MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENT NO. 8
As filed with the Securities and Exchange Commission on May 1, 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. 9 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 10 /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):
x Immediately upon filing pursuant to Paragraph (b)
o on (date) pursuant to Paragraph (b)
o 60 days after filing pursuant to paragraph (a) (1)
o on (date) pursuant to paragraph (a) (1)
o 75 days after filing pursuant to Paragraph (a) (2)
o 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. REGISTRANT FILED
ITS RULE 24F-2 NOTICE FOR THE FISCAL YEAR ENDED APRIL 30, 1995 ON JUNE
28, 1995.
<PAGE>
UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- ----------------------
Item 1. Cover Page Cover Page
Item 2. Synopsis Fees & Expenses; Summary:
About the Portfolio; Risk Factors
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Summary: About the Portfolio;
Risk Factors; Details on
Investment Policies, General
Fund Information
Item 5. Management of the Fund Summary: About the Portfolio;
Fund Management and
Administration
Item 5A. Management's Discussion of
Fund Performance Included in Registrant's
April 30, 1995 Annual Reports
to Shareholders
Item 6. Capital Stock and Other Securities Buying, Selling & Exchanging
Shares; How Share Prices are
Determined; Dividends, Capital
Gains Distributions and Taxes
Item 7. Purchase of Securities Being
Offered Buying, Selling & Exchanging
Shares
Item 8. Redemption or Repurchase Buying, Selling & Exchanging
Shares
Item 9. Pending Legal Proceedings Not Applicable
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Investment Objectives and
Policies; General Information
Item 13. Investment Objectives and Policies Investment Objectives and
Policies; 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
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. 9
PART A
The following Prospectuses are incorporated by reference to Post-
Effective Amendment No. 7 filed on August 28, 1995:
- - Chicago Asset Management Intermediate Bond Portfolio
- - Chicago Asset Management Value/Contrarian Portfolio
- - MJI Global Bond Portfolio
- - MJI International Equity Portfolio
The following Prospectuses are also incorporated by reference to Post-
Effective Amendment No. 4 filed on February 9, 1995:
- - Hanson Equity Portfolio
- - BHM&S Total Return Bond Portfolio Institutional Class Shares
- - BHM&S Total Return Bond Portfolio Institutional Service Class
Shares
The following Prospectus is also incorporated by reference to Post-
Effective Amendment No. 3 filed on December 14, 1994:
- - IRC Enhanced Index Portfolio
The following Prospectus is also incorporated by reference to Post-
Effective Amendment No. 2 filed on November 25, 1994:
- - Dwight Principal Preservation Portfolio
The following Prospectuses are also incorporated by reference to Post-
Effective Amendment No. 1 filed on November 15, 1994:
- - Newbold's Equity Portfolio
- - TJ Core Equity Portfolio
<PAGE>
UAM FUNDS TRUST (THE "FUND")
PART A
The Prospectuses for the BHM&S Total Return Bond Portfolio (the
"Portfolio") Institutional Class and Institutional Service Class
Shares dated April 25, 1995, as supplemented October 31, 1995 are
incorporated herein by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A (File No. 33-79858)
filed with the Securities and Exchange Commission on February 9, 1995.
Each Prospectus is supplemented by its respective Financial Highlights
as of March 31, 1996 filed herein to comply with the Fund's
undertaking to file a post-effective amendment containing reasonably
current financial statements which need not be audited within four to
six months of the commencement of the Portfolio.
<PAGE>
UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
SUPPLEMENT DATED MAY 1, 1996 TO THE PROSPECTUS DATED APRIL 25, 1995
AS REVISED OCTOBER 31, 1995
FINANCIAL HIGHLIGHTS
(Unaudited)
The following table provides financial highlights for the BHM&S
Total Return Bond Portfolio (the "Portfolio") throughout the period
presented and is part of the Portfolio's unaudited financial
statements for the period ended March 31, 1996 which is included in
the Portfolio's Statement of Additional Information. The Statement of
Additional Information and the financial statements therein are
available at no cost and can be requested by writing to the address or
calling the telephone number on the cover of the Prospectus. The
following should be read in conjunction with the financial statements
including the notes thereto.
<TABLE>
<CAPTION>
November 1, 1995*
to March 31, 1996
(Unaudited)
<S> <C>
- ------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+ 0.23
Net Realized and Unrealized Gain (Loss)
on Investments (0.15)
- ------------------------------------------------------------
Total from Investment Operations 0.08
- ------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income (0.08)
- ------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $10.00
- ------------------------------------------------------------
TOTAL RETURN++ (1.58)%
- ------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands) $2,484
Ratio of Expenses to Average Net Assets 0.55%*
Ratio of Net Investment Income to Average
Net Assets 5.40%*
Portfolio Turnover Rate 60%
- ------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S>
* Annualized
** Commencement of Operations November 1, 1995
+ Net of voluntarily waived fees and reimbursed
expenses of $.15 per share for the period ended
March 31, 1996.
++ Total return would have been lower had the Adviser
not waived and assumed certain expenses during the
period.
</TABLE>
<PAGE>
UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
SUPPLEMENT DATED MAY 1, 1996 TO THE PROSPECTUS DATED APRIL 25, 1995
AS REVISED OCTOBER 31, 1995
FINANCIAL HIGHLIGHTS
(Unaudited)
The following table provides financial highlights for the BHM&S
Total Return Bond Portfolio (the "Portfolio") throughout the period
presented and is part of the Portfolio's unaudited financial
statements for the period ended March 31, 1996 which is included in
the Portfolio's Statement of Additional Information. The Statement of
Additional Information and the financial statements therein are
available at no cost and can be requested by writing to the address or
calling the telephone number on the cover of the Prospectus. The
following should be read in conjunction with the financial statements
including the notes thereto.
<TABLE>
<CAPTION>
November 1, 1995*
to March 31, 1996
(Unaudited)
<S> <C>
- ------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+ 0.13
Net Realized and Unrealized Gain (Loss)
on Investments (0.07)
- -----------------------------------------------------------
Total from Investment Operations 0.06
- -----------------------------------------------------------
DISTRIBUTIONS
Net Investment Income (0.08)
- -----------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $9.98
- -----------------------------------------------------------
TOTAL RETURN++ (1.77)%
- -----------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands) $2,806
Ratio of Net Expenses to Average Net Assets 0.80%*
Ratio of Net Investment Income to Average
Net Assets 5.21%*
Portfolio Turnover Rate 60%
- -----------------------------------------------------------
</TABLE>
<TABLE>
<C> <S>
* Annualized
** Commencement of Operations November 1, 1995
+ Net of voluntarily waived fees and reimbursed
expenses of $.06 per share for the period ended
March 31, 1996.
++ Total return would have been lower had the Adviser
not waived and assumed certain expenses during the
period.
</TABLE>
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 9
PART B
The following Statement of Additional Information is included in this
Post-Effective Amendment No. 9:
- - BHM&S Total Return Bond Portfolio Institutional and Institutional
Service Class Shares
The following Statements of Additional Information are also
incorporated by reference to Post-Effective Amendment No. 8 filed on
March 13, 1995:
- - Newbold's Equity Portfolio
- - TJ Core Equity Portfolio
The following Statements of Additional Information are also
incorporated by reference to Post-Effective Amendment No. 7 filed on
August 28, 1995:
- - Chicago Asset Management Intermediate Bond Portfolio
- - Chicago Asset Management Value/Contrarian Portfolio
- - MJI Global Bond Portfolio
- - MJI International Equity Portfolio
The following Statement of Additional Information is also incorporated
by reference to Post-Effective Amendment No. 4 filed on February 9,
1995:
- - Hanson Equity Portfolio
The following Statement of Additional Information is also incorporated
by reference to Post-Effective Amendment No. 3 filed on December 14,
1994:
- - IRC Enhanced Index Portfolio
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
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
APRIL 25, 1995 AS REVISED OCTOBER 31, 1995
AND MAY 1, 1996
This Statement is not a Prospectus but should be read in conjunction
with the Prospectus of the UAM Funds Trust (the "UAM Funds" or the
"Fund") for the BHM&S Total Return Bond Portfolio dated April 25, 1995
as revised October 31, 1995, and supplemented May 1, 1996, relating
to the Institutional Class Shares, and the Prospectus dated April 25,
1995 as revised October 31, 1995, and supplemented May 1, 1996,
relating to the Institutional Service Class Shares (the "Service Class
Shares"). To obtain a Prospectus, please call the UAM Funds Service
Center:
1-800-638-7983
TABLE OF CONTENTS
Page
----
Investment Objective And Policies 2
Purchase Of Shares 2
Redemption Of Shares 2
Shareholder Services 3
Investment Limitations 4
Management Of The Fund 5
Investment Adviser 7
Service And Distribution Plans 7
Portfolio Transactions 9
Performance Calculations 10
General Information 13
Financial Statements 14
Appendix - Description Of Securities And Ratings A-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objective and
policies of the BHM&S Total Return Bond Portfolio as set forth in the
Prospectuses for the Institutional Class Shares and Institutional
Service Class Shares of the Portfolio:
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 States
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
Both Classes of shares of the Portfolio may be purchased without
sales commission at their 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 $1,000,000 with certain exceptions as
may be determined from time to time by the officers of the Fund. 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: New Year's
Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
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 judgement 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 a 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 a 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 believe 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 each Prospectus under "How
Shares Prices are Determined," and a redeeming shareholder would
normally incur brokerage expenses if he converted those securities to
cash.
No charge is made by a 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 "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 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 information set forth in the
Portfolio's Prospectuses under the heading "Buying, Selling and
Exchanging Shares":
EXCHANGE PRIVILEGE
Institutional Class Shares of the BHM&S Total Return Bond
Portfolio may be exchanged 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 the BHM&S Total Return Bond
Portfolio - Institutional Class Shares Prospectus.) Service Class
Shares of the BHM&S Total Return Bond Portfolio may be exchanged for
any other Service Class Shares of a Portfolio included in the UAM
Funds. (For those Portfolios currently offering Service Class Shares,
please call the UAM Funds Service Center). Exchange requests should
be made by calling the Fund (1-800-638-7983) or by writing to UAM
Funds, 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 Portfolios 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 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 each
Prospectus of the Portfolio. 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 a 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 a Portfolio's
investment limitations. Investment limitations (1), (2), (3) and (4)
are classified as fundamental. A 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;
(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) purchase on margin or sell short;
(6) purchase or retain securities of an issuer if those
officers and trustees 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;
(7) 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;
(8) invest for the purpose of exercising control over
management of any company;
(9) write or acquire options or interests in oil, gas,
mineral leases or other mineral exploration or development
programs; and
(10) invest in warrants if, by reason of such purchase, more
than 5% of the value of the Portfolio's net assets would be
invested in warrants valued at the lower of cost or market.
Included in this amount, but not to exceed 2% of the value
of the Portfolio's net assets, may be warrants that are not
listed on a recognized stock exchange. 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. 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 Trustee and Executive Vice President of the
BARNEBY* Fund; President of Regis Retirement Plan
1140 Avenue of the Services since 1993; Former President of
Americas UAM Fund Distributors, Inc.; Formerly
New York, NY responsible for Defined Contribution Plan
10036 Services at a division of the Equitable
Age 43 Companies, Dreyfus Corporation and Merrill
Lynch.
JOHN T. BENNETT, Trustee of the Fund; President of Squam
JR. Investment Management Company, Inc. and
College Road Great Island Investment Company, Inc.;
- RFD 3 President of Bennett Management Company
Meredith, NH from 1988 to 1993.
03253
Age 67
J. EDWARD DAY Trustee of the Fund; Retired Partner in
5804 Brookside the Washington office of the law firm
Drive Squire, Sanders & Dempsey; Director,
Chevy Chase, MD Medical Mutual Liability Insurance Society
20815 of Maryland; formerly, Chairman of the
Age 81 Montgomery County, Maryland, Revenue
Authority.
PHILIP D. ENGLISH Trustee of the Fund; President and Chief
16 West Madison Executive Officer of Broventure Company,
Street Inc.; Chairman of the Board of Chektec
Baltimore, MD Corporation, BioTrax, Inc. and Cyber
21201 Scientific, Inc.
Age 47
WILLIAM A. HUMENUK Trustee of the Fund; Partner in the
4000 Bell Atlantic Philadelphia office of the law firm
Tower Dechert Price & Rhoads; Director, Hofler
1717 Arch Street Corp.
Philadelphia, PA
19103
Age 54
NORTON H. REAMER* Trustee, President and Chairman of the
One International Fund; President, Chief Executive Officer
Place and a Director of United Asset Management
Boston, MA 02110 Corporation; Director, Partner or Trustee
Age 60 of each of the Investment Companies of the
Eaton Vance Group of Mutual Funds.
PETER M. WHITMAN, Trustee of the Fund; President and Chief
JR.* Investment Officer of Dewey Square
One Financial Investors Corporation ("DSI") since 1988;
Center Director and Chief Executive Officer of H.
Boston, MA 02111 T. Investors, Inc., formerly a subsidiary
Age 52 of DSI.
WILLIAM H. PARK* Vice President and Assistant Treasurer of
One International the Fund; Executive Vice President and
Place Chief Financial Officer of United Asset
Boston, MA 02110 Management Corporation.
Age 49
ROBERT R. Treasurer of the Fund; Senior Manager of
FLAHERTY* Fund Administration and Compliance of the
73 Tremont Street Administrator since March 1995; formerly
Boston, MA 02108 Senior Manager of Deloitte & Touche LLP
Age 32 from 1985 to 1995.
KARL O. HARTMANN* Secretary of the Fund; Senior Vice
73 Tremont Street President, Secretary and General Counsel
Boston, MA 02108 of Administrator; Senior Vice President,
Age 41 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.
HARVEY M. ROSEN* Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President of the Administrator.
Boston, MA 02108
Age 38
* These people are deemed to be "interested persons" 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 and the UAM Funds, Inc. 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 paid to each of
the Fund's Trustees by the Fund and total compensation paid by the
Fund, UAM Funds, Inc. and AEW Commercial Mortgage Securities Fund,
Inc. (collectively the "Fund Complex") in the fiscal year ended April
30, 1995.
COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Total
Aggregate Retirement Estimated Compensation
Name of Compensation Benefits Annual from
Person, From Accrued as Benefits Registrant
Position Registrant* Part of Upon and Fund
Fund Retirement Complex Paid
Expenses to Trustees
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------
John T. Bennett, Jr.,
Trustee $1,832 0 0 $24,650
J. Edward Day,
Trustee $1,832 0 0 $24,650
Philip D. English,
Trustee $1,832 0 0 $24,650
William A. Humenuk,
Trustee $1,832 0 0 $24,650
</TABLE>
* Since the Registrant did not complete its first full year since its
organization, the table above represents aggregate compensation on
an annualized basis for the fiscal year ended April 30, 1995.
PRINCIPAL HOLDER OF SECURITIES
As of April 16, 1996, the following persons or organizations held
of record or beneficially 5% or more of the shares of the Portfolio as
noted.
BHM&S TOTAL RETURN BOND PORTFOLIO INSTITUTIONAL CLASS SHARES:
Hartnat & Co., f/a/o Barrow Hanley, P.O. Box 4044, Boston, MA, 99.9%*.
BHM&S TOTAL RETURN BOND PORTFOLIO INSTITUTIONAL SERVICE CLASS
SHARES: Hartnat & Co., P.O. Box 4044, Boston, MA, 66.3%*; Hartnat &
Co., f/a/o Lillick and Charles, P.O. Box 4044, Boston, MA, 15.6%*;
Hartnat & Co., f/a/o Allied Waste, P.O. Box 4044, Boston, MA, 9.8%*.
The persons or organizations listed above as owning 25% or more
of the outstanding shares of a Portfolio may be presumed to "control"
(as that term is defined in the 1940 Act) such Portfolio. As a
result, those persons or organizations could have the ability to vote
a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio.
___________
* Denotes shares held by a trustee or other fiduciary for which
beneficial ownership is disclaimed or presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
Barrow, Hanley, Mewhinney & Strauss, Inc. is a wholly-owned
subsidiary of UAM, 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 45 such 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 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 the UAM Funds, Inc., 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 rate to the Portfolio's average daily net
assets for the month:
BHM&S Total Return Bond Portfolio......... 0.35%
SERVICE AND DISTRIBUTION PLANS
As stated in the Portfolio's Service Class Shares Prospectus, UAM
Fund Distributors, Inc. (the "Distributor") may enter into agreements
with broker-dealers and other financial institutions ("Service
Organizations"), pursuant to which they will provide administrative
support services to Service Class shareholders who are their customers
("Customers") in consideration of such Fund's payment of 0.25% (on an
annualized basis) of the average daily net asset value of the Service
Class Shares held by the Service Organization for the benefit of its
Customers. Such services include:
(a) acting as the sole shareholder of record and nominee
for beneficial owners;
(b) maintaining account records for such beneficial owners
of the Fund's shares;
(c) opening and closing accounts;
(d) answering questions and handling correspondence from
shareholders about their accounts;
(e) processing shareholder orders to purchase, redeem and
exchange shares;
(f) handling the transmission of funds representing the
purchase price or redemption proceeds;
(g) issuing confirmations for transactions in the Fund's
shares by shareholders;
(h) distributing current copies of prospectuses, statements
of additional information and shareholder reports;
(i) assisting customers in completing application forms,
selecting dividend and other account options and
opening any necessary custody accounts;
(j) providing account maintenance and accounting support
for all transactions; and
(k) performing such additional shareholder services as may
be agreed upon by the Fund and the Service Organization,
provided that any such additional shareholder service must
constitute a permissible non-banking activity in accordance
with the then current regulations of, and interpretations
thereof by, the Board of Governors of the Federal Reserve
System, if applicable.
Each agreement with a Service Organization is governed by a
shareholder Service Plan (the "Service Plan") that has been adopted by
the Fund's Board of Trustees. Pursuant to the Service Plan, the Board
of Trustees reviews, at least quarterly, a written report of the
amounts expended under each agreement with Service Organizations and
the purposes for which the expenditures were made. In addition,
arrangements with Service Organizations must be approved annually by a
majority of the Fund's Trustees, including a majority of the Trustees
who are not "interested persons" of the Fund as defined in the 1940
Act and have no direct or indirect financial interest in such
arrangements.
The Board of Trustees has approved the arrangements with Service
Organizations based on information provided by the Fund's service
contractors that there is a reasonable likelihood by affording the
Fund greater flexibility in connection with the servicing of the
accounts of the beneficial owners of its shares in an efficient
manner. Any material amendment to a Fund's arrangements with Service
Organizations must be approved by a majority of the Fund's Board of
Trustees (including a majority of the disinterested Trustees). So
long as the arrangements with Service Organizations are in effect, the
selection and nomination of the members of the Fund's Board of
Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Fund will be committed to the discretion of such non-interested
Trustees.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Distribution Plan for the Service Class Shares of the Fund (the
"Distribution Plan"). The Distribution Plan permits the Fund to pay
for certain distribution, promotional and related expenses involved in
the marketing of only the Service Class Shares.
The Distribution Plan permits the Service Class Shares, pursuant
to the Distribution Agreement, to pay a monthly fee to the Distributor
for its services and expenses in distributing and promoting sales of
the Service Class Shares. These expenses include, among other things,
preparing and distributing advertisements, sales literature and
prospectuses and reports used for sales purposes, compensating sales
and marketing personnel, and paying distribution and maintenance fees
to securities brokers and dealers who enter into agreements with the
Distributor. In addition, the Service Class Shares may make payments
directly to other unaffiliated parties who either aid in the
distribution of their shares or provide services to the Class.
The maximum annual aggregate fee payable by the Fund under the
Service and Distribution Plans (the "Plans"), is 0.75% of the Service
Class Shares' average daily net assets for the year. The Fund's Board
of Trustees may reduce this amount at any time. Although the maximum
fee payable under the 12b-1 Plan relating to the Service Class Shares
is 0.75% of average daily net assets of such class, the Board of
Trustees has determined that the annual fee, payable on a monthly
basis, under the Plans relating to the Service Class Shares, currently
cannot exceed 0.50% of the average daily net assets represented by the
Service Class. While the current fee which will be payable under the
Service Plan has been set at 0.25%, the Plan permits a full 0.75% on
all assets to be paid at any time following appropriate Board
approval.
All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount paid by the
Service Class Shares will be borne by such persons without any
reimbursement from such classes. Subject to seeking best price and
execution, the Fund may, from time to time, buy or sell portfolio
securities from or to firms which receive payments under the Plans.
From time to time, the Distributor may pay additional amounts from its
own resources to dealers for aid in distribution or for aid in
providing administrative services to shareholders.
The Plans, the Distribution Agreement and the form of dealer's
and services agreements have all been approved by the Board of
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Fund and who
have no direct or indirect financial interest in the Plan or any
related agreements, by vote cast in person at a meeting duly called
for the purpose of voting on the Plan and such Agreements.
Continuation of the Plan, the Distribution Agreement and the related
agreements must be approved annually by the Board of Trustees in the
same manner, as specified above. No Service Class Shares have been
offered prior to the date of this Statement of Additional Information.
Each year the Trustees must determine whether continuation of the
Plans is in the best interest of the shareholders of Service Class
Shares and that there is a reasonable likelihood of the Plans
providing a benefit to the Class. The Plans, the Distribution
Agreement and the related agreements with any broker-dealer or others
relating to a Class may be terminated at any time without penalty by a
majority of those Trustees who are not "interested persons" or by a
majority vote of the outstanding voting securities of the Class. Any
amendment materially increasing the maximum percentage payable under
the Plans must likewise be approved by a majority vote of the relevant
Class' outstanding voting securities, as well as by a majority vote of
those Trustees who are not "interested persons." Also, any other
material amendment to the Plans must be approved by a majority vote of
the Trustees including a majority of the Trustees of the Fund having
no interest in the Plans. In addition, in order for the Plans to
remain effective, the selection and nomination of Trustees who are not
"interested persons" of the Fund must be effected by the Trustees who
themselves are not "interested persons" and who have no direct or
indirect financial interest in the Plans. Persons authorized to make
payments under the Plans must provide written reports at least
quarterly to the Board of Trustees for their review. The National
Association of Securities Dealers, Inc. has adopted amendments to its
Rules of Fair Practice relating to investment company sales charges.
The Fund and the Distributor intend to operate in compliance with
these rules.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreements authorize 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
Agreements. 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 principal
business 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 recommend the Fund's Portfolios or
who act as agents in the purchase of shares of the Portfolios for
their clients.
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 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 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.
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 each class of the Fund be accompanied by certain
standardized performance information computed as required by the
Commission. Current yield and average annual compounded total return
quotations used by the Fund are based on the standardized methods of
computing performance mandated 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 a
Portfolio's investment. The current yield of a 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. Since Service Class Shares of a Portfolio
bear additional service and distribution expenses, the yield of the
Service Class Shares of a Portfolio will generally be lower than that
of the Institutional Class Shares of the same Portfolio. The yield
for the BHM&S Total Return Bond Portfolio Institutional Class Shares
and Service Class Shares for the 30-day period ended on March 31, 1996
was 6.02% and 5.32%, respectively.
This figure is obtained using the following formula:
6
Yield = 2[( a-b + 1 ) - 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 a 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. Since Service Class Shares of a
Portfolio bear additional service and distribution expenses, the
average annual total return of the Service Class Shares of a Portfolio
will generally be lower than that of the Institutional Class Shares of
the same Portfolio.
These figures are calculated according to the following
formula:
n
P(1+T) = 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).
The cumulative total rate of return for the BHM&S Total Return
Bond Portfolio from inception to the date of the financial statements
included herein is (1.58)% for the Institutional Class Shares and
(1.77)% for the Service Class Shares.
COMPARISONS
To help investors better evaluate how an investment in either
Portfolio of the Fund 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 dividend.
(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 yield for the mutual fund
industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestment 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, plus North
America.
(g) Goldman Sachs 100 Convertible Bond Index - currently
includes 67 bonds and 33 preferred. The original list of
names was generated by screening for convertible issues of
100 million or greater in market capitalization. The index
is priced monthly.
(h) Salomon Brothers GNMA Index - includes pools of
mortgages originated by private lenders and guaranteed by
the mortgage pools of the Government National Mortgage
Association.
(i) Salomon Brothers High Grade Corporate Bond Index -
consists of publicly issued, non-convertible corporate bonds
rated AA or AAA. It is a value-weighted, total return
index, including approximately 800 issues with maturities of
12 years or greater.
(j) Salomon Brothers Broad Investment Grade Bond - is a
market-weighted index that contains approximately 4,700
individually priced investment grade corporate bonds rated
BBB or better, U.S. Treasury/agency issues and mortgage pass
through securities.
(k) Lehman Brothers Long-Term Treasury Bond - is composed
of all bonds covered by the Lehman Brothers Treasury Bond
Index with maturities of 10 years or greater.
(l) 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.
(m) Value Line - composed of over 1,600 stocks in the Value
Line Investment Survey.
(n) 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.
(o) Composite indices - 60% Standard & Poor's 500 Stock
Index, 30% Lehman Brothers Long-Term Treasury Bond and 10%
U.S. Treasury Bills; 70% Standard & Poor's 500 Stock Index
and 30% NASDAQ Industrial Index; 35% Standard & Poor's 500
Stock Index and 65% Salomon Brothers High Grade Bond Index;
all stocks on the NASDAQ system exclusive of those traded on
an exchange, and 65% Standard & Poor's 500 Stock Index and
35% Salomon Brothers High Grade Bond Index.
(p) 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.
(q) Mutual Fund Source Book published by Morningstar, Inc.
- analyzes price, yield, risk and total return for equity
funds.
(r) 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.
(s) 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.
(t) 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, Treasury bills and inflation.
(u) Savings and Loan Historical Interest Rates - as
published by the U.S. Savings & Loan League Fact Book.
(v) Lehman Brothers Intermediate Government/Corporate Index
is an unmanaged index composed of a combination of the
Government and Corporate Bond Indices. All issues are
investment grade (BBB) or higher, with maturities of one to
ten years and an outstanding par value of at least $l00
million for U.S. Government issues and $25 million for
others. The Government Index includes public obligations of
the U.S. Treasury, issues of Government agencies, and
corporate debt backed by the U.S. Government. The Corporate
Bond Index includes fixed-rate nonconvertible corporate
debt. Also included are Yankee Bonds and nonconvertible
debt issued by or guaranteed by foreign or international
governments and agencies. Any security downgraded during
the month is held in the index until month-end and then
removed. All returns are market value weighted inclusive of
accrued income.
(w) Lehman Brothers Government/Corporate Index - is a
combination of the Government and Corporate Bond Indices.
The Government Index includes public obligations of the U.S.
Treasury, issues of Government agencies, and corporate debt
backed by the U.S. Government. The Corporate Bond Index
includes fixed-rate nonconvertible corporate debt. Also
included are Yankee Bonds and nonconvertible debt issued by
or guaranteed by foreign or international governments and
agencies. All issues are investment grade (BBB) or higher,
with maturities of at least one year and an outstanding par
value of at least $100 million for U.S. Government issues
and $25 million for others. Any security downgraded during
the month is held in the index until month-end and then
removed. All returns are market value weighted inclusive of
accrued income.
(x) Historical data supplied by the research departments of
First Boston Corporation; the J.P. Morgan companies; Salomon
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 a 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.
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
office is located at One International Place, 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.
The Trustees of the Fund may create additional Portfolios and classes
of shares at a future date.
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 name
on the books of Trust. Both Institutional Class and Service Class
Shares represent an interest in the same assets of a 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.
In the event of liquidation of the Trust, the holders of the
Shares of each Sub-Trust 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
Sub-Trust, or in the case of a class, belonging to that Sub-Trust and
allocable to that class, over the liabilities belonging to that Sub-
Trust or class. The assets so distributable to the holders of Shares
of any particular Sub-Trust or class thereof shall be distributed to
the holders in proportion to the number of Shares of that Sub-Trust or
class thereof held by them and recorded on the books of the Trust.
The liquidation of any Sub-Trust or class thereof may be authorized
at any time by vote of a majority of the Trustees then in office.
Shareholders have no pre-emptive or other rights to subscribe to
any additional Shares or other securities issued by the Trust or any
Sub-Trust, except as the Trustees in their sole discretion shall have
determined by resolution.
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 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 Prospectuses.
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 Prospectuses.
As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the 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 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.
The Portfolio 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 realized by
another Portfolio.
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.
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 options, futures and forward
contracts, derived with respect to its business investing in stock,
securities or currencies. Any net gain realized from the closing out
of futures contracts will, therefore, generally be qualifying income
for purposes of the 90% requirement. Qualification as a regulated
investment company also requires that less than 30% of a Portfolio's
gross income be derived from the sale or other disposition of stock,
securities, options, futures 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. In
order to avoid realizing excessive gains on securities held for less
than three months, the Portfolio may be required to defer the closing
out of futures contracts beyond the time when it would otherwise be
advantageous to do so. It is anticipated that unrealized gains on
futures contracts which have been open for less than three months as
of the end of the Portfolio's taxable year, and which are recognized
for tax purposes, will not be considered gains on securities held for
less than three months for the purposes of the 30% test.
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 on futures transactions). Such distribution will be
combined with distributions of capital gains realized on the
Portfolio's other investments, and shareholders will be advised as to
the character of the payment.
FINANCIAL STATEMENTS
The Financial Statements for the Portfolio for the period from
inception on November 1, 1995 to March 31, 1996 and selected per share
data and ratios and notes to the Financial Statements relating to the
same period are contained on the following pages.
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS (Unaudited)
March 31, 1996
Face
Amount Value
(000) (000)+
- -----------------------------------------------------------------
FIXED INCOME SECURITIES (93.0%)
- -----------------------------------------------------------------
Asset - Backed Securities (2.8%)
General Motors Acceptance Corp.
6.25%, 01/06/00 $ 100 $ 99
Texaco Capital Corp.
6.19%, 07/09/03 50 48
--------
147
--------
- -----------------------------------------------------------------
Corporate Obligations (14.9%)
Atlantic Richfield
8.50%, 04/01/12 125 140
BP America, Inc.
9.875%, 03/15/04 50 60
Chemical NY Corp.
9.75%, 06/15/99 30 33
Ford Motor Credit Corp.
6.375%, 09/15/96 200 199
Federal Express
9.65%, 06/15/12 100 118
Sears Roebuck Co.
9.375%, 11/01/11 100 118
Southern California Edison
8.25%, 02/01/00 115 121
--------
789
--------
- -----------------------------------------------------------------
Collateralized Mortgage Obligations (4.7%)
First Chicago Master Trust II, 1992-
E Class A 100 100
6.25%, 08/15/99
Premier Auto Trust, 1996-1 Class A3
6.00%, 10/06/99 150 150
--------
250
--------
- -----------------------------------------------------------------
Federal Home Loan Mortgage Corp. (20.4%)
Pool #C00436
7.50%, 12/01/25 291 291
Pool #C80372
7.00%, 01/01/26 808 790
--------
1,081
--------
- -----------------------------------------------------------------
Federal National Mortgage Association (5.0%)
Pool #124834
8.00%, 04/01/23 257 262
- -----------------------------------------------------------------
Government National Mortgage Association (4.9%)
Pool # 316108
8.00%, 03/15/22 253 259
- -----------------------------------------------------------------
U.S. Treasury Bonds (13.3%)
8.75%, 05/15/17 580 701
- -----------------------------------------------------------------
U.S. Treasury Notes (27.0%)
6.25%, 02/15/03 525 523
7.125%, 09/30/99 775 802
7.875%, 01/15/98 100 104
--------
1,429
--------
<PAGE>
- -----------------------------------------------------------------
TOTAL FIXED INCOME SECURITIES (93.0%) (Cost $4,994) $ 4,918
- -----------------------------------------------------------------
CASH EQUIVALENT (7.6%)
- -----------------------------------------------------------------
Repurchase Agreement (7.6%)
J.P. Morgan Securities, Inc.,
5.25%, dated 03/29/96,
due 04/01/96, to be repurchased
at $403, collateralized by 403 403
$332 U.S. Treaseury Bonds 8.75%, --------
due 5/15/20, valued at
$412. (Cost $403)
- -----------------------------------------------------------------
TOTAL INVESTMENTS (100.6%) (Cost $5,397) 5,321
- -----------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.6%)
- -----------------------------------------------------------------
Receivable for Investments Sold 101
Interest Receivable 84
Receivable from Investment Adviser 13
Receivable from Administrator 1
Payable for Investments Purchased (200)
Payable for Audit Fees (12)
Payable for Administrative Fees (4)
Payable for Custodian Fees (3)
Other Liabilities (11)
--------
(31)
--------
- -----------------------------------------------------------------
NET ASSETS (100%) 5,290
========
- -----------------------------------------------------------------
Institutional Class Shares:
Net Assets $2,484
Shares Issued and Outstanding (unlimited
authorization, no par value) 248
Net Asset Value, Offering and Redemption
Price Per Share $10.00
========
- -----------------------------------------------------------------
Service Class Shares:
Net Assets $2,806
Shares Issued and Outstanding (unlimited
authorization, no par value) 281
Net Asset Value, Offering and Redemption
Price Per Share $9.98
========
- -----------------------------------------------------------------
+ See Note A to Financial Statements.
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
STATEMENT OF OPERATIONS
(Unaudited)
November 1,
1995** to
(In Thousands) March 31, 1996
- -----------------------------------------------------------------------
Investment Income
Interest...................................... $81
- -----------------------------------------------------------------------
Expenses
Investment Advisory Fees - Note B
Basic Fees.................................. $5
Less: Fees Waived........................... (5)
-----
Administrative Fees - Note C.................. 20
Audit Fees.................................... 12
Printing Fees................................. 7
Custodian Fees................................ 3
Filing and Registration Fe.................... 3
Directors' Fees - Note F...................... 1
Legal Fees.................................... 1
Distribution fees - Note D:
Service Class............................... 1
Other Expenses................................ 1
Fees Reimbursed by Adviser - Note............. (41)
- ---------------------------------------------------------------------
Total Expenses.............................. 8
- ---------------------------------------------------------------------
Net Investment Income........................... 73
- ---------------------------------------------------------------------
Net Realized Loss on Investments................ (2)
Net Change in Unrealized Depreciation on Investm (76)
- ---------------------------------------------------------------------
Net Loss on Investments......................... (78)
- ---------------------------------------------------------------------
Net Decrease in Net Assets Resulting From Operat ($5)
- ---------------------------------------------------------------------
**Commencement of Operations
<PAGE>
BHM&S TOTAL RETURN PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(UNAUDITED)
November 1,
1995** to
(In Thousands) March 31, 1996
- --------------------------------------------------------------------
Increase (Decrease) In Net Assets
Operations:
Net Investment Income................................ $73
Net Realized Loss ................................... (2)
Net Change in Unrealized Appreciation (Depreciat..... (76)
- --------------------------------------------------------------------
Net Decrease in Net Assets Resulting From Operation (5)
- --------------------------------------------------------------------
Distributions:
Net Investment Income:
Service Class.................................... (2)
- ---------------------------------------------------------------------
Total Distributions.................................. (21)
- ---------------------------------------------------------------------
Capital Share Transactions:
Institutional Class:
--------------------
Shares Issued.................................... 2,783
In Lieu of Cash Distributions.................... 19
Redeemed......................................... (314)
--------
Net Increase from Institutional Class Shares 2,488
--------
Service Class:
--------------
Shares Issued.................................... 2,844
In Lieu of Cash Distributions.................... 2
Redeemed......................................... (18)
Redeemed......................................... (18)
--------
Net Increase from Service Class Shares 2,828
--------
- ----------------------------------------------------------------
Net Increase from Capital Share Transactions....... 5316
- ----------------------------------------------------------------
Total Increase....................................... 5,290
Net Assets:
Beginning of Period.................................. --
- ----------------------------------------------------------------
End of Period (1).................................... $5,290
========
- ----------------------------------------------------------------
(1)Net Assets Consist of:
Paid in Capital...................................... $5,316
Undistributed Net Investment Inc..................... 52
Accumulated Net Realized Loss........................ (2)
Unrealized Depreciation ............................. (76)
- -----------------------------------------------------------------
$5,290
========
- -----------------------------------------------------------------
**Commencement of Operations
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (Unaudited)
Selected Per Share Data & Ratios
For a Share Outstanding Throughout the Period Ended March 31, 1996
Institutional Class** Service Class**
- ------------------------------------------------------------------------------
Net Asset Value, Beginning of Period.... $10.00 $10.00
- ------------------------------------------------------------------------------
Income From Investment Operations
Net Investment Income+............... 0.23 0.13
Net Realized and Unrealized Gain
(Loss) on Investment................. (0.15) (0.07)
- ------------------------------------------------------------------------------
Total from Investment Operations. 0.08 0.06
- ------------------------------------------------------------------------------
Distributions
Net Investment Income................ (0.08) (0.08)
- ------------------------------------------------------------------------------
Net Asset Value, End of Period.......... $10.00 $9.98
- ------------------------------------------------------------------------------
Total Return++.......................... (1.58)% (1.77)%
- ------------------------------------------------------------------------------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $2,484 $2,806
Ratio of Expenses to Average Net Assets. 0.55%* 0.80%*
Ratio of Net Investment Income to Average
Net Asset............................ 5.40%* 5.21%*
Portfolio Turnover Rate................. 60% 60%
- ------------------------------------------------------------------------------
* Annualized
** Commencement of Operations November 1, 1995
+ Net of voluntarily waived fees and reimbursed expenses of $.15 and
$.06 per share for the period ended March 31, 1996 for the
Institutional Class and Service Class, respectively.
++ Total return would have been lower had the Adviser not waived
waived and assumed certain expenses during the period.
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
UAM Funds Trust and UAM Funds, Inc., (collectively the "UAM Funds")
were organized on May 18, 1994 and October 11, 1988, respectively, and
are registered under the Investment Company Act of 1940, as amended,
as open-end management investment companies. BHM&S Total Return Bond
Portfolio (the "Portfolio"), a portfolio of UAM Funds Trust, began
operations on November 1, 1995. The Portfolio offers two separate
classes of shares - Institutional Class Shares and Institutional
Service Class Shares ("Service Class Shares"). At March 31, 1996, the
UAM Funds were comprised of thirty-seven active portfolios. The
financial statements of the remaining portfolios are presented
separately.
A. SIGNIFICANT ACCOUNTING POLICIES. The following significant
accounting policies are in conformity with generally accepted
accounting principles for investment companies. Such policies are
consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may
require management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual
results may differ from those estimates.
1. SECURITY VALUATION: Fixed income securities are stated on the
basis of valuations provided by brokers and/or a pricing service
which uses information with respect to transactions in fixed income
securities, quotations from dealers, market transactions in
comparable securities and various relationships between securities
in determining value. Short-term investments that have remaining
maturities of sixty days or less at time of purchase are valued at
amortized cost, if it approximates market value.
The value of other assets and securities for which no quotations
are readily available is determined in good faith at fair value
using methods determined by the Board of Trustees.
2. FEDERAL INCOME TAXES: It is the Portfolio's intention to
qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code and to distribute all of its taxable income.
Accordingly, no provision for Federal income taxes is required in
the financial statements.
At March 31, 1996, the Portfolio's cost for Federal income tax
purposes was $5,397,000. Net unrealized depreciation for Federal
income tax purposes aggregated $76,000, all of which related to
depreciated securities.
3. REPURCHASE AGREEMENTS: In connection with transactions in
repurchase agreements, the Portfolio's custodian bank takes
possession of the underlying securities, the value of which exceeds
the principal amount of the repurchase transaction, including
accrued interest. To the extent that any repurchase transaction
exceeds one business day, the value of the collateral is marked-to-
market on a daily basis to determine the adequacy of the
collateral. In the event of default on the obligation to
repurchase, the Portfolio has the right to liquidate the collateral
and apply the proceeds in satisfaction of the obligation. In the
event of default or bankruptcy by the other party to the agreement,
realization and/or retention of the collateral or proceeds may be
subject to legal proceedings.
4. DISTRIBUTIONS TO SHAREHOLDERS: Any distributions from net
investment income are normally paid quarterly. Any realized net
capital gains will be distributed annually. All distributions are
recorded on ex-dividend date.
The amount and character of income and capital gain
distributions are determined in accordance with Federal income tax
regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing book
and tax treatments of the recognition of gains or losses on
investments.
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
5. OTHER: Security transactions are accounted for on trade
date, the date the trade was executed. Costs used in determining
realized gains and losses on the sale of investment securities are
determined based on the specific identification method. Dividend
income is recorded on the ex-dividend date. Interest income is
recognized on the accrual basis. Discounts and premiums on
securities purchased are amortized over their respective lives.
Most expenses of the UAM Funds can be directly attributed to a
particular portfolio. Expenses which cannot be directly attributed
are apportioned among the portfolios of the UAM Funds and AEW
Commercial Mortgage Securities Fund, Inc. ("AEW"), an affiliated
closed-end management investment company, based on their relative
net assets. Income, expenses (other than class specific expenses)
and realized and unrealized gains or losses are allocated to each
class of shares based upon their relative net assets.
B. ADVISORY SERVICES. Under the terms of an Advisory Agreement,
Barrow, Hanley, Mewhinney & Strauss, Inc. (the "Adviser"), a wholly-
owned subsidiary of United Asset Management Corporation ("UAM"),
provides investment advisory services to the Portfolio at a fee
calculated at an annual rate of 0.35% of the Portfolio's average daily
net assets. Through December 31, 1997, the Adviser has voluntarily
agreed to waive a portion of its advisory fees and assume expenses on
behalf of the Portfolio, if necessary, if the annual operating
expenses of the Portfolio exceed 0.55% and 0.80% of average daily net
assets of the Portfolio's Institutional Class Shares and Service Class
Shares, respectively.
C. ADMINISTRATIVE SERVICES. The Chase Manhattan Bank, N.A., through
its affiliate Chase Global Funds Services Compund accounting, dividend
disbursing and transfer agent services to the UAM Funds under an
Administration Agreement (the "Agreement"). Pursuant to the
Agreement, the Administrator is entitled to receive annual fees,
computed daily and payable monthly, based on the combined aggregate
average daily net assets of the UAM Funds and AEW as follows: 0.20% of
the first $200 million of the combined aggregate net assets; plus
0.12% of the next $800 million of the combined aggregate net assets;
plus 0.08% of the combined aggregate net assets in excess of $1
billion but less than $3 billion; plus 0.06% of the combined aggregate
net assets in excess of $3 billion. The fees are allocated among the
portfolios of the UAM Funds and AEW on the basis of their relative net
assets and are subject to a graduated minimum fee schedule per
portfolio which rises from $2,000 per month upon inception of a
portfolio to $70,000 annually after two years. In addition, the
Portfolio is charged certain out of pocket expenses by the
Administrator.
D. DISTRIBUTION AND SERVICE PLANS. UAM Fund Distributors, Inc.
(the "Distributor"), a wholly-owned subsidiary of UAM, distributes the
shares of the Portfolio. The Portfolio has adopted a Distribution and
Service Plan (the "Plans") on behalf of the Service Class Shares
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the Plans the Portfolio may not incur distribution or service
costs which exceed an annual rate of 0.75% of the Portfolio's net
assets. The Portfolio is not currently making payments under the
Distribution Plan. Under the Service Plan the Portfolio reimburses
the Distributor or the Service Organization for payments made at an
annual rate of up to 0.25% of the average daily net assets of the
Service Class Shares owned by clients of such Service Organizations.
E. PURCHASES AND SALES. During the period ended March 31, 1996, the
Portfolio made purchases of $6,733,000 and sales of $1,729,000 of
investment securities other than short-term securities.
<PAGE>
BHM&S TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
F. TRUSTEES' FEES. Each Trustee, who is not an officer or
affiliated person, receives $2,000 per meeting attended, which is
allocated proportionally among the active portfolios of the UAM Funds
and AEW, plus a quarterly retainer of $150 for each active portfolio
of the UAM Funds and AEW and reimbursement for expenses incurred in
attending Trustee meetings.
G. OTHER. Transactions in Capital Shares for the period ending
March 31, 1996, for the Portfolio by class were as follows:
Institutional Class Service Class
March 31, 1996 March 31, 1996
-------------------- ---------------
Shares Issued 277,644 282,581
In Lieu of Cash Distributions 1,861 239
Redeemed (31,050) (1,748)
<PAGE>
APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS
DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE CORPORATE BOND RATINGS
Aaa - Bonds which are Aaa are judged to be the best quality; They
carry the smallest degree of investment risk and are generally
referred to as "gilt-edge." Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A
rating categories. The modifier 1 indicates that the security ranks
at a higher end of the rating category, modifier 2 indicates a mid-
range rating and the modifier 3 indicates that the issue ranks at the
lower end of the rating category.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS
AAA - Bonds rated AAA have the highest rating assigned by
Standard & Poor's to a debt obligation and indicate an extremely
strong capacity to pay principal and interest.
AA - Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the highest rated issues only to a
small degree.
A - Bonds rated A have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than bonds in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in this category than for
debt in higher rated categories.
DESCRIPTION OF MUNICIPAL NOTE RATINGS
MOODY'S INVESTORS SERVICE MUNICIPAL NOTES RATINGS
MIG1 - Municipal Notes which are rated MIG1 are considered best
quality. There is present strong protection by established cash flows,
superior liquidity support or demonstrated broad-based access to the
market for refinancing.
<PAGE>
MIG2 - Municipal Notes which are rated MIG2 are considered
high quality. Margins of protection are ample although not so
large as in the preceding group.
MIG3 - Municipal Notes which are rated MIG3 are considered
favorable quality. All security elements are accounted for but
there is lacking the undeniable strength of the preceding grades.
Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
STANDARD & POOR'S CORPORATION'S MUNICIPAL NOTES RATINGS
SP-1 - Municipal Notes which are rated SP-1 are considered
to possess a strong capacity to pay principal and interest.
Issues determined to possess very strong characteristics are
given a plus (+) designation.
SP-2 - Municipal Notes which are rated SP-2 are considered
to possess a satisfactory capacity to pay principal and interest,
with some vulnerability to adverse financial and economic changes
over the term of the notes.
DESCRIPTION OF COMMERCIAL PAPER
The Portfolio may invest in commercial paper (including
variable amount master demand notes) rated A-1 or better by S&P
or Prime-1 by Moody's or by S&P. Commercial paper refers to
short-term, unsecured promissory notes issued by corporations to
finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of
issuance not exceeding nine months. Variable amount master
demand notes are demand obligations that permit the investment of
fluctuating amounts at varying market rates of interest pursuant
to arrangement between the issuer and a commercial bank acting as
agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the
notes. As variable amount master demand notes are direct lending
arrangements between a lender and a borrower, it is not generally
contemplated that such instruments will be traded, and there is
no secondary market for these notes, although they are redeemable
(and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the
Portfolio's investment in variable amount master demand notes,
the Adviser's investment management staff will monitor, on an
ongoing basis, the earning power, cash flow and other liquidity
ratios of the issuer and the borrower's ability to pay principal
and interest on demand.
Commercial paper rated A-1 by S&P has the following
characteristics: (1) liquidity ratios are adequate to meet cash
requirements; (2) long-term senior debt is rated "A" or better;
(3) the issuer has access to at least two additional channels of
borrowing; (4) basic earnings and cash flow have an upward trend
with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a
strong position within the industry; and (6) the reliability and
quality of management are unquestioned. Relative strength or
weakness of the above factors determine whether the issuer's
commercial paper is A-1, A-2 or A-3. The rating Prime-1 is the
highest commercial paper rating assigned by Moody's. Among the
factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and
the appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in
relation to completion and customer acceptance; (4) liquidity;
(5) amount and quality of long term debt; (6) trend of earnings
over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and
(8) recognition by the management of issuer of obligations which
may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determine whether the
issuer's commercial paper is Prime-1 or Prime-2.
<PAGE>
PART C
THE REGIS FUND II
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
1. This Post-Effective Amendment No. 9 is filed to comply
with the Registrant's undertaking to file a Post-Effective
Amendment containing reasonably current financial statements,
which need not be audited, within four to six months of the
commencement date of the Portfolio (the "Portfolio"). The
following unaudited financial statements for the Portfolio are
included in Part B of this Post-Effective Amendment:
(a) Statement of Net Assets as of March 31, 1996;
(b) Statement of Operations for the period ended
March 31, 1996;
(c) Statement of Changes in Net Assets for the
period ended March 31, 1996;
(d) Financial Highlights as of March 31, 1996;
and
(e) Notes to Financial Statements.
2. Post-Effective Amendment No. 8 was filed to comply with
the Registrant's undertaking to file a Post-Effective Amendment
containing reasonable current financial statements, which need
not be audited, within four to six months of the commencement
date of the Newbold's Equity Portfolio and the TJ Core Equity
Portfolio (the "Portfolios"). The following unaudited financial
statement for the Portfolios were included in Part B of the Post-
Effective Amendment:
(a) Statement of Net Assets as of February 29, 1996;
(b) Statement of Operations for the period ended
February 29, 1996;
(c) Statement of Changes in Net Assets for the period
ended February 29, 1996;
(d) Financial Highlights as of February 29, 1996;
(e) Notes to Financial Statements.
3. The Annual Reports of the Chicago Asset Management
Intermediate Bond Portfolio, the Chicago Asset Management
Value/Contrarian Portfolio and the MJI International Equity
Portfolio (the "Portfolios") are incorporated by reference in
their respective SAIs. The Annual Reports for the fiscal year
ended April 30, 1995 have previously been filed with the
Securities and Exchange Commission (the "Commission") . The
audited financial statements included in the Annual Reports are:
(a) Statement of Net Assets as of April 30, 1995;
(b) Statement of Operations for the period ended
April 30, 1995;
(c) Statement of Changes in Net Assets for the period
ended April 30, 1995;
(d) Financial Highlights as of April 30, 1995;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
(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: 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 June 3, 1994; Pre EA = Pre-Effective
Amendment No. 1 filed August 24, 1994.
Incorporated by
Exhibit Reference to (Location):
- ------- ------------------------
1 Declaration of Trust RS
A. Certificate of Amendment to PEA8
Certificate of Trust
2 By-Laws RS
3 Not Applicable
4 Specimen Share Certificate PEA1, PEA2, PEA3, PEA4
5 Forms of Investment Advisory
Agreements RS, PEA1, PEA2, PEA3, PEA4
6 Form of Distribution Agreement RS
7 Not Applicable
8 Form of Custody Agreements RS
9 Form of Fund Administration Agreement Pre EA
10 Opinion and Consent of Counsel Pre EA
11 Consent of Independent Accountants
A. Consent of Independent Accountants
with respect to 1995
Annual Reports PEA7
12 Other Financial Statements
A. 1995 Annual Reports PEA7
13 Agreement for Providing Initial
Capital Pre EA
14 Not Applicable
15 Not Applicable
16 Not Applicable
18 Rule 18f-3 Multiple Class Plan PEA8
24 Powers of Attorney RS, PEA7
27 Financial Data Schedules
for the period ended
March 31, 1996 Filed herewith
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
NUMBER OF RECORD
HOLDERS AS OF
TITLE OF CLASS OR SERIES FEBRUARY 29, 1996
- ------------------------ -----------------
BHM&S Total Return Bond Portfolio Institutional Class Shares 3
BHM&S Total Return Bond Portfolio Institutional Service Class
Shares 4
Chicago Asset Management Value/Contrarian Portfolio Institutional
Class Shares 7
Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares 6
IRC Enhanced Index Portfolio Institutional Class Shares 4
MJI Global Bond Portfolio Institutional Class Shares 1
MJI International Equity Portfolio Institutional Class Shares 40
Newbold's Equity Portfolio Institutional Class Shares 21
TJ Core Equity Portfolio Institutional Service Class Shares 3
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:
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
Chicago Asset Management Company March 7, 1996 801-20197
Murray Johnstone International
Ltd. May 5, 1995 801-34926
Newbold's Asset Management, Inc. April 6, 1995 801-33560
Tom Johnson Investment
Management, Inc. March 25, 1995 801-42549
Dwight Asset Management Company April 10, 1995 801-45304
Lotsoff Capital Management April 10, 1995 801-19825
Investment Research Company April 16, 1995 801-31292
Hanson Investment Management
Company April 10, 1995 801-14817
Barrow, Hanley, Mewhinney
& Strauss, Inc. April 4, 1995 801-31237
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, 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,
Registrant's Transfer and 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 MJI Global Bond Portfolio,
within four to six months from the effective date 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, within four to six months from the
effective date 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 IRC Enhanced Index
Portfolio, within four to six months from the effective
date of the Portfolio.
(iv) Registrant hereby undertakes to file a Post-Effective
Amendment including reasonably current financial statements
which need not be certified for the Hanson Equity Portfolio
within four to six months from the effective date 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 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 1st
day of May, 1996. The Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment pursuant to
Rule 485(b) under the Securities Act of 1933.
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:
*
- -----------------, Chairman and President May 1, 1996
Norton H. Reamer
*
- -----------------, Trustee May 1, 1996
Mary Rudie Barneby
*
- -----------------, Trustee May 1, 1996
John T. Bennett, Jr.
*
- -----------------, Trustee May 1, 1996
J. Edward Day
*
- -----------------, Trustee May 1, 1996
Philip D. English
*
- -----------------, Trustee May 1, 1996
William A. Humenuk
*
- -----------------, Trustee May 1, 1996
Peter M. Whitman, Jr.
- -----------------, Treasurer and Principal May 1, 1996
Robert R. Flaherty Financial and Accounting Officer
/s/ Karl O. Hartmann May 1, 1996
- --------------------
* Karl O. Hartmann
(Attorney-in-Fact)
<PAGE>
UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)
FILE NOS. 811-8544/33-79858
POST-EFFECTIVE AMENDMENT NO. 9
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27 Financial Data Schedules
for the period ended
March 31, 1996
</PAGE>
[ARTICLE] 6
[CIK] 0000942727
[NAME] UAM FUNDS TRUST, INC.
[SERIES]
[NUMBER] 061
[NAME] BHM&S TOTAL RETURN BOND PORTFOLIO, INSTITUTIONAL CLASS
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] OTHER
[FISCAL-YEAR-END] APR-30-1996
[PERIOD-START] NOV-01-1995
[PERIOD-END] MAR-31-1996
[INVESTMENTS-AT-COST] 5,397
[INVESTMENTS-AT-VALUE] 5,321
[RECEIVABLES] 199
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 5,520
[PAYABLE-FOR-SECURITIES] 200
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 30
[TOTAL-LIABILITIES] 230
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 5,316
[SHARES-COMMON-STOCK] 248
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 52
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (2)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (76)
[NET-ASSETS] 5,290
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 81
[OTHER-INCOME] 0
[EXPENSES-NET] (8)
[NET-INVESTMENT-INCOME] 73
[REALIZED-GAINS-CURRENT] (2)
[APPREC-INCREASE-CURRENT] (76)
[NET-CHANGE-FROM-OPS] (5)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (19)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 278
[NUMBER-OF-SHARES-REDEEMED] (31)
[SHARES-REINVESTED] 2
[NET-CHANGE-IN-ASSETS] 5,290
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 5
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 54
[AVERAGE-NET-ASSETS] 2,525
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0.23
[PER-SHARE-GAIN-APPREC] (0.15)
[PER-SHARE-DIVIDEND] (0.08)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.00
[EXPENSE-RATIO] 0.55
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000942727
[NAME] UAM FUNDS TRUST, INC.
[SERIES]
[NUMBER] 062
[NAME] BHM&S TOTAL RETURN BOND PORTFOLIO, SERVICE CLASS
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] OTHER
[FISCAL-YEAR-END] APR-30-1996
[PERIOD-START] NOV-01-1995
[PERIOD-END] MAR-31-1996
[INVESTMENTS-AT-COST] 5,397
[INVESTMENTS-AT-VALUE] 5,321
[RECEIVABLES] 199
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 5,520
[PAYABLE-FOR-SECURITIES] 200
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 30
[TOTAL-LIABILITIES] 230
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 5,316
[SHARES-COMMON-STOCK] 281
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 52
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (2)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (76)
[NET-ASSETS] 5,290
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 81
[OTHER-INCOME] 0
[EXPENSES-NET] (8)
[NET-INVESTMENT-INCOME] 73
[REALIZED-GAINS-CURRENT] (2)
[APPREC-INCREASE-CURRENT] (76)
[NET-CHANGE-FROM-OPS] (5)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 283
[NUMBER-OF-SHARES-REDEEMED] (2)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 5,290
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 5
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 54
[AVERAGE-NET-ASSETS] 758
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0.13
[PER-SHARE-GAIN-APPREC] (0.07)
[PER-SHARE-DIVIDEND] (0.08)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.98
[EXPENSE-RATIO] 0.80
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
