<PAGE>
MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENT NO. 16
As filed with the Securities and Exchange Commission on December 15, 1997
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 THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 17 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 18 /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, Assistant Secretary
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.
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1435 Chestnut Street
Philadelphia, PA 19103-6933
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[_] Immediately upon filing pursuant to Paragraph (b)
[_] on (date) pursuant to Paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on (date) pursuant to paragraph (a) (1)
[X] 75 days after filing pursuant to Paragraph (a) (2)
[_] on (date) pursuant to Paragraph (a) (2) of Rule 485.
REGISTRANT HAS PREVIOUSLY ELECTED TO AND HEREBY CONTINUES ITS ELECTION TO
REGISTER AN INDEFINITE NUMBER OF SHARES PURSUANT TO RULE 24f-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. REGISTRANT FILED (i) A RULE 24f-2
NOTICE FOR THE FPA CRESCENT PORTFOLIO FOR THE FISCAL YEAR ENDED MARCH 31, 1997
ON MAY 28, 1997 AND (ii) A RULE 24f-2 NOTICE FOR THE REMAINDER OF THE
REGISTRANT'S PORTFOLIOS FOR THE FISCAL YEAR ENDED APRIL 30, 1997 ON JUNE 26,
1997.
<PAGE>
UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE
<TABLE>
<CAPTION>
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- ----------------------
<S> <C> <C>
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Fund Expenses; Prospectus Summary; Risk Factors
Item 3. Condensed Financial Information....... Financial Highlights
Item 4. General Description of Registrant..... Prospectus Summary; Risk Factors; Investment
Objective; Investment Policies; Other
Investment Policies; Investment Limitations; General
Information
Item 5. Management of the Fund................ Prospectus Summary; Investment Adviser;
Administrative Services; Distributor
Item 5A. Management's Discussion of
Fund Performance...................... Included in Registrant's March 31, 1997 and
April 30, 1997 Annual Reports to Shareholders
Item 6. Capital Stock and Other Securities.... Purchase of Shares; Redemption of Shares;
Shareholder Services; Valuation of Shares;
Dividends, Capital Gains Distributions and Taxes
Item 7. Purchase of Securities Being Offered.. Purchase of Shares; Shareholder Services
Item 8. Redemption or Repurchase.............. Redemption of Shares; Shareholder Services
Item 9. Pending Legal Proceedings............. Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------
<S> <C> <C>
Item 10. Cover Page........................... Cover Page
Item 11. Table of Contents.................... Table of Contents
Item 12. General Information and History...... Investment Adviser; General Information
Item 13. Investment Objectives and Policies... Investment Adviser; Investment Limitations
Item 14. Management of the Fund............... Management of the Fund
Item 15. Control Persons and Principal
Holders of Securities................ Management of the Fund
Item 16. Investment Advisory and
Other Services....................... Investment Adviser
Item 17. Brokerage Allocation and
Other Practices...................... Portfolio Transactions
Item 18. Capital Stock and Other Securities... General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered............. Purchase and Redemption of Shares
Item 20. Tax Status........................... General Information
Item 21. Underwriters......................... Management of the Fund
Item 22. Calculation of Performance Data...... Performance Calculations
Item 23. Financial Statements................. Financial Statements
</TABLE>
PART C
- ------
Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 17
PART A
The following Prospectuses are included in this Post-Effective
Amendment No. 17:
. Heitman/PRA Real Estate Portfolio Institutional Class Shares
. Heitman/PRA Real Estate Portfolio Advisor Class Shares
The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 16 filed on July 10, 1997:
. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. FPA Crescent Portfolio Institutional Class Shares
. FPA Crescent Portfolio Institutional Service Class Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. Jacobs International Octagon Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Prospectus is incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:
. Dwight Principal Preservation Portfolio Institutional Class Shares
<PAGE>
[LOGO OF UAM FUNDS APPEARS HERE]
Heitman/PRA Real Estate Portfolio
Institutional Class Shares
PROSPECTUS
__________, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Estimated Fund Expenses........................................................2
Prospectus Summary.............................................................3
Risk Factors...................................................................3
Financial Highlights...........................................................4
Investment Objective...........................................................5
Investment Policies............................................................5
Other Investment Policies......................................................5
Investment Limitations.........................................................7
Purchase of Shares.............................................................8
Redemption of Shares..........................................................10
Shareholder Services..........................................................11
Valuation of Shares...........................................................12
Performance Calculations......................................................12
Dividends, Capital Gains Distributions and Taxes..............................13
Investment Adviser............................................................14
Administrative Services.......................................................14
Distributor...................................................................15
Portfolio Transactions........................................................15
General Information...........................................................15
UAM Funds--Institutional Class Shares.........................................17
</TABLE>
<PAGE>
UAM Funds
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
- --------------------------------------------------------------------------------
HEITMAN/PRA REAL ESTATE PORTFOLIO
Institutional Class Shares
Investment Adviser: Heitman/PRA Securities Advisors, Inc.
- --------------------------------------------------------------------------------
PROSPECTUS - , 1998
UAM Funds Trust (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as
"Portfolios") each of which has different investment objectives and policies.
The Heitman/PRA Real Estate Portfolio currently offers two separate classes of
shares: Institutional Class Shares and Advisor Class Shares. Shares of each
class represent equal, pro rata interests in a Portfolio and accrue dividends in
the same manner except that Advisor Class Shares bear fees payable by the class
to financial institutions for services they provide to the owners of such
shares. The securities offered in this Prospectus are Institutional Class Shares
of one diversified, no-load Portfolio of the Fund managed by Heitman/PRA
Securities Advisors, Inc.
Heitman/PRA Real Estate Portfolio. Heitman/PRA Real Estate Portfolio (the
"Portfolio") seeks high total return consistent with reasonable risk by
investing primarily in equity securities of public companies principally engaged
in the real estate business. Each investment is selected based upon a
determination by the Fund's Adviser that the anticipated total return,
considering both income and potential for capital appreciation, is high relative
to the risk assumed.
There can be no assurance the Portfolio will achieve its stated objective.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the
Securities and Exchange Commission and is available at the Commission's internet
web site (http://www.sec.gov). The SAI is dated ____________,1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at the address or telephone number above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
ESTIMATED FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Institutional Class Shares would incur. Transaction fees may be
charged if a broker-dealer or other financial intermediary deals with the Fund
on your behalf. (See "PURCHASE OF SHARES.")
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
Heitman/PRA
Real Estate
Portfolio
Institutional
Class Shares
----------------
<S> <C>
Sales Load Imposed on Purchases...................... NONE
Sales Load Imposed on Reinvested Dividends........... NONE
Deferred Sales Load.................................. NONE
Redemption Fees...................................... NONE
Exchange Fees........................................ NONE
</TABLE>
Annual Fund Operating Expenses
(As a Percentage of Average Net Assets)
<TABLE>
<CAPTION>
Heitman/PRA
Real Estate
Portfolio
Institutional
Class Shares
----------------
<S> <C>
Investment Advisory Fees............................. 0.70%+
Administrative Fees.................................. 0.16%
12b-1 Fees........................................... NONE
Other Expenses....................................... 0.09%
-----
Total Operating Expenses:............................ 0.95%
=====
</TABLE>
-------------------
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee
calculated daily and paid monthly in arrears, at the annual rate of
0.75% of the Portfolio's first $100 million of average daily net
assets plus 0.65% of the average daily net assets of the Portfolio
in excess of $100 million. The Adviser has agreed that if the total
expenses of the Portfolio (exclusive of interest, taxes, brokerage
expenses and extraordinary items) for any fiscal year of the
Portfolio exceed (i) 1.75% of the first $50 million of the
Portfolio's average net assets, and (ii) 1.50% of the Portfolio's
average net assets in excess of $50 million, the Adviser will pay or
reimburse the Portfolio for that excess up to the amount of its
advisory fee payable with respect to the Portfolio during that
fiscal year. The fee paid by the Portfolio, although higher than the
investment advisory fees paid by most other mutual funds, is
comparable to the fees paid for similar services by many funds with
similar investment objectives and policies.
The above table shows various fees and expenses an investor would bear
directly or indirectly. The expenses and fees set forth above for the Portfolio
are based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will be
approximately $129 million. The effect of expense offsets on Total Operating
Expenses is excluded.
The following example illustrates expenses a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. The Portfolio charges
no redemption fees of any kind.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman/PRA Real Estate Portfolio Institutional Class Shares..... $10 $30 $53 $117
</TABLE>
This example should not be considered a representation of past or
future expenses or performance. Actual expenses may be greater or lesser than
those shown.
2
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a wholly-owned
subsidiary of Heitman Financial Ltd. ("Heitman") which is a wholly-owned
subsidiary of United Asset Management Corporation. Established in 1913, Heitman
is one of the nation's largest institutional real estate advisers with over
[870] real estate professionals in [92] offices throughout the United States,
currently managing $[10.2] billion in real estate.
PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $[2,500]. The minimum for subsequent investments
is $[100]. The minimum initial investment for IRA accounts is $[500]. The
minimum initial investment for spousal IRA accounts is $[250]. Certain
exceptions to the initial or minimum investment amounts may be made by the
officers of the Fund. (See "PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net
investment income in quarterly dividends. The Portfolio will distribute any
realized net capital gains annually. Distributions will be reinvested in
Portfolio shares automatically unless an investor elects to receive cash
distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
REDEMPTIONS AND EXCHANGES
Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemption
request. The redemption price may be more or less than the purchase price. (See
"REDEMPTION OF SHARES.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United
Asset Management Corporation, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios by third-party service
providers. (See "ADMINISTRATIVE SERVICES.")
RISK FACTORS
The value of a Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and prospects
of the issuers in which a Portfolio invests. Prospective investors should
consider the following: (1) The Portfolio will not trade for short-term profits,
but when circumstances warrant, investments may be sold without regard to the
length of time held. High rates of portfolio turnover may result in additional
transaction costs and the realization of capital gains. (See "PORTFOLIO
TURNOVER."); (2) In addition, the Portfolio may use various investment
practices, including investing in repurchase agreements and lending of
securities. (See "OTHER INVESTMENT POLICIES."); (3) Under normal circumstances,
at least 65% of the Portfolio's assets will be invested in the equity securities
of companies principally engaged in the real estate industry. Because the
Portfolio will be concentrated in this industry, the Portfolio may be subject to
the risks associated with the direct ownership of real estate. For example, real
estate values may fluctuate as a result of general and local economic
conditions, overbuilding and increased competition, increases in property taxes
and operating expenses, changes in zoning laws, casualty or condemnation losses,
regulatory limitations on rents, changes in neighborhood values, changes in the
appeal of properties to tenants, and increases in interest rates. The value of
securities of companies which service the real estate business sector may also
be affected by such risks. Thus, the value of the Portfolio's shares may change
at different rates compared to the value of shares of a mutual fund with
investments in many industries. Because the Portfolio may invest a substantial
portion of its assets in Real Estate Investment Trusts ("REITs"), the Portfolio
may also be subject to certain risks associated with direct investments in
REITs. REITs may be affected by changes in the value of their underlying
properties and by defaults by borrowers or tenants. Furthermore, REITs are
dependent upon specialized management skills, have limited diversification and
are, therefore, subject to risks inherent in financing a limited number of
projects. REITs depend generally on their ability to generate cash flow to make
distributions to shareholders, and certain REITs have self-liquidation
provisions by which mortgages held may be paid in full and distributions of
capital returns may be made at any time. In addition, the performance of a REIT
may be affected by its failure to qualify for tax-free pass-through of income
under the Internal Revenue Code of 1986, as amended (the "Code") or its failure
to maintain exemption from registration under the Investment Company Act of 1940
(the "1940 Act"). (See "REAL ESTATE INVESTMENT TRUSTS.")
3
<PAGE>
FINANCIAL HIGHLIGHTS
Institutional Class Shares
Prior to March __, 1998, the Portfolio operated as a series of Heitman
Securities Trust and operated under the name Heitman Real Estate Fund. On March
__, 1998, after approval by its shareholders, the Heitman Real Estate Fund was
reorganized as part of the UAM Funds Trust and renamed the Heitman/PRA Real
Estate Portfolio.
The following table provides selected per share information for a share
outstanding throughout the period presented for the Heitman/PRA Real Estate
Portfolio's Institutional Class Shares. This table is part of the Portfolio's
Financial Statements, which are included in the Portfolio's 1996 Annual Report
to Shareholders and 1997 Semi-Annual Report to Shareholders. The Annual and
Semi-Annual Reports are incorporated by reference into the Portfolio's SAI. The
Portfolio's Financial Statements for the year ended December 31, 1996 have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also incorporated by reference into the SAI. The Portfolio's
Financial Statements for the period ended June 30, 1997 are unaudited. The
Financial Statements for all periods prior to January 1, 1996 have been audited
by Arthur Andersen LLP. Please read the following information in conjunction
with the Portfolio's 1996 Annual Report to Shareholders and 1997 Semi-Annual
Report to Shareholders.
Institutional Class Shares
--------------------------
<TABLE>
<CAPTION>
For the
For the Fiscal Year For the
six-month Ended Three-Month
period ended December 31, Period Ended
June 30, 1997 ------------ December 31,
(Unaudited) 1996 1995 1994
----------- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period .... $10.96 $8.65 $ 8.30 $ 9.23
------ ----- ------ -------
Income from Investment Operations
Net investment income/a/ .............. 0.17 0.37 0.33 0.10
Net realized and unrealized gain (loss)
on investments ...................... 0.53 2.82 0.53 (0.05)
---- ---- ---- ----
Total from investment operations .. 0.70 3.19 0.86 0.05
---- ---- ---- ----
Distributions
From net investment income/a/ ......... (0.17) (0.37) (0.33) (0.10)
In excess of net investment income .... (0.05) (0.10) 0.00 0.00
From net realized gain on investments . 0.00 (0.41) 0.00 (0.77)
From tax return of capital/b/ ......... 0.00 0.00 (0.18) (0.11)
---- ---- ---- ----
Total distributions ................. (0.22) (0.88) (0.51) (0.98)
---- ---- ---- ----
Net Asset Value, End of Period .......... $11.44 $10.96 $8.65 $8.30
====== ====== ===== =====
Total Return ............................ 6.42%/c/ 38.06% 10.87% 0.65%/d/
Ratios/Supplemental Data
Net assets, end of period (in 000's) .. $135,418 $129,275 $95,692 $105,569
Ratio of expenses to average net assets 1.08%* 1.23% 1.29% 1.28%*
Ratio of net investment income
to average net assets/a/ ............ 3.04%* 4.09% 3.97% 4.35%*
Portfolio Turnover .................... 83.41%* 59.88% 65.33% 37.55%*
Average commission rate paid/d/ ....... $0.0409 $0.0504 -- --
<CAPTION>
For the Period
January 4, 1989
(Effective Date)
For the Fiscal Years Ended September 30, to
----------------------------------------------- September 30,
1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period .... $ 10.95 $ 8.29 $ 7.66 $ 6.99 $10.25 $ 10.00
------- ------ ------ ------ ------ --------
Income from Investment Operations
Net investment income/a/ .............. 0.32 0.40 0.45 0.49 0.64 0.40/b/
Net realized and unrealized gain (loss)
on investments ...................... (0.92) 2.67 0.63 0.67 (3.16) 0.25
---- ---- ---- ---- ---- ----
Total from investment operations .. (0.60) 3.07 1.08 1.16 (2.52) 0.65
---- ---- ---- ---- ---- ----
Distributions
From net investment income/a/ ......... (0.31) (0.41) (0.45) (0.49) (0.64) (0.40)
In excess of net investment income .... 0.00 0.00 0.00 0.00 0.00 0.00
From net realized gain on investments . (0.67) 0.00 0.00 0.00 (0.10) 0.00
From tax return of capital/b/ ......... (0.14) 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ---- ---- ----
Total distributions ................. (1.12) (0.41) (0.45) (0.49) (0.74) (0.40)
---- ---- ---- ---- ---- ----
Net Asset Value, End of Period .......... $ 9.23 $ 10.95 $ 8.29 $ 7.66 $ 6.99 $ 10.25
======= ======== ======= ======== ======== ==========
Total Return ............................ (5.22%) 37.76% 14.49% 19.56% (26.11%) 4.82%/d/
Ratios/Supplemental Data
Net assets, end of period (in 000's) .. $116,268 $141,672 $66,521 $54,880 $ 18,481 $ 23,174
Ratio of expenses to average net assets 1.22% 1.24% 1.37% 1.25% 1.54% 0.90%/b/
Ratio of net investment income
to average net assets/a/ ............ 2.87% 4.37% 5.75% 7.36% 7.25% 3.88%
Portfolio Turnover .................... 90.11% 61.47% 28.05% 16.24% 24.98% 12.96%
Average commission rate paid/d/ ....... -- -- -- -- -- --
</TABLE>
- ------------------
* Annualized.
/a/ Distributions from REIT investments generally include a return of
capital. For financial reporting purposes, through September 30, 1993,
the Fund recorded all distributions received, including the returns of
capital, as net investment income.
/b/ The Investment Manager has reimbursed the Fund for certain expenses
during the period from the effective date until investment operations
commenced. The ratio of expenses to average net assets for the period
January 4, 1989 to September 30, 1989 would otherwise have been 1.00%.
/c/ Historically, the Fund has distributed to its shareholders amounts
approximating dividends received from the REITs. As more fully
explained in Note 2 to the Financial Statements, the Fund, for fiscal
year ended September 30, 1994, adopted an accounting pronouncement
affecting the presentation of distributions to shareholders. The
financial highlights for the period ended September 30, 1989 and for
the years ended September 30, 1990 through 1993 have not been restated.
/d/ The total return figures for the periods ended September 30, 1989 and
December 31, 1994 have not been annualized.
/e/ Required disclosure for fiscal years beginning after September 1, 1995
pursuant to SEC regulations.
4
<PAGE>
INVESTMENT OBJECTIVE
The Portfolio's investment objective is to obtain high total return
consistent with reasonable risk by investing primarily in equity securities of
public companies principally engaged in the real estate business. Each
investment will be selected based upon a determination by the Adviser that the
anticipated total return, considering both income and potential for capital
appreciation, is high relative to the risk assumed. There can be no assurance
that the Portfolio will achieve its objective and the Portfolio may not achieve
as high a total return as other investment companies that invest in a broader
universe of securities. The Portfolio's investment objective is a fundamental
policy and may be changed only by the affirmative vote of the holders of a
majority of the Portfolio's shares.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing in equity
securities of public companies principally engaged in the real estate business.
A company is "principally engaged" in the real estate business if at least 50%
of the fair market value of its assets, as determined by the Adviser, consists
of interests in, or at least 50% of its gross income or net profits are derived
from the ownership, construction, management, financing or sale of, residential,
commercial, or industrial real estate. Equity securities in which the Portfolio
may invest are limited to common and preferred stocks, convertible bonds and
convertible preferred stocks and warrants. All equity securities in which the
Portfolio invests will be listed on a U.S. national securities exchange or
traded in the over-the-counter market.
Total return is composed of current income and capital appreciation.
Under normal circumstances, the Portfolio will seek to maintain a balanced
portfolio of securities which are income producing and securities which offer
potential for capital appreciation.
Under normal conditions, at least 65% of the Portfolio's total assets
will be invested in the equity securities of companies, a majority of whose
assets are represented by the ownership of real property, including leasehold
interests. Such companies may include equity, mortgage and hybrid REITs and
other companies with substantial real estate holdings. Although not an
investment policy of the Portfolio, it is anticipated that under normal
circumstances approximately 60% to 90% of the Portfolio's total assets will be
invested in REITs and that a majority of the Portfolio's REIT investments will
consist of equity securities of equity and hybrid REITs.
The Portfolio may invest up to 35% of its total assets in equity
securities of companies not principally engaged in the real estate business (as
defined above) but nonetheless engaged in businesses related thereto. These
companies may include manufacturers and distributors of building supplies,
financial institutions which make or service mortgages, and companies whose real
estate assets are substantial relative to the companies' stock market
valuations, such as retailers, railroads and paper and forest products
companies.
When the Adviser believes that market conditions warrant a defensive
position, up to 100% of the Portfolio's assets may be held in cash and short-
term investments. See "SHORT-TERM INVESTMENTS AND REPURCHASE AGREEMENTS" below
for a description of the types of short-term instruments in which the Portfolio
may invest for temporary defensive purposes. When the Portfolio is in a
defensive position, it may not necessarily be pursuing its stated investment
objective.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S. Government
obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by Standard & Poor's
Corporation or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, if
unrated, determined by the Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange
Commission (the "SEC") to deposit the daily uninvested cash balances of the
Fund's Portfolios, as well as cash for investment purposes, into one or more
joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and tax-exempt money
instruments. By entering into these investments on a joint basis, it is expected
that a Portfolio may earn a higher rate of return on investments relative to
what it could earn individually.
5
<PAGE>
The Fund has received permission from the SEC for each of its
Portfolios to invest, for cash management purposes, the greater of 5% of its
total assets or $2.5 million in the Fund's DSI Money Market Portfolio. (See
"INVESTMENT COMPANIES.")
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by
U.S. Government securities, certificates of deposit, and certain bankers'
acceptances and other securities outlined above under "SHORT-TERM INVESTMENTS."
In a repurchase agreement, a Portfolio buys a security and simultaneously
commits to sell that security back at an agreed upon price plus an agreed upon
market rate of interest. Under a repurchase agreement, the seller is required to
maintain the value of securities subject to the agreement at not less than 100%
of the repurchase price. The value of the securities will be evaluated daily,
and the Adviser will, if necessary, require the seller to maintain additional
securities to ensure that the value is in compliance with the previous sentence.
The use of repurchase agreements involves certain risks. For example, a default
by the seller of the agreement may cause a Portfolio to experience a loss or
delay in the liquidation of the collateral securing the repurchase agreement.
The Portfolio might also incur disposition costs in liquidating the collateral.
While the Fund's management acknowledges these risks, it is expected that they
can be controlled through stringent security selection criteria and careful
monitoring procedures. The Fund has received permission from the SEC to pool
daily uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into joint repurchase
agreements, a Portfolio may incur lower transaction costs and earn higher rates
of interest on joint repurchase agreements. Each Portfolio's contribution would
determine its return from a joint repurchase agreement. (See "SHORT-TERM
INVESTMENTS.")
LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified
institutional investors as a means of earning income. A Portfolio will not loan
securities to the extent that greater than one-third of its assets at fair
market value would be committed to loans. During the term of a loan, the
Portfolio is subject to a gain or loss depending on any increase or decrease in
the market price of the securities loaned. Lending of securities is subject to
review by the Fund's Board of Trustees. All relevant facts and circumstances,
including the creditworthiness of the broker, dealer or institution, will be
considered in making decisions about securities lending.
An investment company may pay reasonable negotiated fees in connection
with loaned securities so long as such fees are set forth in a written contract
and approved by its Board of Trustees. The Portfolios will continue to retain
any voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.
PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation). The Portfolio will not normally engage
in short-term trading, but reserves the right to do so. The table set forth in
"Financial Highlights" presents the Portfolio's historical portfolio turnover
ratios.
INVESTMENT COMPANIES
The Portfolio reserves the right to invest up to 10% of its total
assets, calculated at the time of investment, in the securities of other
open-end or closed-end investment companies. No more than 5% of the investing
Portfolio's total assets may be invested in the securities of any one investment
company nor may it acquire more than 3% of the voting securities of any other
investment company. The Portfolio will indirectly bear its proportionate share
of any management fees paid by an investment company in which it invests in
addition to the advisory fee paid by the Portfolio.
The Fund has received permission from the SEC to allow each of its
Portfolios to invest, for cash management purposes, the greater of 5% of its
total assets or $2.5 million in the Fund's DSI Money Market Portfolio provided
that the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advisory
fee and any other fees earned as a result of the Portfolio's investment in the
DSI Money Market Portfolio. The investing Portfolio will bear expenses of the
DSI Money Market Portfolio on the same basis as all of its other shareholders.
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RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not
registered for sale to the general public but which are eligible for resale to
qualified institutional investors under Rule 144A of the Securities Act of 1933.
Under the supervision of the Fund's Board of Trustees, the Adviser determines
the liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these
securities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.
REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be
taxed as a corporation) which meets the definitional requirements of the Code.
The Code permits a qualifying REIT to deduct the dividends paid, thereby
effectively eliminating corporate level federal income tax and making the REIT a
pass-through vehicle for federal income tax purposes. To meet the definitional
requirements of the Code, a REIT must, among other things: invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs), cash and government securities; derive most of its income from rents
from real property or interest on loans secured by mortgages on real property;
and distribute annually 95% or more of its otherwise taxable income to
shareholders.
REITs are sometimes informally characterized as equity REITs, mortgage
REITs and hybrid REITs. An equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings; a mortgage REIT invests primarily in
mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is anticipated
that under normal circumstances, approximately 10% to 15% of the REITs in which
the Portfolio invests will have operating histories of less than three years.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its
total assets at the time of purchase in the securities of any
single issuer (other than obligations issued or guaranteed as to
principal and interest by the U.S. Government or any of its
agencies or instrumentalities);
(b) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;
(c) invest more than 5% of its assets at the time of purchase in the
securities of companies (other than securities of REITs) that have
(with predecessors) a continuous operating history of less than 3
years;
(d) make loans except by purchasing debt securities in accordance with
its investment objective and policies or entering into repurchase
agreements or by lending its portfolio securities to banks,
brokers, dealers and other financial institutions so long as the
loans are made in compliance with the 1940 Act, as amended, or the
Rules and Regulations or interpretations of the SEC;
(e) (i) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 33 1/3% of the Portfolio's total assets valued at the
lower of market or cost, and (ii) a Portfolio may not purchase
additional securities when borrowings exceed 5% of total assets;
or
(f) pledge, mortgage or hypothecate any of its assets to an extent
greater than 33 1/3% of its total assets at fair market value.
The Portfolio's investment objective and investment limitations (a),
(b), (d), (e) and (f)(i) listed above are fundamental policies and may be
changed only with the approval of the holders of a majority of the outstanding
voting securities of the Portfolio. The other investment limitations described
here and those not specified as fundamental in the SAI as well as the
Portfolio's investment policies are not fundamental and the Fund's Board of
Directors may change them without shareholder approval upon reasonable notice to
investors.
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PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission at the net asset value per share
next determined after an order is received by the Fund and payment is received
by the Custodian. (See "VALUATION OF SHARES.") The minimum initial investment
required is $[2,500]. The minimum initial investment for IRA accounts is $[500].
The minimum initial investment for spousal IRA accounts is $[250]. Certain
exceptions may be made by the officers of the Fund.
Shares of the Portfolio may be purchased by customers of brokers-
dealers or other financial intermediaries ("Service Agents") which have
established a shareholder servicing relationship with the Fund on behalf of
their customers. Service Agents may impose additional or different conditions on
purchases or redemptions of Portfolio shares and may charge transaction or other
account fees. Each Service Agent is responsible for transmitting to its
customers a schedule of any such fees and information regarding additional or
different purchase or redemption conditions. Shareholders who are customers of
Service Agents should consult their Service Agent for information regarding
these fees and conditions. Amounts paid to Service Agents may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent, which would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. Service
Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. A salesperson and any
other person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.
Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of a Portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the New
York Stock Exchange ("NYSE"), and transmit it to the Fund's Sub-Transfer Agent
prior to the close of their business day to receive that day's share price.
Proper payment for the order must be received by the Sub-Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers and the Fund for timely
transmission of all subscription and redemption requests, investment
information, documentation and money.
INITIAL INVESTMENTS
BY MAIL
. Complete and sign an Account Registration Form and mail it
together with a check made payable to UAM Funds to:
UAM Funds Trust
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
Payment for purchases of shares received by mail will be credited to an
account at the next share price calculated for the Portfolio after receipt.
Payment does not need to be converted into Federal Funds (monies credited to the
Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will accept it
for investment.
BY WIRE
. Telephone the UAM Funds Service Center and provide the account
name, address, telephone number, social security or taxpayer
identification number, Portfolio selected, amount being wired and
the name of the bank wiring the funds. An account number will
then be provided to you. Next,
. instruct your bank to wire the specified amount to the Fund's
Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name _______________
Your Account Number _______________
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Your Account Name _______________
Wire Control Number _______________
. Forward a completed Account Registration Form to the Fund at the
address shown on the form. Federal Funds purchases will be
accepted only on a day on which both the NYSE and the Custodian
Bank are open for business.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional
investment is $[100]. Shares can be purchased at net asset value by mailing a
check made payable to "UAM Funds" to the above address or by wiring money to the
Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name and the Portfolio to
be purchased are identified on the check or wire. Prior to wiring additional
investments, notify the UAM Funds Service Center by calling the number on the
cover of this Prospectus. Mail orders should include, when possible, the "Invest
by Mail" stub which accompanies any Fund confirmation statement.
OTHER PURCHASE INFORMATION
Investments received by 4 p.m. ET (the close of the NYSE) will be
invested at the share price calculated after the NYSE closes on that day.
Investments received after the close of the NYSE will be executed at the price
computed on the next day the NYSE is open. The Fund reserves the right, in its
sole discretion, to suspend the offering of shares of the Portfolio or to reject
purchase orders when, in the judgment of management, such suspension or
rejection is in the best interests of the Fund. Purchases of a Portfolio's
shares will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.
IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Portfolio, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a Portfolio
in exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights pertaining
to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer. Securities
acquired through an in-kind purchase will be acquired for investment and not for
immediate resale.
The Fund will not accept securities in exchange for shares of a
Portfolio unless:
. at the time of exchange, such securities are eligible to be
included in the Portfolio (current market quotations must be
readily available for such securities);
. the investor represents and agrees that all securities offered to
be exchanged are liquid securities and not subject to any
restrictions upon their sale by the Portfolio under the
Securities Act of 1933, or otherwise; and
. the value of any such securities (except U.S. Government
securities) being exchanged together with other securities of the
same issuer owned by the Portfolio will not exceed 5% of the net
assets of the Portfolio immediately after the transaction.
Investors who are subject to Federal taxation upon exchange may realize
a gain or loss for Federal income tax purposes depending upon the cost of
securities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of the Portfolio with
a minimum value of $[2,500] or more to purchase shares automatically (minimum of
$[100] per transaction) at regular intervals selected by the shareholder.
Provided the shareholder's bank or other financial institution allows automatic
withdrawals, shares are purchased by transferring funds via the Automated
Clearing House ("ACH"). Investments made through ACH will be automatically
transferred from a shareholder's checking, bank money market or NOW account
designated by the shareholder. Such withdrawals are made electronically, if the
shareholder's bank or financial institution so permits, or by pre-authorized
checks or drafts drawn on the shareholder's bank or other account. The bank
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<PAGE>
or financial institution must be a member of ACH. At the shareholder's option,
the account designated will be debited in the specified amount, and shares will
be purchased monthly or quarterly.
To establish an Automatic Investment Plan, a shareholder must complete
the Optional Services Form available from the UAM Funds Service Center at
1-800-638-7983 and mail it to Chase Global Funds Services Company. A shareholder
may cancel his/her participation or change the amount of purchase at any time by
mailing written notification to Chase Global Funds Services Company, P.O. Box
2798, Boston, MA 02208-2798 and notification generally will be effective three
business days following receipt. The Fund may modify or terminate this privilege
at any time, or may charge a service fee, although no such fee currently is
contemplated.
REDEMPTION OF SHARES
Shares of the Portfolio may be redeemed by mail or telephone at any
time, without cost, at the net asset value of the Portfolio next determined
after receipt of the redemption request. No charge is made for redemptions. Any
redemption may be more or less than the purchase price of the shares depending
on the market value of investment securities held by the Portfolio.
BY MAIL
Address requests for redemption to the UAM Funds Service Center.
Requests to redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are
registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES");
and
. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations,
pension and profit sharing plans and other organizations.
BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Account Registration Form; and
. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account
designated to receive redemption proceeds (this can be
accomplished only by a written request signed by each
shareholder, with each signature guaranteed); or
. redemption of certificated shares by telephone.
The Fund and its Sub-Transfer Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include
requiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded and
investors may be required to provide additional telecopied written instructions
of such transaction requests. The Fund or Sub-Transfer Agent may be liable for
any losses due to unauthorized or fraudulent telephone instructions if the Fund
or the Sub-Transfer Agent do not employ the procedures described above. Neither
the Fund nor the Sub-Transfer Agent will be responsible for any loss, liability,
cost or expense for following instructions received by telephone that it
reasonably believes to be genuine.
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<PAGE>
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other
than the registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other
than the registered address; or
. share transfer requests.
Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. 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.
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under
proper procedures within one business day of and no more than seven days after
the receipt of the request, or earlier if required under applicable law. The
Fund may suspend the right of redemption or postpone the date at times when both
the NYSE and Custodian Bank are closed, or under any emergency circumstances
determined by the SEC.
If the Board of Trustees determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash in
conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemptions.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder whose account balance totals at least $[10,000] may
establish a Systematic Withdrawal Plan under which an amount pre-determined by
the shareholder (but at least $[100]) is automatically redeemed from the
shareholder's account either monthly or quarterly. A shareholder may participate
in the Systematic Withdrawal Plan by using ACH. Redemptions made through ACH
will be automatically transferred to the shareholder's bank or other similar
financial institution account or a properly designated third party. The bank or
financial institution must be a member of ACH. Redemptions ordinarily are made
on the third business day of the month and payments ordinarily will be
transmitted within five business days after the redemption date. Because the
prices of Fund shares fluctuate, the number of shares redeemed to finance
systematic withdrawal payments of a given amount will vary from payment to
payment. If a shareholder owns shares in more than one Portfolio, the
shareholder must designate the Portfolio from which the redemptions under a
Systematic Withdrawal Plan should be made. An additional sheet may be attached
to the Optional Services Form if a shareholder selects more than one Portfolio.
A Systematic Withdrawal Plan may be terminated or suspended at any time by the
Fund. A shareholder may elect at any time, in writing, to terminate
participation in the Systematic Withdrawal Plan. Such written election must be
sent to and received by the Fund before a termination becomes effective. There
is currently no charge to the shareholder for a Systematic Withdrawal Plan.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for
Institutional Class Shares of any other UAM Funds Portfolio. (See the list of
Portfolios of the UAM Funds at the end of this Prospectus.) Exchange requests
should be made by contacting the UAM Funds Service Center.
Any exchange will be based on the net asset value of the shares
involved. There is no sales commission or charge of any kind for an exchange.
Before making an exchange into a Portfolio, a shareholder should read its
Prospectus and consider the investment objectives of the Portfolio to be
purchased. Call the UAM Funds Service Center for a copy of the Prospectus for
the Portfolio(s) in which you are interested. Exchanges can only be made with
Portfolios that are qualified for sale in a shareholder's state of residence.
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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 have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to 4 p.m.
(ET) will be processed as of the close of business on the same day. Requests
received after 4 p.m. will be processed on the next business day. The Board of
Trustees may limit the frequency and amount of exchanges permitted. For
additional information regarding responsibility for the authenticity of
telephoned instructions, see "REDEMPTION OF SHARES - BY TELEPHONE". An exchange
into another UAM Funds portfolio is a sale of shares and may result in a gain or
loss for income tax purposes. The Fund may modify or terminate the exchange
privilege at any time.
VALUATION OF SHARES
The net asset value of the Portfolio is determined by dividing the
value of the Portfolio's assets attributable to the class, less any liabilities
attributable to the class, by the number of shares outstanding attributable to
the class. The net asset value per share of the Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed securities
not traded on the valuation date for which market quotations are readily
available are valued neither exceeding the current asked prices nor less than
the current bid prices. Quotations of foreign securities in a foreign currency
are converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major bank
or by a broker.
Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market. Bonds and other fixed income securities may be valued
on the basis of prices provided by a pricing service when such prices are
believed to reflect the fair market value of such securities.
Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost when the Board of Trustees determines that amortized
cost reflects fair value.
The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Trustees.
PERFORMANCE CALCULATIONS
The Portfolio measures performance by calculating yield and total
return. Both yield and total return figures are based on historical earnings and
are not intended to indicate future performance.
Yield refers to the income generated by an investment in the Portfolio
over a given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all bond funds. As this
differs from other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.
Total return is the change in value of an investment in the Portfolio
over a given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of return
that, if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period.
Performance will be calculated separately for Institutional Class and
Advisor Class Shares. Dividends paid by the Portfolio with respect to
Institutional Class and Advisor Class Shares, to the extent any dividends are
paid, will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service and distribution fees relating
to Advisor Class Shares will be borne exclusively by that class.
The Portfolio's performance may be compared to data prepared by
independent services which monitor the performance of investment companies, data
reported in financial and industry publications, and various indices as further
described in the Portfolio's SAI. This information may also be included in sales
literature and advertising.
The Portfolio's Annual Report to Shareholders, for its most recent
fiscal year end contains additional performance information that includes
comparisons with appropriate indices. The Annual Report is available without
charge upon request to the Fund by writing to
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the address or calling the phone number on the cover of this Prospectus.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net
investment income (for tax purposes) to shareholders in quarterly dividends. If
any net capital gains are realized, the Portfolio will normally distribute them
annually. All dividends and capital gains distributions will be automatically
reinvested in additional shares of the Portfolio unless the Fund is notified in
writing that the shareholder elects to receive the distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a regulated investment company
("RIC") under subchapter M of the Code, for federal income tax purposes and to
meet all other requirements that are necessary for it (but not its shareholders)
to be exempt from federal taxes on income and gains paid to shareholders in the
form of dividends. To do this, the Portfolio must, among other things,
distribute substantially all of its ordinary income and net capital gains on a
current basis and maintain a portfolio of investments which satisfies certain
diversification criteria.
Dividends paid by the Portfolio from net investment income, whether in
cash or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term capital
gains distributions are taxed as long-term capital gains. Shareholders will be
notified annually of dividend income earned for tax purposes. For a summary of
the tax rates applicable to capital gains (including capital gain dividends),
see the discussion below regarding the Taxpayer Relief Act of 1997.
Dividends declared in October, November and December to shareholders of
record in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, provided
that the dividends are paid before February of the following year.
The Fund is required by Federal law to withhold 31% of reportable
payments paid to shareholders who have not complied with IRS regulations. In
order to avoid this withholding requirement, you must certify that your Social
Security or Taxpayer Identification Number you have provided is correct and that
either you are not currently subject to backup withholding or you are exempt
from backup withholding. This certification must be made on the Account
Registration Form or on a separate form supplied by the Fund.
Dividends and interest received by the Portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes reduce the
Portfolio's dividends but are included in the taxable income reported on your
tax statement if the Portfolio qualifies for this tax treatment and elects to
pass it through to you. Consult a tax adviser for more information regarding
deductions and credits for foreign taxes.
[Under the Taxpayer Relief Act of 1997 (the "1997 Tax Act"), the
maximum tax rates applicable to net capital gains recognized by individuals and
other non-corporate taxpayers are (i) the same as ordinary income rates for
capital assets held for one year or less, (ii) 28% for capital assets held for
more than one year but not more than 18 months and (iii) 20% for capital assets
held for more than 18 months. The maximum long-term capital gains rate for
corporations remains at 35%. Under the 1997 Tax Act, the Treasury is authorized
to issue regulations that address the application of the new capital gains rates
to sales and exchanges by RICs and to sales and exchanges of interests in RICs,
but not such regulations have been issued as of the date hereof. It is expected
that the new tax rates for capital gains under the 1997 Tax Act described above
will apply to distributions of capital gain dividends by the Portfolio as well
as to sales and exchanges of shares in the Portfolio. With respect to capital
losses recognized on dispositions of shares held six months or less where such
losses are treated as long-term capital losses to the extent of prior capital
gain dividends received on such shares (see discussion above regarding gains or
losses recognized on the sale or exchange of shares), it is unclear how such
capital losses offset the capital gains referred to above. Shareholders should
consult their own tax advisers as to the application of the new capital gains
rates to their particular circumstances.]
[The tax discussion set forth above is included herein for general
information only. Prospective investors and shareholders should consult their
own tax advisers with respect to the tax consequences to them of an investment
in the Portfolio.]
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INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a corporation
formed in 1994 and is located at 180 North LaSalle Street, Suite 3600, Chicago,
Illinois 60601. The Adviser is a wholly-owned subsidiary of Heitman Financial
Ltd. ("Heitman") which is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM") and provides investment management services to corporations,
pension and profit-sharing trusts, endowments, foundations and other tax-exempt
institutional investors. As of the date of this Prospectus, the Adviser had over
$___ billion in assets under management.
The Portfolio pays the Adviser a fee calculated daily and paid monthly
in arrears, at the annual rate of 0.75% of the Portfolio's first $100 million of
average daily net assets plus 0.65% of the average daily net assets of the
Portfolio in excess of $100 million. The Adviser has agreed that if the total
expenses of the Portfolio (exclusive of interest, taxes, brokerage expenses and
extraordinary items) for any fiscal year of the Portfolio exceed (i) 1.75% of
the first $50 million of the Portfolio's average net assets, and (ii) 1.50% of
the Portfolio's average net assets in excess of $50 million, the Adviser will
pay or reimburse the Portfolio for that excess up to the amount of its advisory
fee payable with respect to the Portfolio during that fiscal year. The fee paid
by the Portfolio, although higher than the investment advisory fees paid by most
other mutual funds, is comparable to the fees paid for similar services by many
funds with similar investment objectives and policies.
The Adviser may compensate its affiliated companies for referring
investors to the Portfolio. The Distributor, UAM, the Adviser, or any of their
affiliates, may, at its own expense, compensate a Service Agent or other person
for marketing, shareholder servicing, record-keeping and/or other services
performed with respect to the Fund, a Portfolio or any Class of Shares. Payments
made for any of these purposes may be made from its revenues, its profits or any
other source available to it. When such service arrangements are in effect, they
are made generally available to all qualified service providers.
The Distributor, the Adviser, and certain of their affiliates also
participate, at the date of this prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan
marketing and shareholder services of its Consulting Group and receives .15 of
1% of the daily net asset value of Institutional Class Shares held by Smith
Barney's eligible customer accounts in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it provides
to certain defined contribution plan shareholders that are not otherwise
provided by UAMFSI.
The investment professionals of the Adviser who are primarily
responsible for the day-to-day management of the Portfolio and a description of
their business experience during the past five years are as follows:
Dean A. Sotter - Mr. Sotter is President of the Adviser with overall
responsibility for portfolio management and marketing. Prior to joining the
Adviser, Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a
Portfolio Manager and Vice President of JMB Institutional Realty Corporation
from 1985-1992, where his responsibilities included property level analysis,
budgeting and valuation as well as financial reporting and client
communications.
Timothy J. Pire - Mr. Pire is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Prior to joining the Adviser, Mr. Pire served as a
Research Analyst with PRA Securities Advisors, L.P., and he was an Associate
Appraiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full
narrative appraisals.
Randall E. Newsome - Mr. Newsome is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research
Analyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsible
for property management, leasing and construction management.
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM,
is responsible for performing and overseeing administrative, fund accounting,
dividend disbursing and transfer agent services provided to the Fund and its
Portfolios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a
Mutual Funds Service Agreement dated June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.
14
<PAGE>
Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio-specific
fee which is retained by UAMFSI and a sub-administration fee which UAMFSI in
turn pays to CGFSC. The Portfolio-specific fee is calculated from the aggregate
net assets of the Portfolio at the following annual rate:
<TABLE>
<CAPTION>
Rate
----
<S> <C>
Heitman/PRA Real Estate Portfolio.................................0.06%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized
basis as follows:
0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less
than $3 billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years. If
a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, MA 02110, distributes shares of the Fund. Under the Distribution
Agreement (the "Agreement"), the Distributor, as agent of the Fund, agrees to
use its best efforts as sole distributor of Fund shares. The Distributor does
not receive any fee or other compensation under the Agreement with respect to
the Shares offered in this Prospectus. The Agreement continues in effect as long
as it is approved at least annually by the Fund's Board of Trustees. Those
approving the Agreement must include a majority of Trustees who are neither
parties to the Agreement nor interested persons of any such party. The Agreement
provides that the Fund will bear costs of registration of its shares with the
SEC and various states as well as the printing of its prospectuses, its SAIs and
its reports to shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
the Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all
transactions of the Portfolios. If consistent with the interests of the
Portfolios, the Adviser may select brokers on the basis of research, statistical
and pricing services these brokers provide to the Portfolios in addition to
required Adviser services. Such brokers may be paid a higher commission 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 the commission is reasonable in terms either of the transaction
or the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfolio
orders with qualified broker-dealers who refer clients to the Adviser.
If a purchase or sale of securities is consistent with the investment
policies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase 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, allocations are subject to periodic review by the
Fund's Trustees.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Delaware business trust on May 18, 1994
under the name "The Regis Fund II". On October 31, 1995, the name of the Fund
was changed to "UAM Funds Trust." 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.
At its discretion, the Board of Trustees may create additional
Portfolios and classes of shares. The shares of the Portfolio are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and no
15
<PAGE>
pre-emptive rights. They have noncumulative voting rights, which means that
holders of more than 50% of shares voting for the election of Trustees can elect
100% of the Trustees. A shareholder is entitled to one vote for each full share
held (and a fractional vote for each fractional share held), then standing in
his name on the books of the Fund.
As of November 28, 1997, United Nations Joint Staff, c/o Henry L. Ouma,
Investment Management Service, United Nations, Room S-0702, New York, NY 10017,
held of record 27% of the outstanding shares of the Portfolio's Institutional
Class Shares for which ownership is disclaimed or presumed disclaimed. The
persons or organizations owning 25% or more of the outstanding shares of the
Portfolio may be presumed to "control" (as that term is defined in the 1940 Act)
the Portfolio. As a result, these 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 the Portfolio.
Both Institutional Class and Advisor Class Shares represent an interest
in the same assets of a Portfolio. Advisor Class Shares bear certain expenses
related to shareholder servicing, and may bear expenses related to distribution.
Advisor Class Shares have exclusive voting rights for matters relating to such
distribution expenditures. Information about the Advisor Class Shares of the
Portfolios is available upon request by contacting the UAM Funds Service Center.
Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Trustees will call a
meeting of shareholders if such a meeting is requested in writing by the holders
of not less than 10% of the outstanding shares of the Fund. The Fund will assist
shareholder communications in such matters to the extent required by the
undertaking.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP is the independent accountant for the Fund.
REPORTS
Shareholders receive unaudited semi-annual financial statements and
audited annual financial statements.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service
Center at the address or telephone number on the cover of this Prospectus.
LITIGATION
The Fund is not involved in any litigation.
No person has been authorized to give any information or to make any represent-
ations not contained in this Prospectus, or in the Fund's Statement of
Additional Information, in connection with the offering made by this Prospectus
and, if given or made, such information or represent-ations must not be relied
upon as having been authorized by the Fund. This Prospectus does not constitute
an offering by the Fund in any jurisdiction in which such offering may not
lawfully be made.
16
<PAGE>
UAM FUNDS - INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
Heitman/PRA Real Estate Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
17
<PAGE>
APPLICATION
INSTITUTIONAL CLASS SHARES
UAM FUNDS
REGULAR MAIL: UAM Funds EXPRESS MAIL: UAM Funds
P.O. Box 2798 73 Tremont Street, 9th Floor
Boston, MA 02208-2798 Boston, MA 02108-3913
FOR HELP WITH THIS APPLICATION, OR FOR MORE
INFORMATION, CALL US TOLL FREE: 1-800-638-7983.
Distributed by UAM Fund Distributors, Inc.
BEFORE YOU COMPLETE THE APPLICATION, PLEASE BE SURE TO READ
THE INSTRUCTIONS ON THE REVERSE SIDE.
-----------------------------------------------------------
- --------------------------------------------------------------------------------
1 YOUR ACCOUNT REGISTRATION (Check one box.)
- --------------------------------------------------------------------------------
[_] Individual or Joint Account
----------------------------------------------------
Owner's Name: First, Initial, Last
- -
------------------------------------
Owner's Social Security Number
----------------------------------------------------
Joint Owner's Name: First, Initial, Last
- -
------------------------------------
Joint Owner's Social Security Number
Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.
[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan
----------------------------------------------------------------
Trustee(s)' Name
----------------------------------------------------------------
Name of Trust Agreement
----------------------------------------------------------------
Beneficiary's Name
-
---------------------- -----------------------
Taxpayer's ID Date of Trust Agreement
[_] Corporation, Partnership or Other Entity
Type: [_] Corp. [_] Partnership [_] Other
-------------------------------------------------------------
Name of Corp. or Other Entity
-
--------------------- [_] Exempt [_] Non-Exempt
Taxpayer ID Number
A Corporate Resolution Form is required.
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------
-------------------------------------------------------------
Street or P.O. Box Number
-------------------------------------------------------------
City State Zip Code
( ) ( )
--------------------------- --------------------------
Daytime Phone Evening Phone
Citizenship: [_] U.S. [_] Resident- [_] Non- ---------------
Alien Resident Specify Country
Alien
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
$
- ----------------------------------------- ---------------------
$
- ----------------------------------------- ---------------------
TOTAL $
---------------------
- --------------------------------------------------------------------------------
4 METHOD OF PAYMENT
- --------------------------------------------------------------------------------
A. [_] Check (payable to UAM Funds) An Account No. will be assigned.
B. [_] This application confirms my prior wire purchase on (date):
-------------
I was assigned the following wire reference control number:
--------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.
- -------------------------------------------------------------------------------
Bank Name
- -------------------------------------------------------------------------------
Bank Address
( )
- ------------------ -----------------------------------------------------------
Account Number Bank Phone
- -------------------------------------------------------------------------------
Name(s) in which Account is Registered
- -------------------------------------------------------------------------------
Bank Transit Routing Number (ABA #)
- -------------------------------------------------------------------------------
7 OPTIONAL INFORMATION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Owner's Occupation Owner's Date of Birth
- -------------------------------------------------------------------------------
Employer's Name
- -------------------------------------------------------------------------------
Employer's Address
- -------------------------------------------------------------------------------
Joint Owner's Occupation Joint Owner's Date of Birth
- -------------------------------------------------------------------------------
Joint Owner's Employer's Name
- -------------------------------------------------------------------------------
Joint Owner's Employer's Address
- -------------------------------------------------------------------------------
8 SIGNATURE(S)
- -------------------------------------------------------------------------------
. I/We have full authority and legal capacity to purchase Fund shares.
. I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.
- -------------------------------------------------------------------------------
UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (II) THE IRS
HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. (CROSS
OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR
TAX RETURN.)
- -------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
- ----------------------------------------- ---------------------
Signature (Owner, Trustee, etc.) Date
- ----------------------------------------- ---------------------
Signature (Joint Owner, Co-trustee, etc.) Date
- -------------------------------------------------------------------------------
9 INTERESTED PARTY/BROKER-DEALER
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name
- -------------------------------------------------------------------------------
Address City State Zip Code
- -------------------------------------------------------------------------------
UAM Funds Service Center
<PAGE>
APPLICATION INSTRUCTIONS
- -------------------------------------------------------------------------------
IF YOU NEED ASSISTANCE, A REPRESENTATIVE OF UAM FUNDS WILL BE PLEASED TO HELP
YOU. OUR TOLL-FREE NUMBER IS 1-800-638-7983.
- -------------------------------------------------------------------------------
NEW ACCOUNT APPLICATION. An account can be registered as only one of the
1 following:
. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.
. a trust Supply the Taxpayer Identification Number of the legal entity
. a corporation, or organization that will report income and/or capital gains.
partnership,
organization,
fiduciary
Please check the box that corresponds with the type of account you are opening
and fill in the required information exactly as you wish it to appear on the
account.
REDEMPTION AUTHORIZATIONS. Corporations, other organizations, trusts and fidu-
ciaries will be required to furnish additional paperwork to authorize redemp-
tions. Call a representative of UAM Funds at 1-800-638-7983 for more informa-
tion.
2 YOUR MAILING ADDRESS. Please be sure to provide us with the address at
which you wish to receive your mail.
3 YOUR INVESTMENT. Please be sure to indicate the total amount invested. For
more than two investments, please attach a separate sheet or an additional
application.
4 ESTABLISHING YOUR ACCOUNT.
A. Section 4A lets you open your account by check. Your check(s) should be
made payable to UAM Funds. Be sure to enclose your check(s) with this ap-
plication.
B. If you are confirming a new Fund purchase previously made by wire, be
sure to fill in Section 4B and provide the wire reference control number
you were assigned at the time of this purchase. A completed application
must follow all wire purchases.
All applications are subject to acceptance by UAM Funds.
5 RECEIVING YOUR DIVIDENDS AND CAPITAL GAINS. Check the distribution option
you prefer. If you do not select an option, all dividends and capital
gains will be reinvested in your account.
6 TELEPHONE REDEMPTION AND EXCHANGE. Telephone redemption proceeds mailed to
a shareholder will be sent only to the address listed on the account. The
Funds' bank wire feature is available for redeeming out of your Fund ac-
count to your bank account. Be sure to check with your bank for proper
wiring instructions. The Funds require the transit/routing number of your
bank or its correspondent if your bank is unable to receive wires direct-
ly. Please complete Section 6 to add the bank wire feature.
Telephone exchanges may be made only if a Fund holds all share certifi-
cates and if the registration of the two accounts will be identical.
7 EMPLOYMENT INFORMATION. It is required by the National Association of Se-
curities Dealers, Inc. to request this information.
8 YOUR SIGNATURE(S). Please be sure to sign this application. If the account
is registered in the name of:
. an individual, the individual should sign
. joint tenants, both should sign
. a trust or other fiduciary, the fiduciary or fiduciaries should sign
(please indicate capacity)
. a corporation or other organization, an officer should sign (please indi-
cate corporate office or title)
9 INTERESTED PARTY/BROKER-DEALER. In addition to the account statement sent
to your registered address, you may also have a monthly consolidated
statement mailed to up to ten (10) interested parties. You may add a sheet
with additional interested party names and addresses. This section should
also be completed if you are investing through a Broker-Dealer.
--IMPORTANT--
REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798
EXPRESS MAIL: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913
MORE QUESTIONS? Call a representative of UAM Funds at 1-800-638-7983.
<PAGE>
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
Investment Adviser
Heitman/PRA Securities Advisors, Inc.
180 North LaSalle Street
Suite 3600
Chicago, IL 60601
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
PROSPECTUS
Date , 1998
18
<PAGE>
[LOGO OF UAM FUNDS APPEARS HERE]
Heitman/PRA Real Estate Portfolio
Advisor Class Shares
PROSPECTUS
__________, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Estimated Fund Expenses............................................. 2
Prospectus Summary.................................................. 4
Risk Factors........................................................ 4
Financial Highlights................................................ 5
Investment Objective................................................ 6
Investment Policies................................................. 6
Other Investment Policies........................................... 6
Investment Limitations.............................................. 8
Purchase of Shares.................................................. 9
Redemption of Shares................................................ 12
Service and Distribution Plans...................................... 13
Shareholder Services................................................ 15
Valuation of Shares................................................. 15
Performance Calculations............................................ 15
Dividends, Capital Gains Distributions and Taxes.................... 16
Investment Adviser.................................................. 17
Administrative Services............................................. 17
Distributor......................................................... 18
Portfolio Transactions.............................................. 18
General Information................................................. 18
</TABLE>
<PAGE>
UAM Funds
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
- --------------------------------------------------------------------------------
HEITMAN/PRA REAL ESTATE PORTFOLIO
Advisor Class Shares
Investment Adviser: Heitman/PRA Securities Advisors, Inc.
- --------------------------------------------------------------------------------
PROSPECTUS - , 1998
UAM Funds Trust (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as
"Portfolios") each of which has different investment objectives and policies.
The Heitman/PRA Real Estate Portfolio currently offers two separate classes of
shares: Institutional Class Shares and Advisor Class Shares. Shares of each
class represent equal, pro rata interests in a Portfolio and accrue dividends in
the same manner except that Advisor Class Shares are offered with a series
change (4.75%) and bear fees payable by the class (at the rate of .50% per
annum) to financial institutions for services they provide to the owners of such
shares. The securities offered in this Prospectus are Advisor Class Shares of
one diversified Portfolio of the Fund managed by Heitman/PRA Securities
Advisors, Inc.
Heitman/PRA Real Estate Portfolio. Heitman/PRA Real Estate Portfolio (the
"Portfolio") seeks high total return consistent with reasonable risk by
investing primarily in equity securities of public companies principally engaged
in the real estate business. Each investment is selected based upon a
determination by the Portfolio's Adviser that the anticipated total return,
considering both income and potential for capital appreciation, is high relative
to the risk assumed.
There can be no assurance the Portfolio will achieve its stated objective.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the
Securities and Exchange Commission and is available at the Commission's internet
web site (http://www.sec.gov). The SAI is dated ____________,1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at the address or telephone number above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
ESTIMATED FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Advisor Class Shares would incur. Transaction fees may be charged if
a broker-dealer or other financial intermediary deals with the Portfolio on your
behalf. (See "PURCHASE OF SHARES.")
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
Heitman/PRA
Real Estate
Portfolio
Advisor
Class Shares
-------------
<S> <C>
Sales Load Imposed on Purchases.............................................. 4.75%
Sales Load Imposed on Reinvested Dividends................................... NONE
Deferred Sales Load.......................................................... NONE
Redemption Fees.............................................................. NONE
Exchange Fees................................................................ NONE
</TABLE>
Annual Fund Operating Expenses
(As a Percentage of Average Net Assets)
<TABLE>
<CAPTION>
Heitman/PRA
Real Estate
Portfolio
Advisor
Class Shares
-------------
<S> <C>
Investment Advisory Fees..................................................... 0.70%+
Administrative Fees.......................................................... 0.16%
12b-1 Fees (Including Shareholder Servicing Fees)++.......................... 0.50%
Other Expenses............................................................... 0.09%
------
Total Operating Expenses:.................................................... 1.45%
======
</TABLE>
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee calculated
daily and paid monthly in arrears, at the annual rate of 0.75% of the
Portfolio's first $100 million of average daily net assets plus 0.65% of the
average daily net assets of the Portfolio in excess of $100 million. The
Adviser has agreed that if the total expenses of the Portfolio (exclusive of
interest, taxes, brokerage expenses and extraordinary items) for any fiscal
year of the Portfolio exceed (i) 1.75% of the first $50 million of the
Portfolio's average net assets, and (ii) 1.50% of the Portfolio's average net
assets in excess of $50 million, the Adviser will pay or reimburse the
Portfolio for that excess up to the amount of its advisory fee payable with
respect to the Portfolio during that fiscal year. The fee paid by the
Portfolio, although higher than the investment advisory fees paid by most
other mutual funds, is comparable to the fees paid for similar services by
many funds with similar investment objectives and policies.
++ The Advisor Class Shares may bear service fees of 0.25% and distribution fees
and expenses of up to 0.25%. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by rules
of the National Association of Securities Dealers, Inc. (See "SERVICE AND
DISTRIBUTION PLANS.")
The above table shows various fees and expenses an investor would bear
directly or indirectly. The expenses and fees set forth above for the Portfolio
are based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will be
approximately $80 million. The effect of expense offsets on Total Operating
Expenses is excluded. Additional information concerning the Advisor Class Shares
may be obtained by calling toll free 1-800-888-REIT.
The following example illustrates expenses a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return, (2) a 4.75% initial sales charge and (3) redemption at the end of each
time period. The Portfolio charges no redemption fees of any kind.
2
<PAGE>
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman/PRA Real Estate Portfolio Advisor Class Shares.......... $62 $91 $123 $214
</TABLE>
This example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than those
shown.
Note to Expense Table
The information set forth in the table and example above relates only to
Advisor Class Shares of the Portfolio. Advisor Class Shares are subject to
different total fees and expenses than Institutional Class Shares. Service
Agents may charge other fees to their customers who are beneficial owners of
Advisor Class Shares in connection with their customer accounts. (See "SERVICE
AND DISTRIBUTION PLANS.")
3
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a wholly-owned
subsidiary of Heitman Financial Ltd. ("Heitman") which is a wholly-owned
subsidiary of United Asset Management Corporation. Established in 1913, Heitman
is one of the nation's largest institutional real estate advisers with over
[870] real estate professionals in [92] offices throughout the United States,
currently managing $[10.2] billion in real estate.
PURCHASE OF SHARES
Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") to investors at net asset value with a sales charge. Share
purchases may be made by sending investments directly to the Fund. The minimum
initial investment is $5,000. The minimum for subsequent investments is $[100].
The minimum initial investment for IRA accounts is $[500]. The minimum initial
investment for spousal IRA accounts is $[250]. Certain exceptions to the initial
or minimum investment amounts may be made by the officers of the Fund. (See
"PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net
investment income in quarterly dividends. The Portfolio will distribute any
realized net capital gains annually. Distributions will be reinvested in
Portfolio shares automatically unless an investor elects to receive cash
distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
REDEMPTIONS AND EXCHANGES
Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemption
request. The redemption price may be more or less than the purchase price.
(See "REDEMPTION OF SHARES.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United
Asset Management Corporation, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios by third-party service
providers. (See "ADMINISTRATIVE SERVICES.")
RISK FACTORS
The value of a Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and prospects
of the issuers in which a Portfolio invests. Prospective investors should
consider the following: (1) The Portfolio will not trade for short-term profits,
but when circumstances warrant, investments may be sold without regard to the
length of time held. High rates of portfolio turnover may result in additional
transaction costs and the realization of capital gains. (See "PORTFOLIO
TURNOVER."); (2) In addition, the Portfolio may use various investment
practices, including investing in repurchase agreements and lending of
securities. (See "OTHER INVESTMENT POLICIES."); (3) Under normal circumstances,
at least 65% of the Portfolio's assets will be invested in the equity securities
of companies principally engaged in the real estate industry. Because the
Portfolio will be concentrated in this industry, the Portfolio may be subject to
the risks associated with the direct ownership of real estate. For example,
real estate values may fluctuate as a result of general and local economic
conditions, overbuilding and increased competition, increases in property taxes
and operating expenses, changes in zoning laws, casualty or condemnation losses,
regulatory limitations on rents, changes in neighborhood values, changes in the
appeal of properties to tenants, and increases in interest rates. The value of
securities of companies which service the real estate business sector may also
be affected by such risks. Thus, the value of the Portfolio's shares may change
at different rates compared to the value of shares of a mutual fund with
investments in many industries. Because the Portfolio may invest a substantial
portion of its assets in Real Estate Investment Trusts ("REITs"), the Portfolio
may also be subject to certain risks associated with direct investments in
REITs. REITs may be affected by changes in the value of their underlying
properties and by defaults by borrowers or tenants. Furthermore, REITs are
dependent upon specialized management skills, have limited diversification and
are, therefore, subject to risks inherent in financing a limited number of
projects. REITs depend generally on their ability to generate cash flow to make
distributions to shareholders, and certain REITs have self-liquidation
provisions by which mortgages held may be paid in full and distributions of
capital returns may be made at any time. In addition, the performance of a REIT
may be affected by its failure to qualify for tax-free pass-through of income
under the Internal Revenue Code of 1986, as amended (the "Code") or its failure
to maintain exemption from registration under the Investment Company Act of 1940
(the "1940 Act"). (See "REAL ESTATE INVESTMENT TRUSTS.")
4
<PAGE>
FINANCIAL HIGHLIGHTS
Advisor Class Shares
Prior to March __, 1998, the Portfolio operated as a series of Heitman
Securities Trust and operated under the name Heitman Real Estate Fund. On March
__, 1998, after approval by its shareholders, the Heitman Real Estate Fund was
reorganized as part of the UAM Funds Trust and renamed the Heitman/PRA Real
Estate Portfolio.
The following table provides selected per share information for a share
outstanding throughout the period presented for the Heitman/PRA Real Estate
Portfolio's Advisor Class Shares. This table is part of the Portfolio's
Financial Statements, which are included in the Portfolio's 1996 Annual Report
to Shareholders and 1997 Semi-Annual Report to Shareholders. The Annual and
Semi-Annual Reports are incorporated by reference into the Portfolio's SAI. The
Portfolio's Financial Statements for the year ended December 31, 1996 have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also incorporated by reference into the SAI. The Portfolio's
Financial Statements for the period ended June 30, 1997 are unaudited. The
Financial Statements for the period prior to January 1, 1996 have been audited
by Arthur Andersen LLP. Please read the following information in conjunction
with the Portfolio's 1996 Annual Report to Shareholders and 1997 Semi-Annual
Report to Shareholders.
Advisor Class Shares
--------------------
<TABLE>
<CAPTION>
For the six-month period For the Fiscal For the Period May 15, 1995
ended June 30, 1997 Year Ended (Commencement of Operations)
(Unaudited) December 31, 1996 through December 31, 1995
----------- ----------------- ----------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning
of Period................................ $ 10.98 $ 8.67 $ 8.00
-------- ------- --------
Income from Investment
Operations
Net investment income /a/................ 0.14 0.31 0.23
Net realized and unrealized gain
on investments.......................... 0.52 2.84 0.80
-------- ------- --------
Total from investment operations....... 0.66 3.15 1.03
-------- ------- --------
Distributions
From net investment
income /a/.............................. (0.14) (0.31) (0.23)
In excess of net investment income....... (0.05) (0.12) 0.00
From net realized gain on investments.... 0.00 (0.41) 0.00
From tax return of capital /b/.......... 0.00 0.00 (0.13)
-------- ------- --------
Total distributions.................... (0.19) (0.84) (0.36)
-------- ------- --------
Net Asset Value, End of
Period................................... $ 11.45 $ 10.98 $ 8.67
======== ======= ========
Total Return/ c/.......................... 6.07% 37.44% 13.19%
Ratios/Supplemental Data
Net assets, end of period (in 000's)..... $ 73,355 $79,805 $ 5,520
Ratio of expenses to average net assets.. 1.58%* 1.73% 1.99%*/d/
Ratio of net investment income to
average net assets /a/.................. 2.55%* 3.91% 4.27%*/d/
Portfolio Turnover....................... 83.41%* 59.88% 65.33%*
Average commission rate paid /e/......... $ 0.0409 $0.0504 --
- ------------------
</TABLE>
* Annualized.
+ Commencement of Operations.
a Distributions from REIT investments generally include a return of capital,
which the Fund records as a reduction in the cost basis of its investments.
b Historically, the Fund has distributed to its shareholders amounts
approximating dividends received from the REITs. Such distributions may
include a portion which may be a return of capital.
c This result does not include the sales charge. If the charge had been
included, the return would have been lower. The total return figure for the
fiscal periods ended June 30, 1997 and December 31, 1995 have not been
annualized.
d During 1995, the Advisor has agreed to reimburse a portion of the Advisor
Shares' expenses. Without reimbursement, the expense ratio would have been
5.34% and the ratio of net investment income to average net assets would have
been 0.92%.
e Required disclosure for fiscal years beginning after September 1, 1995
pursuant to SEC regulations.
5
<PAGE>
INVESTMENT OBJECTIVE
The Portfolio's investment objective is to obtain high total return
consistent with reasonable risk by investing primarily in equity securities of
public companies principally engaged in the real estate business. Each
investment will be selected based upon a determination by the Adviser that the
anticipated total return, considering both income and potential for capital
appreciation, is high relative to the risk assumed. There can be no assurance
that the Portfolio will achieve its objective and the Portfolio may not achieve
as high a total return as other investment companies that invest in a broader
universe of securities. The Portfolio's investment objective is a fundamental
policy and may be changed only by the affirmative vote of the holders of a
majority of the Portfolio's shares.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing in equity
securities of public companies principally engaged in the real estate business.
A company is "principally engaged" in the real estate business if at least 50%
of the fair market value of its assets, as determined by the Adviser, consists
of interests in, or at least 50% of its gross income or net profits are derived
from the ownership, construction, management, financing or sale of, residential,
commercial, or industrial real estate. Equity securities in which the Portfolio
may invest are limited to common and preferred stocks, convertible bonds and
convertible preferred stocks and warrants. All equity securities in which the
Portfolio invests will be listed on a U.S. national securities exchange or
traded in the over-the-counter market.
Total return is composed of current income and capital appreciation. Under
normal circumstances, the Portfolio will seek to maintain a balanced portfolio
of securities which are income producing and securities which offer potential
for capital appreciation.
Under normal conditions, at least 65% of the Portfolio's total assets will
be invested in the equity securities of companies, a majority of whose assets
are represented by the ownership of real property, including leasehold
interests. Such companies may include equity, mortgage and hybrid REITs and
other companies with substantial real estate holdings. Although not an
investment policy of the Portfolio, it is anticipated that under normal
circumstances approximately 60% to 90% of the Portfolio's total assets will be
invested in REITs and that a majority of the Portfolio's REIT investments will
consist of equity securities of equity and hybrid REITs.
The Portfolio may invest up to 35% of its total assets in equity securities
of companies not principally engaged in the real estate business (as defined
above) but nonetheless engaged in businesses related thereto. These companies
may include manufacturers and distributors of building supplies, financial
institutions which make or service mortgages, and companies whose real estate
assets are substantial relative to the companies' stock market valuations, such
as retailers, railroads and paper and forest products companies.
When the Adviser believes that market conditions warrant a defensive
position, up to 100% of the Portfolio's assets may be held in cash and short-
term investments. See "SHORT-TERM INVESTMENTS AND REPURCHASE AGREEMENTS" below
for a description of the types of short-term instruments in which the Portfolio
may invest for temporary defensive purposes. When the Portfolio is in a
defensive position, it may not necessarily be pursuing its stated investment
objective.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S. Government
obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by Standard & Poor's
Corporation or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, if
unrated, determined by the Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange
Commission (the ''SEC'') to deposit the daily uninvested cash balances of the
Fund's Portfolios, as well as cash for investment purposes, into one or more
joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and tax-exempt money
instruments. By entering into these investments on a joint basis, it is expected
that a Portfolio may earn a higher rate of return on investments relative to
what it could earn individually.
6
<PAGE>
The Fund has received permission from the SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the Fund's DSI Money Market Portfolio. (See "INVESTMENT
COMPANIES.")
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits to
sell that security back at an agreed upon price plus an agreed upon market rate
of interest. Under a repurchase agreement, the seller is required to maintain
the value of securities subject to the agreement at not less than 100% of the
repurchase price. The value of the securities will be evaluated daily, and the
Adviser will, if necessary, require the seller to maintain additional securities
to ensure that the value is in compliance with the previous sentence. The use of
repurchase agreements involves certain risks. For example, a default by the
seller of the agreement may cause a Portfolio to experience a loss or delay in
the liquidation of the collateral securing the repurchase agreement. The
Portfolio might also incur disposition costs in liquidating the collateral.
While the Fund's management acknowledges these risks, it is expected that they
can be controlled through stringent security selection criteria and careful
monitoring procedures. The Fund has received permission from the SEC to pool
daily uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into joint repurchase
agreements, a Portfolio may incur lower transaction costs and earn higher rates
of interest on joint repurchase agreements. Each Portfolio's contribution would
determine its return from a joint repurchase agreement. (See "SHORT-TERM
INVESTMENTS.")
LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities to
the extent that greater than one-third of its assets at fair market value would
be committed to loans. During the term of a loan, the Portfolio is subject to a
gain or loss depending on any increase or decrease in the market price of the
securities loaned. Lending of securities is subject to review by the Fund's
Board of Trustees. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions about securities lending.
An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Trustees. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.
PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation). The Portfolio will not normally engage
in short-term trading, but reserves the right to do so. The table set forth in
"Financial Highlights" presents the Portfolio's historical portfolio turnover
ratios.
INVESTMENT COMPANIES
The Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end investment companies. No more than 5% of the investing Portfolio's
total assets may be invested in the securities of any one investment company nor
may it acquire more than 3% of the voting securities of any other investment
company. The Portfolio will indirectly bear its proportionate share of any
management fees paid by an investment company in which it invests in addition to
the advisory fee paid by the Portfolio.
The Fund has received permission from the SEC to allow each of its
Portfolios to invest, for cash management purposes, the greater of 5% of its
total assets or $2.5 million in the Fund's DSI Money Market Portfolio provided
that the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advisory
fee and any other fees earned as a result of the Portfolio's investment in the
DSI Money Market Portfolio. The investing Portfolio will bear expenses of the
DSI Money Market Portfolio on the same basis as all of its other shareholders.
COMPANIES WITH LIMITED OPERATING HISTORIES
The Portfolio may include securities of companies which have limited
operating histories and may not yet be profitable. The investments in such
companies offer opportunities for capital gains, but entail significant risks
including, but not limited to, the volatility of the stock price and the
viability of the firms' operations. The Portfolio will not invest in companies
which together with predecessors have operating histories of less than three (3)
years if immediately thereafter and as a result of such investment the value of
the Portfolio's holdings of such securities (other than securities of REITs)
exceeds 5% of the value of the Portfolio's total assets. Although not an
investment policy of the Portfolio, it is anticipated that under normal
circumstances, approximately 10% to 15% of the REITs in which the Portfolio
invests will have operating histories of less than three years.
7
<PAGE>
RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Trustees, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these
securities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.
REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Code. The Code
permits a qualifying REIT to deduct the dividends paid, thereby effectively
eliminating corporate level federal income tax and making the REIT a pass-
through vehicle for federal income tax purposes. To meet the definitional
requirements of the Code, a REIT must, among other things: invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs), cash and government securities; derive most of its income from rents
from real property or interest on loans secured by mortgages on real property;
and distribute annually 95% or more of its otherwise taxable income to
shareholders.
REITs are sometimes informally characterized as equity REITs, mortgage
REITs and hybrid REITs. An equity REIT invests primarily in the fee ownership
or leasehold ownership of land and buildings; a mortgage REIT invests primarily
in mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is
anticipated that under normal circumstances, approximately 10% to 15% of the
REITs in which the Portfolio invests will have operating histories of less than
three years.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the U.S. Government or any of its agencies or
instrumentalities);
(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;
(c) invest more than 5% of its assets at the time of purchase in the
securities of companies (other than securities of REITs) that have
(with predecessors) a continuous operating history of less than 3
years;
(d) make loans except by purchasing debt securities in accordance with its
investment objective and policies or entering into repurchase
agreements or by lending its portfolio securities to banks, brokers,
dealers and other financial institutions so long as the loans are made
in compliance with the 1940 Act, as amended, or the Rules and
Regulations or interpretations of the SEC;
(e) (i) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess
of 33% of the Portfolio's total assets valued at the lower of market
or cost, and (ii) a Portfolio may not purchase additional securities
when borrowings exceed 5% of total assets; or
(f) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.
The Portfolio's investment objective and investment limitations (a), (b),
(d), and (e)(i) listed above are fundamental policies and may be changed only
with the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. The other investment limitations described here and
those not specified as fundamental in the SAI as well as the Portfolio's
investment policies are
8
<PAGE>
not fundamental and the Fund's Board of Directors may change them without
shareholder approval upon reasonable notice to investors.
PURCHASE OF SHARES
Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") with a sales charge at the net asset value per share next
determined after an order is received by the Fund and payment is received by the
Custodian. (See "SERVICE AND DISTRIBUTION PLANS" and "VALUATION OF SHARES.") The
minimum initial investment required is $5,000. The minimum initial investment
for IRA accounts is $[500]. The minimum initial investment for spousal IRA
accounts is $[250]. Certain exceptions may be made by the Distributor of the
Fund when it is in the best interest of the Portfolio.
The Portfolio issues two classes of shares: Institutional Class and Advisor
Class Shares. The two classes of shares each represent interests in the same
portfolio of investments, have the same rights and are identical in all
respects, except that the Advisor Class Shares offered by this Prospectus impose
a sales charge on purchases, bear shareholder servicing expenses and
distribution plan expenses, and have exclusive voting rights with respect to the
Rule 12b-1 Distribution Plan pursuant to which the distribution fee may be paid.
The two classes have different exchange privileges. (See "SHAREHOLDER SERVICES -
EXCHANGE PRIVILEGE") The net income attributable to Advisor Class Shares and
the dividends payable on Advisor Class Shares will be reduced by the amount of
the shareholder servicing and distribution fees; accordingly, the net asset
value of the Advisor Class Shares will be reduced by such amount to the extent
the Portfolio has undistributed net income.
Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans, which may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent and, would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. The Service
Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. Each Service Agent is
responsible for transmitting to its customers a schedule of any such fees and
information regarding any additional or different conditions regarding purchases
and redemptions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. A
salesperson and any other person entitled to receive compensation for selling or
servicing Portfolio shares may receive different compensation with respect to
one particular class of shares over another in the Fund.
Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of a Portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the New
York Stock Exchange ("NYSE"), and transmit it to the Fund's Sub-Transfer Agent
prior to the close of their business day to receive that day's share price.
Proper payment for the order must be received by the Sub-Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers and the Fund for timely
transmission of all subscription and redemption requests, investment
information, documentation and money.
INITIAL INVESTMENTS
BY MAIL
. Complete and sign an Account Registration Form and mail it together with
a check made payable to UAM Funds to:
UAM Funds Trust
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
Payment for purchases of shares received by mail will be credited to an
account at the next share price calculated for the Portfolio after receipt.
Payment does not need to be converted into Federal Funds (monies credited to the
Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will accept it
for investment.
BY WIRE
. Telephone the UAM Funds Service Center and provide the account name,
address, telephone number, social security or taxpayer identification
number, Portfolio selected, amount being wired and the name of the bank
wiring the funds. An account number will then be provided to you. Next,
9
<PAGE>
. instruct your bank to wire the specified amount to the Fund's Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name _______________
Your Account Number _______________
Your Account Name _______________
Wire Control Number _______________
. Forward a completed Account Registration Form to the Fund at the address
shown on the form. Federal Funds purchases will be accepted only on a
day on which both the NYSE and the Custodian Bank are open for business.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional
investment is $[100]. Shares can be purchased at net asset value by mailing a
check made payable to "UAM Funds" to the above address or by wiring money to the
Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name and the Portfolio to
be purchased are identified on the check or wire. Prior to wiring additional
investments, notify the UAM Funds Service Center by calling the number on the
cover of this Prospectus. Mail orders should include, when possible, the "Invest
by Mail" stub which accompanies any Fund confirmation statement.
OTHER PURCHASE INFORMATION
Investments received by 4 p.m. ET (the close of the NYSE) will be invested
at the share price calculated after the NYSE closes on that day. Investments
received after the close of the NYSE will be executed at the price computed on
the next day the NYSE is open. The Fund and the Distributor each reserves the
right, in its sole discretion, to suspend the offering of shares of the
Portfolio or to reject purchase orders when, in the judgment of management, such
suspension or rejection is in the best interests of the Fund. Purchases of a
Portfolio's shares will be made in full and fractional shares of the Portfolio
calculated to three decimal places. Certificates for fractional shares will not
be issued. Certificates for whole shares will not be issued except at the
written request of the shareholder.
IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as described
in this Prospectus. Securities to be exchanged which are accepted by the Fund
will be valued as described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a Portfolio
in exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights pertaining
to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer. Securities
acquired through an in-kind purchase will be acquired for investment and not for
immediate resale.
The Fund will not accept securities in exchange for shares of a Portfolio
unless:
. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);
. the investor represents and agrees that all securities offered to be
exchanged are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or
otherwise; and
. the value of any such securities (except U.S. Government securities)
being exchanged together with other securities of the same issuer owned
by the Portfolio will not exceed 5% of the net assets of the Portfolio
immediately after the transaction.
Investors who are subject to Federal taxation upon exchange may realize a
gain or loss for Federal income tax purposes depending upon the cost of
securities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.
10
<PAGE>
FEES AND CHARGES
Sales Charges. Except as described under "Special Programs," the purchase
price of an Advisor Class Share of the Fund is the Fund's per share net asset
value after the purchase order is duly received, as defined herein, plus a sales
charge that varies depending on the dollar amount of the shares purchased as set
forth below. A major portion of this sales charge is reallowed by the
Distributor to the Authorized Broker responsible for the sale.
<TABLE>
<CAPTION>
Dollar Amount Sales Charge Paid Sales Charge Paid Dealer
of Purchase by Investors As % by Investor As % Concession As %
Transaction of Purchase Price of Net Asset Value of Purchase Price
----------- ----------------- ------------------ -----------------
<S> <C> <C> <C>
Less than $100,000 4.75 4.99 4.00
$100,000 or above but less than $250,000 4.00 4.17 3.50
$250,000 or above but less than $500,000 3.00 3.09 2.50
$500,000 or above but less than $1 million 2.00 2.04 1.75
$1 million and above 1.00 1.01 .75
</TABLE>
The reduced charges described above are applicable to purchases of
$[100,000] or more made at any one time by groups of "related investors" such as
immediate family members. See the SAI for more complete information concerning
related investors.
At the discretion of the Distributor, the entire sales charge may at times
be reallowed to dealers. During periods when 90% or more of the sales charge is
reallowed, such dealers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933. The Distributor, at their expense, may also
provide additional compensation to dealers in connection with sales of Advisor
Class Shares of the Fund. Compensation may include financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising, sales campaigns and/or
shareholder services and programs regarding the Fund and other dealer-sponsored
programs or events. In some instances, this compensation may be made available
only to certain dealers whose representatives have sold or are expected to sell
significant amounts of such Advisor Class Shares. Compensation may include
payment for travel expenses, including lodging, incurred in connection with
trips taken by invited registered representatives and members of their families
to locations within or outside of the United States for meetings or seminars of
a business nature. Details relating to any special reallowance or compensation
arrangements between the Distributor and any broker or dealer are set forth in
the SAI. Dealers may not use sales of the Fund's shares to qualify for this
compensation to the extent prohibited by the laws of any state or any self-
regulatory agency, such as the National Association of Securities Dealers, Inc.
None of the aforementioned additional compensation is paid for by the Fund or
its shareholders.
Letter of Intent. Shareholders may purchase shares of the Fund at reduced
sales charges by executing a Letter of Intent to purchase no less than an
aggregate of $100,000 of shares of the Fund within a 13-month period. The
investor will be charged the sales charge applicable to each purchase made
pursuant to a Letter of Intent as if the total dollar amount set forth in the
Letter of Intent were being bought in a single transaction. Purchases made
within a 90-day period prior to the execution of a Letter of Intent may be
included therein; in such case the date of the earliest of such purchases marks
the commencement of the 13-month period.
An investor may include toward completion of a Letter of Intent the
current value of all of the investor's shares of the Fund held of record as of
the date of the Letter of Intent, plus the current value as of such date of all
of such shares held by any "related person" as eligible to join with the
investor in a single purchase.
A Letter of Intent does not bind the investor to purchase the specified
amount. Shares equivalent to 2% of the specified amount will, however, be taken
from the initial purchase (or, if necessary, subsequent purchases) and held in
escrow in the investor's account as collateral against the higher sales charge
which would apply if the total purchase is not completed within the allotted
time. The escrowed shares will be released when the aggregate purchase
specified under the Letter of Intent is completed, or if it is not completed,
when the balance of the higher sales charge is, upon notice, remitted by the
investor. All dividends and capital gains distributions with respect to the
escrowed shares will be credited to the investor's account.
SPECIAL PROGRAMS
Purchases by Non-U.S. Investors Residing in Japan Only. Advisor Class
Shares are being made available to selected non-U.S. investors residing in Japan
through The Nomura Securities Co., Ltd. ("Nomura"), acting as a sub-distributor
for the Distributor. All purchases by such investors, regardless of the amount,
are subject to a sales charge of 4.00% of the net asset value of the shares
purchased (approximately 3.85% of the purchase price), all of which will be
reallowed by the Distributor to Nomura. In addition, the
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Distributor has agreed to pay Nomura .25 of 1% of the net asset value of the
Fund represented by Advisor Class Shares sold through Nomura for distribution
services provided to the Fund, and the Fund has agreed to pay Nomura Securities
International, Inc. ("NSI") .25 of 1% of the net asset value of the Advisor
Class Shares sold through Nomura for shareholder services provided by NSI or its
delegate.
Advisor Class Shares sold in Japan will be sold only to residents of Japan
in one or more private placements under Japanese law. In accordance with
Japanese securities laws, such shares may not be transferred without the consent
of a majority of the Trustees, which consent will not be granted if, as a result
of such transfer, there would be fifty or more shareholders of the Advisor Class
(including the underlying beneficial owners) who are residents of Japan. These
transfer restrictions will not affect a shareholder's redemption rights as
described in the Prospectus.
Dividends and distributions on shares of the Fund held by non-U.S.
investors residing in Japan will be subject to U.S. tax withholding
requirements. All distributions, other than distributions of capital gains,
will be subject to a U.S. withholding tax at the rate of 15% under the
applicable tax treaty between the United States and Japan. Japanese residents
may be able to obtain a refund of such tax payments to the extent such
distributions are ultimately determined to constitute a return of capital for
tax purposes. Japanese residents purchasing Advisor Class Shares should also
consult their tax advisers about any taxes under the laws of Japan or other
applicable foreign jurisdictions that may apply to payments received from the
Fund.
MARKETING SERVICES AGREEMENT
The Adviser and ACG have entered into a marketing services agreement with
respect to the sale of Advisor Class Shares and certain Institutional Class
Shares. Under the marketing services agreement, the Adviser will pay ACG
additional compensation in the amount of .15 of 1% of the net asset value of the
Fund represented by the Advisor Class Shares with the exception of Advisor Class
Shares sold through Nomura. The Adviser has also agreed to pay ACG .10% of 1%
of the net asset value of Advisor Class Shares held in omnibus shareholder
accounts maintained by certain Service Agents. In addition, the Adviser has
agreed to make certain continuing payments to ACG in the event that the
marketing services agreement is terminated (as long as ACG remains registered as
a broker/dealer) or if the fees payable to ACG as distributor of the Advisor
Class Shares are reduced. However, if the Adviser terminates the agreement for
"cause" or if ACG terminates its distribution agreement with the Trust, ACG is
not entitled to such continuing payments. Finally, the agreement provides that
ACG will not serve as a distributor of any other open-end registered investment
company that invests primarily in shares of REITs (subject to a limited
exception) and that the Adviser will not offer, sponsor, advise or otherwise
promote any open-end registered investment company for which ACG is not the
distributor, subject to certain exceptions.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of the Portfolio with a
minimum value of $[2,500] or more to purchase shares automatically (minimum of
$[100] per transaction) at regular intervals selected by the shareholder.
Provided the shareholder's bank or other financial institution allows automatic
withdrawals, shares are purchased by transferring funds via the Automated
Clearing House ("ACH"). Investments made through ACH will be automatically
transferred from a shareholder's checking, bank money market or NOW account
designated by the shareholder. Such withdrawals are made electronically, if the
shareholder's bank or financial institution so permits, or by pre-authorized
checks or drafts drawn on the shareholder's bank or other account. The bank or
financial institution must be a member of ACH. At the shareholder's option, the
account designated will be debited in the specified amount, and shares will be
purchased monthly or quarterly.
To establish an Automatic Investment Plan, a shareholder must complete the
Optional Services Form available from the UAM Funds Service Center at 1-800-638-
7983 and mail it to Chase Global Funds Services Company. A shareholder may
cancel his/her participation or change the amount of purchase at any time by
mailing written notification to Chase Global Funds Services Company, P.O. Box
2798, Boston, MA 02208-2798 and notification generally will be effective three
business days following receipt. The Fund may modify or terminate this privilege
at any time, or may charge a service fee, although no such fee currently is
contemplated.
REDEMPTION OF SHARES
Shares of the Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any
redemption may be more or less than the purchase price of the shares depending
on the market value of investment securities held by the Portfolio.
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<PAGE>
BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests
to redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pension
and profit sharing plans and other organizations.
BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Account
Registration Form; and
. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); or
. redemption of certificated shares by telephone.
The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may be
liable for any losses if they fail to do so. These procedures include requiring
the investor to provide certain personal identification at the time an account
is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded and
investors may be required to provide additional telecopied written instructions
of such transaction requests. The Fund or Sub-Transfer Agent may be liable for
any losses due to unauthorized or fraudulent telephone instructions if the Fund
or the Sub-Transfer Agent do not employ the procedures described above. Neither
the Fund nor the Sub-Transfer Agent will be responsible for any loss, liability,
cost or expense for following instructions received by telephone that it
reasonably believes to be genuine.
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other than
the registered address; or
. share transfer requests.
Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. 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.
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<PAGE>
OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of and no more than seven days after the
receipt of the request, or earlier if required under applicable law. The Fund
may suspend the right of redemption or postpone the date at times when both the
NYSE and Custodian Bank are closed, or under any emergency circumstances
determined by the SEC.
If the Board of Trustees determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash in
conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemptions.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder whose account balance totals at least $[10,000] may
establish a Systematic Withdrawal Plan under which an amount pre-determined by
the shareholder (but at least $[100]) is automatically redeemed from the
shareholder's account either monthly or quarterly. A shareholder may
participate in the Systematic Withdrawal Plan by using ACH. Redemptions made
through ACH will be automatically transferred to the shareholder's bank or other
similar financial institution account or a properly designated third party. The
bank or financial institution must be a member of ACH. Redemptions ordinarily
are made on the third business day of the month and payments ordinarily will be
transmitted within five business days after the redemption date. Because the
prices of Fund shares fluctuate, the number of shares redeemed to finance
systematic withdrawal payments of a given amount will vary from payment to
payment. If a shareholder owns shares in more than one Portfolio, the
shareholder must designate the Portfolio from which the redemptions under a
Systematic Withdrawal Plan should be made. An additional sheet may be attached
to the Optional Services Form if a shareholder selects more than one Portfolio.
A Systematic Withdrawal Plan may be terminated or suspended at any time by the
Fund. A shareholder may elect at any time, in writing, to terminate
participation in the Systematic Withdrawal Plan. Such written election must be
sent to and received by the Fund before a termination becomes effective. There
is currently no charge to the shareholder for a Systematic Withdrawal Plan.
SERVICE AND DISTRIBUTION PLANS
Under the Service Plan for Advisor Class Shares, adopted pursuant to Rule
12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Agents (broker-dealers or other financial institutions) who receive fees
with respect to the Fund's Advisor Class Shares owned by shareholders for whom
the Service Agent is the dealer or holder of record, or for whom the Service
Agent performs Servicing, as defined below. These fees are paid out of the
assets allocable to Advisor Class Shares to the Distributor or to the Service
Agents directly or through the Distributor. The Fund reimburses the Distributor
or the Service Agent for payments made at an annual rate of up to 0.25% of the
average daily value of Advisor Class Shares owned by clients of the Service
Agent during the period payments for Servicing are being made to it. Such
payments are borne exclusively by the Advisor Class Shares. Each item for which
a payment may be made under the Service Plan constitutes personal service and/or
shareholder account maintenance and may constitute an expense of distributing
Fund shares as the SEC construes such term under Rule 12b-1. The fees payable
for Servicing reflect actual expenses up to the limits described herein.
Servicing may include assisting clients in changing dividend options,
account designations and addresses; performing subaccounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; investing client cash account balances automatically in Advisor
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Agent; arranging for bank
wires; and such other services as the Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or regulation.
The Glass-Steagall Act and other applicable laws prohibit federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks are engaged to act as Service Agent only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank is prohibited from acting as a service agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of the bank will remain Fund shareholders.
The Distributor promotes the distribution of the Advisor Class Shares in
accordance with the terms of a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan provides for the use of Fund assets
allocable to Advisor Class Shares to pay expenses of distributing such shares.
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<PAGE>
The Distribution Plan and Service Plan (the ''Plans'') were approved by the
Board, including a majority of the Trustees who are not ''interested persons''
of the Fund as defined in the 1940 Act (and each of whom has no direct or
indirect financial interest in the Plans or any agreement related thereto,
referred to herein as the ''12b-1 Trustees''). The Plans may be terminated at
any time by the vote of the Board or the 12b-1 Trustees, or by the vote of a
majority of the outstanding Advisor Class Shares of the Portfolio involved.
While the Plans continue in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed in the aggregate 0.75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to 0.50% per annum of a Portfolio's net assets. Under the Plans, as implemented
for the Portfolio's Advisor Class Shares, Distribution Plan expenses may be no
more than 0.25% and Service Plan expenses may be no more than 0.25%, although
the maximum limit may be paid following appropriate Board approval. The
Distribution Plan would permit payments to the Distributor, broker-dealers,
other financial institutions, sales representatives or other third parties who
render promotional and distribution services, for items such as advertising
expenses, selling expenses, commissions or travel reasonably intended to result
in sales of Advisor Class Shares and for the printing of prospectuses sent to
prospective purchasers of Advisor Class Shares of the Portfolio.
Although the Plans may be amended by the Board of Trustees, any changes in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the Class involved. The
total amounts paid under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Trustees quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolios are also limited
under certain rules of the National Association of Securities Dealers, Inc.
In addition to payments by the Fund under the Plans, the Distributor,
United Asset Management Corporation, the parent company of UAMFSI, and of the
Adviser or any of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the Fund, a Portfolio or
any Class of Shares of a Portfolio. The person making such payments may do so
out of its revenues, its profits or any other source available to it. Such
service arrangements, when in effect, are made generally available to all
qualified service providers. The Adviser may compensate its affiliated companies
for referring investors to the Portfolio.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Advisor Class Shares of the Portfolio may be exchanged for Advisor Class
Shares of any other UAM Funds Portfolio to the extent any are created in the
future. Exchange requests should be made by contacting the UAM Funds Service
Center.
Any exchange will be based on the net asset value of the shares involved.
There is sales charge. Before making an exchange into a Portfolio, a shareholder
should read its Prospectus and consider the investment objectives of the
Portfolio to be purchased. Call the UAM Funds Service Center for a copy of the
Prospectus for the Portfolio(s) in which you are interested. Exchanges can only
be made with Portfolios that are qualified for sale in a shareholder's state of
residence.
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 have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to 4 p.m.
(ET) will be processed as of the close of business on the same day. Requests
received after 4 p.m. will be processed on the next business day. The Board of
Trustees may limit the frequency and amount of exchanges permitted. For
additional information regarding responsibility for the authenticity of
telephoned instructions, see "REDEMPTION OF SHARES - BY TELEPHONE". An exchange
into another UAM Funds portfolio is a sale of shares and may result in a gain or
loss for income tax purposes. The Fund may modify or terminate the exchange
privilege at any time.
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<PAGE>
VALUATION OF SHARES
The net asset value of the Portfolio is determined by dividing the value of
the Portfolio's assets attributable to the class, less any liabilities
attributable to the class, by the number of shares outstanding attributable to
the class. The net asset value per share of the Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed securities
not traded on the valuation date for which market quotations are readily
available are valued neither exceeding the current asked prices nor less than
the current bid prices. Quotations of foreign securities in a foreign currency
are converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major bank
or by a broker.
Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities.
Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost when the Board of Trustees determines that amortized
cost reflects fair value.
The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Trustees.
PERFORMANCE CALCULATIONS
The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are not
intended to indicate future performance.
Yield refers to the income generated by an investment in the Portfolio over
a given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all bond funds. As this
differs from other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.
Total return is the change in value of an investment in the Portfolio over
a given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of return
that, if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period.
Performance will be calculated separately for Institutional Class and
Advisor Class Shares. Dividends paid by the Portfolio with respect to
Institutional Class and Advisor Class Shares, to the extent any dividends are
paid, will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service and distribution fees relating
to Advisor Class Shares will be borne exclusively by that class.
The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported in
financial and industry publications, and various indices as further described in
the Portfolio's SAI. This information may also be included in sales literature
and advertising.
The Portfolio's Annual Report to Shareholders, for its most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge upon
request to the Fund by writing to the address or calling the phone number on the
cover of this Prospectus.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net
investment income (for tax purposes) to shareholders in quarterly dividends. If
any net capital gains are realized, the Portfolio will normally distribute them
annually. All dividends and
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capital gains distributions will be automatically reinvested in additional
shares of the Portfolio unless the Fund is notified in writing that the
shareholder elects to receive the distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a regulated investment company ("RIC")
under subchapter M of the Code, for federal income tax purposes and to meet all
other requirements that are necessary for it (but not its shareholders) to be
exempt from federal taxes on income and gains paid to shareholders in the form
of dividends. To do this, the Portfolio must, among other things, distribute
substantially all of its ordinary income and net capital gains on a current
basis and maintain a portfolio of investments which satisfies certain
diversification criteria.
Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income. Short-
term capital gains will be taxed as ordinary income. Long-term capital gains
distributions are taxed as long-term capital gains. Shareholders will be
notified annually of dividend income earned for tax purposes. For a summary of
the tax rates applicable to capital gains (including capital gain dividends),
see the discussion below regarding the Taxpayer Relief Act of 1997.
Dividends declared in October, November and December to shareholders of
record in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, provided
that the dividends are paid before February of the following year.
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify that your Social Security
or Taxpayer Identification Number you have provided is correct and that either
you are not currently subject to backup withholding or you are exempt from
backup withholding. This certification must be made on the Account Registration
Form or on a separate form supplied by the Fund.
Dividends and interest received by the Portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes reduce the
Portfolio's dividends but are included in the taxable income reported on your
tax statement if the Portfolio qualifies for this tax treatment and elects to
pass it through to you. Consult a tax adviser for more information regarding
deductions and credits for foreign taxes.
[Under the Taxpayer Relief Act of 1997 (the "1997 Tax Act"), the maximum
tax rates applicable to net capital gains recognized by individuals and other
non-corporate taxpayers are (i) the same as ordinary income rates for capital
assets held for one year or less, (ii) 28% for capital assets held for more than
one year but not more than 18 months and (iii) 20% for capital assets held for
more than 18 months. The maximum long-term capital gains rate for corporations
remains at 35%. Under the 1997 Tax Act, the Treasury is authorized to issue
regulations that address the application of the new capital gains rates to sales
and exchanges by RICs and to sales and exchanges of interests in RICs, but not
such regulations have been issued as of the date hereof. It is expected that
the new tax rates for capital gains under the 1997 Tax Act described above will
apply to distributions of capital gain dividends by the Portfolio as well as to
sales and exchanges of shares in the Portfolio. With respect to capital losses
recognized on dispositions of shares held six months or less where such losses
are treated as long-term capital losses to the extent of prior capital gain
dividends received on such shares (see discussion above regarding gains or
losses recognized on the sale or exchange of shares), it is unclear how such
capital losses offset the capital gains referred to above. Shareholders should
consult their own tax advisers as to the application of the new capital gains
rates to their particular circumstances.]
[The tax discussion set forth above is included herein for general
information only. Prospective investors and shareholders should consult their
own tax advisers with respect to the tax consequences to them of an investment
in the Portfolio.]
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a corporation
formed in 1994 and is located at 180 North LaSalle Street, Suite 3600, Chicago,
Illinois 60601. The Adviser is a wholly-owned subsidiary of Heitman Financial
Ltd. ("Heitman") which is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM") and provides investment management services to corporations,
pension and profit-sharing trusts, endowments, foundations and other tax-exempt
institutional investors. As of the date of this Prospectus, the Adviser had over
$___ billion in assets under management.
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The Portfolio pays the Adviser a fee calculated daily and paid monthly in
arrears, at the annual rate of 0.75% of the Portfolio's first $100 million of
average daily net assets plus 0.65% of the average daily net assets of the
Portfolio in excess of $100 million. The Adviser has agreed that if the total
expenses of the Portfolio (exclusive of interest, taxes, brokerage expenses and
extraordinary items) for any fiscal year of the Portfolio exceed (i) 1.75% of
the first $50 million of the Portfolio's average net assets, and (ii) 1.50% of
the Portfolio's average net assets in excess of $50 million, the Adviser will
pay or reimburse the Portfolio for that excess up to the amount of its advisory
fee payable with respect to the Portfolio during that fiscal year. The fee paid
by the Portfolio, although higher than the investment advisory fees paid by most
other mutual funds, is comparable to the fees paid for similar services by many
funds with similar investment objectives and policies.
The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Adviser and its parent company may also make payments to
unaffiliated brokers who perform distribution, marketing, shareholder and other
services with respect to the Portfolio.
The investment professionals of the Adviser who are primarily responsible
for the day-to-day management of the Portfolio and a description of their
business experience during the past five years are as follows:
Dean A. Sotter - Mr. Sotter is President of the Adviser with overall
responsibility for portfolio management and marketing. Prior to joining the
Adviser, Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a
Portfolio Manager and Vice President of JMB Institutional Realty Corporation
from 1985-1992, where his responsibilities included property level analysis,
budgeting and valuation as well as financial reporting and client
communications.
Timothy J. Pire - Mr. Pire is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Prior to joining the Adviser, Mr. Pire served as
a Research Analyst with PRA Securities Advisors, L.P., and he was an Associate
Appraiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full
narrative appraisals.
Randall E. Newsome - Mr. Newsome is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research
Analyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsible
for property management, leasing and construction management.
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is
responsible for performing and overseeing administrative, fund accounting,
dividend disbursing and transfer agent services provided to the Fund and its
Portfolios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a
Mutual Funds Service Agreement dated June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.
Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio-specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC. The Portfolio-specific fee is calculated from the aggregate net
assets of the Portfolio at the following annual rate:
<TABLE>
<CAPTION>
Rate
-----
<S> <C>
Heitman/PRA Real Estate Portfolio.......................................... 0.06%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis
as follows:
0.19 of 1% of the first $200 million of combined UAM Fund is assets;
0.11 of 1% of the next $800 million of combined UAM Fund is assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less than $3
billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years. If
a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
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DISTRIBUTOR
ACG Capital Corporation (the "Distributor"), 1661 Tice Valley Boulevard
#200, Walnut Creek, California 94595, distributes the Advisor Class Shares of
the Portfolio. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent of the Fund, agrees to use its best efforts as sole
distributor of the Portfolio's Advisor Class Shares. The Distributor does not
receive any fee or other compensation under the Agreement with respect to the
Shares offered in this Prospectus (except as described under "SERVICE AND
DISTRIBUTION PLANS" above). The Agreement continues in effect as long as it is
approved at least annually by the Fund's Board of Trustees. Those approving the
Agreement must include a majority of Trustees who are neither parties to the
Agreement nor interested persons of any such party. The Agreement provides that
the Fund will bear costs of registration of its shares with the SEC and various
states as well as the printing of its prospectuses, its SAIs and its reports to
shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
the Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all
transactions of the Portfolios. If consistent with the interests of the
Portfolios, the Adviser may select brokers on the basis of research, statistical
and pricing services these brokers provide to the Portfolios in addition to
required brokerage services. Such brokers may be paid a higher commission 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 the commission is reasonable in terms either of the transaction
or the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfolio
orders with qualified broker-dealers who refer clients to the Adviser.
If a purchase or sale of securities is consistent with the investment
policies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase 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, allocations are subject to periodic review by the
Fund's Trustees.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Delaware business trust on May 18, 1994 under
the name ''The Regis Fund II''. On October 31, 1995, the name of the Fund was
changed to ''UAM Funds Trust.'' 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.
At its discretion, the Board of Trustees may create additional Portfolios
and classes of shares. The shares of the Portfolio are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and no pre-emptive rights. They have noncumulative
voting rights, which means that holders of more than 50% of shares voting for
the election of Trustees can elect 100% of the Trustees. A shareholder is
entitled to one vote for each full share held (and a fractional vote for each
fractional share held), then standing in his name on the books of the Fund.
As of November 28, 1997, Charles Schwab & Company, Special Custody Account,
101 Montgomery Street, San Francisco, CA 94104, held of record 37% of the
outstanding shares of the Portfolio's Advisor Class Shares for which ownership
is disclaimed or presumed disclaimed. The persons or organizations owning 25% or
more of the outstanding shares of the Portfolio may be presumed to "control" (as
that term is defined in the 1940 Act) the Portfolio. As a result, these 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 the Portfolio.
Both Institutional Class and Advisor Class Shares represent an interest in
the same assets of a Portfolio. Advisor Class Shares impose a sales load on
purchases and bear certain expenses related to shareholder servicing and
distribution. Advisor Class Shares have exclusive voting rights for matters
relating to such distribution expenditures. Information about the Advisor Class
Shares of the Portfolios is available upon request by contacting the UAM Funds
Service Center.
Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Trustees will call a
meeting of shareholders if such a meeting is requested in writing by the holders
of not less than 10% of the outstanding shares of the Fund. The Fund will assist
shareholder communications in such matters to the extent required by the
19
<PAGE>
undertaking.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP is the independent accountant for the Fund.
REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service
Center at the address or telephone number on the cover of this Prospectus.
LITIGATION
The Fund is not involved in any litigation.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus, or in the Fund's Statement of
Additional Information, in connection with the offering made by this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Fund. This Prospectus does not constitute
an offering by the Fund in any jurisdiction in which such offering may not
lawfully be made.
20
<PAGE>
- --------------------------------------------------------------------------------
APPLICATION ADVISOR CLASS SHARES
- --------------------------------------------------------------------------------
UAM FUNDS
REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798
EXPRESS MAIL: UAM Funds 73
Tremont Street, 9th Floor
Boston, MA 02108-3913
FOR HELP WITH THIS APPLICATION, OR FOR MORE INFORMATION, CALL US TOLL FREE: 1-
800-638-7983.
Distributed by ACG Capital Corporation
BEFORE YOU COMPLETE THE APPLICATION, PLEASE BE SURE TO READ THE INSTRUCTIONS
----------------------------------------------------------------------------
ON THE REVERSE SIDE.
-------------------
- --------------------------------------------------------------------------------
1 YOUR ACCOUNT REGISTRATION (Check one box.)
- --------------------------------------------------------------------------------
[_] Individual or Joint Account
---------------------------------------------------------------------------
Owner's Name: First, Initial, Last
- -
------------------------------
Owner's Social Security Number
---------------------------------------------------------------------------
Joint Owner's Name: First, Initial, Last
- -
------------------------------------
Joint Owner's Social Security Number
Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.
[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan
---------------------------------------------------------------------------
Trustee(s)' Name
---------------------------------------------------------------------------
Name of Trust Agreement
---------------------------------------------------------------------------
Beneficiary's Name
-
--------------- -----------------------
Taxpayer's ID Date of Trust Agreement
[_] Corporation, Partnership or Other Entity
Type: [_] Corp. [_] Partnership [_] Other
---------------------------------------------------------------------------
Name of Corp. or Other Entity
-
-------------------- [_] Exempt [_] Non-Exempt
Taxpayer ID Number
A Corporate Resolution Form is required.
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------
---------------------------------------------------------------------------
Street or P.O. Box Number
---------------------------------------------------------------------------
City State Zip Code
( ) ( )
------------------------------------ -----------------------------------
Daytime Phone Evening Phone
Citizenship: [_] U.S. [_] Resident- [_] Non-
Alien Resident ---------------
Alien Specify Country
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
$
- ------------------------------------------------------- ---------
$
- ------------------------------------------------------- ---------
TOTAL $
---------
4 METHOD OF PAYMENT
- --------------------------------------------------------------------------------
A. [_] Check (payable to UAM Funds) An Account No. will be assigned.
B. [_] This application confirms my prior wire purchase on (date): ____________
I was assigned the following wire reference control number:____________________
- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.
- -------------------------------------------------------------------------------
Bank Name
- -------------------------------------------------------------------------------
Bank Address
( )
- ---------------------------------- ---------------------------------------
Account Number Bank Phone
- -------------------------------------------------------------------------------
Name(s) in which Account is Registered
- -------------------------------------------------------------------------------
Bank Transit Routing Number (ABA #)
- --------------------------------------------------------------------------------
7 OPTIONAL INFORMATION
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Owner's Occupation Owner's Date of Birth
- -------------------------------------------------------------------------------
Employer's Name
- -------------------------------------------------------------------------------
Employer's Address
- -------------------------------------------------------------------------------
Joint Owner's Occupation Joint Owner's Date of Birth
- -------------------------------------------------------------------------------
Joint Owner's Employer's Name
- -------------------------------------------------------------------------------
Joint Owner's Employer's Address
- --------------------------------------------------------------------------------
8 SIGNATURE(S)
.I/We have full authority and legal capacity to purchase Fund shares.
.I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.
- --------------------------------------------------------------------------------
.UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (II) THE IRS
HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. (CROSS
OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR
TAX RETURN.)
- --------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
- ----------------------------------------------- ----------------------
Signature (Owner, Trustee, etc.) Date
- ----------------------------------------------- ----------------------
Signature (Joint Owner, Co-trustee, etc.) Date
- --------------------------------------------------------------------------------
9 INTERESTED PARTY/BROKER-DEALER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name
- -------------------------------------------------------------------------------
Address City State Zip Code
- --------------------------------------------------------------------------------
UAM Funds Service Center
<PAGE>
APPLICATION INSTRUCTIONS
- -------------------------------------------------------------------------------
IF YOU NEED ASSISTANCE, A REPRESENTATIVE OF UAM FUNDS WILL BE PLEASED TO HELP
YOU. OUR TOLL-FREE NUMBER IS 1-800-638-7983.
- -------------------------------------------------------------------------------
[1] NEW ACCOUNT APPLICATION. An account can be registered as only one of the
following:
. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.
. a trust Supply the Taxpayer Identification Number of the legal entity
. a corporation, or organization that will report income and/or capital gains.
partnership,
organization,
fiduciary
Please check the box that corresponds with the type of account you are opening
and fill in the required information exactly as you wish it to appear on the
account.
REDEMPTION AUTHORIZATIONS. Corporations, other organizations, trusts and fidu-
ciaries will be required to furnish additional paperwork to authorize redemp-
tions. Call a representative of UAM Funds at 1-800-638-7983 for more
information.
[2] YOUR MAILING ADDRESS. Please be sure to provide us with the address at
which you wish to receive your mail.
[3] YOUR INVESTMENT. Please be sure to indicate the total amount invested. For
more than two investments, please attach a separate sheet or an additional
application.
[4] ESTABLISHING YOUR ACCOUNT.
A. Section 4A lets you open your account by check. Your check(s) should be
made payable to UAM Funds. Be sure to enclose your check(s) with this ap-
plication.
B. If you are confirming a new Fund purchase previously made by wire, be
sure to fill in Section 4B and provide the wire reference control number
you were assigned at the time of this purchase. A completed application
must follow all wire purchases.
All applications are subject to acceptance by UAM Funds.
[5] RECEIVING YOUR DIVIDENDS AND CAPITAL GAINS. Check the distribution option
you prefer. If you do not select an option, all dividends and capital
gains will be reinvested in your account.
[6] TELEPHONE REDEMPTION AND EXCHANGE. Telephone redemption proceeds mailed to
a shareholder will be sent only to the address listed on the account. The
Funds' bank wire feature is available for redeeming out of your Fund ac-
count to your bank account. Be sure to check with your bank for proper
wiring instructions. The Funds require the transit/routing number of your
bank or its correspondent if your bank is unable to receive wires direct-
ly. Please complete Section 6 to add the bank wire feature.
Telephone exchanges may be made only if a Fund holds all share certifi-
cates and if the registration of the two accounts will be identical.
[7] EMPLOYMENT INFORMATION. It is required by the National Association of Se-
curities Dealers, Inc. to request this information.
[8] YOUR SIGNATURE(S). Please be sure to sign this application. If the account
is registered in the name of:
.an individual, the individual should sign
.joint tenants, both should sign
.a trust or other fiduciary, the fiduciary or fiduciaries should sign
(please indicate capacity)
.a corporation or other organization, an officer should sign (please indi-
cate corporate office or title)
[9] INTERESTED PARTY/BROKER-DEALER. In addition to the account statement sent
to your registered address, you may also have a monthly consolidated
statement mailed to up to ten (10) interested parties. You may add a sheet
with additional interested party names and addresses. This section should
also be completed if you are investing through a Broker-Dealer.
--IMPORTANT--
REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798
EXPRESS MAIL: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913
MORE QUESTIONS? Call a representative of UAM Funds at 1-800-638-7983.
<PAGE>
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
Investment Adviser
Heitman/PRA Securities Advisors, Inc.
180 North LaSalle Street
Suite 3600
Chicago, IL 60601
Distributor
ACG Capital Corporation
1661 Tice Valley Boulevard, #200
Walnut Creek, CA 94595
1-800-888-REIT
PROSPECTUS
Date , 1998
21
<PAGE>
INSERT B
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 17
PART B
The following Portfolio's Statement of Additional Information is included in
this Post-Effective Amendment No. 17:
Heitman/PRA Real Estate Portfolio Institutional Class Shares
Heitman/PRA Real Estate Portfolio Advisor Class Shares
The following Statements of Additional Information are incorporated by reference
to Post-Effective Amendment No. 16 filed on July 10, 1997:
. BHM&S Total Return Bond Portfolio Institutional Class Shares and
Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares and Chicago Asset Management Value/Contrarian Portfolio Institutional
Class Shares
. FPA Crescent Portfolio Institutional Class Shares and Institutional Service
Class Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. Jacobs International Octagon Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares and
Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Statement of Additional Information is incorporated by reference
to Post-Effective Amendment No. 2 filed on November 25, 1994:
Dwight Principal Preservation Portfolio
<PAGE>
PART B
UAM FUNDS
HEITMAN/PRA REAL ESTATE PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION -- , 1998
This Statement of Additional Information ("SAI") 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 Heitman/PRA Real Estate Portfolio dated
, 1998 relating to the Institutional Class Shares, and the Prospectus dated ,
1998 relating to the Advisor Class Shares. To obtain a Prospectus, please call
the UAM Funds Service Center at 1-800-638-7983.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES........................................... 2
PURCHASE AND REDEMPTION OF SHARES........................................... 2
SHAREHOLDER SERVICES........................................................ 3
INVESTMENT LIMITATIONS ..................................................... 3
MANAGEMENT OF THE FUND...................................................... 5
INVESTMENT ADVISER.......................................................... 7
SERVICE AND DISTRIBUTION PLANS.............................................. 8
PORTFOLIO TRANSACTIONS...................................................... 10
ADMINISTRATIVE SERVICES..................................................... 10
PERFORMANCE CALCULATIONS.................................................... 11
GENERAL INFORMATION......................................................... 12
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS ........................A-1
APPENDIX B - COMPARISON PUBLICATIONS, INDICES AND AVERAGES..................B-1
FINANCIAL STATEMENTS
</TABLE>
Investment Adviser
Heitman/PRA Securities Advisors, Inc. (Adviser)
Distributors
UAM Fund Distributors, Inc. - Institutional Class Shares
ACG Capital Corporation - Advisor Class Shares
Administrator and Transfer Agent
UAM Fund Services, Inc. (FSI)
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the investment objective and policies
of the Heitman/PRA Real Estate Portfolio (the "Portfolio") as set forth in the
Prospectuses for the Institutional Class Shares and Advisor Class Shares of the
Portfolio:
LENDING OF SECURITIES
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 "SEC") 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). As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the Prospectus.
PURCHASE AND REDEMPTION OF SHARES
Institutional Class Shares of the Portfolio may be purchased without a
sales commission and Advisor Class Shares of the Portfolio may be purchased with
a sales charge at the net asset value per share next determined after an order
is received in proper form by the Fund and payment is received by the Fund's
custodian. 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, Martin Luther King, Jr.'s Birthday,
Presidents' 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 judgment
of management such rejection is in the best interests of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of a Portfolio's 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 SEC, (2)
during any period when an emergency exists as defined by the rules of the SEC 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 SEC may permit. The Fund has made an election with
the SEC 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 SEC. 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 "Valuation of
Shares," and a redeeming shareholder would normally incur brokerage expenses if
he converted those securities to cash.
No charge is made by the Portfolio for redemptions. Any redemption may
be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services
Company ("CGFSC") 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.
2
<PAGE>
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, and as
further described in the Portfolio's Prospectuses. 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
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for
Institutional Class Shares of any other UAM Funds or UAM Funds, Inc. Portfolio.
Likewise, Advisor Class Shares of the Portfolio may be exchanged for Advisor
Class Shares of any other UAM Funds or UAM Funds, Inc. Portfolio to the extent
any are created in the future. 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
qualified 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 for
Institutional Class Shares of the Portfolio. However, there is a sales charge
for Advisor Class Shares of the Portfolio. Before making an exchange into a
Portfolio, a shareholder should read its Prospectus and consider the investment
objective 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.
Neither the Fund nor CGFSC 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 "Purchase and
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), (4), (5) and (6)
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. As to 75% of the total assets of the Portfolio, purchase securities for
the Portfolio of any issuer, if immediately thereafter (i) more than 5%
of the Portfolio's total assets (taken at market value) would be
invested in the securities of such issuer, or (ii) more than 10% of the
outstanding voting securities of any class of such issuer would be held
by the Portfolio, provided that this limitation does not apply to U.S.
Government securities.
3
<PAGE>
2. Make investments in real estate (including real estate limited
partnership interests, but excluding readily marketable interest in
real estate investment trusts ("REITs") or readily marketable
securities of companies which invest in real estate) or commodities or
commodity contracts, although the Portfolio may purchase securities of
issuers which deal in real estate and may purchase securities which are
secured by interests in real estate, and the Portfolio may invest in
futures contracts and related options.
3. Act as a securities underwriter.
4. Make loans, except that the Portfolio may (i) purchase bonds,
debentures and other publicly-distributed securities of a like nature,
(ii) make loans in the form of call loans or loans maturing in not more
than one year which are secured by marketable collateral and are in
amounts and on terms similar to those currently in effect in the case
of loans made by national banks, (iii) enter into repurchase agreements
with respect to portfolio securities, and (iv) lend the portfolio
securities of the Portfolio.
5. Borrow money, except that (i) the Portfolio may borrow money for
temporary administrative purposes provided that the aggregate of all
such borrowings does not exceed 33 1/3% of the value of the Portfolio's
total assets and is not for more than 60 days, and (ii) the Portfolio
may enter into interest-rate futures contracts. The Portfolio may not
borrow for the purpose of leveraging its investment portfolio. The
Portfolio may not purchase additional securities while outstanding
borrowings exceed 5% of the value of its assets.
6. Lend the portfolio securities of the Portfolio in an amount in excess
of 33% of the total assets of the Portfolio, taken at market value. Any
loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Trustees,
including the borrower's maintaining collateral equal at all times to
the value of the securities loaned.
7. Purchase "illiquid" securities for the Portfolio, including repurchase
agreements maturing in more than seven days, options traded
"over-the-counter," securities lacking readily available market
quotations and securities which cannot be sold without registration or
the filing of a notification under federal or state securities laws,
if, as a result, more than 15% of the Portfolio's net assets would then
be invested in such securities.
8. Purchase securities on margin, except short-term credits as are
necessary for the purchase and sale of securities. For purposes of this
restriction, the deposit or payment of initial or variation margin in
connection with futures contracts or related options will not be deemed
to be a purchase of securities on margin by the Portfolio.
9. Purchase securities of any other investment company, except in
connection with a merger, consolidation, acquisition or reorganization,
and except that the Portfolio may purchase securities of money market
mutual funds to the extent permitted by applicable law. This
restriction shall not prohibit the Portfolio from investing in
securities issued by REITs.
10. Purchase securities for the Portfolio of companies which together with
predecessors have a record of less than three years' continuous
operation, and equity securities of issuers which are not readily
marketable, if, as a result, more than 5% of the Portfolio's net assets
would then be invested in such securities, except that this restriction
shall not apply to the purchase of securities of REITs.
11. Invest in puts, calls, straddles, spreads and any combination thereof,
except that (i) the Portfolio may write covered put and call options on
securities and write and purchase put and call options on stock
indexes, and (ii) the Portfolio may write covered put and call options
on U.S. Government securities.
12. Purchase securities from or sell securities to any of its officers or
Trustees, except with respect to its own shares and as is permissible
under applicable statutes, rules and regulations.
13. Purchase securities of companies for the purpose of exercising control.
14. Make short sales whereby the dollar amount of short sales at any one
time shall exceed 25% of the net assets of the Portfolio, or the value
of securities of any one issuer in which the Portfolio is short exceeds
the lesser of 2% of the
4
<PAGE>
value of the Portfolio's net assets or 2% of the value of securities of
any class of any issuer, except that the Portfolio may make short sales
against the box.
The investment restrictions numbered 1 through 6 above have been
adopted by the Fund as fundamental policies of the Portfolio. Under the 1940
Act, a fundamental policy may not be changed without the vote of a majority of
the outstanding voting securities of the Fund, as defined in the 1940 Act.
"Majority" means the lesser of (1) 67% or more of the shares present at a Trust
meeting, if the holders of more than 50% of the outstanding shares of the
Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding shares of the Fund. Investment restrictions 7 through 16 are
non-fundamental policies and may be changed by vote of a majority of the Fund's
Board of Trustees at any time.
While the Fund has the power to pledge its assets to secure borrowings,
the Fund has no intention of pledging the assets of the Portfolio taken at
market value in any amount in excess of 33[OBJECT OMITTED]% of the Portfolio's
total assets taken at market value. The deposit of assets in escrow in
connection with the writing of covered put or call options and the purchase of
securities on a when-issued or delayed-delivery basis, and collateral
arrangements with respect to the purchase and sale of stock options and stock
index options and initial and variation margin for futures contracts, are not
deemed to be pledges of assets of the Portfolio. Also, although the Fund has the
power to make call loans, it has no intention to do so.
Government securities in which the Portfolio may invest include (a)
direct obligations of the U.S. Treasury, including bills, bonds and notes, and
(b) obligations issued or guaranteed as to principal and interest by U.S.
Government agencies or instrumentalities and supported by any of (i) the full
faith and credit of the U.S. Treasury (e.g., Government National Mortgage
Association participation certificates); (ii) the right of the issuer to borrow
a limited amount from the U.S. Treasury (e.g., securities of Federal Farm Credit
Banks); (iii) the discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality (e.g., securities of the
Federal National Mortgage Association); or (iv) the credit of the agency or
instrumentality (e.g., securities of the Student Loan Marketing Association).
Although the Portfolio has the ability to invest in futures contracts
and options, the Portfolio has no current intention of doing so without first
notifying its shareholders and supplying further information in the Prospectus.
Although not an investment policy, it is anticipated that under normal
circumstances approximately 60% to 90% of the Portfolio's assets will be
invested in REITs which, according to the National Association of Real Estate
Investment Trusts, have grown over five-fold since 1991.
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, date of
birth, address and principal occupations during the past five years. Those
people who are "interested persons" of the Fund as that term is defined in the
1940 Act are indicated by an asterisk (*).
John T. Bennett, Jr. (1/26/29), Trustee; College Road--RFD 3, Meredith, NH
03253; President of Squam Investment Management Company, Inc. and Great Island
Investment Company, Inc.; President of Bennett Management Company from 1988 to
1993.
Nancy J. Dunn (8/14/51), Trustee; 10 Garden Street, Cambridge, MA 02138; Vice
President for Finance and Administration and Treasurer of Radcliffe College
since 1991.
Philip D. English (8/5/48), Trustee; 16 West Madison Street, Baltimore, MD
21201; President and Chief Executive Officer of Broventure Company, Inc.;
Chairman of the Board of Chektec Corporation and Cyber Scientific, Inc.
William A. Humenuk (4/21/42), Trustee; 4000 Bell Atlantic Tower, 1717 Arch
Street, Philadelphia, PA 19103; Partner in the Philadelphia office of the law
firm Dechert Price & Rhoads; Director, Hofler Corp.
Norton H. Reamer* (3/21/35), Trustee; One International Place, Boston, MA 02110;
President and Chairman of the Fund; President, Chief Executive Officer and a
Director of United Asset Management Corporation; Director, Partner or Trustee of
each
5
<PAGE>
of the Investment Companies of the Eaton Vance Group of Mutual Funds.
Charles H. Salisbury, Jr.* (8/24/40), Trustee; One International Place, Boston,
MA 02110; Executive Vice President of United Asset Management Corporation;
formerly an executive officer and Director of T. Rowe Price and President and
Chief Investment Officer of T. Rowe Price Trust Company.
Peter M. Whitman, Jr.* (7/1/43), Trustee; One Financial Center, Boston, MA
02111; President and Chief Investment Officer of Dewey Square Investors
Corporation ("DSI") since 1988; Director and Chief Executive Officer of H. T.
Investors, Inc., formerly a subsidiary of DSI.
William H. Park* (9/19/47), Vice President; One International Place, Boston, MA
02110; Executive Vice President and Chief Financial Officer of United Asset
Management Corporation.
Gary L. French* (7/4/51), Treasurer; 211 Congress Street, Boston, MA 02110;
President of UAM Fund Services, Inc. and UAM Fund Distributors, Inc.; formerly
Vice President of Operations, Development and Control of Fidelity Investment in
1995; Treasurer of the Fidelity Group of Mutual Funds from 1991 to 1995.
Michael E. DeFao* (2/28/68), Secretary; 211 Congress Street, Boston, MA 02110;
Vice President and General Counsel of UAM Fund Services, Inc. and UAM Fund
Distributors, Inc.; Associate Attorney of Ropes & Gray (a law firm) from 1993 to
1995.
Robert R. Flaherty* (9/18/63), Assistant Treasurer; 211 Congress Street, Boston,
MA 02110; Vice President of UAM Fund Services, Inc.; formerly Manager of Fund
Administration and Compliance of Chase Global Fund Services Company from 1995 to
1996; Deloitte & Touche LLP from 1985 to 1995, Senior Manager.
Karl O. Hartmann* (3/7/55), Assistant Secretary; 73 Tremont Street, Boston, MA
02108; Senior Vice President and General Counsel of Chase Global Funds Services
Company.
Gordon M. Shone* (7/30/56), Assistant Treasurer; 73 Tremont Street, Boston, MA
02108; Vice President of Fund Administration and Compliance of Chase Global
Funds Services Company; formerly Senior Audit Manager of Coopers & Lybrand LLP
(1983-1996).
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 $1,200 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 UAM Funds, 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"), FSI
or CGFSC and receive no compensation from the Fund. As of November 28, 1997, the
Trustees and Officers of the Fund owned less than 1% of the Fund's outstanding
shares.
The following table shows aggregate compensation paid to each of the
Fund's Independent Trustees by the Fund, as well as total compensation from the
Fund and UAM Funds, Inc. (collectively the "Fund Complex"), respectively, in the
fiscal year ended April 30, 1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Estimated Total Compensation
Retirement Benefits Annual from Registrant and
Name of Person, Aggregate Compensation Accrued as Part of Benefits Upon Fund Complex
Position From Registrant Fund Expenses Retirement Paid to Trustees
-------- --------------- ------------- ---------- ----------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Trustee......... $ 4,874 0 0 $ 31,700
J. Edward Day
Former Trustee.. $ 2,168 0 0 $ 15,550
Philip D. English
Trustee......... $ 4,874 0 0 $ 31,700
William A. Humenuk
Trustee......... $ 4,874 0 0 $ 31,700
Nancy J. Dunn
Trustee......... $0 0 0 $0
</TABLE>
PRINCIPAL HOLDER OF SECURITIES
As of November 28, 1997, the following persons or organizations held of
record or beneficially 5% or more of the shares of the Portfolio:
Heitman/PRA Real Estate Portfolio Institutional Class Shares: United
Nations Joint Staff, c/o Henry L. Ouma, Investment Management Service, United
Nations, Room S-0702, New York, NY, 27%; Charles Schwab & Company, Reinvest
Account, 101 Montgomery Street, San Francisco, CA, 14%; Charles Schwab &
Company, Cash Account, 101 Montgomery Street, San Francisco, CA, 9%; HAWCO, c/o
Hawaiian Trust Company, Client Mutual Funds 769, P.O. Box 1930, Honolulu, HI,
9%; National Financial Securities For Exclusive Benefit of LC, 5th floor, 200
Liberty Street, New York, NY, 6%; Donaldson Lufkin & Jenrette, Cash Account, 1
Pershing Plaza, Jersey City, NJ, 5%.
Heitman/PRA Real Estate Portfolio Advisor Class Shares: Charles Schwab &
Company, Special Custody Account, 101 Montgomery Street, San Francisco, CA, 37%
and FTC & Company, Attn: Datalynx - House ACC, P.O. Box 173736, Denver, CO, 5%.
The persons(s) or organization(s) listed above as owning 25% or more of the
outstanding shares of the 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 fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
The Adviser is a wholly-owned subsidiary of Heitman Financial Ltd.
which 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 over 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.
7
<PAGE>
In compiling this client list, the Adviser used objective criteria such
as account size, geographic location and client classification. The Adviser did
not use any performance-based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.
ADVISORY FEES
The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee
calculated daily and paid monthly in arrears, at the annual rate of 0.75% of the
Portfolio's first $100 million of average daily net assets plus 0.65% of the
average daily net assets of the Portfolio in excess of $100 million. The Adviser
has agreed that if the total expenses of the Portfolio (exclusive of interest,
taxes, brokerage expenses and extraordinary items) for any fiscal year of the
Portfolio exceed (i) 1.75% of the first $50 million of the Portfolio's average
net assets, and (ii) 1.50% of the Portfolio's average net assets in excess of
$50 million, the Adviser will pay or reimburse the Portfolio for that excess up
to the amount of its advisory fee payable with respect to the Portfolio during
that fiscal year. The fee paid by the Portfolio, although higher than the
investment advisory fees paid by most other mutual funds, is comparable to the
fees paid for similar services by many funds with similar investment objectives
and policies.
During the fiscal years ended December 31, 1996 and December 31, 1995,
the three-month period ended December 31, 1994 and the fiscal year ended
September 30, 1994, the fees paid to the Adviser were $992,968, $724,658,
$201,070, and $881,646, respectively.
SERVICE AND DISTRIBUTION PLANS
As stated in the Portfolio's Advisor Class Shares Prospectus, the
Distributor may enter into agreements with broker-dealers and other financial
institutions ("Service Agents"), pursuant to which they will provide
administrative support services to Advisor Class shareholders who are their
customers ("Customers") in consideration of the Fund's payment of 0.25% (on an
annualized basis) of the average daily net asset value of the Advisor Class
Shares held by the Service Agent 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;
8
<PAGE>
(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 Agent, provided that any such additional
shareholder services 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 Agent 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 Agents and the purposes for which the expenditures were made. In
addition, arrangements with Service Agents 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 Agents
based on information provided by the Fund's service contractors that there is a
reasonable likelihood that the arrangements will benefit the Fund and its
shareholders 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 the Fund's arrangements with Service Agents
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 Agents 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 Advisor 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 Advisor
Class Shares.
The Distribution Plan permits the Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor Class Shares, currently
cannot exceed 0.50% of the average daily net assets represented by the Advisor
Class. While the current fee which will be payable under the Service Plan has
been set at 0.25%, the Plans permit 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 Advisor
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 Plans or any related agreements, by vote cast in
person at a meeting duly called for the purpose of voting on the Plans and such
Agreements. Continuation of the Plans, the Distribution Agreement and the
related agreements must be approved annually by the Board of Trustees in the
same manner, as specified above.
9
<PAGE>
Each year the Trustees must determine whether continuation of the Plans
is in the best interest of the shareholders of Advisor 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 the 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 Conduct Rules relating to investment company sales charges.
The Fund and the Distributor intend to operate in compliance with these rules.
For the fiscal years ended December 31, 1996 and December 31, 1995, the
Fund paid $89,289 and $2,985, respectively, in compensation to ACG Capital
Corporation with respect to Advisor Class Shares pursuant to a Distribution
Agreement dated May 15, 1995.
During the fiscal years ended December 31, 1996 and December 31, 1995, the
Fund paid an aggregate of $89,289 and $2,985, respectively, to Service Agents
under contracts entered into pursuant to the Shareholder Servicing Plan.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
The Adviser may, however, consistent with the interests of the Portfolio, select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio. Information and research received from such brokers
will be in addition to, and not in lieu of, the services required to be
performed by the Adviser under the Investment Advisory 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 effect principal
transactions with dealers on the basis of sales of Fund shares which may be made
through broker-dealer firms. However, the Adviser may place portfolio orders
with qualified broker-dealers who refer clients to the Adviser.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of 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.
During the fiscal years ended December 31, 1996 and December 31, 1995,
the three-month period ended December 31, 1994 and the fiscal year ended
September 30, 1994, the Fund paid $400,540, $334,132, $98,851, and $510,528,
respectively, in brokerage commissions. During the fiscal year ended December
31, 1996, transactions of the Fund aggregating $112,774,163 were allocated to
brokers providing research, statistical and other related services and $232,200
in brokerage commissions were paid on these transactions.
ADMINISTRATIVE SERVICES
As stated in the Prospectuses, the Board of Trustees of the Fund
approved a new Fund Administration Agreement between FSI a wholly-owned
subsidiary of UAM, and the Fund. The Fund's Trustees also approved a Mutual Fund
Services Agreement between FSI and CGFSC. The services provided by FSI and CGFSC
and the basis of the fees payable by the Fund under the Fund Administration
Agreement are described in the Portfolios' Prospectuses. Prior to April 15,
1996, CGFSC or its
10
<PAGE>
predecessor, Mutual Funds Service Company, provided certain administrative
services to the Fund under an Administration Agreement between the Fund and U.S.
Trust Company of New York. The services provided by FSI and CGFSC and the basis
of the current fees payable are described in the Portfolio's Prospectuses.
As compensation for services performed under an Amended and Restated
Administration Agreement (the "Administration Agreement") dated November 14,
1996, Rodney Square Management Corporation ("Rodney Square"), the Portfolio's
previous Administrator, received a fee payable monthly computed on the average
daily net assets of each class of the Fund at the end of each business day at an
annual rate of .10%, plus any out-of-pocket expenses. During the fiscal years
ended December 31, 1996 and 1995, the three-month period ended December 31,
1994, and the fiscal period ended September 30, 1994, the fees paid to Rodney
Square by the Fund pursuant to the Administration Agreement were $141,640,
$107,310, $29,091, and $134,382, respectively.
As compensation for services performed under an Amended and Restated
Accounting Services Agreement (the "Accounting Services Agreement") dated
November 14, 1996, Rodney Square received a fee payable monthly at an annual
rate of $75,000, plus .02% of the average net assets in excess of $100 million,
computed on the average daily net assets of the Fund at the end of each business
day, plus any out-of-pocket expenses. During the fiscal years ended December 31,
1996 and December 31, 1995, the three-month period ended December 31, 1994, and
the fiscal period ended September 30, 1994, fees paid to Rodney Square by the
Fund pursuant to the Accounting Services Agreement were $73,582, $56,863,
$11,915, and $50,124, respectively.
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 SEC, 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 SEC.
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 SEC. An explanation of those 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 Advisor Class Shares of a Portfolio
bear additional service and distribution expenses, the yield of the Advisor
Class Shares of a Portfolio will generally be lower than that of the
Institutional Class Shares of the same Portfolio.
A yield figure is obtained using the following formula:
Yield = 2[(a - b + 1)/6/ - 1]
-----
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive income distributions
d = the maximum offering price per share on the last day of the
period.
TOTAL RETURN
The average annual total return of 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
11
<PAGE>
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 Advisor Class Sharesof a Portfolio bear
additional service and distribution expenses, the average annual total return of
the Advisor Class Sharesof 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:
P(1 + T)/n/ = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the 1, 5 or 10 year periods at the end of
the 1, 5 or 10 year periods (or fractional portion thereof).
The average annual total returns of the Institutional Class Shares for
the one-year and five-year periods ended June 30, 1997 and since inception
through June 30, 1997 were 6.42%, 17.98% and 10.37%, respectively, and the
average annual total returns of the Advisor Class Shares for the one-year period
ended June 30, 1996 and since inception through June 30, 1997 were 6.07% and
23.63%, respectively.
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. Please see Appendix B for publications, indices and averages which may
be used.
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.
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 the Fund.
In the event of liquidation of the Fund, the holders of the Shares of
each Portfolio or any class thereof that has been established and designated
shall be entitled to receive, when and as declared by the Trustees, the excess
of the assets belonging to that Portfolio, or in the case of a class, belonging
to that Portfolio and allocable to that class, over the liabilities belonging to
that Portfolio or class. The assets so distributable to the holders of Shares of
any particular Portfolio or class thereof shall be distributed to the holders in
proportion to the number of Shares of that Portfolio or class thereof held by
them and recorded on the books of the Fund. The liquidation of any Portfolio or
class thereof may be authorized at any time by vote of a majority of the
Trustees then in office.
12
<PAGE>
Shareholders of both Classes of the Fund's Portfolios have no
pre-emptive or other rights to subscribe to any additional Shares or other
securities issued by the Fund or any Portfolio, except as the Trustees in their
sole discretion shall have determined by vote. Both Institutional Class and
Advisor Class Shares represent an interest in the same assets of a Portfolio and
are identical in all respects except that the Advisor Class Shares bear certain
expenses related to shareholder servicing and the distribution of such shares,
and have exclusive voting rights with respect to matters relating to such
distribution expenditures.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of the Portfolio's
net investment income, if any, together with any net realized capital gains 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.
CAPITAL GAINS RATES UNDER THE 1997 TAX ACT
Under the Taxpayer Relief Act of 1997 (the "1997 Tax Act"), the
maximum tax rates applicable to net capital gains recognized by individuals and
other non-corporate taxpayers are (i) the same as ordinary income rates for
capital assets held for one year or less, (ii) 28% for capital assets held for
more than one year but not more than 18 months and (iii) 20% for capital assets
held for more than 18 months. The maximum long-term capital gains rate for
corporations remains at 35%. Under the 1997 Tax Act, the Treasury is authorized
to issue regulations that address the application of the new capital gains rates
to sales and exchanges by RICs and to sales and exchanges of interests in RICs,
but not such regulations have been issued as of the date hereof. It is expected
that the new tax rates for capital gains under the 1997 Tax Act described above
will apply to distributions of capital gain dividends by the Portfolios as well
as to sales and exchanges of shares in the Portfolios. With respect to capital
losses recognized on dispositions of shares held six months or less where such
losses are treated as long-term capital losses to the extent of prior capital
gain dividends received on such shares (see discussion above regarding gains or
losses recognized on the sale or exchange of shares), it is unclear how such
capital losses offset the capital gains referred to above. Shareholders should
consult their own tax advisers as to the application of the new capital gains
rates to their particular circumstances.
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 other related income, derived
with respect to its business investing in stock or securities. Qualification as
a regulated investment company also requires that less than 30% of a Portfolio's
gross
13
<PAGE>
income be derived from the sale or other disposition of stock or securities held
less than three months.
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes (including
unrealized gains at the end of the Portfolio's taxable year 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 of the Portfolio which include the Financial
Highlights for the fiscal year ended December 31, 1996 which appear in the 1996
Annual Report and the report thereon of Price Waterhouse LLP as of and for the
fiscal year ended December 31, 1996 which were previously filed electronically
with the SEC (Accession Number: 0000840084-97-000003) are incorporated herein by
reference. The Financial Statements and Financial Highlights for the periods
prior to 1996 were audited by other independent accountants. The unaudited
Financial Statements of the Portfolio's Institutional Class Shares and Advisor
Class Shares for the six month period ended June 30, 1997 and the Financial
Highlights relating to the same period which were previously filed
electronically with the SEC (Accession Number: 0000840084-97-000009) are
incorporated herein by reference.
14
<PAGE>
APPENDIX A -- DESCRIPTION OF SECURITIES AND CORPORATE BOND RATINGS
I. DESCRIPTION OF CORPORATE BOND RATINGS
Moody's Investors Service, Inc.'s Corporate Bond Ratings:
Aaa -- Bonds which are rated 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.
Moody's Investors Service, Inc. ("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.
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.
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.
Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa -- Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
C -- Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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.
<PAGE>
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.
BB, B, CCC, CC -- Debt rated BB, B, CCC and CC is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
C -- The rating C is reserved for income bonds on which no interest is
being paid.
D -- Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.
II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES
The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.
U.S. Treasury securities are backed by the "full faith and credit" of
the United States. Securities issued or guaranteed by Federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.
In the case of securities not backed by the full faith and credit of
the United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies which
are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the GNMA are, in effect,
backed by the full faith and credit of the United States through provisions in
their charters that they may make "indefinite and unlimited" drawings on the
U.S. Treasury, if needed to service its debt. Debt from certain other agencies
and instrumentalities, including the Federal Home Loan Bank and FNMA, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the FHLMC, are federally chartered institutions under Government
supervision, but their debt securities are backed only by the credit worthiness
of those institutions, not the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.
III. DESCRIPTION OF COMMERCIAL PAPER
The Portfolios may invest in commercial paper (including variable
amount master demand notes) rated A-1 or better by Standard & Poor's Corporation
("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
<PAGE>
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.
IV. DESCRIPTION OF BANK OBLIGATIONS
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able to
sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A banker's acceptance is a time
draft drawn on a commercial bank by a borrower usually in connection with an
international commercial transaction to finance the import, export, transfer or
storage of goods. The borrower is liable for payment as well as the bank which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
the secondary markets prior to maturity.
<PAGE>
APPENDIX B - COMPARISON PUBLICATIONS, INDICES AND AVERAGES
With respect to the comparative measures of performance for equity
securities described herein, comparisons of performance assume reinvestment of
dividends, except as otherwise stated above.
(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.
(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.
(c) Standard & Poor's 400 Mid Cap Index - consists of 400
domestic stocks chosen for market size, liquidity, and
industry group representation. It is also a market-value
weighted index and was the first benchmark of mid cap stock
price movement.
(d) 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.
(e) 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.
(f) 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.
(g) Lipper Capital Appreciation Funds Index - a fund that aims
at maximum capital appreciation, frequently by means of 100%
or more portfolio turnover, leveraging, purchasing
unregistered securities, purchasing options, etc. The fund
may take large cash positions.
(h) Lipper Small Cap Funds Index- a fund that by prospectus or
portfolio practice invests primarily in companies with
market capitalizations of less than $1 billion at the time
of purchase.
(i) Morgan Stanley Capital International EAFE Index and World
Index -- respectively, arithmetic, market value-weighted
averages of the performance of over 900 securities listed on
the stock exchanges of countries in Europe, Australia and
the Far East, and over 1,400 securities listed on the stock
exchanges of these continents, including North America.
(j) 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.
(k) Salomon Brothers GNMA Index -- includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.
(l) 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.
(m) Salomon Brothers Broad Investment Grade Bond Index -- 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.
(n) Lehman Brothers Long-Term Treasury Bond Index-- is composed
of all bonds covered by the Lehman
<PAGE>
Brothers Treasury Bond Index with maturities of 10 years or
greater.
(o) 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.
(p) 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.
(q) Value Line -- composed of over 1,600 stocks in the Value
Line Investment Survey.
(r) Russell 2000 Index -- 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.
(s) Salomon Brothers 3 Month T-Bill Average - the average return
for all Treasury bills for the previous three month period.
(t) 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.
(u) 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.
(v) Mutual Fund Source Book published by Morningstar, Inc. --
analyzes price, yield, risk and total return for equity
funds.
(w) 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.
(x) 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.
(y) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates -- historical measure of yield, price and total
return for common and small company stock, long-term
government bonds, U.S. Treasury bills and inflation.
(z) Savings and Loan Historical Interest Rates -- as published
by the U.S. Savings & Loan League Fact Book.
(aa) 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.
<PAGE>
PART C
UAM FUNDS TRUST
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Included in Part A for the Portfolio listed below are "Financial
Highlights" from the date indicated to the period ended June 30, 1997:
Heitman/PRA Real Estate Portfolio Institutional Class Shares (1/4/89)
Heitman/PRA Real Estate Portfolio Advisor Class Shares (5/15/95)
Incorporated by reference to Post-Effective Amendment No. 16 in Part A for
the Portfolios listed below are "Financial Highlights" for the periods from
the date indicated to the fiscal year ended April 30, 1997:
BHM&S Total Return Bond Portfolio Institutional Class Shares
(November 1, 1995)
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
(November 1, 1995)
Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares (January 24, 1995)
Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares (December 16, 1994)
IRC Enhanced Index Portfolio Institutional Class Shares (January 23, 1996)
Jacobs International Octagon Portfolio Institutional Class Shares
(January 2, 1997)
MJI International Equity Portfolio Institutional Class Shares
(September 16, 1994)
MJI International Equity Portfolio Institutional Service Class Shares
(December 31, 1996)
TJ Core Equity Portfolio Institutional Service Class Shares
(September 28, 1995)
Incorporated by reference to Post-Effective Amendment No. 16 in Part A for
the Portfolio listed below are "Financial Highlights" for the periods from
the date indicated to the fiscal year ended March 31, 1997:
FPA Crescent Portfolio Institutional Class Shares (June 2, 1993)
FPA Crescent Portfolio Institutional Service Class Shares
(January 24, 1997)
<PAGE>
Incorporated by reference in Part B for the Portfolio listed below are
Financial Statements dated December 31, 1996 and June 30, 1997:
Heitman/PRA Real Estate Portfolio Institutional Class Shares
Heitman/PRA Real Estate Portfolio Advisor Class Shares
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in each Annual Report dated December 31, 1996 include:
(a) Statement of Assets and Liabilities as of December 31, 1996;
(b) Statement of Operations for the period ended December 31, 1996;
(c) Statement of Changes in Net Assets for the period ended December 31,
1996;
(d) Financial Highlights as of December 31, 1996;
(e) Notes to Financial Statements; and
(f) Reports of Independent Accountants.
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in each Semi-Annual Report dated June 30, 1997 include:
(a) Statement of Assets and Liabilities as of June 30, 1997;
(b) Statement of Operations for the period ended June 30, 1997;
(c) Statement of Changes in Net Assets for the Period ended June 30, 1997;
(d) Financial Highlights as of June 30, 1997; and
(e) Notes to Financial Statements.
INCORPORATED BY REFERENCE TO POST-EFFECTIVE AMENDMENT NO. 16 TO PART B FOR
THE PORTFOLIOS LISTED BELOW ARE FINANCIAL STATEMENTS DATED APRIL 30, 1997:
BHM&S Total Return Bond Portfolio Institutional Class Shares
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
Chicago Asset Management Value/Contrarian Portfolio Institional Class
Shares
Chicago Asset Management Intermediate Bond Portfolio Institional Class
Shares
IRC Enhanced Index Portfolio Institutional Class Shares
Jacobs International Octagon Portfolio Institutional Class Shares
MJI International Equity Portfolio Institutional Class Shares
MJI International Equity Portfolio Institutional Service Class Shares
TJ Core Equity Portfolio Institutional Service Class Shares
The Financial Statements for the above-referenced Portfolios for the time
periods set forth in each Portfolio's Annual Report dated April 30, 1997
include:
(a) Statement of Net Assets as of April 30, 1997;
(b) Statement of Operations for the period ended April 30, 1997;
(c) Statement of Changes in Net Assets for the period ended April 30, 1997;
(d) Financial Highlights as of April 30, 1997;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
Incorporated by reference to Post-Effective Amendment No. 16 to Part B for
the Portfolio listed below are Financial Statements dated March 31, 1997:
FPA Crescent Portfolio Institutional Class Shares
FPA Crescent Portfolio Institutional Service Class Shares
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in the Portfolio's Annual Report dated March 31, 1997
include:
(a) Statement of Net Assets as of March 31, 1997;
(b) Statement of Operations for the period ended March 31, 1997;
(c) Statement of Changes in Net Assets for the period ended March 31, 1997;
(d) Financial Highlights as of March 31, 1997;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(B) EXHIBITS
Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following reference is used: PEA16 = Post-Effective Amendment No. 16
filed on July 10, 1997, PEA15 = Post-Effective Amendment No. 15 filed on January
3, 1997, PEA14 = Post-Effective Amendment No. 14 filed on September 17, 1996,
PEA13 = Post-Effective Amendment No. 13 filed on August 28, 1996, PEA12 = Post-
Effective Amendment No. 12 filed on July 17, 1996, PEA11 = Post-Effective No. 11
filed on July 1, 1996, PEA10 = Post-Effective Amendment No. 10 filed on July 1,
1996, PEA9 = Post-Effective Amendment No. 9 filed on May 1, 1996, PEA8 = Post-
Effective Amendment No. 8 filed on March 13, 1996, PEA7 = Post-Effective
Amendment No. 7 filed on August 28, 1995, PEA4 = Post-Effective Amendment No. 4
filed on February 9, 1995, PEA3 = Post-Effective Amendment No. 3 filed on
December 14, 1994, PEA2 = Post-Effective Amendment No. 2 filed on November 25,
1994, PEA1 = Post-Effective Amendment No. 1 filed on November 15, 1994, RS =
original Registration Statement on Form N-1A filed on June 3, 1994 and Pre EA =
Pre-Effective Amendment No. 1 filed on August 24, 1994.
<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
- --------- ---------------------------
<S> <C>
1. Declaration of Trust RS
A. Certificate of Amendment to
Certificate of Trust PEA8
2. By-Laws RS
3. Not Applicable
4. Specimen Share Certificate PEA1, PEA2, PEA3, PEA4, PEA11, PEA12, PEA14, Filed herewith
5. Forms of Investment Advisory
Agreements RS, PEA1, PEA2, PEA3, PEA4, PEA12, PEA14, Filed herewith
6. A. Form of Distribution Agreement (UAM Funds RS
Distributors, Inc.)
B. Form of Distribution Agreement (ACG Capital Filed herewith
Corporation)
7. Not Applicable
8. Form of Custody Agreements RS
A. Global Custody Agreement PEA16
9. A. Fund Administration Agreement PEA13
B. Mutual Funds Service Agreement PEA16
10. Opinion and Consent of Counsel Pre EA
11. Consent of Independent Accountants
A. Consent of Independent Accountants (Price
Waterhouse LLP) with respect to December 31,
1996 Heitman Fund Annual Report Filed herewith
B. Consent of Independent Accountants (Arthur
Andersen) Filed herewith
C. Consent of Independent Accountants (Price
Waterhouse LLP) with respect to UAM Funds
Trust March 31, 1997 and April 30, 1997.
Annual Report. Filed Herewith
12. Other Financial Statements Not Applicable
13. Agreement for Providing Initial Capital Pre EA
14. Not Applicable
15. Not Applicable
16. Performance Quotation Schedules Filed herewith
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
- --------- ---------------------------
<S> <C>
18. Rule 18f-3 Multiple Class Plan PEA 8
24. Powers of Attorney RS, PEA7, PEA16
27. Financial Data Schedules for periods
ended:
A. December 31, 1996 Filed herewith
B. June 30, 1997 Filed herewith
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is not controlled by or under common control with any person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
NUMBER OF RECORD HOLDERS
TITLE OF CLASS OR SERIES AS OF DECEMBER 10, 1997
- ------------------------ -------------------------
<S> <C>
BHM&S Total Return Bond Portfolio Institutional
Class Shares............................................................. 5
BHM&S Total Return Bond Portfolio Institutional
Service Class Shares..................................................... 22
Chicago Asset Management Value/Contrarian Portfolio
Institutional Class Shares............................................... 33
Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares............................................... 10
Dwight Principal Preservation Portfolio Institutional Class Shares*....... 0
FPA Crescent Portfolio Institutional Class Shares......................... 1,473
FPA Crescent Portfolio Institutional Service Class Shares................. 38
Hanson Equity Portfolio Institutional Class Shares*....................... 0
Heitman/PRA Real Estate Portfolio Institutional Class Shares.............. 559
Heitman/PRA Real Estate Portfolio Advisor Class Shares.................... 2,256
IRC Enhanced Index Portfolio Institutional Class Shares................... 8
Jacobs International Octagon Portfolio Institutional Class Shares......... 1,130
MJI International Equity Portfolio Institutional Class Shares............. 46
MJI International Equity Portfolio Institutional Service Class Shares..... 19
TJ Core Equity Portfolio Institutional Service Class Shares............... 21
-----
Total..................................................................... 5,610
</TABLE>
*Portfolio or class has been authorized for sale of shares but has yet to begin
operations.
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
<PAGE>
Forms ADV filed by the investment advisers listed below with the Securities and
Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended,
on the dates and under the File numbers indicated:
<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- ---------
<S> <C> <C>
Jacobs Asset Management, L.P. April 15, 1997 801-49790
First Pacific Advisors, Inc. March 27, 1997 801-39512
Chicago Asset Management Company May 1, 1997 801-20197
Murray Johnstone International
Ltd. March 31, 1997 801-34926
Tom Johnson Investment
Management, Inc. January 21, 1997 801-42549
Dwight Asset Management Company May 20, 1997 801-45304
Investment Research Company February 14, 1997 801-31292
Hanson Investment Management
Company February 26, 1997 801-14817
Heitman/PRA Securities Advisors, ----------------- 801-48252
Inc.
Barrow, Hanley, Mewhinney &
Strauss, Inc. February 14, 1997 801-31237
</TABLE>
Jacobs Asset Management, L.P., First Pacific Advisors, Inc., Chicago Asset
Management Company, Murray Johnstone International Ltd., Tom Johnson Investment
Management, Inc., Dwight Asset Management Company, Investment Research Company,
Hanson Investment Management Company and Barrow, Hanley, Mewhinney & Strauss,
Inc. are affiliates of United Asset Management Corporation ("UAM"), a Delaware
corporation owning firms engaged primarily in institutional investment
management.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., the "UAM FSI" the firm which acts as
sole distributor of the Registrant's shares, also acts as sole distributor
for UAM Funds, Inc., Analytic Optioned Equity Fund, Inc. and The Analytic
Series Fund. ACG Capital Corporation ("ACG") acts as sole distributor of
the Heitman/PRA Real Estate Portfolio Advisor Class Shares.
(b) The information required with respect to each Director and officer of ACG
is incorporated by reference to Schedule A of Form BD filed by ACG pursuant
to the Securities and Exchange Act of 1934 (SEC File No. 8-47813).
(c) The information required with respect to each Director and officer of UAM
FSI is incorporated by reference to Schedule A of Form BD filed by the
Distributor pursuant to the Securities and Exchange Act of 1934 (SEC File
No. 8-41126).
(d) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
<PAGE>
(b) (i) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Dwight Principal Preservation Portfolio
Institutional Class Shares, within four to six months from the
commencement of operations of the Portfolio.
(ii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Hanson Equity Portfolio Institutional Class shares
within four to six months from the commencement of operations of the
Portfolio.
(iii) Not applicable (Heitman/PRA Real Estate Portfolio will continue
operations of an existing portfolio of another Registrant, after a
reorganization).
(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>
UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)
FILE NOS. 811-8544/33-79858
POST-EFFECTIVE AMENDMENT NO. 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4(a) Specimen Share Certificate - Institutional Class
Shares
4(b) Specimen Share Certificate - Advisor Class Shares
5 Form of Investment Advisory Agreement
6(B) Form of Distribution Agreement (ACG Capital
Corporation)
11(A) Consent of Independent Accountants (Price
Waterhouse LLP) with respect to December 31, 1996
Heitman Fund Annual Report
11(B) Consent of Independent Accountants (Arthur
Andersen)
11(C) Consent of Independent Accountants (Price
Waterhouse LLP) with respect to UAM Funds March 31,
1997 and April 30, 1997 Annual Reports.
16 Performance Quotation Schedules
27(A) Financial Data Schedules for period ended December
31, 1996
27(B) Financial Data Schedules for period ended June 30,
1997
</TABLE>
<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 15th day of December, 1997. The Registrant certifies that
it meets all of the requirements for effectiveness of this Amendment pursuant to
Rule 485(a)(2) 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:
<TABLE>
<CAPTION>
<S>
<C>
* , Chairman and President December 15, 1997
- -------------------
Norton H. Reamer
* , Trustee December 15, 1997
- -------------------
John T. Bennett, Jr.
* , Trustee December 15, 1997
- -------------------
Nancy J. Dunn
* , Trustee December 15, 1997
- -------------------
Philip D. English
* , Trustee December 15, 1997
- -------------------
William A. Humenuk
* , Trustee December 15, 1997
- -------------------
Charles H. Salisbury
* , Trustee December 15, 1997
- -------------------
Peter M. Whitman, Jr.
/s/Gary L. French , Treasurer December 15, 1997
- -------------------
Gary L. French
/s/Karl O. Hartmann December 15, 1997
- -------------------
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HEITMAN
REAL ESTATE FUND'S ANNUAL REPORT FOR THE HEITMAN/PRA INSTITUTIONAL CLASS DATED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL
REPORT DATED DECEMBER 31, 1996.
</LEGEND>
<CIK> 0000840084
<NAME> HEITMAN SECURITIES TRUST
<SERIES>
<NUMBER> 1
<NAME> HEITMAN REAL ESTATE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 116,418
<INVESTMENTS-AT-VALUE> 211,140
<RECEIVABLES> 2,485
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 213,647
<PAYABLE-FOR-SECURITIES> 4,114
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 453
<TOTAL-LIABILITIES> 4,567
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164,540
<SHARES-COMMON-STOCK> 19,059
<SHARES-COMMON-PRIOR> 11,694
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (182)
<ACCUM-APPREC-OR-DEPREC> 44,722
<NET-ASSETS> 209,080
<DIVIDEND-INCOME> 6,796
<INTEREST-INCOME> 623
<OTHER-INCOME> 0
<EXPENSES-NET> 1,868
<NET-INVESTMENT-INCOME> 5,551
<REALIZED-GAINS-CURRENT> 11,165
<APPREC-INCREASE-CURRENT> 34,985
<NET-CHANGE-FROM-OPS> 51,701
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,249
<DISTRIBUTIONS-OF-GAINS> 4,677
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,898
<NUMBER-OF-SHARES-REDEEMED> 4,543
<SHARES-REINVESTED> 376
<NET-CHANGE-IN-ASSETS> 107,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,143)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,868
<AVERAGE-NET-ASSETS> 101,673
<PER-SHARE-NAV-BEGIN> 8.65
<PER-SHARE-NII> .37
<PER-SHARE-GAIN-APPREC> 2.82
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .88
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.96
<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HEITMAN
REAL ESTATE FUND'S ANNUAL REPORT FOR THE ADVISOR CLASS DATED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL REPORT DATED
DECEMBER 31, 1996.
</LEGEND>
<CIK> 0000840084
<NAME> HEITMAN SECURITIES TRUST
<SERIES>
<NUMBER> 1
<NAME> HEITMAN REAL ESTATE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 166,418
<INVESTMENTS-AT-VALUE> 211,140
<RECEIVABLES> 2,485
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 213,647
<PAYABLE-FOR-SECURITIES> 4,114
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 453
<TOTAL-LIABILITIES> 4,567
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164,540
<SHARES-COMMON-STOCK> 19,059
<SHARES-COMMON-PRIOR> 11,694
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (182)
<ACCUM-APPREC-OR-DEPREC> 44,722
<NET-ASSETS> 209,080
<DIVIDEND-INCOME> 6,796
<INTEREST-INCOME> 623
<OTHER-INCOME> 0
<EXPENSES-NET> 1,868
<NET-INVESTMENT-INCOME> 5,551
<REALIZED-GAINS-CURRENT> 11,165
<APPREC-INCREASE-CURRENT> 34,985
<NET-CHANGE-FROM-OPS> 51,701
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,925
<DISTRIBUTIONS-OF-GAINS> 2,752
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,164
<NUMBER-OF-SHARES-REDEEMED> 962
<SHARES-REINVESTED> 429
<NET-CHANGE-IN-ASSETS> 107,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,143)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,868
<AVERAGE-NET-ASSETS> 35,716
<PER-SHARE-NAV-BEGIN> 8.67
<PER-SHARE-NII> .31
<PER-SHARE-GAIN-APPREC> 2.84
<PER-SHARE-DIVIDEND> .84
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.98
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000840084
<NAME> HEITMAN REAL ESTATE FUND
<SERIES>
<NUMBER> 1
<NAME> HEITMAN/PRA INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 178,178
<INVESTMENTS-AT-VALUE> 209,483
<RECEIVABLES> 1,609
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 211,096
<PAYABLE-FOR-SECURITIES> 1,669
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 654
<TOTAL-LIABILITIES> 2,323
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156,091
<SHARES-COMMON-STOCK> 11,841
<SHARES-COMMON-PRIOR> 11,790
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,035)
<ACCUMULATED-NET-GAINS> 22,412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,305
<NET-ASSETS> 208,773
<DIVIDEND-INCOME> 3,778
<INTEREST-INCOME> 374
<OTHER-INCOME> 0
<EXPENSES-NET> 1,269
<NET-INVESTMENT-INCOME> 2,883
<REALIZED-GAINS-CURRENT> 22,594
<APPREC-INCREASE-CURRENT> (13,417)
<NET-CHANGE-FROM-OPS> 12,060
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,642)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,693
<NUMBER-OF-SHARES-REDEEMED> 1,724
<SHARES-REINVESTED> 82
<NET-CHANGE-IN-ASSETS> (307)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (182)
<GROSS-ADVISORY-FEES> 703
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,269
<AVERAGE-NET-ASSETS> 130,694
<PER-SHARE-NAV-BEGIN> 10.96
<PER-SHARE-NII> 0.17
<PER-SHARE-GAIN-APPREC> 0.53
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 1.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000840084
<NAME> HEITMAN REAL ESTATE FUND
<SERIES>
<NUMBER> 2
<NAME> ADVISOR CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 178,178
<INVESTMENTS-AT-VALUE> 209,483
<RECEIVABLES> 1,609
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 211,096
<PAYABLE-FOR-SECURITIES> 1,669
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 654
<TOTAL-LIABILITIES> 2,323
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156,091
<SHARES-COMMON-STOCK> 6,407
<SHARES-COMMON-PRIOR> 7,269
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,035)
<ACCUMULATED-NET-GAINS> 22,412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,305
<NET-ASSETS> 208,773
<DIVIDEND-INCOME> 3,778
<INTEREST-INCOME> 374
<OTHER-INCOME> 0
<EXPENSES-NET> 1,269
<NET-INVESTMENT-INCOME> 2,883
<REALIZED-GAINS-CURRENT> 22,594
<APPREC-INCREASE-CURRENT> (13,417)
<NET-CHANGE-FROM-OPS> 12,060
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,276
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,256
<NUMBER-OF-SHARES-REDEEMED> 5,221
<SHARES-REINVESTED> 104
<NET-CHANGE-IN-ASSETS> (307)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (182)
<GROSS-ADVISORY-FEES> 703
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,269
<AVERAGE-NET-ASSETS> 72,302
<PER-SHARE-NAV-BEGIN> 10.98
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 0.52
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.19)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.45
<EXPENSE-RATIO> 1.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
Exhibit 4(a)
NUMBER SHARES
[ ] [ ]
UAM FUNDS TRUST
HEITMAN/PRA REAL ESTATE PORTFOLIO
INSTITUTIONAL CLASS SHARES
SHARES OF BENEFICIAL INTEREST,
WITHOUT PAR VALUE
CUSIP #:
THIS CERTIFIES THAT
SPECIMEN ORGANIZED UNDER
THE LAWS OF THE
STATE OF DELAWARE
IS THE OWNER OF
TRANSFERABLE ONLY ON THE BOOKS OF THE ABOVE TRUST BY THE HOLDER
HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AGREEMENT
AND DECLARATION OF TRUST OF UAM FUNDS TRUST TO ALL OF WHICH THE
HOLDER BY ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE IS NOT
VALID UNTIL COUNTERSIGNED BY THE SUB-TRANSFER AGENT. WITNESS, THE
FACSIMILE SEAL OF UAM FUNDS TRUST AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED:
THE CHASE MANHATTAN BANK,
SUB-TRANSFER AGENT AND REGISTRAR
SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS TRUST
THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER UPON REQUEST
A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF
THE STOCK OF EACH CLASS WHICH THE PORTFOLIO IS AUTHORIZED TO ISSUE.
SUCH REQUEST MAY BE MADE TO THE SUB-TRANSFER AGENT OF THE COMPANY AT
ITS OFFICE IN BOSTON, MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON
THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH
THEY WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR
REGULATIONS.
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT________________ Custodian______________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivorship and not as tenants in common ______________
(State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
- --------------------------------------------------------------------------------
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19 ____
SIGNATURE GUARANTEED
-----------------------------------
- ------------------------------------------
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
Exhibit 4(b)
NUMBER SHARES
[ ] [ ]
UAM FUNDS TRUST
HEITMAN/PRA REAL ESTATE PORTFOLIO
ADVISOR CLASS SHARES
SHARES OF BENEFICIAL INTEREST,
WITHOUT PAR VALUE
CUSIP #:
THIS CERTIFIES THAT
SPECIMEN ORGANIZED UNDER
THE LAWS OF THE
STATE OF DELAWARE
IS THE OWNER OF
TRANSFERABLE ONLY ON THE BOOKS OF THE ABOVE TRUST BY THE HOLDER
HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AGREEMENT
AND DECLARATION OF TRUST OF UAM FUNDS TRUST TO ALL OF WHICH THE
HOLDER BY ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE IS NOT
VALID UNTIL COUNTERSIGNED BY THE SUB-TRANSFER AGENT. WITNESS, THE
FACSIMILE SEAL OF UAM FUNDS TRUST AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
DATED: COUNTERSIGNED AND REGISTERED:
THE CHASE MANHATTAN BANK,
SUB-TRANSFER AGENT AND REGISTRAR
SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>
UAM FUNDS TRUST
THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER UPON REQUEST
A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF
THE STOCK OF EACH CLASS WHICH THE PORTFOLIO IS AUTHORIZED TO ISSUE.
SUCH REQUEST MAY BE MADE TO THE SUB-TRANSFER AGENT OF THE COMPANY AT
ITS OFFICE IN BOSTON, MASSACHUSETTS.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON
THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH
THEY WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR
REGULATIONS.
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT ______________ Custodian_______________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivorship and not as tenants in common ___________
(State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
- --------------------------------------------------------------------------------
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________ 19___
SIGNATURE GUARANTEED
----------------------------
- --------------------------------------------
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>
Exhibit 5
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
HEITMAN/PRA REAL ESTATE PORTFOLIO
AGREEMENT made this______ day of _______, 1998 by and between UAM
Funds Trust, a Delaware business trust, (the "Fund") and Heitman/PRA Securities
Advisors, Inc., an Illinois corporation, (the "Adviser") .
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Heitman/PRA Real Estate Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
1
<PAGE>
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: %.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
2
<PAGE>
Exhibit 6B
UAM FUNDS TRUST
DISTRIBUTION AGREEMENT
(Advisor Class Shares)
THIS DISTRIBUTION AGREEMENT is made as of the ____ day of _____________,
between UAM Funds Trust, a Delaware business trust (the "Trust"), having its
principal place of business in Boston, Massachusetts on behalf of the UAM
Heitman Portfolio (the "Fund"), and ACG Capital Corporation, a corporation
organized under the laws of the State of California (the "Distributor"), having
its principal place of business in Walnut Creek, California.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized (i) to issue shares of beneficial interest in separate series
("Series"), with the shares of each such series representing the interest in a
separate portfolio of securities and other assets, and (ii) to divide such
shares of beneficial interest of each such series into two or more classes;
WHEREAS, at the present time, the Fund is authorized to issue two classes
of shares designated as UAM Heitman Portfolio "Institutional Class" shares and
"Advisor Class" shares;
WHEREAS, the Trust wishes to employ the services of Distributor with
respect to the Advisor Class of the Fund; and
WHEREAS, the Distributor wishes to provide distribution services to the
Trust with respect to the Advisor Class of shares of the Fund as set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Sale of Shares. The Trust grants to the Distributor the right to sell
shares of beneficial interest, no par value per share, of the Advisor Class of
the Fund (the "Advisor Class Shares" or the "Shares") during the term of this
Agreement and subject to the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and of the laws governing the sale of
securities in various states (the "Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as principal, the
Advisor Class Shares authorized for issue and registered under the 1933 Act and
applicable Blue Sky Laws; and (ii) shall sell such Shares only in compliance
with the terms set forth in the Trust's currently effective registration
statement and any Plan of Distribution of the Trust or its Series ("Plan") as
may be in effect from time to time and any further limitations the Trustees of
the Trust may impose. Distributor may enter into selling agreements with
selected dealers and others for the sale of Advisor Class Share and will act
only on its own behalf as principal in entering into such selling agreements.
<PAGE>
7. Authorized Representations. The Distributor is not authorized by the
Trust to give any information or to make any representations other than those
contained in the appropriate registration statements, Prospectuses or SAIs filed
with the Securities and Exchange Commission under the 1933 Act and applicable
Blue Sky Laws (as those registration statements, Prospectuses and SAIs may be
amended from time to time), or contained in shareholder reports or other
material that may be prepared by or on behalf of the Trust for the Distributor's
use. This shall not be construed to prevent the Distributor from preparing and
distributing, in compliance with applicable laws and regulations, sales
literature or other material as it may deem appropriate. Distributor will
furnish or cause to be furnished copies of such sales literature or other
material to the President of the Trust or his designee and will provide him with
reasonable opportunity to comment on it. Distributor agress to take appropriate
action to cease using such sales literature or other material to which the Trust
reasonably objects as promptly as practicable after receipt of the objection.
Distributor further agrees that in connection with the offer and sale of
Shares, Distributor shall comply with all applicable federal and state
securities laws (including, without limitation, the maintenance of effective
broker-dealer registration as required) and shall comply with the requirements
of the Rules of Fair Practice of the National Association of Securities Dealers,
Inc.
8. Registration of Shares. The Trust agrees that it will use its best
efforts to register Shares under the 1933 Act (subject to the necessary
approval, if any, of its shareholders) and to qualify and maintain the
registration and qualification of an appropriate number of shares under the
securities laws of such states so that there will be available for sale the
number of Shares the Distributor may reasonably be expected to sell Distributor
shall furnish such information and other materials relating to its affairs and
activities as shall be required by the Trust in connection with such
registration and qualification. The Trust agrees that it will notify Distributor
of each state where the Shares are qualified or registered for sale, and the
Distributor agrees that it will not offer or sell Shares in any state where it
has not been notified that the offer or sale of Shares has been so qualified or
registered. The Trust shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares of each
series of the Trust.
9. Expenses, Compensation and Reimbursement.
(a) The Trust shall pay fees and expenses:
(i) in connection with the preparation, setting in type and filing
of any registration statement, Prospectus and SAI under the 1933 Act, and any
amendments thereto, for the issue of its Shares;
<PAGE>
10. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor
and each of its directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon: (i) any violation of the Trust's representations or
covenants herein contained; (ii) any allegation of any wrongful act of the Trust
or any of its representatives (other than the Distributor or any of its
employees or representatives or any other person for whose acts the Distributor
is responsible or is alleged to be responsible (including any selected dealer or
person through whom sales made pursuant to an agreement with the Distributor));
(iii) any allegation of any person acquiring any Shares, based upon the 1933 Act
or any other statute or common law, that the registration statements,
Prospectuses, SAIs, or shareholder reports of the Trust included an untrue
statement of a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading, except to
the extent the statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor; or (iv) any allegation that any advertising material
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements not
misleading, to the extent that such statement or omission was made in reliance
upon, and in conformity with, information furnished in writing to the
Distributor by the Trust. In no case (i) is the indemnity of the Trust in favor
of the Distributor or any person indemnified to be deemed to protect the
Distributor or any person against any liability to the Trust or its security
holders to which the Distributor or such person would otherwise be subject by
reason of willful misfeasance, bad faith or ordinary negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this Section 10(a) with respect to
any claim made against the Distributor or any person indemnified unless the
Distributor or person, as the case may be, shall have notified the Trust in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Distributor or any such person or after the Distributor or
such person shall have received notice of service on any designated agent.
However, except to the extent the Trust is harmed thereby, failure to notify the
Trust of any claim shall not relieve the Trust from any liability which it may
have to the Distributor or any person against whom such action is brought other
than on account of its indemnity agreement contained in this Section 10(a). The
Trust shall be entitled to participate at its own expense in the defense, or,
if it so elects, to assume the defense of any suit brought to enforce any
claims, but if the Trust elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor, or person
or persons, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any suit and retain counsel, the Distributor, officers
or directors or controlling person(s) or defendant(s) in the suit,
<PAGE>
satisfactory to the Trust, to its officers and Trustees and to any controlling
person(s) or any defendant(s) in the suit. In the event the Distributor elects
to assume the defense of any suit and retain counsel, the Trust or controlling
person(s) or defendant(s) in the suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the Trust, its officers or
Trustees, controlling person(s) or defendant(s) in the suit, for the reasonable
fees and expenses of any counsel retained by them. The Distributor agrees to
notify the Trust promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the Shares.
(c) The indemnities granted by the parties in this Section 10 shall
survive the termination of this Agreement.
11. Effectiveness, Termination, etc. This Agreement shall become effective
as of the date of (i) the date on which an amendment to the registration
statement on Form N-1A with respect to the Advisor Class Shares becomes
effective under the 1933 Act, or (ii) the date on which such class commences
offering its Shares to the public, and unless terminated as provided, shall
continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the Trust, and (ii)
the vote of a majority of those Trustees of the Trust who are not interested
persons of the Trust and who are not parties to this Agreement or interested
persons of any party, cast in person at a meeting called for the purpose of
voting on the approval. This Agreement shall automatically terminate in the
event of its assignment. As used in this Section 11, the terms "vote of a
majority of the outstanding voting securities," "assignment" and interested
person" shall have the respective meanings specified in the 1940 Act and the
rules enacted thereunder as now in effect or as hereafter amended. In addition
to termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated without the payment of any penalty by
vote of a majority of the Trustees of the Trust who are not interested persons
of the Trust, or by vote of a majority of the outstanding voting securities of
the Trust, on not more than sixty (60) days' written notice by the Trust. This
Agreement may be terminated by the Distributor upon not less than sixty (60)
days' prior written notice to the Trust.
12. Insurance. This Distributor shall maintain insurance coverage in such
amount and in such forms as the Trust reasonably determines against any and all
liabilities which may arise in connection with the performance of the
Distributor's duties hereunder. Upon request, the Distributor shall provide to
the Trust evidence of such coverage.
13. Notice. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail, postage
prepaid, to the other party to this Agreement at its principal place of
business.
14. Severability. If any provision of this Agreement shall be held or made
invalid by
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information containing parts of this Post-Effective
Amendment No. 17 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 14, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of Heitman Real Estate Fund, which is also incorporated
by reference in the Registration Statement. We also consent to the reference to
us under the headings "Financial Highlights" and "Independent Accountants" in
the Prospectus and under the heading "Financial Statements" in the Statement of
Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
December 12, 1997
<PAGE>
Exhibit B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 26, 1996, on the December 31, 1995
financial statements of the Heitman/PRA Real Estate Portfolio, incorporated by
reference in the Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A of the Heitman/PRA Real Estate Portfolio (File No. 33-79858), and
to all references to our firm included in or made part of Post-Effective
Amendment No. 17 to the Registration Statement File No. 33-79858.
/s/ Arthur Andersen LLP
Philadelphia, Pa.
December 12, 1997
<PAGE>
Exhibit 11(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 17 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated May 12, 1997 and June 9, 1997, relating to the
financial statements and financial highlights appearing in the March 31, 1997
and April 31, 1997 Annual Reports to Shareholders of the 9 portfolios comprising
UAM Funds Trust, which are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants," and "Reports" in the Prospectuses and
under the heading "Financial Statements" in the Statements of Additional
Information.
Price Waterhouse LLP
Boston, Massachusetts
December 15, 1997
<PAGE>
Exhibit 16
Schedule or Computation of Performance Quotations
Heitman/PRA Real Estate Portfolio - Institutional Class Shares
1. Average Annual Return (As of June 30, 1997)
at Maximum Offering Price
P (1+T)/N/ = ERV
Where: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year Five Years 01/04/89
-------- ---------- --------
P = $1,000 P = $1,000 P = $1,000
T = 6.42% T = 17.92% T = 10.37%
N = 1 year N = 5 years N = 8.49 years
ERV = $1,064 ERV = $1,754 ERV = $2,311
<PAGE>
Exhibit 16
Schedule or Computation of Performance Quotations
Heitman/PRA Real Estate Portfolio Advisor Class Shares
1. Average Annual Return (As of June 30, 1997)
at Maximum Offering Price
P (1+T)/N/ = ERV
Where: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year 05/15/95
-------- --------
P = $1,000 P = $1,000
T = 6.07% T = 23.63%
N = 1 year N = 2.13 years
ERV = $1,061 ERV = $1,571
2. Yield (30 days ending April 30, 1997)
Yield = 2[((a-b)/(c*d)+1)/6/-1]
Where: a = $23,643
b = $2,577
c = 399,832
d = $9.95
Yield = 6.44%
