<PAGE>
MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENT NO. 13
As filed with the Securities and Exchange Commission on September 17, 1996
Securities Act File No. 33-79858
Investment Company Act of 1940 File No. 811-8544
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT UNDER
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 14 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 15 /X/
--------------
UAM FUNDS TRUST
(Exact Name of Registrant)
c/o United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(Address of Principal Executive Office)
Registrant's Telephone Number (617) 330-8900
Karl O. Hartmann
c/o Chase Global Funds Services Company
73 Tremont Street, Boston, MA 02108
(Name and Address of Agent for Service)
--------------
COPY TO:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[ ] Immediately upon filing pursuant to Paragraph (b)
[ ] on (date) pursuant to Paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to Paragraph (a)(2)
[ ] on (date) pursuant to Paragraph (a)(2) of Rule 485.
REGISTRANT HAS PREVIOUSLY ELECTED AND HEREBY CONTINUES ITS ELECTION TO REGISTER
AN INDEFINITE NUMBER OF SHARES PURSUANT TO REGULATION 24F-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND FILED A 24F-2 NOTICE FOR THE FISCAL YEAR
ENDED APRIL 30, 1996 ON JUNE 20, 1996.
<PAGE>
UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE
<TABLE>
<CAPTION>
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
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<S> <C> <C>
Item 1. Cover Page....................................Cover Page
Item 2. Synopsis......................................Fund Expenses; Portfolio Summary;
Risk Factors
Item 3. Condensed Financial Information...............Not Applicable
Item 4. General Description of Registrant.............Portfolio Summary; Risk Factors;
Investment Policies; General Information
Item 5. Management of the Fund........................Portfolio Summary; Investment Adviser;
Administrative Services; The Distributor
Item 5A. Management's Discussion of Fund Performance...Not Applicable
Item 6. Capital Stock and Other Securities............Purchase of Shares; Initial Investment;
Additional Investments; Other Redemption
Information: Valuation of Shares;
Dividends, Capital Gains
Distributions and Taxes
Item 7. Purchase of Securities Being Offered..........Purchase of Shares; Initial Investment;
Additional Investments
Item 8. Redemption or Repurchase......................Additional Investments; Other Redemption
Information
Item 9. Pending Legal Proceedings.....................Not Applicable
</TABLE>
<TABLE>
<CAPTION>
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------
<S> <C> <C>
Item 10. Cover Page....................................Cover Page
Item 11. Table of Contents.............................Table of Contents
Item 12. General Information and History...............Investment Adviser; General Information
Item 13. Investment Objectives and Policies............Investment Adviser; Investment Limitations
Item 14. Management of the Fund........................Management of the Fund
Item 15. Control Persons and Principal Holders of
Securities....................................Management of the Fund
Item 16. Investment Advisory and Other Services........Investment Adviser
Item 17. Brokerage Allocation and Other Practices......Portfolio Transactions
Item 18. Capital Stock and Other Securities............General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered......................Purchase of Shares; Redemption of Shares
Item 20. Tax Status....................................General Information; Federal Taxes
Item 21. Underwriters..................................Management of the Fund
Item 22. Calculation of Performance Data...............Performance Calculations
Item 23. Financial Statements..........................Financial Statements
</TABLE>
PART C
- ------
Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 14
PART A
The following Prospectus is included in this Post-Effective Amendement No. 14:
. Jacobs International Octagon Portfolio Institutional Class Shares
The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 13:
. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio
. Institutional Class Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Service Class Shares
. Newbold's Equity Portfolio Institutional Class Shares
. Newbold's Equity Portfolio Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 12:
. FPA Crescent Portfolio Institutional Class Shares
. FPA Crescent Portfolio Institutional Service Class Shares
The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:
. Dwight Principal Preservation Portfolio
<PAGE>
UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MASSACHUSETTS 02208-2798
1-800-638-7983
- -------------------------------------------------------------------------------
JACOBS INTERNATIONAL OCTAGON PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: JACOBS ASSET MANAGEMENT
- -------------------------------------------------------------------------------
PROSPECTUS -- SEPTEMBER 17, 1996
Jacobs International Octagon Portfolio is one of a series of investment
portfolios available through UAM Funds Trust (the "Fund"), an open-end invest-
ment company known as a "mutual fund." Each of the Portfolios that make up the
Fund have different investment objectives and policies. Several of the Fund's
Portfolios offer two separate classes of shares: Institutional Class Shares
and Institutional Service Class Shares. Jacobs International Octagon Portfolio
currently offers only one class of shares. The securities offered in this Pro-
spectus are Institutional Class Shares of one diversified, no-load Portfolio
of the Fund managed by Jacobs Asset Management.
The Jacobs International Octagon Portfolio seeks to provide long-term capi-
tal appreciation by investing in equity securities of companies in developed
and emerging markets. The Portfolio may invest across the market capitaliza-
tion spectrum, although it intends to emphasize smaller capitalization stocks.
There can be no assurance that the Portfolio will achieve its stated objec-
tive.
Keep this Prospectus for future reference. It contains information that you
should understand before you invest. You may also wish to review the Jacobs
International Octagon Portfolio's "Statement of Additional Information"
("SAI") dated September 17, 1996 which was filed with the Securities and Ex-
change Commission and has been incorporated by reference into this Prospectus.
(It is legally considered to be a part of this Prospectus). Please call or
write the UAM Funds Service Center at the above address to obtain a free copy
of the SAI.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR A STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Portfolio Summary.......................................................... 2
Risk Factors............................................................... 3
Investment Policies........................................................ 3
Other Investment Policies.................................................. 4
Additional Investment Information.......................................... 6
Investment Limitations..................................................... 7
Purchase of Shares......................................................... 7
Initial Investment......................................................... 8
Additional Investments..................................................... 8
Redemption of Shares....................................................... 9
Other Redemption Information............................................... 10
Valuation of Shares........................................................ 10
Dividends, Capital Gains Distributions and Taxes........................... 10
Investment Adviser......................................................... 11
Adviser's Historical Performance........................................... 12
Administrative Services.................................................... 13
The Distributor............................................................ 13
General Information........................................................ 13
Performance Calculations................................................... 14
Appendix................................................................... 15
UAM Funds -- Institutional Class Shares.................................... 16
</TABLE>
<PAGE>
FUND EXPENSES
Investors will be charged various fees and expenses incurred in managing the
Jacobs International Octagon Portfolio (the "Portfolio") including:
SHAREHOLDER TRANSACTION EXPENSES: These are the costs entailed in buying,
selling or exchanging shares of the Portfolio. The Portfolio does not charge
investors for shareholder transaction expenses. However, transaction fees may
be charged if you are a customer of a broker-dealer or other financial inter-
mediary who deals with the Fund on your behalf. Please see "Purchase of
Shares" for further information.
<TABLE>
<S> <C>
Sales Load Imposed on Purchases: ....................................... NONE
Sales Load Imposed on Reinvested Dividends: ............................ NONE
Deferred Sales Load: ................................................... NONE
Redemption Fees: ....................................................... NONE
Exchange Fees: ......................................................... NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES: These expenses, which cover the cost of ad-
ministration, marketing and shareholder communication, and are usually quoted
as a percentage of net assets, are factored into the Portfolio's share price
and not billed directly to shareholders. They include:
<TABLE>
<S> <C>
Investment Advisory Fees: ............................................. 1.00%
Administrative Fees: .................................................. 0.19%
12b-1 Fees: ........................................................... NONE
Other Expenses: ....................................................... 0.46%
----
Total Operating Expenses............................................... 1.65%
====
</TABLE>
The fees and expenses set forth above are estimated amounts for its first
year of operations assuming average daily net assets of $25 million.
Until further notice, Jacobs Asset Management has voluntarily agreed to
waive its advisory fee and to assume as the Adviser's own expense certain op-
erating expenses payable by the Portfolio, if necessary, in order to keep the
Portfolio's total annual operating expenses (excluding interest, taxes and ex-
traordinary expenses) from exceeding 1.75% of average daily net assets. The
Portfolio will not reimburse the Adviser for any advisory fees which are
waived or Portfolio expenses which the Adviser may bear on behalf of the Port-
folio.
The purpose of the above table is to assist the investor in understanding
the various expenses that an investor in the Jacobs International Octagon
Portfolio's Institutional Class Shares will bear directly or indirectly.
The following chart shows how much a hypothetical investor would pay in ex-
penses, assuming that he or she made an initial investment of $1,000, earned a
5% annual rate of return and redemption at the end of the time period indicat-
ed.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Expenses...................................................... $17 $52
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSE MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.
1
<PAGE>
PORTFOLIO SUMMARY
OBJECTIVE
Jacobs International Octagon Portfolio seeks to provide long-term capital
appreciation by investing in equity securities of companies in developed and
emerging markets. The Portfolio may invest across the market capitalization
spectrum, although it intends to emphasize smaller capitalization stocks.
There can be no assurance that the Portfolio will achieve its stated objec-
tive.
INVESTMENT ADVISER
Jacobs Asset Management is a registered investment adviser. Founded in 1995,
the firm currently has over $25 million in assets under management. (See "Fund
Management.")
PURCHASE OF SHARES
The Fund offers shares of the Portfolio through UAM Fund Distributors, Inc.,
to investors without a sales commission at net asset value next determined af-
ter the purchase order is received in proper form. Share purchases may be made
by sending investments directly to the Fund. The minimum initial investment in
the Portfolio is $2,500 with certain exceptions as may be determined from time
to time by the officers of the Fund. The initial investment minimum for IRA
accounts is $500. The initial investment minimum for spousal IRA accounts is
$250. The minimum for any subsequent investment is $100.
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income in the form of quarterly dividends. Any realized net capital gains
will also be distributed annually. Distributions will be reinvested in the
Portfolio's shares automatically unless an investor elects to receive cash
distributions. (See "Dividends, Capital Gains Distributions and Taxes.")
REDEMPTIONS
Shares of the Portfolio may be redeemed on any business day when the New
York Stock Exchange ("NYSE") is open, without cost, at the net asset value of
the Portfolio next determined after receipt of the redemption request. The
Portfolio's share price will fluctuate with market and economic conditions.
Therefore, your investment may be worth more or less when redeemed than pur-
chased. (See "Purchase of Shares.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. (the "Administrator"), a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), is responsible for performing and
overseeing administration, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service providers. (See
"Fund Management and Administration.")
2
<PAGE>
RISK FACTORS
Investing in the Portfolio entails a number of risks. Prospective investors
should consider the following factors:
. The Portfolio may invest in securities of foreign issuers, which may be
subject to additional risk factors, including foreign currency risks, not
applicable to securities of U.S. issuers.
. The Portfolio may invest in repurchase agreements, which entail a risk of
loss should the seller default on its action.
. The Portfolio may lend its investment securities, which entails a risk of
loss should a borrower fail financially.
. The Portfolio's performance may depend on the ability of the Adviser, a
relatively new entity which has not previously served as a mutual fund
adviser; however, the principals of the Adviser have substantial experi-
ence as investment advisers to mutual funds.
Further information about these risk factors is contained in the "Investment
Policies" section of this Prospectus.
Contact the UAM Funds Service Center at the address or telephone number on
the front cover of this prospectus for a free copy of the Portfolio's Annual
Report to Shareholders.
INVESTMENT POLICIES
INVESTMENT STRATEGY
In seeking its investment objective, the Portfolio will, under normal cir-
cumstances, invest at least 85% of its total assets in the equity securities
of developed and emerging markets. The amount of total assets invested in the
equity securities of emerging markets may range from a low of 15% to a high of
40%. Under normal circumstances, approximately 50% of total assets will be in-
vested in small capitalization companies. Small capitalization companies are
defined as those companies with market capitalizations of less than $1 billion
at the time of purchase. Equity securities include common stock, preferred
stock, convertible preferred stock, rights and warrants, and American Deposi-
tary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), and Global De-
positary Receipts ("GDRs").
Under unusual circumstances, when the Adviser believes that market condi-
tions warrant a defensive position, up to 100% of the Portfolio's assets may
be held in cash and short-term investments. See "Temporary Investments" and
"Repurchase Agreements." When the Portfolio is in a defensive position, it may
not necessarily be pursuing its stated investment objective.
Emerging and developed markets in which the Portfolio initially intends to
invest are listed in the Appendix to this Prospectus; however, this list is
not exclusive. Investing in some emerging companies currently is not feasible,
or may involve unacceptable political risks. The Portfolio will focus its in-
vestments on those emerging market countries in which it believes the econo-
mies are developing and in which the markets are becoming more sophisticated.
An "emerging country" security is one issued by a company that, in the opin-
ion of the Adviser, has one or more of the following characteristics: (i) its
principal securities trading market is in an emerging country, (ii) alone or
on a consolidated basis it derives 50% or more of its annual revenue from ei-
ther goods produced, sales made or services performed in emerging countries,
or (iii) it is organized under the laws of, and has a principal office in, an
emerging country. The Adviser will base determinations as to eligibility on
publicly available information and inquiries made to the companies. See "For-
eign Investment."
There are no predetermined investment limitations with respect to any one
country, but the Adviser expects to limit investments within a country in ac-
cordance with the Adviser's perception of risks in that country. Generally,
the Portfolio will invest in the equity securities of non-U.S. companies
listed on U.S. or foreign securities exchanges, but may also invest in securi-
ties traded over-the-counter. The Portfolio seeks to invest in companies that
the Adviser believes will benefit from global trends, promising business or
product developments and specific country opportunities resulting from chang-
ing economic, social and political trends. It is expected that investments
will be diversified throughout the world and within markets to minimize spe-
cific country and currency risks. As markets in other countries develop, the
Portfolio expects to expand and further diversify the emerging countries in
which it invests.
The Adviser will use a flexible, value-oriented approach to selecting the
Portfolio's investments. The Adviser will focus on companies rather than on
countries or markets. The goal is to identify stocks selling at the greatest
discount to their intrinsic future value. In attempting to identify value
across disparate economies in the international marketplace, a rigid adherence
to a single model results in missed opportunities. Therefore, the Adviser as-
certains value in a
3
<PAGE>
variety of measures, including price/cash flow, enterprise value/cash flow,
and price/future earnings to identify the companies it will consider for in-
vestment. The Adviser's stock picking approach is used across a full capital-
ization range which takes advantage of the opportunities in smaller capital-
ization companies. Investments generally will be held by the Portfolio for two
to five years.
The Portfolio does not intend to invest in any security in a country where
the currency is not freely convertible to United States dollars, unless the
Portfolio has obtained the necessary governmental licensing to convert such
currency or other appropriately licensed or sanctioned contractual guarantee
to protect such investment against loss of that currency's external value, or
the Portfolio has a reasonable expectation at the time the investment is made
that such governmental licensing or other appropriately licensed or sanctioned
guarantee would be obtained or that the currency in which the security is
quoted would be freely convertible at the time of any proposed sale of the se-
curity by the Portfolio.
The Portfolio intends to purchase and hold securities for long-term capital
appreciation and normally does not expect to trade for short-term gain. Ac-
cordingly, it is anticipated that the annual portfolio turnover rate normally
will not exceed 100%, although in any particular year, market conditions could
result in portfolio activity at a greater or lesser rate than anticipated. The
rate of portfolio turnover will not be a limiting factor when the Portfolio
deems it appropriate to purchase or sell securities. However, the U.S. federal
tax requirement that the Portfolio derive less than 30% of its gross income
from the sale or disposition of securities held less than three months may
limit the Portfolio's ability to dispose of its securities.
Depositary Receipts. The Portfolio may invest directly in securities of
emerging and developed country issuers through sponsored or unsponsored ADRs,
EDRs, and GDRs. ADRs are depositary receipts typically used by a U.S. bank or
trust company which evidence ownership of underlying securities issued by a
foreign corporation. EDRs and GDRs are typically issued by foreign banks or
trust companies, although they also may be issued by U.S. banks or trust com-
panies and evidence ownership of underlying securities issued by either a for-
eign or a United States corporation. Generally, depositary receipts in regis-
tered form are designed for use in the U.S. securities market and depositary
receipts in bearer form are designed for use in securities markets outside the
United States. Depositary receipts may not necessarily be denominated in the
same currency as the underlying securities into which they may be converted.
Investment Funds. Some countries have laws and regulations that currently
preclude direct foreign investment in the securities of their companies. How-
ever, indirect foreign investment in the securities of companies listed and
traded on the stock exchanges in these countries is permitted through invest-
ment funds which have been specifically authorized. The Portfolio may invest
in these investment funds subject to the provisions of the 1940 Act and other
applicable law as discussed below under "Investment Restrictions." If the
Portfolio invests in such investment funds, the Portfolio's shareholders will
bear not only their proportionate share of the expenses of the Portfolio (in-
cluding operating expenses and the fees of the Adviser), but also will indi-
rectly bear similar expenses of the underlying investment funds.
Forward Foreign Currency Exchange Contracts. The Portfolio may enter into
forward foreign currency exchange contracts. Forward foreign currency exchange
contracts provide for the purchase or sale of an amount of a specified foreign
currency at a future date. The general purpose of these contracts is both to
put currencies in place to settle trades and to generally protect the United
States dollar value of securities held by the Portfolio against exchange rate
fluctuation. While such forward contracts may limit losses to the Portfolio as
a result of exchange rate fluctuation, they will also limit any gains that may
otherwise have been realized. The Portfolio will enter into such contracts
only to protect against the effects of fluctuating rates of currency exchange
and exchange control regulations. See "Foreign Investments."
Temporary Investments. During periods in which the Adviser believes changes
in economic, financial or political conditions make it advisable, the Portfo-
lio may for temporary defensive purposes reduce its holdings in equity and
other securities and invest in certain short-term (less than twelve months to
maturity) and medium-term (not greater than five years to maturity) debt secu-
rities or may hold cash. See "Short-Term Investments".
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corporation
or
4
<PAGE>
Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated, deter-
mined by the Adviser to be of comparable quality.
Short-term and medium-term debt securities in which the Portfolio may invest
consist of (a) obligations of the United States or foreign country govern-
ments, their respective agencies or instrumentalities; (b) bank deposits and
bank obligations (including certificates of deposit, time deposits, and bank-
ers' acceptances) of United States or foreign country banks denominated in any
currency; (c) floating rate securities and other instruments denominated in
any currency issued by international development agencies; (d) finance company
and corporate commercial paper and other short-term corporate debt obligations
of United States and foreign country corporations meeting the Portfolio's
credit quality standards; and (e) repurchase agreements with banks and broker-
dealers with respect to such securities. The Portfolio intends to invest only
in short-term and medium-term debt securities that the Adviser believes to be
of high quality, i.e., subject to relatively low risk of loss of interest or
principal. There is currently no rating system for debt securities in most
emerging countries.
The Fund has received permission from the Securities and Exchange Commission
("SEC") to deposit the daily uninvested cash balances of the Fund's Portfo-
lios, as well as cash for investment purposes, into one or more joint accounts
and to invest the daily balance of the joint accounts in the following short-
term investments: fully collateralized repurchase agreements, interest-bearing
or discounted commercial paper including dollar-denominated commercial paper
of foreign issuers, and any other short-term money market instruments includ-
ing variable rate demand notes and other tax-exempt money instruments. By en-
tering into these investments on a joint basis, a Portfolio may earn a higher
rate of return on investments relative to what it could earn individually.
The Fund has received permission from the SEC for each of its Portfolios to
invest the greater of 5% of its total assets or $2.5 million in the UAM Funds'
DSI Money Market Portfolio for cash management purposes. (See "Investment Com-
panies.")
LENDING OF PORTFOLIO SECURITIES
The Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain transac-
tions. The Portfolio will not loan portfolio securities to the extent that
greater than one-third of its assets, at fair market value, would be committed
to loans. By lending its investment securities, the Portfolio attempts to in-
crease its income through the receipt of interest on the loan. Any gain or
loss in the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Portfolio. The Portfolio may
lend its investment securities to qualified brokers, dealers, domestic and
foreign banks or other financial institutions, so long as the terms, the
structure and the aggregate amount of such loans are not inconsistent with the
Investment Company Act of 1940. All relevant facts and circumstances, includ-
ing the creditworthiness of the broker, dealer or institution, will be consid-
ered in making decisions with respect to the lending of securities, subject to
review by the Fund's Board of Trustees.
At the present time, the SEC does not object if an investment company pays
reasonable negotiated fees in connection with loaned securities so long as
such fees are set forth in a written contract and approved by the investment
company's Board of Trustees. The Portfolio will continue to retain any voting
rights with respect to the loaned securities. If a material event occurs af-
fecting an investment on a loan, the loan must be called and the securities
voted.
INVESTMENT COMPANIES
As permitted by the 1940 Act, the Portfolio reserves the right to invest up
to 10% of its total assets, calculated at the time of investment, in the secu-
rities of other open-end or closed-end investment companies. No more than 5%
of the investing Portfolio's total assets may be invested in the securities of
any one investment company nor may it acquire more than 3% of the voting secu-
rities of any other investment company. The Portfolio will indirectly bear its
proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.
The Fund has received permission from the SEC for each of its Portfolios to
invest the greater of 5% of its total assets or $2.5 million in the UAM Funds'
DSI Money Market Portfolio for cash management purposes provided that the in-
vestment is consistent with the Portfolio's investment policies and restric-
tions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.
5
<PAGE>
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "Temporary Investments" as
long as the Fund's Board of Directors has evaluated the creditworthiness of
the bank or dealer with which the Portfolio is entering into the transaction.
In a repurchase agreement, the Portfolio purchases a security and simultane-
ously commits to resell that security at a future date to the seller at an
agreed upon price plus an agreed upon market rate of interest. The seller un-
der a repurchase agreement will be required to maintain the value of the secu-
rities subject to the agreement at not less than 100% of the repurchase price
of such securities, with the value of the securities market-to-market daily to
maintain such minimum coverage. The Adviser will consider the creditworthiness
of a seller in determining whether the Portfolio should enter into a repur-
chase agreement.
The use of repurchase agreements involves certain risks. For example, a de-
fault by the seller of the agreement may cause the Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures.
The Fund received permission from the SEC to pool the daily uninvested cash
balances of the Fund's Portfolios in order to invest in joint repurchase
agreements. By entering into joint repurchase agreements, a Portfolio may in-
cur lower transactions costs and potentially obtain higher rates of interest
on such repurchase agreements. Each Portfolio's participation in the income
from jointly purchased repurchase agreements will be based on that Portfolio's
percentage share in the total repurchase agreement.
PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover rate for Portfolio will
not exceed 100%. A rate of turnover of 100% would occur, for example, if all
the securities held by a Portfolio were replaced within a period of one year.
The Portfolio will not normally engage in short-term trading, but reserves the
right to do so.
ADDITIONAL INVESTMENT INFORMATION
FOREIGN INVESTMENTS
Investment in securities of foreign issuers, including ADRs, involves some-
what different investment risks than those of domestic issuers. There may be
limited publicly available information with respect to foreign issuers, and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those applicable to domes-
tic companies. There may also be less government supervision and regulation of
foreign securities exchanges, brokers and listed companies than in the United
States. Many foreign securities markets have substantially less volume than
United States national securities exchanges, and securities of some foreign
issuers are less liquid and more volatile then securities of comparable domes-
tic issuers. Brokerage commissions and other transactions costs on foreign se-
curities exchanges are generally higher than in the United States. Dividends
and interest paid by foreign issuers may be subject to withholding and other
foreign taxes which may decrease the net return on foreign investments as com-
pared to dividends and interest paid by domestic companies. Additional risks
include future political and economic developments, the possibility that a
foreign jurisdiction might impose or change withholding taxes on income pay-
able with respect to foreign securities, and the possible adoption of foreign
governmental restrictions such as exchange controls.
Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other emerg-
ing countries. Foreign ownership limitations also may be imposed by the char-
ters of individual companies in emerging countries to prevent, among other
concerns, violation of foreign investment limitations.
Repatriation of investment income, capital and proceeds of sales by foreign
investors may require governmental registration and/or approval in some emerg-
ing countries. The Portfolio could be adversely affected by delays in or a re-
fusal to grant any required governmental registration or approval for such re-
patriation. Any investment subject to such repatriation controls will be con-
sidered illiquid if it appears reasonably likely that this process will take
more than seven days.
The economies of individual emerging countries may differ favorably or unfa-
vorably from the United States economy in such respect as growth of gross do-
mestic product, rate of inflation, currency depreciation, capital reinvest-
ment, resource self-sufficiency and balance of payments position. Further, the
economies of developing countries generally are heavily dependent upon inter-
national trade and, accordingly, have been and may continue to be adversely
6
<PAGE>
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may con-
tinue to be adversely affected by economic conditions in the countries with
which they trade.
With respect to any emerging country, there is the possibility of national-
ization, expropriation or confiscatory taxation, political changes, governmen-
tal regulation, social instability or diplomatic developments (including war)
which could adversely affect the economies of such countries or the value of a
Portfolio's investments in those countries. In addition, it may be difficult
to obtain and enforce a judgement in a court outside of the United States.
Investments in securities of foreign issuers are frequently denominated in
foreign currencies, and since the Portfolio may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the value of the Portfolio's
assets as measured in U.S. dollars may be affected favorably or unfavorably by
changes in currency rates and in exchange controls regulations. Thus, the
Portfolio may incur costs in connection with conversions between various cur-
rencies.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, own more than 5% of the securities
of any single issuer (other than investments issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities);
(b) with respect to 75% of its assets, own more than 10% of the outstanding
voting securities of any one issuer,
(c) invest more than 5% of its assets in securities of issuers that have
(with predecessors) less than 3 years of continuous operation;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. government and its agencies when
the Portfolio adopts a temporary defensive position;
(e) make loans except by purchasing debt securities in accordance with its
investment objective and policies or by lending its portfolio securi-
ties to banks, brokers, dealers or other financial institutions as long
as the loans are made in compliance with the 1940 Act, and the rules,
regulations and interpretations of the Commission;
(f) borrow except from banks in extraordinary circumstances for temporary
or emergency purposes. In this situation, the Portfolio may not (1)
borrow more than 33 1/3% of its gross assets and (2) cannot buy addi-
tional securities if it borrows more than 5% of its total assets; and
(g) pledge, mortgage or hypothecate more than 33 1/3% of its total assets
at fair market value.
The Portfolio's investment objective and investment limitations (a), (b),
(d), (e) and (f)(1) listed above are fundamental policies and may be changed
only with the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. The other investment limitations described here
and those not specified as fundamental in the SAI as well as the Portfolio's
investment policies are not fundamental and the Fund's Board of Trustees may
change them without shareholder approval. The sale of instruments is not re-
quired in the event of a subsequent change in circumstances.
PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc. to
investors at net asset value without a sales commission. The required minimum
initial investment in the Portfolio is $2,500. Certain exceptions may be de-
termined by the officers of the Fund. The initial investment minimum for IRA
accounts is $500. The initial investment minimum for spousal IRA accounts is
$250. The minimum for any subsequent investment is $100.
Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") that have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions or other account
fees on the purchase and redemption of Portfolio shares by their customers.
Each Service Agent is responsible for transmitting to its customers a schedule
of any such fees and information regarding any additional or different condi-
tions regarding purchases and redemptions. Shareholders who are customers of
Service Agents should consult their Service Agent for information regarding
these fees and conditions. Amounts paid to Service Agents may include transac-
tion fees and/or service fees paid by the Fund from the Fund assets attribut-
able to the Service Agent, and would not be imposed if shares of the Portfolio
were
7
<PAGE>
purchased directly from the Fund or Distributor. The Service Agents may pro-
vide services to their customers that are not available to a shareholder deal-
ing directly with the Fund. A salesperson and any other person entitled to re-
ceive compensation for selling or servicing Portfolio shares may receive dif-
ferent compensation with respect to one particular class of shares over an-
other in the Fund.
Service Agents may enter confirmed purchase orders on behalf of their cus-
tomers. If shares are purchased in this manner, the Service Agent must receive
the investment order before the close of trading on the NYSE and transmit it
to the Fund's Transfer Agent, prior to the close of the Transfer Agent's busi-
ness day to receive the day's share price. Proper payment for the order must
be received by the Transfer Agent no later than the time when the Portfolio is
priced on the following business day. Service Agents are responsible to their
customers, and the Fund for timely transmission of all subscription and re-
demption requests, investment information, documentation and money.
INITIAL INVESTMENT
Complete and sign an Account Registration Form, and mail it along with a
check made payable to "UAM Funds Trust", to:
UAM Funds Trust
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
For both initial and additional investments, your funds will be credited to
your account at the next share price calculated for the Portfolio after re-
ceipt. Investments received by 4 p.m. (Eastern Time) will be invested at the
share price calculated after the market closes on the same day.
BY WIRE
Telephone UAM Funds Service Center and provide the account number from which
you plan to wire the funds, the bank or financial institution, its address,
phone number and your social security or taxpayer identification number, the
Portfolio selected, and the amount to be invested. The representative will
then provide you with an account number.
Then, instruct your bank to wire a specified amount to the Fund's custodian.
The Chase Manhattan Bank
ABA#021000021
UAM Funds
Credit DDA Acct. #9102772952
(Your Account Registration)
(Your Account Number)
(Wire Control Number)
Forward a completed Account Registration Form to the UAM Funds Service Cen-
ter as soon as possible. Federal Funds purchases will be accepted only on days
when the New York Stock Exchange ("NYSE") and the Custodian Bank are open for
business.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time by following the instructions
above. Additional investments will be invested at the share price calculated
after the next market close. The minimum additional investment amount is $100.
To make additional investments to an account you have already established,
simply mail your check to UAM Funds Service Center at the address above. Make
sure that your account number, account name, and the name of the Portfolio are
clearly indicated on the check.
IN-KIND PURCHASES
Under certain circumstances, investors who own securities may be able to ex-
change them directly for shares of the Portfolio without converting their in-
vestments into cash first. The Portfolio will accept such in-kind purchases
only if the securities offered for exchange meet the Portfolio's investment
criteria which are set forth in the "Investment Policies" section of this Pro-
spectus. Once accepted, the shares will be valued according to the process de-
scribed in "Valuation of Shares" at the same time the Portfolio's shares are
valued. Once a value has been determined for both,
8
<PAGE>
an exchange will be made. All dividends, interest, subscription, or other
rights pertaining to these securities become the Fund's property; if you re-
ceive any such items, you must deliver them to the Fund immediately. Securi-
ties acquired by the Portfolio through an in-kind purchase will be acquired
for investment and not for resale.
The Fund will not accept securities for exchange unless:
. The securities are eligible to be included in the Portfolio and market
quotes can readily be obtained for them.
. The investor assures the Fund that the securities are not subject to any
restrictions under the Securities Act of 1933 or any other law or regula-
tion.
. The value of the securities exchanged does not increase the Portfolio's
position in any specific issuer's security to more than 5% of the Portfo-
lio's total net assets.
REDEMPTION OF SHARES
You may sell shares by telephone or mail at any time, free of charge. Your
shares will be valued at the next price set after we receive your instructions
to sell.
BY MAIL
To redeem by mail, include:
. share certificates, if issued;
. a letter which tells us how many shares you wish to redeem or, alterna-
tively, what dollar amount you wish to receive;
. a signature guaranteed by a bank, broker or other financial institution
(see "Signature Guarantees" below); and
. any other necessary legal documents, in the case of estates, trusts,
guardianships, custodianships, corporations, pension and profit-sharing
plans and other organizations.
Investors who are unsure of redemption requirements should contact the UAM
Funds Service Center.
BY TELEPHONE
To redeem shares by telephone, you must have completed the appropriate sec-
tions of the Account Registration Form and returned it to the Fund. Once this
form is on file, simply call the Fund and request the redemption amount to be
mailed to you or wired to your bank. The Fund and the Fund's Transfer Agent
will employ reasonable precautions to make sure that the instructions communi-
cated by telephone are genuine, and they may be liable for any losses if they
fail to do so. You will be asked to provide certain personal identification
when you open an account, and again, when you request a telephone redemption.
In addition, all telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of
transaction requests. Neither the Fund nor the Transfer Agent will be respon-
sible for any loss, additional cost or expense for following transaction in-
structions received by telephone that it reasonably believes are genuine.
To change the name of the commercial bank or the account designated to re-
ceive redemption proceeds, a written request must be sent to the Fund at the
address on the cover of this Prospectus. Requests to change the bank or ac-
count must be signed by each shareholder and each signature must be guaran-
teed. You cannot redeem shares by telephone if you hold stock certificates for
these shares. Please contact the UAM Funds Service Center for further details.
SIGNATURE GUARANTEES
Signature guarantees are required whenever you:
. Redeem shares and request that the proceeds be sent to someone other than
the registered shareholders) or to an address which is not the registered
address.
. Transfer shares from one Portfolio to another.
Signatures must be guaranteed by an "eligible guarantor institution" as de-
fined in Rule 17Ad-15 under the Securities Exchange Act of 1934. The UAM Funds
Service Center can provide you with a full definition of the term. You can ob-
tain a signature guarantee at almost any bank, as well as through most bro-
kers, dealers, credit unions, national securities exchanges, registered secu-
rities associations, clearing agencies and savings associations. Broker-deal-
ers guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be authorized to
issue signature guarantees.
9
<PAGE>
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares sold under this proce-
dure within one business day after we receive a request. In no event will pay-
ment be made more than seven days after receipt of a redemption (sale) request
in good order. The Fund may suspend the right of redemption or postpone the
date at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.
If the Fund's Board of Trustees determines that it would be detrimental to
the best interests of the remaining shareholders of the Fund to make payments
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by the Portfolio
instead of cash in conformity with applicable rules of the SEC. Investors may
incur brokerage charges when they sell portfolio securities received in pay-
ment of redemptions.
EXCHANGE PRIVILEGES
You may exchange Institutional Class Shares of the Portfolio for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds, Inc. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares at the end of this Prospectus.) There
is no sales charge for exchanges. Exchange requests may be made by phone or
letter. Telephone exchanges may be made only if the Fund holds all share cer-
tificates and if the registration of the two accounts is identical. Telephone
exchanges received before 4 p.m. (Eastern Time) will be processed at the share
price set after the market close the same day. Exchanges received after 4 p.m.
(Eastern Time) will be executed at the share price determined at the market
close the following day. For additional information regarding responsibility
for the authenticity of telephoned transaction instructions. (See "How to Sell
Shares -- By Telephone" above.)
Please review a Portfolio's investment objective before shifting money into
it. Make sure its objective and strategies fit with your long-term goals. Be-
fore exchanging into a Portfolio, read its Prospectus. You may obtain a Pro-
spectus for the Portfolio(s) in which you are interested by calling the UAM
Funds Service Center. The Portfolio you are exchanging into must be registered
in your state of residence. You may incur a tax liability by exchanging shares
if your investment has appreciated since you bought it. Consult your tax ad-
viser to determine your liability for capital gains taxes.
VALUATION OF SHARES
We calculate the net asset value of each share of the Portfolio every day
that the NYSE is open. This means that shares are revalued after the market
close at 4 p.m. (Eastern Time) Monday through Friday, except for major holi-
days.
To determine how much each share is worth, we add up the total market value
of all the securities in the Portfolio plus cash and other assets, deduct lia-
bilities and then divide by the total number of shares outstanding.
For stocks, we use the last quoted trading price as the market value. For
listed stocks, we use the price quoted by the exchange on which the stock is
primarily traded. Unlisted stocks and listed stocks which have not been traded
on the valuation date or for which market quotations are not readily available
are valued at a price between the last price asked and the last price bid. The
value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at
fair value using methods determined by the Fund's Board of Trustees.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income from these investments as well as any interest earned from short-
term investments, to shareholders in quarterly dividends. If any net capital
gains are realized, the Portfolio will normally distribute such gains annual-
ly. Unless you specifically tell us to distribute dividend income in cash,
however, we will assume you want this income reinvested. The Portfolio's divi-
dends and capital gains distributions will be automatically reinvested in
Portfolio shares, unless the Fund is notified in writing that the Shareholder
elects to receive distributions in cash.
Reinvested dividend distributions will affect your tax liability. By law,
you must pay taxes on any dividend or interest income you receive on your in-
vestments whether distributed in cash or reinvested in shares. The Portfolio
will send you a statement at the end of the year telling you exactly how much
dividend income you have earned for tax purposes.
10
<PAGE>
CAPITAL GAINS
Capital gains are another source of appreciation to the Portfolio. You can
incur capital gains in two ways. First, if the Portfolio buys a stock or bond
at one price, then sells it at a higher price, it will realize a capital gain.
The second way to incur capital gains is to sell or exchange your shares. You
will receive a statement at the end of the year informing you of your share of
the Portfolio's capital gains.
TAXES
The Portfolio intends to qualify each year as a "regulated investment compa-
ny" under Federal tax law, and if it qualifies, the Portfolio will not be lia-
ble for Federal income taxes, because it will have distributed all its net in-
vestment income and net realized capital gains to shareholders. Shareholders
will then pay taxes on dividends, whether they are distributed as cash or are
reinvested in shares, and on net short-term capital gains. Dividends and
short-term capital gains will be taxed as ordinary income. Long-term capital
gains distributions are taxed as long-term capital gains.
Dividends declared in October, November and December to shareholders of rec-
ord in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, pro-
vided that the dividends are paid before February of the following year.
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify that your Social Security
or Taxpayer Identification Number provided is correct and that either you are
not currently subject to backup withholding or you are exempt from backup
withholding. This certification must be made on the Account Registration Form
or on a separate form supplied by the Fund.
Dividends and interest received by the Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce the Port-
folio's dividends but are included in the taxable income reported on your tax
statement if the Portfolio qualifies for this tax treatment and elects to pass
it through to you. You may be able to claim an offsetting tax credit or item-
ized deduction for foreign taxes paid by the Portfolio. Your tax statement
will generally show the amount of foreign tax for which a credit or deduction
may be available.
INVESTMENT ADVISER
Jacobs Asset Management (the "Adviser") is a [Florida] limited partnership
and is a registered investment adviser formed in July 1995. Its business of-
fices are located at 20 East Broward Boulevard, Suite 1920, Fort Lauderdale,
FL 33301. The Adviser provides and offers investment management and advisory
services to corporations, unions, pensions and profit-sharing plans, trusts,
estates and other institutions and investors. Although the Adviser is a rela-
tively new entity, the principals of the Adviser, who are also the portfolio
managers of the Portfolio, have substantial experience as investment advisers
to mutual funds. The Adviser currently has over $25 million in assets under
management.
UAM is a limited partner of the Adviser and owns a controlling interest in
the Adviser.
The Portfolio pays an annual fee in monthly installments to the Adviser for
advisory services. This fee is accrued daily and paid every month as a per-
centage of the average net assets in the Portfolio for that month. The per-
centage fee on an annual basis is 1.00%.
The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of a Port-
folio. The person making such payments may do so out of its revenues, its
profits or any other source available to it. Such services arrangements, when
in effect, are made generally available to all qualified service providers.
The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney,
Inc. under which Smith Barney provides certain defined contribution plan mar-
keting and other shareholder services and receives from such entities .15 of
1% of the daily net asset value of Institutional Class Shares held by Smith
Barney's eligible customer accounts in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by the Administrator.
11
<PAGE>
The investment professionals at the Adviser who comprise the Investment Com-
mittee, and who are responsible for the day-to-day management of the Portfo-
lio, and their qualifications are as follows:
DANIEL L. JACOBS, CFA, PRESIDENT
Mr. Jacobs managed $3.4 billion in international and global equity portfo-
lios as Executive Vice President and Director of Templeton Investment Counsel
from 1984 to 1995. Mr. Jacobs was Portfolio Manager of Templeton's $1.4 bil-
lion Smaller Companies Growth Fund and was a Senior Portfolio Manager of in-
stitutional separate accounts. Mr. Jacobs served as President of the Templeton
Variable Annuity Fund and Portfolio Manager for the Equity and the equity por-
tion of the Balanced Funds in the Templeton Variable Annuity Series.
Prior to joining Templeton, he was Vice President/Portfolio Manager, Insti-
tutional Investment Group and International Division of the First National
Bank of Atlanta from 1976 to 1984. Mr. Jacobs received an MBA in Finance from
Emory University (1976) and a BA in Economics from Miami University (1974). In
addition to holding a CFA and CIC, Mr. Jacobs is a founding member of the In-
ternational Society of Financial Analysts.
WAI W. CHIN, MANAGING DIRECTOR, ASIAN RESEARCH AND PORTFOLIO MANAGEMENT
Ms. Chin was formerly Vice President, of the Global Equity Group of Scudder,
Stevens & Clark, where she spent over five years as a Pacific Basin analyst,
specializing in the developed and emerging markets of Asia. She started her
research analyst career at Baron Capital, Inc. and was a foreign currency
trader at the Bank of America and Creditanstalt Banverein. Ms. Chin holds a BA
in East Asian Studies from Barnard College and received an MBA in Finance from
Columbia University.
ROBERT J. JURGENS, MANAGING DIRECTOR, EUROPEAN RESEARCH AND PORTFOLIO
MANAGEMENT
As Vice President and head of AIG Global Investors' International Equity Di-
vision from 1993 to 1995, Mr. Jurgens was responsible for investment policy
and management of international and global equity portfolios. He has twelve
years of experience investing in the global stock markets, with particular ex-
pertise in the European markets. Upon graduation from Pennsylvania State Uni-
versity with a BS in Business/French, Mr. Jurgens spent four years with Scan-
dinavian Bank Group as a Global Portfolio Manager/Analyst, three years with
Nomura Bank International in London managing global equities, and two years as
an International Equity Manager at the privately held Antessa Investment Man-
agement Limited.
ADVISER'S HISTORICAL PERFORMANCE
Set forth below is certain performance data provided by the Adviser
pertaining to a registered, open-end investment company ("mutual fund")/1/
that was managed by Mr. Jacobs with substantially similar (although not
identical) objectives, policies, and strategies as those of the Portfolio. The
investment returns of the Portfolio may differ from those of the mutual fund
because of differences in fees and expenses between the mutual fund and the
Portfolio. During Mr. Jacobs' tenure as the portfolio manager of the mutual
fund, he was primarily responsible for the day-to-day management of the mutual
fund, and no other person had a significant role in achieving the mutual
fund's performance. The Portfolio and the mutual fund are separate funds, and
are members of different families of investment companies. The past
performance of the mutual fund is not predictive of, and does not suggest, the
return to be experienced by the Portfolio or the return an investor might
achieve by investing in the Portfolio.
Mutual Fund Cumulative Returns
Ended June 30, 1995
<TABLE>
<CAPTION>
YEAR ENDED THREE YEARS ENDED
JUNE 30, 1995 JUNE 30, 1995
------------- -----------------
<S> <C> <C>
Templeton International Fund............... 11.43% 14.55%
Lipper International Index................. 0.95% 7.22%
Morgan Stanley Capital International
("MSCI") EAFE Index US$................... 1.66% 12.68%
</TABLE>
- -------------------
Notes:
1. The mutual fund managed by Mr. Jacobs was the Templeton International
Fund of the Templeton Variable Products Series Fund. Mr. Jacobs was the
lead portfolio manager for that mutual fund from inception, May 1, 1992
to June 30, 1995.
12
<PAGE>
ADMINISTRATIVE SERVICES
Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM Fund
Services, Inc., ("UAMFSI") a wholly-owned subsidiary of United Asset Manage-
ment Corporation, with its principal office located at 211 Congress Street,
Boston, MA 021 10, is responsible for performing and overseeing administra-
tion, fund accounting, dividend disbursing and transfer agency services pro-
vided to the Fund and its Portfolios. UAMFSI has subcontracted the performance
of certain of such services to Chase Global Funds Services Company ("CGFSC"),
an affiliate of The Chase Manhattan Bank, pursuant to a Mutual Funds Service
Agreement dated April 15, 1996. CGFSC is located at 73 Tremont Street, Boston,
MA 02108-3913. Effective April 1, 1996, The Chase Manhattan Corporation, the
parent of The Chase Manhattan Bank merged with and into Chemical Banking Cor-
poration, the parent company of Chemical Bank. Chemical Banking Corporation is
the surviving corporation and will continue its existence under the name "The
Chase Manhattan Corporation".
Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a Port-
folio-specific fee which is retained by UAMFSI and a sub-administration fee
which UAMFSI in turn pays to CGFSC. The Portfolio-specific fee for the Jacobs
International Octagon Portfolio is 0.04% of aggregate net assets. The sub-ad-
ministration fee calculated on an annualized basis equals: 0.19 of 1% of the
first $200 million of total net assets of the Fund; 0.11 of 1% of the next
$800 million of total net assets of the Fund; 0.07 of 1% of total net assets
in excess of $1 billion but less than $3 billion; and 0.05 of 1% of total net
assets in excess of $3 billion. The sub-administration fees are allocated
among the Portfolios on the basis of their relative assets and are subject to
a graduated minimum fee schedule per Portfolio of $2,000 per month upon incep-
tion of a Portfolio to $70,000 annually after two years. If a separate class
of shares is added to a Portfolio, the minimum annual fee payable by that
Portfolio may be increased by up to $20,000.
THE DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM with its prin-
cipal office located at 211 Congress Street, Boston, Massachusetts 02110, dis-
tributes the shares of the Fund. Under the Fund's Distribution Agreement (the
"Agreement"), the Distributor, as agent of the Fund, agrees to use its best
efforts as sole distributor of the Fund's shares. The Distributor does not re-
ceive any fee or other compensation under the Agreement with respect to this
Portfolio. The Agreement continues in effect as long as the Fund's Board of
Trustees, including a majority of the Trustees who are not parties to the
Agreement or interested persons of any such party, approve it on an annual ba-
sis. This Agreement provides that the Fund will bear the costs of the regis-
tration of its shares with the Commission and various states and the printing
of its prospectuses, statements of additional information and reports to
shareholders.
PORTFOLIO TRANSACTIONS
The Portfolio's Investment Advisory Agreement authorizes the Adviser to se-
lect the brokers or dealers that will execute the purchases and sales of in-
vestment securities for the Portfolio. The Agreement directs the Adviser to
use its best efforts to obtain the best available price and most favorable ex-
ecution for all the Portfolio's transactions.
Since the Portfolio's shares are marketed directly, without the intermedia-
tion of brokers or dealers, the Adviser does not direct its brokerage and
principal business to firms on the basis of how many Portfolio shares they
have sold. The Adviser may place Portfolio orders with qualified broker-deal-
ers who recommend the Portfolio or who act as agents in the purchase of shares
of the Portfolio for their clients.
Some securities considered for investment by the Portfolio may also be ap-
propriate for other clients served by the Adviser. If a purchase or sale of
securities is consistent with the investment policies of a Portfolio and one
or more of these other clients served by the Adviser is considered at or about
the same time, transactions in such securities will be allocated among the
Portfolio and clients in a fair and reasonable manner. Although there is no
specified formula for allocating such transactions, the various allocation
methods used by the Adviser, and the result of such allocations, are subject
to periodic review by the Fund's Board of Trustees.
GENERAL INFORMATION
The Portfolio is one of a series of investment portfolios available through
UAM Funds Trust, a no-load, open-end investment company known as a "mutual
fund." Each of the Portfolios which make up the Fund have different investment
objectives and policies. Together, the Portfolios offer a diverse set of risk
and return characteristics to suit a wide range of investor needs. The Fund
was organized under the name "The Regis Fund II" on May 18, 1994, as a Dela-
ware business trust. On October 31, 1995, the name was changed to "UAM Funds
Trust."
13
<PAGE>
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Officers of the Fund manage its day-to-day operations and are responsi-
ble to the Fund's Board of Trustees. The Trustees set broad policies for the
Fund and elect its Officers.
The Fund's Agreement and Declaration of Trust permits the Fund to issue an
unlimited number of shares of beneficial interest, without par value. The
Trustees have the power to designate one or more series ("Portfolios") or
classes of shares of beneficial interest without further action by sharehold-
ers.
The shares of each Portfolio have noncumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
Trustees can elect 100% of the Trustees. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share
held), then standing in his or her name on the books of the Fund. Both Insti-
tutional Class and Institutional Service Class Shares represent an interest in
the same assets of a Portfolio and are identical in all respects. The Service
Class Shares bear certain expenses related to shareholder servicing, and may
bear expenses related to the distribution of such shares and have exclusive
voting rights with respect to matters relating to such distribution expendi-
tures. For information about the Service Class Shares of the Portfolios along
with the fees and expenses associated with such shares, contact the UAM Funds
Service Center. The Fund will not ordinarily hold shareholder meetings except
as required by the 1940 Act and other applicable laws. The Fund has undertaken
that its Trustees will call a meeting of shareholders if such a meeting is re-
quested in writing by the holders of not less than 10% of the outstanding
shares of the Fund. To the extent required by the undertaking, the Fund will
assist shareholder communications in such matters.
CUSTODIAN
The Chase Manhattan Bank serves as custodian of the Fund's assets.
ACCOUNTANTS
Price Waterhouse LLP acts as the independent accountants for the Fund and
audits its financial statements annually.
SUB-ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT
Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as sub-administrator, transfer agent and dividend disbursing agent for
the Fund.
REPORTS
Investors will receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by writing to the UAM Funds Service Center
at the address or telephone number listed on the cover of this Prospectus.
LITIGATION
The Fund is not involved in any litigation.
PERFORMANCE CALCULATIONS
The Portfolio may advertise or quote total return data. Total return figures
are based on historical earnings and are not intended to indicate future per-
formance.
Total return is the change in value of an investment in the Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A cu-
mulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of re-
turn that, if achieved annually, would have produced the same cumulative total
return if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same as
actual year-by-year results.
The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolio's Statement of Additional Information.
Since this is a new Portfolio, we can offer no information about past port-
folio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the Portfo-
lio's Annual Report to Shareholders, which may be obtained without charge.
14
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN THE PORTFOLIO'S
STATEMENT OF ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT BE LAWFULLY MADE.
APPENDIX
The developed and emerging countries in which the Adviser initially intends
to invest include:
<TABLE>
<S> <C> <C>
Argentina Hong Kong Peru
Australia Indonesia Philippines
Brazil Ireland Russia
Czech Republic Israel Singapore
Chili Italy South Korea
China Japan Spain
Denmark Malaysia Sweden
Finland Mexico Switzerland
France Netherlands Thailand
Great Britain Norway
</TABLE>
This list is not exclusive.
15
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES
ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio
CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio
COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio
C.S. MCKEE & COMPANY, INC.
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio
HANSON INVESTMENT MANAGEMENT COMPANY
Hanson Equity Portfolio
INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
INVESTMENT RESEARCH COMPANY
IRC Enhanced Index Portfolio
MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio
NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's Equity Portfolio
NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
RICE, HALL, JAMES & ASSOCIATES
Rice, Hall, James Small Cap Portfolio
SIRACH CAPITAL MANAGEMENT, INC.
Sirach Equity Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
16
<PAGE>
SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio
Enhanced Monthly Income Portfolio
STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
THOMPSON, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
IS&W International Equity Portfolio
17
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 14
PART B
The following Statement of Additional Information is included in this Post-
Effective Amendment No. 14:
. Jacobs International Octagon Portfolio Institutional Class Shares
The following Statements of Additional Information are incorporated by reference
to Post-Effective Amendment No. 13:
. BHM&S Total Return Bond Portfolio Institutional and Institutional Service
Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional and Institutional Service
Class Shares
. Newbold's Equity Portfolio Institutional and Institutional Service Class
Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Statement of Additional Information is incorporated by reference
to Post-Effective Amendment No. 12:
. FPA Crescent Portfolio Institutional and Institutional Service Class Shares
The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 2 filed on November 25, 1994:
. Dwight Principal Preservation Portfolio
<PAGE>
PART B
UAM FUNDS
JACOBS INTERNATIONAL OCTAGON PORTFOLIO
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
____________, 1996
This Statement is not a Prospectus but should be read in conjunction with UAM
Funds Trust's Prospectus for the Jacobs International Octagon Institutional
Class Shares dated __________, 1996. To obtain the Prospectus, please call
UAM Funds Service Center:
1-800-638-7983
Table of Contents
Page
----
Investment Objectives and Policies.......................
Purchase of Shares.......................................
Redemption of Shares.....................................
Shareholder Services.....................................
Investment Limitations...................................
Management of the Fund...................................
Investment Adviser.......................................
Portfolio Transactions...................................
Administrative Services..................................
Performance Calculations.................................
General Information......................................
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objective and policies
of the Jacobs International Octagon Portfolio (the "Portfolio") as set forth in
the Portfolio's Prospectus:
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the Portfolio may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolio may incur costs in connection
with conversions between various currencies. The Portfolio will conduct its
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for such trades.
<PAGE>
The Portfolio may enter into forward currency exchange contracts in
several circumstances. When the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividends or interest
payments on a security which it holds, the Portfolio may desire to "lock-in" the
U.S. dollar price of the security or the U.S. dollar equivalent of such dividend
or interest payment, as the case may be. By entering into a forward contract
for a fixed amount of dollars for the purchase or sale of the amount of foreign
currency involved in the underlying transactions, the Portfolio will be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date on which the security is purchased or sold, or on which
the dividend or interest payment is declared, and the date on which such
payments are made or received.
Additionally, when the Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars, to
sell the amount of foreign currency approximating the value of some or all of
the Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of these securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. From time to time, the Portfolio may
enter into forward contracts to protect the value of portfolio securities and
enhance Portfolio performance. The Portfolio will not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Portfolio to deliver an amount of foreign
currency in excess of the value of the Portfolio securities or other assets
denominated in that currency.
Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of the
Portfolio will thereby be served. Except when the Portfolio enters into a
forward contract for the purchase or sale of a security denominated in a foreign
currency, which requires no segregation, a forward contract which obligates the
Portfolio to buy or sell currency will generally require the Fund's Custodian to
hold an amount of that currency or liquid securities denominated in that
currency equal to the Portfolio's obligations, or to segregate liquid high grade
assets equal to the amount of the Portfolio's obligation. If the value of the
segregated assets declines, additional liquid high grade assets will be
segregated on a daily basis so that the value of the segregated assets will be
equal to the amount of the Portfolio's commitments with respect to such
contracts.
If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or loss (as described
below) to the extent that there has been movement in forward contract prices.
Should forward prices decline during the period between the Portfolio entering
into a forward contract for the sale of a foreign currency and the date it
enters into an offsetting contract for the purchase of the foreign currency, the
Portfolio will realize a gain to the extent that the price of the currency it
has agreed to sell exceeds the price of the currency it has agreed to purchase.
Should forward prices increase, the Portfolio would suffer a loss to the extent
that the price of the currency it has agreed to purchase exceeds the price of
the currency it has agreed to sell.
The Portfolio's dealings in forward foreign currency exchange contracts
will be limited to the transactions described above. Of course, the Portfolio is
not required to enter into such transactions with regard to their foreign
currency-denominated securities. It also should be realized that this method of
protecting the value of portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which one can achieve at
some future point in time. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in
-2-
<PAGE>
the value of the hedged currency, at the same time, they tend to limit any
potential gain which might result should the value of such currency increase.
RISKS OF FORWARD CONTRACTS
Forward contracts are not traded on contract markets regulated by the
CFTC or by the Commission. To the contrary, such instruments are traded through
financial institutions acting as market-makers. Moreover, a trader of forward
contracts could lose amounts substantially in excess of their initial
investments, due to the margin and collateral requirements associated with such
positions.
In addition, forward contracts may be traded on foreign exchanges. Such
transactions are subject to the risk of governmental actions affecting trading
in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by (i) other complex foreign
political and economic factors, (ii) lesser availability than in the United
States of data on which to make trading decisions, (iii) delays in a Portfolio's
ability to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.
FEDERAL TAX TREATMENT OF FORWARD CURRENCY CONTRACTS
The Portfolio is required for Federal income tax purposes to recognize
as income for each taxable year its net unrealized gains and losses on forward
currency contracts as of the end of each taxable year as well as those actually
realized during the year. Realized gain or loss attributable to a foreign
currency forward contract is treated as 100% ordinary income.
In order for the Portfolio to continue to qualify for Federal income
tax treatment as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"), at least 90% of the Portfolio's gross income
for a taxable year must be derived from certain qualifying income, i.e.,
dividends, interest, income derived from loans of securities and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
related income, including gains from forward contracts, derived with respect to
its business investing in stock, securities or currencies. Qualification as a
regulated investment company also requires that less than 30% of the Portfolio's
gross income be derived from the sale or other disposition of stock, securities,
or forward contracts (including certain foreign currencies not directly related
to the Fund's business of investing in stock or securities) held less than three
months.
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes (including
unrealized gains at the end of the Portfolio's taxable year). Shareholders will
be advised of the nature of the payment.
DEPOSITARY RECEIPTS
ADRs are depositary receipts typically used by a U.S. bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation. EDRs and GDRs are typically issued by foreign banks or trust
companies, although they also may be issued by U.S. banks or trust companies,
and evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, depositary receipts in registered form are
designed for use in the U.S. securities market and depositary receipts in bearer
form are designed for use in securities markets outside the United States.
Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted. Depositary receipts
may be issued pursuant to sponsored or unsponsored programs. In sponsored
programs, an issuer has made arrangements to have its securities traded in the
form of depositary receipts. In unsponsored programs, the issuer may not be
directly involved in the creation of the
-3-
<PAGE>
program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated in the
creation of a sponsored program. Accordingly, there may be less information
available regarding issuers of securities underlying unsponsored programs and
there may not be a correlation between such information and the market value of
the depositary receipts. Depositary receipts also involve the risks of other
investments in foreign securities, as discussed in the Prospectus. For purposes
of the Portfolio's investment policies, the Portfolio's investments in
depositary receipts will be deemed to be investments in the underlying
securities.
SECURITIES LENDING
The Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. By lending its investment
securities, a Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. The Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United State Government having a value at
all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). All relevant facts and circumstances, including the credit-
worthiness of the broker, dealer or institution, will be considered in making
decisions with respect to the lending of securities, subject to review by the
Board of Trustees.
At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and approved
by the investment company's Board of Trustees. The Portfolio will continue to
retain any voting rights with respect to the loaned securities. If a material
event occurs affecting an investment on a loan, the loan must be called and the
securities voted.
PURCHASE OF SHARES
Shares of the Portfolio may be purchased without sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund, and payment is received by the Fund's custodian. The minimum
initial investment required for the Portfolio is $2,500 with certain exceptions
as may be determined from time to time by the Officers of the Fund. The initial
investment minimum for IRA accounts is $500. The initial investment for spousal
IRA accounts is $250. The minimum for any subsequent investment is $100. An
order received in proper form prior to the 4:00 p.m. close of the New York Stock
Exchange (the "Exchange") will be executed at the price computed on the date of
receipt; and an order received not in proper form or after the 4:00 p.m. close
of the Exchange will be executed at the price computed on the next day the
Exchange is open after proper receipt. The Exchange will be closed on the
following days: Thanksgiving Day, November 28, 1996; Christmas Day, December 25,
1996; New Year's Day, January 1, 1997; President's Day, February 17, 1997; Good
Friday, March 28, 1997; Memorial Day, May 30, 1997; and Independence Day, July
4, 1997.
-4-
<PAGE>
The Portfolio reserves the right in its sole discretion (1) to suspend
the offering of its shares, (2) to reject purchase orders when in the judgment
of management such rejection is in the best interests of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the Portfolio's shares.
REDEMPTION OF SHARES
The Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commission,
(2) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for the
Portfolio to dispose of securities owned by it or to fairly determine the value
of its assets, and (3) for such other periods as the Commission may permit. The
Fund has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in investment securities or in cash as the Board of
Trustees may deem advisable; however, payment will be made wholly in cash unless
the Board of Trustees believes that economic or market conditions exist which
would make such a practice detrimental to the best interests of the Fund. If
redemptions are paid in investment securities, such securities will be valued as
set forth in the Prospectus under "VALUATION OF SHARES," and a redeeming
shareholder would normally incur brokerage expenses if those securities were
converted to cash.
No charge is made by the Portfolio for redemptions. Any redemption may
be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services
Company (the "Sub-Administrator") from fraud, signature guarantees are required
for certain redemptions. Signature guarantees are required for (1) redemptions
where the proceeds are to be sent to someone other than the registered
shareowner(s) or the registered address or (2) share transfer requests. The
purpose of signature guarantees is to verify the identity of the party who has
authorized a redemption.
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of "eligible guarantor institution"
is available from the Sub-Administrator. Broker-dealers guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.
The signature guarantee must appear either: (1) on the written request
for redemption; (2) on a separate instrument for assignment ("stock power")
which should specify the total number of shares to be redeemed; or (3) on all
stock certificates tendered for redemption and, if shares held by the Fund are
also being redeemed, on the letter or stock power.
SHAREHOLDER SERVICES
The following supplements the shareholder services information set forth
in the Portfolio's Prospectus:
EXCHANGE PRIVILEGE
-5-
<PAGE>
Shares of the Jacobs International Octagon Portfolio may be exchanged
for any other Institutional Class Shares of a Portfolio included within the UAM
Funds which is comprised of the Fund and UAM Funds (See the list of Portfolios
of the UAM Funds - Institutional Class Shares at the end of the Prospectus.)
Exchange requests should be made by calling the Fund (1-800-638-7983) or by
writing to UAM Funds Trust, UAM Funds Service Center, c/o Chase Global Funds
Services Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege
is only available with respect to Portfolios that are registered for sale in the
shareholder's state of residence.
Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You may
obtain a Prospectus for the Portfolio(s) you are interested in by calling the
UAM Funds Service Center at 1-800-638-7983.
Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency, and to other restrictions established by the Board of Trustees to
assure that such exchanges do not disadvantage the Fund and its shareholders.
For Federal income tax purposes an exchange between Funds is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolio to another person by
making a written request to the Fund. The request should clearly identify the
account and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described under "Redemption
of Shares." As in the case of redemptions, the written request must be received
in good order before any transfer can be made.
INVESTMENT LIMITATIONS
The following limitations supplement those set forth in the Prospectus.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of the Portfolio's acquisition of such
security or other asset. Accordingly, any later increase or decrease resulting
from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with the Portfolio's
investment limitations. Investment limitations (1), (2), (3) and (4) are
classified as fundamental. The Portfolio's fundamental investment limitations
cannot be changed without approval by a "majority of the outstanding shares" (as
defined in the 1940 Act) of the Portfolio. The Portfolio will not:
(1) invest in physical commodities or contracts on physical
commodities;
-6-
<PAGE>
(2) purchase or sell real estate or real estate limited partnerships,
although it may purchase and sell securities of companies which
deal in real estate and may purchase and sell securities which are
secured by interests in real estate;
(3) make loans except (i) by purchasing debt securities in accordance
with its investment objectives and (ii) by lending its portfolio
securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with the
1940 Act or the rules and regulations or interpretations of the
Commission thereunder;
(4) underwrite the securities of other issuers;
(5) invest in futures and/or options on futures;
(6) purchase on margin or sell short;
(7) purchase or retain securities of an issuer if those officers and
directors of the Fund or its investment adviser owning more than
1/2 of 1% of such securities together own more than 5% of such
securities;
(8) invest more than an aggregate of 15% of the net assets of the
Portfolio, determined at the time of investment, in securities
subject to legal or contractual restrictions on resale or
securities for which there are no readily available markets;
(9) invest for the purpose of exercising control over management of
any company;
(10) write or acquire options or interests in oil, gas, mineral leases
or other mineral exploration or development programs; and
(11) invest in warrants, valued at the lower of cost or market,
exceeding 5.0% of the value of the Portfolio's net assets.
Included within that amount, but not to exceed 2.0% of the value
of the Portfolio's net assets, may be warrants which are not
listed on the New York or American Stock Exchanges. Warrants
acquired by the Portfolio in units or attached to securities may
be deemed to be without value.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees, The Trustees set broad policies for
the Fund and elect its Officers. As of August 31, 1996, the Trustees and
Officers of the Fund owned less than 1% of the Fund's outstanding shares. The
following is a list of the Trustees and Officers of the Fund and a brief
statement of their present positions and principal occupations during the past
five years:
Mary Rudie Barneby*
1133 Avenue of the Americas
New York, NY 10036
Age 44
Trustee and Executive Vice President of the Fund; President, UAM Retirement Plan
Services, Inc.; Former President of UAM Fund Distributors, Inc. Formerly
responsible for Defined Contribution Plan Services at a division of the
Equitable Companies and at the Dreyfus Corporation.
-7-
<PAGE>
John T. Bennett, Jr.
College Road - RFD 3
Meredith, NH 03253
Age 67
Trustee of the Fund; President of Squam Investment Management Company, Inc. and
Great Island Investment Company, Inc.; President of Bennett Management Company
from 1988 to 1993.
J. Edward Day
5804 Brookside Drive
Chevy Chase, MD 20815
Age 81
Trustee of the Fund; Retired Partner in the Washington office of the law firm
Squire, Sanders & Dempsey; Director, Medical Mutual Liability Insurance Society
of Maryland; formerly, Chairman of The Montgomery County, Maryland, Revenue
Authority.
Philip D. English
16 West Madison Street
Baltimore, MD 21201
Age 48
Trustee of the Fund; President and Chief Executive Officer of Broventure
Company, Inc.; Chairman of the Board of Chektec Corporation, BioTrax, Inc. and
Cyber Scientific, Inc.
William A. Humenuk
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Age 54
Trustee of the Fund; Partner in the Philadelphia office of the law firm Dechert
Price & Rhoads; Director, Hofler Corp.
Norton H. Reamer*
One International Place
Boston, MA 02110
Age 60
Trustee, President and Chairman of the Fund; President, Chief Executive Officer
and a Director of United Asset Management Corporation; Director, Partner or
Trustee of each of the Investment Companies of the Eaton Vance Group of Mutual
Funds.
Peter M. Whitman, Jr.*
One Financial Center
Boston, MA 02110
Age 53
Trustee of the Fund; President and Chief Investment Officer of Dewey Square
Investors Corporation ("DSI") since 1988; Director and Chief Executive Officer
of H.T. Investors, Inc., a subsidiary of DSI.
William H. Park*
One International Place
Boston, 02110
Age 49
Vice President of the Fund; Executive Vice President and Chief Financial Officer
of United Asset Management Corporation.
Gary L. French
211 Congress Street
Boston, MA 02110
Age 45
Treasurer of the Fund; President and Chief Executive Officer of UAM Fund
Services, Inc.; President of UAM Fund Distributors, Inc.; formerly Vice
President-Operations Development and Control of Fidelity Investment
Institutional Services from February 1995 to August 1995; Treasurer of the
Fidelity Group of Funds from 1991 to February 1995.
Michael E. DeFao
211 Congress Street
Boston, MA 02110
Age 28
Secretary of the Fund, Vice President and General Counsel of UAM Fund Services,
Inc. and UAM Fund Distributors, Inc.; formerly an Associate of Ropes and Gray (a
law firm) from 1993 to November 1995.
Robert R. Flaherty*
211 Congress Street
Boston, MA 02110
Age 32
Assistant Treasurer of the Fund; Vice President of UAM Fund Services, Inc.;
formerly Manager of Fund Administration and Compliance of the Administrator from
March 1995 to July 1996; formerly Senior Manager of Deloitte & Touche LLP from
1985 to 1995.
-8-
<PAGE>
Karl O. Hartmann*
73 Tremont Street
Boston, MA 02108
Age 41
Assistant Secretary of the Fund; Senior Vice President, Secretary and General
Counsel of Chase Global Funds Services Company; Senior Vice President, Secretary
and General Counsel of Leland, O'Brien, Rubinstein Associates, Inc. from
November 1990 to November 1991; Vice President and Associate General Counsel of
The Boston Company Advisors, Inc. from August 1988 to November 1990.
*This person is deemed to be an "interested person" of the Fund as that term is
defined in the 1940 Act.
REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $1,050 per quarter. In addition, each unaffiliated Trustee receives a
$2,000 meeting fee which is aggregated for all the Trustees and allocated
proportionately among the Portfolios of the Fund, UAM Funds as well as AEW
Commercial Mortgage Securities Fund, Inc. and reimbursement for travel and other
expenses incurred while attending Board meetings. Trustees who are also officers
or affiliated persons receive no remuneration for their service as Trustees. The
Fund's officers and employees are paid by either the Adviser, United Asset
Management Corporation ("UAM"), or the Administrator and receive no compensation
from the Fund.
The following table shows aggregate compensation to be paid to each of
the Fund's unaffiliated Trustees by the Fund and total compensation paid by the
Fund, UAM Funds and AEW Commercial Mortgage Securities Fund, Inc. (collectively
the "Fund Complex") in the fiscal year ended April 30, 1995.
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Person Position Aggregate Pension or Estimated Total
Compensation Retirement Annual Benefits Compensation from
From Registrant Benefits Accrued Upon Registrant and
as Part of Fund Retirement Fund Complex
Expenses Paid to Directors
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
Trustee $3,396 0 0 $29,600
J. Edward Day
Trustee $3,396 0 0 $29,600
Philip D. English
Trustee $3,396 0 0 $29,600
William A. Humenuk
Trustee $3,396 0 0 $29,600
</TABLE>
INVESTMENT ADVISER
CONTROL OF ADVISER
Jacobs Asset Management (the "Adviser") is a [Florida] limited
partnership organized in July 1995. UAM is a limited partner of the Adviser and
owns a controlling interest in the Adviser. UAM is a holding company
incorporated in Delaware in December 1980 for the purpose of acquiring and
owning firms engaged primarily in institutional investment management. Since its
first acquisition in August 1983, UAM has acquired or organized approximately __
wholly-owned affiliated firms (the "UAM Affiliated Firms"). UAM believes that
permitting UAM Affiliated Firms to retain control over their investment advisory
decisions is necessary to allow
-9-
<PAGE>
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them. Several UAM Affiliated Firms also act as investment advisers to separate
series or Portfolios of UAM Funds, a registered investment company.
ADVISORY FEES
As compensation for services rendered by the Adviser under the
Investment Advisory Agreement, the Portfolio pays the Adviser an annual fee in
monthly installments, calculated by applying the following annual percentage
rates to the Portfolio's average daily net assets for the month:
Jacobs International Octagon Portfolio......................... 1.00%
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
The Adviser may, however, consistent with the interests of the Portfolio, select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio. Information and research received from such brokers
will be in addition to, and not in lieu of, the services required to be
performed by the Adviser under the Investment Advisory Agreement. A commission
paid to such brokers may be higher than that which another qualified broker
would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Portfolio and the Adviser's other clients.
It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of shares which may be made
through broker-dealer firms. However, the Adviser may place portfolio orders
with qualified broker-dealers who refer clients to the Adviser.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Board of Trustees.
ADMINISTRATIVE SERVICES
Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM
Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, MA 02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios. UAMFSI has subcontracted the
performance of certain of such services to Chase Global Funds Services
-10-
<PAGE>
Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, pursuant to a
Mutual Funds Service Agreement dated April 15, 1996. CGFSC is located at
73 Tremont Street, Boston, MA 02108-3913. Effective April 1, 1996, The Chase
Manhattan Corporation, the parent of The Chase Manhattan Bank, merged with and
into Chemical Banking Corporation, the parent company of Chemical Bank. Chemical
Banking Corporation is the surviving corporation and will continue its existence
under the name "The Chase Manhattan Corporation."
Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a
Portfolio-specific fee which is retained by UAMFSI and a sub-administration fee
which UAMFSI in turn pays to CGFSC. The Portfolio-specific fee for the Jacobs
International Octagon Portfolio is 0.04% of aggregate net assets. The sub-
administration fee calculated on an annualized basis equals: 0.19 of 1% of the
first $200 million of total net assets of the Fund; 0.11 of 1% of the next $800
million of total net assets of the Fund; 0.07 of 1% of total net assets in
excess of $1 billion but less than $3 billion; and 0.05 of 1% of total net
assets in excess of $3 billion. The sub-administration fees are allocated among
the Portfolios on the basis of their relative assets and are subject top a
graduated minimum fee schedule per Portfolio of $2,000 per month upon inception
of a Portfolio to $70,000 annually after two years. If a separate class of
shares is added to a Portfolio, the minimum annual fee payable by that Portfolio
may be increased by up to $20,000.
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolio may from time to time quote various performance figures to
illustrate past performance. Performance quotations by investment companies are
subject to rules adopted by the Commission, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the
Commission. An explanation of those and other methods used to compute or
express performance follows.
YIELD
Current yield reflects the income per share earned by the Portfolio's
investment. The current yield of the Portfolio is determined by dividing the
net investment income per share earned during a 30-day base period by the
maximum offering price per share on the last day of the period and annualizing
the result. Expenses accrued for the period include any fees charged to all
shareholders during the base period.
This figure was obtained using the following formula:
Yield = 2[(a-b + 1)/6/ - 1]
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
TOTAL RETURN
The average annual total return of the Portfolio is determined by
finding the average annual compounded rates of return over 1, 5 and 10 year
periods that would equate an initial hypothetical $1,000 investment to its
ending redeemable value. The calculation assumes that all dividends and
distributions are reinvested when paid. The quotation assumes the amount was
completely redeemed at the end of each 1, 5 and 10 year period and the deduction
of all applicable Fund expenses on an annual basis.
-11-
<PAGE>
These figures were calculated according to the following formula:
P(1+T)/n/ = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10
year periods (or fractional portion thereof).
COMPARISONS
To help investors better evaluate how an investment in the Portfolio
might satisfy their investment objective, advertisements regarding the Fund may
discuss various measures of Fund performance as reported by various financial
publications. Advertisements may also compare performance (as calculated above)
to performance as reported by other investments, indices and averages. The
following publications, indices and averages may be used:
(a) Dow Jones Composite Average or its component averages -- an
unmanaged index composed of 30 blue-chip industrial corporation stocks
(Dow Jones Industrial Average), 15 utilities company stocks and 20
transportation stocks. Comparisons of performance assume reinvestment of
dividends.
(b) Standard & Poor's 500 Stock Index or its component indices -- an
unmanaged index composed of 400 industrial stocks, 40 financial stocks,
40 utilities stocks and 20 transportation stocks. Comparisons of
performance assume reinvestment of dividends.
(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial utilities, transportation and finance
stocks listed on the New York Stock Exchange.
(d) Wilshire 5000 Equity index or its component indices -- represents
the return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.
(e) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed
Income Fund Performance Analysis -- measure total return and average
current yields for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestments of all
distributions, exclusive of any applicable sales charges.
(f) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents, including
North America.
(g) NASDAQ Industrial Index -- is composed of more than 3,000
industrial issues. It is a value-weighted index calculated on price
change only and does not include income.
(h) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.
(i) Russell 2000 -- composed of the 2,000 smallest stocks in the
Russell 3000, a market value weighted index of the 3,000 largest U.S.
publicly-traded companies.
-12-
<PAGE>
(j) The Saloman-Russell Broad Market Index (BMI) -- measures the
performance of approximately 4,500 institutionally investable equity
securities in 23 worldwide local markets whose combined total available
market capitalization exceeds $106 million. The BMI is split into two
major components. The Primary Market Index defines the large stock
universe, representing the top 80% of the available capital of the BMI in
each country. The Extended Market Index represents the remaining 20% of
the available capital that defines the small stock universe.
(k) International Finance Corporation Indices (IFC) -- measure the
performance of 800 stocks in over 20 emerging equity markets.
(l) Morgan Stanley Capital International Emerging Market Indices --
represent the local industry composition in emerging market countries.
The indices aim to cover 60% of the available total market capitalization
of each local market and currently include returns on 13 emerging equity
markets.
(m) The Morgan Stanley Capital International Europe 13 Index -- an
unmanaged index composed of the securities listed on the stock exchanges
of the following countries: Austriala, Belgium, Denmark, Finland, France,
Germany, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland and
the United Kingdom.
(n) CDA Mutual Fund Report published by CDA Investment Technologies,
Inc. -- analyzes price, current yield, risk, total return and average
rate of return (average compounded growth rate) over specified time
periods for the mutual fund industry.
(o) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.
(p) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial
Times, Global Investor, Wall Street Journal and Weisenberger Investment
Companies Service -- publications that rate fund performance over
specified time periods.
(q) Consumer Price Index (or Cost of Living Index) published by the
U.S. Bureau of Labor Statistics -- a statistical measure of change over
time in the price of goods and services in major expenditure groups.
(r) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates --historical measure of yield, price and total return for
common and small company stock, long-term government bonds, U.S. Treasury
bills and inflation.
(s) Savings and Loan Historical Interest Rates -- as published by the
U.S. Savings & Loan League Fact Book.
(t) Historical data supplied by the research departments of First
Boston Corporation; the J.P. Morgan companies; Saloman Brothers; Merrill
Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg L.P.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the Portfolio,
that the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Portfolio will continue this performance as compared to such other
averages.
-13-
<PAGE>
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "The Regis Fund II" as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust." The Fund's principal executive office is located
at One International Place, 44th Floor, Boston, MA 02110; however all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's Agreement and Declaration of Trust permits the Fund to issue an unlimited
number of shares of beneficial interest, without par value. The Trustees have
the power to designate one or more series ("Portfolios") or classes of shares of
beneficial interest without further action by shareholders. Currently, the Fund
is offering shares of _______ Portfolios.
On each matter submitted to a vote of the shareholders, each holder of a
share shall be entitled to one vote for each whole share and a fractional vote
for each fractional share standing in his or her name on the books of the Fund.
In the event of liquidation of the Fund, the holders of the shares of
each Portfolio or any class thereof that has been established and designated
shall be entitled to receive, when and as declared by the Trustees, the excess
of the assets belonging to that Portfolio, or in the case of a class, belonging
to that Portfolio and allocable to that class, over the liabilities belonging to
that Portfolio or class. The assets so distributable to the holders of shares of
any particular Portfolio or class thereof shall be distributed to the holders in
proportion to the number of shares of that Portfolio or class thereof held by
them and recorded on the books of the Fund. The liquidation of any Portfolio or
class thereof may be authorized at any time by vote of a majority of the
Trustees then in office.
Shareholders of both Classes of the Fund's Portfolios have no pre-emptive
or other rights to subscribe to any additional shares or other securities issued
by the Fund or any Portfolio, except as the Trustees in their sole discretion
shall have determined by resolution. Both Institutional Class and Service Class
Shares represent an interest in the same assets of the Portfolio and are
identical in all respects except that the Service Class shares bear certain
expenses related to shareholder servicing and the distribution of such shares,
and have exclusive voting rights with respect to matters relating to such
distribution expenditures.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of the Portfolio's
net investment income, if any, together with any net realized capital gains
annually in the amount and at the times that will avoid both income (including
capital gains) taxes incurred and the imposition of the Federal excise tax on
undistributed income and capital gains. The amounts of any income dividends or
capital gains distributions cannot be predicted. See discussion under
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" in the Prospectus.
Any dividend or distribution paid shortly after the purchase of shares
of the Portfolio by an investor may have the effect of reducing the per share
net asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectus.
As set forth in the Prospectus, unless the shareholder elects otherwise
in writing, all dividend and capital gains distributions are automatically
received in additional shares of the respective Portfolio of the Fund at net
asset value (as of the business day following the record date). This will remain
in effect until the Fund is notified by the shareholder in writing at least
three days prior to the record date that either the Income Option (income
dividends in cash and capital gains distributions in additional shares at net
asset value) or the Cash
-14-
<PAGE>
Option (both income dividends and capital gains distributions in cash) has been
elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.
Each Portfolio of the Fund will be treated as a separate entity (and
hence as a separate "regulated investment company") for Federal tax purposes.
Any net capital gains recognized by the Portfolio will be distributed to its
investors without need to offset (for Federal income tax purposes) such gains
against any net capital losses of another Portfolio.
FEDERAL TAXES
In order for the Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of the Portfolio's gross income for
a taxable year must be derived from certain qualifying income, i.e., dividends,
interest, income derived from loans of securities and gains from the sale or
other disposition of stock, securities or foreign currencies, or other related
income, including gains from forward contracts, derived with respect to its
business investing in stock, securities or currencies. Qualification as a
regulated investment company also requires that less than 30% of the Portfolio's
gross income be derived from the sale or other disposition of stock, securities,
or forward contracts (including certain foreign currencies not directly related
to the Fund's business of investing in stock or securities) held less than three
months.
The Portfolio is required for Federal income tax purposes to recognize
as income for the taxable year its net unrealized gains and losses on forward
currency contracts as of the end of the taxable year as well as those actually
realized during the year. Recognized gain or loss attributable to a foreign
currency forward contract is treated as 100% ordinary income.
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised of the nature of the payment.
CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.
-15-
<PAGE>
PART C
UAM FUNDS TRUST
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Incorporated by reference to Post-Effective Amendment No. 13 (in Part
A) for the Portfolios listed below are "Financial Highlights" for the
period from the date indicated to the fiscal year ended April 30,
1996:
BHM&S Total Return Bond Portfolio Institutional Class Shares
(November 1, 1995)
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
(November 1, 1995)
Chicago Asset Management Intermediate Bond Portfolio Institutional
Class Shares (January 24, 1995)
Chicago Asset Management Value/Contrarian Portfolio Institutional
Class Shares (December 16, 1994)
IRC Enhanced Index Portfolio Institutional Class Shares
(January 23, 1996)
MJI International Equity Portfolio Institutional Class Shares
(September 16, 1994)
Newbold's Equity Portfolio Institutional Class Shares
(September 13, 1995)
TJ Core Equity Portfolio Institutional Service Class Shares
(September 28, 1995)
Included in Part B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUND, EACH
DATED APRIL 30, 1996, FILED ELECTRONICALLY PURSUANT TO SECTION
30(b)(2) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (ACCESSION
NUMBER: 0000950109-96-004190 ARE THE FOLLOWING:
BHM&S Total Return Bond Portfolio Institutional Class Shares
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
Chicago Asset Management Intermediate Bond Portfolio Institutional
Class Shares
Chicago Asset Management Value/Contrarian Portfolio Institutional
Class Shares
IRC Enhanced Index Portfolio Institutional Class Shares
MJI International Equity Portfolio Institutional Class Shares
Newbold's Equity Portfolio Institutional Class Shares
TJ Core Equity Portfolio Institutional Service Class Shares
The Financial Statements for the above-referenced Portfolios for the
time periods set forth in each Portfolio's Annual Report dated
April 30, 1996 include:
(a) Statement of Net Assets as of April 30, 1996
(b) Statement of Operations for the period ended April 30, 1996
(c) Statement of Changes in Net Assets for the period ended
April 30, 1996
(d) Financial Highlights as of April 30, 1996
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(B) EXHIBITS
Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following reference is used: PEA13 = Post-Effective Amendment No. 13
filed on August 28, 1996, PEA12 = Post-Effective Amendment No. 12 filed on July
17, 1996, PEA11 = Post-Effective No. 11 filed on July 1, 1996, PEA10 = Post-
Effective Amendment No. 10 filed on July 1, 1996, PEA9 = Post-Effective
Amendment No. 9 filed on May 1, 1996, PEA8 = Post-Effective Amendment No. 8
filed on March 13, 1996, PEA7 = Post-Effective Amendment No. 7 filed on August
28, 1995, PEA4 = Post-Effective Amendment No. 4 filed on February 9, 1995, PEA3
= Post-Effective Amendment No. 3 filed on December 14, 1994, PEA2 = Post-
Effective Amendment No. 2 filed on November 25, 1994, PEA1 = Post-Effective
Amendment No. 1 filed on November 15, 1994, RS = original Registration Statement
on Form N-1A filed on June 3, 1994 and Pre EA = Pre-Effective Amendment No. 1
filed on August 24, 1994.
<TABLE>
<CAPTION>
Exhibit Incorporated by
- ------- ---------------
Reference to (Location):
------------------------
<S> <C>
1. Declaration of Trust RS
A. Certificate of Amendment to
Certificate of Trust PEA8
2. By-Laws RS
3. Not Applicable
4. Specimen Share Certificate PEA1, PEA2, PEA3, PEA4, PEA11, PEA12, Filed herewith
5. Forms of Investment Advisory Agreements RS, PEA1, PEA2, PEA3, PEA4, PEA12,Filed herewith
6. Form of Distribution Agreement RS
7. Not Applicable
8. Form of Custody Agreements RS
9. A. Fund Administration Agreement PEA 13
B. Mutual Funds Service Agreement PEA 13
10. Opinion and Consent of Counsel Pre EA
11. Consent of Independent Accountants
A. Consent of Independent Accountants
with respect to 1996 Annual Reports PEA 13
12. Other Financial Statements Not Applicable
13. Agreement for Providing Initial Capital Pre EA
14. Not Applicable
15. Not Applicable
16. Not Applicable
18. Rule 18f-3 Multiple Class Plan PEA 8
24. Powers of Attorney RS, PEA7
</TABLE>
<PAGE>
27. Financial Data Schedules for the fiscal year PEA 13
ended April 30, 1996
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is not controlled by or under common control with any person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
NUMBER OF RECORDHOLDERS
TITLE OF CLASS OR SERIES AS OF AUGUST 31, 1996
- ------------------------ ---------------------
<S> <C>
BHM&S Total Return Bond Portfolio Institutional Class Shares...............................3
BHM&S Total Return Bond Portfolio Institutional Service Class Shares......................11
Chicago Asset Management Value/Contrarian Portfolio Institutional Class Shares............17
Chicago Asset Management Intermediate Bond Portfolio Institutional Class Shares............8
IRC Enhanced Index Portfolio Institutional Class Shares...................................22
MJI International Equity Portfolio Institutional Class Shares.............................51
Newbold's Equity Portfolio Institutional Class Shares.....................................21
TJ Core Equity Portfolio Institutional Service Class Shares................................9
Total....................................................................................142
</TABLE>
ITEM 27. INDEMNIFICATION
Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the caption "Fund Management and Administration" in the
Prospectuses constituting Part A of this Registration Statement and "Investment
Adviser" in Part B of this Registration Statement. The information required by
this Item 28 with respect to each director, officer, or partner of each
investment adviser of the Registrant is incorporated by reference to the Forms
ADV filed by the investment advisers listed below with the Securities and
Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended,
on the dates and under the File numbers indicated:
<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
<S> <C> <C>
Jacobs Asset Management, L.P. June 14, 1996 801-49790
First Pacific Advisors, Inc. March 28, 1996 801-39512
Chicago Asset Management Company March 7, 1996 801-20197
Murray Johnstone International Ltd. January 31, 1996 801-34926
Newbold's Asset Management, Inc. September 6, 1996 801-33560
Tom Johnson Investment Management, Inc. March 29, 1996 801-42549
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
<S> <C> <C>
Dwight Asset Management Company March 22, 1996 801-45304
Lotsoff Capital Management March 31, 1996 801-19825
Investment Research Company June 25, 1996 801-31292
Hanson Investment Management Company July 23, 1996 801-14817
Barrow, Hanley, Mewhinney & Strauss, Inc. February 29, 1996 801-31237
</TABLE>
Jacobs Asset Management, L.P., First Pacific Advisors, Inc., Chicago Asset
Management Company, Murray Johnstone International Ltd., Newbold's Asset
Management, Inc., Tom Johnson Investment Management, Inc., Dwight Asset
Management Company, Investment Research Company, Hanson Investment Management
Company and Barrow, Hanley, Mewhinney & Strauss, Inc. are wholly-owned
affiliates of United Asset Management Corporation ("UAM"), a Delaware
Corporation owning firms engaged primarily in institutional investment
management.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., the firm which acts as sole distributor of the
Registrant's shares, also acts as sole distributor for UAM Funds, Inc.
(b) Not applicable.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank.
ITEM 31. MANAGEMENT SERVICES
Not Applicable
ITEM 32. UNDERTAKINGS
(a) Not applicable
(b) (i) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Jacobs International Octagon Portfolio Institutional
Class Shares within four to six months from the commencement of
operations of the Portfolio.
(ii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Dwight Principal Preservation Portfolio
Institutional Class Shares within four to six months from the
commencement of operations of the Portfolio.
(iii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Hanson Equity Portfolio Institutional Class shares
within four to six months from the commencement of operations of the
Portfolio.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
(d) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a Trustee or
Trustees when requested in writing to do so by the holders of at least
10% of the
<PAGE>
Registrant's outstanding shares and in connection with such meeting to
comply with the provisions of Section 16(c) of the Investment Company
Act of 1940, as amended, relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 17th day of September, 1996.
UAM FUNDS TRUST
*
-------------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
<S> <C>
* , Chairman and President September 17, 1996
- ------------------------------------
Norton H. Reamer
* , Trustee September 17, 1996
- ------------------------------------
Mary Rudie Barneby
* , Trustee September 17, 1996
- ------------------------------------
John T. Bennett, Jr.
* , Trustee September 17, 1996
- ------------------------------------
J. Edward Day
* , Trustee September 17, 1996
- ------------------------------------
Philip D. English
* , Trustee September 17, 1996
- ------------------------------------
William A. Humenuk
* , Trustee September 17, 1996
- ------------------------------------
Peter M. Whitman, Jr.
/s/Gary L. French , Treasurer September 17, 1996
- ------------------------------------
Gary L. French
/s/ Karl O. Hartmann September 17, 1996
- ------------------------------------
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>
<PAGE>
UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)
FILE NOS. 811-8544/33-79858
POST-EFFECTIVE AMENDMENT NO. 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Specimen Share Certificate
5 Form of Investment Advisory Agreement
</TABLE>
<PAGE>
Exhibit No. 4
NUMBER SHARES
[ ] [ ]
UAM FUNDS TRUST
JACOBS INTERNATIONAL OCTAGON PORTFOLIO
INSTITUTIONAL CLASS SHARES
SHARES OF BENEFICIAL INTEREST,
WITHOUT PAR VALUE
CUSIP #:
THIS CERTIFIES THAT
SPECIMEN ORGANIZED UNDER
THE LAWS OF THE
STATE OF DELAWARE
IS THE OWNER OF
TRANSFERABLE ONLY ON THE BOOKS OF THE ABOVE TRUST BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AGREEMENT AND
DECLARATION OF TRUST OF UAM FUNDS TRUST TO ALL OF WHICH THE HOLDER BY
ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE IS NOT VALID UNTIL
COUNTERSIGNED BY THE SUB-TRANSFER AGENT. WITNESS, THE FACSIMILE SEAL
OF UAM FUNDS TRUST AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED:
THE CHASE MANHATTAN BANK,
SUB-TRANSFER AGENT AND REGISTRAR
SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS TRUST
THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER UPON REQUEST A
FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE PORTFOLIO IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE
TO THE SUB-TRANSFER AGENT OF THE COMPANY AT ITS OFFICE IN BOSTON,
MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
---------- --------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
-------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
- --------------------------------------------------------------------------------
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19___
SIGNATURE GUARANTEED
-------------------------------------
- ---------------------------------------------------
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
Exhibit No. 5
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
JACOBS INTERNATIONAL OCTAGON PORTFOLIO
AGREEMENT made this ______ day of ____, 1996 by and between UAM Funds
Trust, a Delaware business trust, (the "Fund") and Jacobs Asset Management,
Inc., a Florida corporation, (the "Adviser").
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Jacobs International Octagon Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the
1
<PAGE>
office space, furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 1.00%.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in
2
<PAGE>
effect subject to a pro rata adjustment based on the number of days elapsed in
the current fiscal month as a percentage of the total number of days in such
month.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. Reports. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby.
7. Liability of Adviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder
3
<PAGE>
including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of the Portfolio.
8. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Declaration of Trust and
Articles of Incorporation and the provisions of the 1940 Act.
9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of ________________, 1998
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at
4
<PAGE>
any time, without the payment of any penalty, by vote of a majority of the
entire Board of Trustees of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio on 60 days' written notice to the Adviser.
This Agreement may be terminated by the Adviser at any time, without the payment
of any penalty, upon 90 days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal office of such party.
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this __ day of ______, 1996.
JACOBS ASSET MANAGEMENT, INC. UAM FUNDS TRUST
5
<PAGE>
By By
------------------- ------------------------
Daniel Jacobs Norton H. Reamer
President Chairman of the Board
6
