<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1998
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. 22 /X/
And/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 23 /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
Michael E. DeFao, Secretary
UAM Fund Services, Inc.
211 Congress Street
Boston, Massachusetts 02110
(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.
<PAGE>
PART A
UAM FUNDS TRUST
The following Prospectus is included in this Post-Effective Amendment No. 22:
. PR Mid Cap Growth Portfolio
The following Prospectuses are contained in Post-Effective Amendment No. 21
filed June 19, 1998:
. Heitman Real Estate Portfolio Institutional Class Shares
. Heitman Real Estate Portfolio Advisor class Shares
The following Prospectus is contained in Post-Effective Amendment No. 20 filed
March 26, 1998:
. Hanson Equity Portfolio Institutional Class Shares
The following Prospectus is contained in Post-Effective Amendment No. 18 filed
January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
The following Prospectuses are contained in Post-Effective Amendment No. 16
filed on July 10, 1997:
<TABLE>
<S> <C>
. 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 share
. FPA Crescent Portfolio Institutional service 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
</TABLE>
The following Prospectus is contained in Post-Effective Amendment No. 2 filed on
November 25, 1994:
. Dwight Principal Preservation Portfolio Institutional Class Shares
<PAGE>
UAM FUNDS
Prospectus
1998
PR MID-CAP GROWTH PORTFOLIO
Institutional Class Shares
UAM
<PAGE>
UAM FUNDS PR MID-CAP GROWTH PORTFOLIO
INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------
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 of shares
(known as "Portfolios"), each of which has different investment objectives and
policies. The PR Mid-Cap Growth Portfolio currently offers only one class of
shares. The securities offered in this Prospectus are Institutional Class
Shares of a diversified, no-load Portfolio of the Fund managed by Pell, Rudman
Trust Company, N.A.
PR MID-CAP GROWTH PORTFOLIO. The objective of the PR Mid-Cap Growth Portfo-
lio (the "Portfolio") is to provide capital appreciation. The primary focus of
the Portfolio is on quality growth companies with medium market capitaliza-
tions (i.e., companies with market capitalizations that fall within the range
of the Russell Mid-Cap Growth Index at the time of investment).
There can be no assurance that the Portfolio will achieve its stated objec-
tive.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Portfolio has been filed with the
Securities and Exchange Commission. 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 1-800-638-7983.
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 OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Estimated Fund Expenses..................................................... 1
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Investment Objective........................................................ 4
Investment Policies......................................................... 4
Other Investment Policies................................................... 6
Investment Limitations...................................................... 9
Purchase of Shares.......................................................... 10
Redemption of Shares........................................................ 14
Shareholder Services........................................................ 16
Valuation of Shares......................................................... 18
Performance Calculations.................................................... 18
Dividends, Capital Gains Distributions and Taxes............................ 19
Investment Adviser.......................................................... 20
Adviser's Historical Performance............................................ 22
Administrative Services..................................................... 23
Distributor................................................................. 24
Portfolio Transactions...................................................... 24
General Information......................................................... 25
UAM Funds -- Institutional Class Shares..................................... 27
</TABLE>
<PAGE>
ESTIMATED FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Institutional Class Shares will incur. The Portfolio does not
charge shareholder transaction fees. However, 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>
<S> <C>
Sales Load Imposed on Purchases............................................ NONE
Sales Load Imposed on Reinvested Dividends................................. NONE
Deferred Sales Load........................................................ NONE
Redemption Fees............................................................ NONE
Exchange Fee............................................................... NONE
</TABLE>
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<S> <C>
Investment Advisory Fees (After Fee Waiver).............................. 0.88%
12b-1 Fees............................................................... NONE
Other Expenses........................................................... 0.42%
----
Total Operating Expenses (After Fee Waiver).............................. 1.30%+
====
</TABLE>
- -----------
+ The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolio, if necessary, in
order to reduce its expense ratio. As of the date of this Prospectus, the
Adviser has agreed to keep the Portfolio's Institutional Class Shares from
exceeding 1.30% of average daily net assets. Absent the fee waiver and ex-
penses assumed by the Adviser, Investment Advisory Fees and Total Operating
Expenses would be 1.00% and 1.42%, respectively.
The table above shows various fees and expenses that a shareholder of the
Portfolio would bear directly or indirectly. The expenses and fees set forth
above are based on estimated amounts for its first year of operations, based
upon assumed average daily assets of $100 million. The effect of expense off-
sets is excluded.
1
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EXAMPLE
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. As noted in the ta-
ble above, the Portfolio charges no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
PR Mid-Cap Growth Portfolio Institutional Class Shares..... $13 $41
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.
2
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Pell, Rudman Trust Company, N.A., (the "Adviser") a nationally chartered
trust company formed in 1980, serves as investment adviser to PR Mid-Cap
Growth Portfolio. The Adviser provides comprehensive and integrated financial
services to individuals and selected institutional clients. (See "INVESTMENT
ADVISER.")
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 permitted by the officers of the
Fund. (See "PURCHASE OF SHARES.")
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment 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 redemp-
tion request. The redemption price maybe more or less than the purchase price.
Shares of the Portfolio may be exchanged for shares of the same class of any
other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE
PRIVILEGE.")
ADMINISTRATIVE SERVICES
UAM Fund Services Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation, is responsible for performing and overseeing adminis-
tration, fund accounting, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service providers. (See
"ADMINISTRATIVE SERVICES.")
3
<PAGE>
RISK FACTORS
The value of the Portfolio's shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors should consider the following: (1) The Portfolio may invest in secu-
rities of foreign issuers, which will be subject to additional risk factors
not applicable to securities of U.S. issuers (See "OTHER INVESTMENT POLI-
CIES"); (2) In general, the Portfolio will not trade for short-term profits,
however, when circumstances warrant, investments may be sold without regard to
the length of time held. High rates of portfolio turnover may result in addi-
tional transaction costs and the realization of capital gains. (See "OTHER IN-
VESTMENT POLICIES"); and (3) The Portfolio may use various investment practic-
es, that involve special consideration, including investing in repurchase
agreements, when-issued, forward delivery and delayed settlement securities
and lending of securities. (See "OTHER INVESTMENT POLICIES").
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to provide long-term capital
appreciation. The primary focus of the Portfolio is on quality growth compa-
nies with medium market capitalizations (i.e., companies with market capital-
izations within the range of the Russell Mid-Cap Growth Index at the time of
investment).
There can be no assurance that the Portfolio will achieve its stated objec-
tive.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing at least 65% of
its assets, under normal circumstances, in a diversified portfolio of common
stocks of companies with market capitalizations between $200 million and $10
billion at the time of initial purchase. The Portfolio may also invest in con-
vertible bonds or convertible preferred stocks.
The Adviser believes that the Portfolio can add value over time by investing
in high-quality mid-cap growth companies. The Adviser emphasizes bottom-up,
fundamental stock selection that focuses on companies which can deliver
consistently strong earnings growth, cash flow growth, and return on equity.
Importantly, the Adviser looks for a proven history of growth in the companies
in which the Portfolio invests, because it believes that such a history is
indicative of the value of the underlying franchise or market position. These
companies typically have a proprietary product or business approach that
allows them to be leaders within their respective industries. In addition, the
Adviser emphasizes diversification in terms of sector exposure as well as the
number of securities held, and normally expects low turnover of holdings.
4
<PAGE>
The Adviser expects that stocks selected for the portfolio will provide an
attractive tradeoff between risk and return. The Adviser identifies catalysts
for each stock and uses those criteria to decide whether the Portfolio should
buy or hold a particular security. This is an important criteria in selecting
those stocks that do and do not get purchased for the portfolio. In narrowing
potential candidates, The Adviser looks for companies that will outperform in
the future [and/or] possess a catalyst that will allow the stock to recognize
its potential. In addition, the Adviser constantly evaluates companies in
terms of growth characteristics relative to valuations, that is, by examining
the price/earnings to growth rate of current portfolio holdings and potential
purchase candidates.
The Adviser screens the Portfolio weekly for potential securities to sell
using both fundamental and quantitative criteria.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Ratings
Services ("S&P") or Prime-1 or Prime-2 by Moody's Investors Service, Inc.
("Moody's") or if unrated, determined by the Adviser to be of comparable qual-
ity.
The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts 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 en-
tering into these investments on a joint basis, a Portfolio may earn a higher
rate of return on investments relative to what it could earn individually.
The Fund has received permission from the SEC for each of its Portfolios to
invest, 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 COMPA-
NIES.")
5
<PAGE>
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to sell it back at an agreed upon price plus an agreed upon market rate of in-
terest. Under a repurchase agreement, the seller is also 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 securi-
ties to ensure that the value is in compliance with the previous sentence.
The use of repurchase agreements involves certain risks. For example, a de-
fault by the seller under an 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 ex-
pected that they can be controlled through stringent security selection crite-
ria 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 re-
turn 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. The Portfolio will not loan securities
to the extent that greater than one-third of its total 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
by the Adviser 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 Portfolio 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.
6
<PAGE>
WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. "Delayed settlement" is a term used to describe settle-
ment of a securities transaction in the secondary market which will occur
sometime in the future. No payment or delivery is made by a Portfolio until it
receives delivery or payment from the other party to any of the above transac-
tions. It is possible that the market price of the securities at the time of
delivery may be higher or lower than the purchase price. The Portfolio will
maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Such segregated securi-
ties will either mature or, if necessary, be sold on or before the settlement
date. Typically, no income accrues on securities purchased on a delayed deliv-
ery basis prior to the time delivery is made although the Portfolio may earn
income on securities it has deposited in a segregated account.
The Portfolio may engage in these types of purchases in order to buy securi-
ties that fit with its investment objective at attractive prices--not to in-
crease its investment leverage.
PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 50%. In addition to portfo-
lio trading costs, higher rates of portfolio turnover may result in the reali-
zation of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX-
ES" for information on taxation). The Portfolio will not normally engage in
short-term trading, but reserves the right to do so.
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 Portfolio's total as-
sets 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 com-
pany. The Portfolio will indirectly bear its proportionate share of any man-
agement 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 Portfo-
lios 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 re-
strictions. Based
7
<PAGE>
upon the 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.
FOREIGN SECURITIES
The Portfolio may purchase foreign securities that are listed on a principal
foreign securities exchange or over-the-counter market, represented by Ameri-
can Depositary Receipts (ADR's) listed on a domestic securities exchange, or
traded in the United States over-the-counter market. The portfolio will not
hold foreign currency as an investment or invest in forward foreign currency
contracts.
There may be less publicly available information about these issuers than is
available about companies in the U.S. and foreign auditing requirements may
not be comparable to those in the U.S. In addition, the value of the foreign
securities may be adversely affected by movements in the exchange rates be-
tween foreign currencies and the U.S. dollar, as well as other political and
economic developments, including the possibility of expropriation, confisca-
tory taxation, exchange controls or other foreign governmental restrictions.
The portfolio may also invest in securities of foreign issuers which are
listed on a domestic national securities exchange.
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 in-
stitutional investors under Rule 144A of the Securities Act of 1933 (the "1933
Act"). Under the supervision of the Fund's Board of Trustees, the Adviser de-
termines the liquidity of such investments by considering all relevant fac-
tors. Provided that a dealer or institutional trading market in such securi-
ties exists, these restricted securities are not treated as illiquid securi-
ties for purposes of a Portfolio's investment limitations. The Portfolio may
also invest up to 15% of its net assets in illiquid securities. Prices real-
ized from sales of these securities could be more or less than those origi-
nally paid by the Portfolio or less than what may be considered the fair value
of such securities.
Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Trustees may
change such policies without an affirmative vote of a majority of the out-
standing voting securities of the Portfolio, as defined in the Investment Com-
pany Act of 1940 ("1940 Act").
8
<PAGE>
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 in-
terest by the U.S. Government or any agency or instrumentality there-
of);
(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 secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies
when the Portfolio adopts a temporary defensive position;
(e) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 15% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not incon-
sistent with the 1940 Act and the Rules and Regulations or interpreta-
tions of the SEC thereunder;
(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's gross 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
(g) 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 investment objective of the Portfolio is nonfundamental and may be
changed without shareholder approval. Except for limitations (a), (b), (d),
(e) and (f)(i), the Portfolio's investment limitations and policies described
in this Prospectus and in the SAI are not fundamental and may be changed by
the Fund's Board of Trustees upon reasonable notice to investors. All other
investment limitations described here and in the SAI are fundamental policies
and may be changed only with the approval of the holders of a majority of the
outstanding shares of the Portfolio. If a percentage limitation on investment
or utilization of assets as set forth above is adhered to at the time an in-
vestment is made, a later change in percentage resulting from changes in the
value or total cost of the Portfolio's assets will not be considered a viola-
tion of the restriction.
9
<PAGE>
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 Portfolio and payment is re-
ceived by the Fund or a designated Service Agent. (See "VALUATION OF SHARES.")
The minimum initial investment required is $2,500. The minimum initial invest-
ment for IRA accounts is $500. The minimum initial investment for spousal IRA
accounts is $250. Certain exceptions may be permitted 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 pur-
chased directly from the Fund or the Distributor. Service Agents may provide
shareholder services to their customers that are not available to a share-
holder dealing directly with the Fund. A salesperson and any other person en-
titled 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, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company, by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.
10
<PAGE>
INITIAL INVESTMENTS
BY MAIL
. Complete and sign an Application 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 your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment need not 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. The Fund will not accept third-party checks to pur-
chase shares of the Portfolios. If you purchase shares by check, please be
sure that your check is made payable to the "UAM Funds."
BY WIRE
. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, Portfolio selected, amount being wired and the name of the bank
wiring the funds. The call must be received prior to the close of regu-
lar trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern Time) to receive that day's price. An account number and a wire
control number will then be provided to you in addition to wiring in-
structions. 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
Your Account Name
Wire Control Number
(assigned by the UAM Funds Service Center)
. Forward a completed Application 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.
. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the
11
<PAGE>
right to charge investors for receipt of wired funds, but no charge is
currently imposed by this service. It is necessary to obtain a new wire
control number every time money is wired into an account in the Portfo-
lio. Wire control numbers are effective for one transaction only and
cannot be used more than once. Wired money that is not properly identi-
fied with a currently effective wire control number will be returned to
the bank from which it was wired and will not be credited to the share-
holder's account.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to "UAM Funds") or by wiring
money to the Custodian Bank as outlined above. When making additional invest-
ments, 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 in-
vestments, notify the Fund by calling the number on the cover of this Prospec-
tus. Mail orders should include, when possible, the "Invest by Mail" stub
which accompanies any Fund confirmation statement.
PURCHASE BY ACH
If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction.
(See "SHAREHOLDER SERVICES--AUTOMATIC INVESTMENT PLAN.")
OTHER PURCHASE INFORMATION
Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) will be invested at the 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. The Portfolio is intended to be a long-term investment vehicle and is
not designed to provide investors with a means of speculation on short-term
market movements. A pattern of frequent purchases can be disruptive to effi-
cient portfolio management and, consequently, can be detrimental to the Port-
folio's performance and shareholders. Accordingly, if the Fund's management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other portfolios of the UAM Funds.
12
<PAGE>
Purchases of shares will be made in full and fractional shares of the Port-
folio 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 the Portfolio may be purchased in ex-
change 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 detailed under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a Portfo-
lio in exchange for securities will be issued at net asset value determined as
of the same time. All dividends, interest, subscription, or other rights per-
taining 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. Securi-
ties 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 in-
cluded 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 restric-
tions upon their sale by the Portfolio under the 1933 Act, or oth-
erwise; and
. the value of any such securities (except U.S. Government securi-
ties) 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 secu-
rities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.
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 re-
demption 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:
13
<PAGE>
. 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 regis-
tered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pen-
sion 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 Application; 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); and
. 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 re-
quiring 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. 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, liabili-
ty, 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);
14
<PAGE>
. 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 institu-
tion which participates in a signature guarantee program. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securi-
ties exchanges, registered securities associations, clearing agencies and sav-
ings 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
The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when either the NYSE and Custodian Bank are closed, or
under any emergency circumstances determined by the SEC.
If the Fund's 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 in-
cur brokerage charges on the sale of portfolio securities received in payment
of redemptions.
The Portfolio reserves the right to liquidate any account that is below 50
percent of the required minimum initial investment account for the Portfolio
as set forth in the Prospectus, where the reduction in value has occurred due
to a redemption or exchange out of the account. If at any time your total in-
vestment does not have a value of at least 50 percent of the required minimum
initial investment amount, you may be notified that the value of your account
is below the Portfolio's minimum account balance requirement. You would then
be allowed 60 days to make an additional investment before the account is liq-
uidated. Retirement accounts and certain other accounts will not be subject to
automatic liquidation. Reductions in value that result solely from market ac-
tivity will not trigger an involuntary redemption.
15
<PAGE>
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for Institu-
tional Class Shares of any other UAM Funds Portfolio. (See the list of Portfo-
lios of the UAM Funds Institutional Class Shares at the end of this Prospec-
tus.) 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 and policies 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 ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the NYSE (generally 4:00 p.m. EST) will be proc-
essed as of the close of business on the same day. Requests received after the
close of regular trading on the NYSE will be processed on the next business
day. For additional information regarding responsibility for the authenticity
of telephone instructions, see "REDEMPTIONS OF SHARES BY TELEPHONE." The Fund
may modify or terminate the exchange program at any time upon 60 days' written
notice to shareholders, and may reject any exchange request. If the Fund's
management determines that an investor is engaged in excessive trading, the
Fund, with or without prior notice, may reject in whole or part any exchange
request, with respect to such investor's account. Such investors also may be
barred from exchanging into other Portfolios of the Fund.
An exchange into another UAM Funds Portfolio is a sale of shares and may re-
sult in a gain or loss for income tax purposes.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum 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 with-
drawals, 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 sharehold-
er's bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on
16
<PAGE>
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
appropriate sections of the Account Application. 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 busi-
ness 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.
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 sharehold-
er'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 finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted 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 des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.
VALUATION OF SHARES
The net asset value of the Portfolio is determined by dividing the value of
the Portfolio's assets less any liabilities by the number of shares outstand-
ing. 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 quota-
tions 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 secu-
rities not traded on the
17
<PAGE>
valuation date for which market quotations are readily available are valued
neither exceeding the current asked prices nor less than the current bid pric-
es. 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 funds. As this
differs from other accounting methods, the quoted yield may not equal the in-
come 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 cu-
mulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of re-
turn that, if achieved annually, would have produced the same cumulative total
return if performance had been constant over the entire period.
The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolio's SAI. This information may also be included in sales
literature and advertising.
Since this is a new Portfolio, we can offer no information about past port-
folio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the Portfo-
lio's Annual Re-
18
<PAGE>
port to Shareholders, which may be obtained without charge. To receive an An-
nual Report, contact the UAM Funds Service Center at the address or telephone
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 invest-
ment 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 rein-
vested in additional shares of the Portfolio unless the Fund is notified in
writing that the shareholder elects to receive distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt generally from federal taxes on income
and gains paid to shareholders in the form of dividends. To do this, the Port-
folio 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 or mid-
term capital gains distributions are taxed as long-term and mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.
Dividends declared in October, November and December to shareholders of rec-
ord in such a month and paid in January of the following year will be treated
as if they had been paid by the Fund and received by the shareholders on De-
cember 31.
The Portfolio is required by federal law to withhold 31% of reportable pay-
ments paid to shareholders who have not complied with IRS regulations. In or-
der 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 ex-
empt from backup withholding. This certification must be made on the Applica-
tion or on a separate form supplied by the Fund.
19
<PAGE>
INVESTMENT ADVISER
Pell, Rudman Trust Company, N.A., is a nationally chartered trust company
formed in 1980 and is located at 100 Federal Street, Boston, Massachusetts
02110. The Adviser is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM"), a holding company, and provides comprehensive and inte-
grated financial services to individuals and selected institutional clients.
As of March 31, 1998, the Adviser had over $42 billion in assets under manage-
ment.
All mid-cap equity accounts at the Adviser, including the Portfolio, are
managed on a team basis; however, Jeffrey Thomas, CFA, CIO, would have overall
responsibility for the day-to-day management of the Portfolio and a descrip-
tion of their business experience during the past five years are as follows:
JEFFREY S. THOMAS, CFA, CHIEF INVESTMENT OFFICER. Mr. Thomas heads the In-
vestment Committee and oversees the portfolio management of all client portfo-
lios of the Adviser. Prior to joining Rudman in 1986, he was Vice President,
Scudder Stevens & Clark, 1981-81; Senior Investment Officer, Bank of New En-
gland, 1979-1981; and Investment Officer, The Northern Trust Company, 1973-
1979. Mr. Thomas is a member of the Boston Security Analysts Society, Bank
Analysts Association of Boston and President of Boston Media Analysts Group.
He earned his BS in Finance and Economics from Miami University (Ohio) and his
MBA in Finance from the University of Chicago. He is a Chartered Financial An-
alyst and Chartered Investment Counselor.
FREDERICK L. WEISS, CFA, DIRECTOR OF RESEARCH. Mr. Weiss is a senior invest-
ment professional and heads the research efforts of the investment team. Prior
to joining Pell Rudman in 1989, he was Vice President and Senior Analyst,
Adams, Harkness & Hill, 1989; Vice President State Street Research and Manage-
ment, 1983-88; and Analyst, State Street Research and Management, 1979-83. Mr.
Weiss is a member of the Boston Security Analyst Society and Healthcare, Tech-
nology and Chemicals Analysts Society. He earned his AB from Harvard College,
Magna Cum Laude, and his MBA from Harvard Business School, with honors. He is
a Chartered Financial Analyst.
JAY PEARLSTEIN, CFA, CPA, SENIOR RESEARCH ANALYST AND PORTFOLIO MANAGER. Mr.
Pearlstein is a senior investment professional responsible for providing eq-
uity research on a number of industries. Prior to joining Pell Rudman in 1996,
he was a Vice President of the Equity Research Department and on the Invest-
ment Policy Committee, Loomis Sayes & Co., 1981-96; Staff Analyst, Gulf Oil
Corporation, 1980; and Senior Auditor at Coopers & Lybrand, 1977-89. Mr.
Pearlstein earned his BA in Accounting from Michigan State University, Summa
Cum Laude. He received the Board of Trustees Award for graduating first in his
class and was the recipient of a National Merit Scholarship, Financial Execu-
tives Institute Award and Alpha Kappa Psi Scholarship Key. He also earned his
MBA, with distinction,
20
<PAGE>
from Harvard University Graduate School of Business Administration where he
received First-Year Honors. He is a Chartered Financial Analyst and a Certi-
fied Public Accountant.
Pursuant to an Investment Advisory Agreement with the Portfolio dated
, the Adviser manages the investment and reinvestment of the assets of
the Portfolio. The Adviser must adhere to the stated investment objective and
policies of the Portfolio and is subject to the control and supervision of the
Fund's Board of Trustees.
The Portfolio pays an annual fee, in monthly installments, calculated by ap-
plying the following annual percentage rate to the Portfolio's average daily
net assets for the month:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
PR Mid-Cap Growth Portfolio............................................ 1.00%
</TABLE>
The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolio to keep the Portfo-
lio's total annual operating expenses from exceeding 1.30% of its average
daily net assets.
The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of the
Portfolio. Payments made for any of these purposes may be made from the paying
entity's revenues, its profits or any other source available to it. When in
effect, such service arrangements are made generally available to all quali-
fied service providers.
ADVISER'S HISTORICAL PERFORMANCE
Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of separately managed accounts of clients of the Adviser.
These accounts have the same investment objective as the Portfolio, and were
managed using substantially similar, though not in all cases identical, in-
vestment strategies, techniques and policies as those contemplated for use by
the Adviser in managing the Portfolio. The performance data for the managed
accounts is net of all fees and expenses. The investment returns of the Port-
folio may differ from those of the separately managed accounts because such
separately managed accounts may have fees and expenses that differ from those
of the Portfolio. Further, the separately managed accounts are not subject to
investment limitations, diversification requirements, and other restrictions
imposed by the 1940 Act and Internal Revenue Code; such conditions, if appli-
cable, may have lowered the returns for the separately managed accounts. The
results presented are not intended to predict or suggest the return to be ex-
perienced by the Portfolio or the return an investor might achieve by invest-
ing in the Portfolio.
21
<PAGE>
PELL, RUDMAN TRUST COMPANY, N.A. -- COMPOSITE RETURNS
FOR INDIVIDUAL YEARS ENDED DECEMBER 31
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)
<TABLE>
<CAPTION>
PELL, RUSSELL MID-
RUDMAN CAP GROWTH
CALENDAR YEARS & CO., INC. INDEX
- -------------- ----------- ------------
<S> <C> <C>
1997................................................... 22.52% 22.54%
1996................................................... 18.64% 17.48%
1995................................................... 36.26% 33.98%
1994................................................... 2.12% (2.16)%
1993................................................... 28.44% 11.19%
1992................................................... 35.93% 14.09%
<CAPTION>
PELL,
RUDMAN
TRUST RUSSELL MID-
COMPANY, CAP GROWTH
CALENDAR YEARS N.A. INDEX
- -------------- ----------- ------------
<S> <C> <C>
Cumulative (6/1/92-3/31/98)............................ 309.23% 167.96%
1-year period ended 12/31/97 (average annual).......... 53.04% 42.36%
3-year period ended 3/31/98 (average annual)........... 28.79% 24.90%
5-year period ended 12/31/97 (average annual).......... 23.92% 18.41%
Value of $1 invested during (6/1/92-3/31/98)........... $ 4.09 $ 2.68
</TABLE>
- -----------
Notes:
1. The annualized return is calculated from monthly data, allowing for com-
pounding. This methodology of calculating returns is different than the SEC
Standard, which may produce different results.
2. The cumulative return means that $1 invested in the account on June 1, 1992
had grown to $4.09 by March 31, 1998.
3. The 23-year mean is the arithmetic average of the annual returns for the
calendar years listed.
4. The Russell Mid-Cap Growth Index is an unmanaged index which assumes rein-
vestment of dividends and is generally considered representative of securi-
ties similar to those invested in by the Adviser for the purpose of the
composite performance numbers set forth above.
5. During the period shown (6/1/92-3/31/98), fees on the Adviser's individual
accounts ranged from 0.50% to 1.00% (50 basis points to 100 basis points).
The Adviser's returns presented above are net of the maximum fee of 0.70%.
Net returns to investors vary depending on the management fee.
22
<PAGE>
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. 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.
The 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 the following annual percentage
of aggregate net assets:
<TABLE>
<CAPTION>
ANNUAL
RATE
------
<S> <C>
PR Mid-Cap Growth Portfolio........................................... 0.04%
</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 assets;
0.11 of 1% of the next $800 million of combined UAM Fund assets;
0.07 of 1% of combined UAM Fund assets in excess of $1 billion but less
than $3 billion;
0.05 of 1% of combined UAM Fund assets in excess of $3 billion.
Fees are allocated among each of the Portfolios on the basis of their rela-
tive 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 an-
nual fee increases by $20,000.
23
<PAGE>
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, 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 dis-
tributor of Fund shares. The Distributor does not receive any fee or other
compensation under the Agreement with respect to the PR Mid-Cap Growth Portfo-
lio Institutional Class Shares offered in this Prospectus. The Agreement con-
tinues in effect so 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 regis-
tration of its shares with the SEC and various states and 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 deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios. The Agreements direct the Adviser to use its best efforts to ob-
tain the best available price and most favorable execution for all transac-
tions of the Portfolios. The Adviser may, however, consistent with the inter-
ests of the Portfolio, select brokers on the basis of research, statistical
and pricing services they or their affiliates provide to the Portfolio in ad-
dition to required broker services. Such brokers may be paid a higher commis-
sion 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 de-
termines 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 poli-
cies 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 securi-
ties 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 al-
locating such transactions, allocations are subject to periodic review by the
Fund's Trustees.
24
<PAGE>
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 inter-
est, without par value. The Trustees have the power to designate one or more
series ("Portfolios") or classes of shares of beneficial interest without fur-
ther 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 nonas-
sessable, have no preference as to conversion, exchange, dividends, retirement
or other features and have no pre-emptive rights. They have noncumulative vot-
ing rights, which means that holders of more than 50% of shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do so. 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.
In addition to the Institutional Class Shares offered by this Prospectus,
the Board of Trustees of the Fund has authorized Institutional Service Class
Shares and Advisor Class Shares, which are not currently being offered by this
Portfolio.
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 hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Portfolio's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund.
REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the telephone number or address listed on the cover of this Prospectus.
25
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL 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 CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
26
<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
Clipper Focus Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
DSI Small Cap Value Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
Heitman Real Estate Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company 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 Value Equity Portfolio
NWQ Small Cap Portfolio
NWQ Special Equity Portfolio
PR Mid-Cap Growth Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
SAMI Preferred Stock Income Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
27
<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
Pell Rudman Trust Company, N.A.
100 Federal Street
Boston, Massachusetts 02110
(617) 357-9600
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
PROSPECTUS
, 1998
<PAGE>
APPLICATION INSTITUTIONAL 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 UAM Fund Distributors, Inc.
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
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] Custodial/Gift to Minors
------------------------------
Custodian's Name: First, Initial, Last
------------------------------
Minor's Name: First, Initial, Last
------------------------------
Minor's Social Security Number
------------------------------
Minor's State of residence
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] *Corporation, Partnership or Other Entity
Type: [_] Corp.
[_] Partnership [_] Other
- ------------------------------
Name of Corp. or Other Entity
- [_] Exempt [_] Non-Exempt
---------------
Taxpayer ID Number
* Please enclose a corporate resolution which identifies individuals
authorized to conduct transactions in this account.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2 ADDRESS
------------------------------
Street or P.O. Box Number
------------------------------
City State Zip Code
( ) ( )
-------------- --------------
Daytime Phone Evening Phone
Citizenship:
[_] U.S.
[_] Resident-
Alien
[_] Non-
Resident
Alien
--------------
Specify Country
3 INVESTMENT
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
Fund Code
_______________________ _____ $______
_______________________ _____ $______
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 DIVIDEND & CAPITAL GAINS
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
<TABLE>
<S> <C> <C>
All dividends
are to be [_] reinvested [_] paid in cash
All capital
gains are to be [_] reinvested [_] paid in cash
</TABLE>
- --------------------------------------------------------------------------------
6 ADDITIONAL 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
7 BROKER-DEALER/FINANCIAL PLANNER INFORMATION
________________________ ______________________
Dealer Name Address of office
(as it appears on servicing
Selling Group account
Agreement)
___________________________
________________________ City State Zip Code
Address of home office
__________________
________________________ Representative's
City State Zip Code Name, Number,
Branch Number
__________________ __________________
Authorized Representative's
signature of telephone number
dealer
For Internal
Use Only
Source: ______
Code: ________
8 INTERESTED PARTY:
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 (tax adviser,
401(k) Plan Administrator, Financial
Planner, etc.). Please add a sheet
with additional interested party
names and addresses.
__________________ ___________________________________________________________
Name Firm Name (if applicable)
_________________________
Address
- ----------------------- ----- -----------------------------------------------
City State Zip Code
9 AUTOMATIC INVESTMENT PLAN (AIP)
An account balance of at least $2,500 is required.
I hereby authorize and direct the
agent to draw on my (our) bank
account on a periodic basis, as
indicated in section 11, for
investment in my (our) account.
Attached is a voided check of the
bank account I/we wish to use
(Initial investments may not be made
through the Automatic Investment
Plan.) Please note this privilege
will be effective 15 days after UAM
Funds receives this application. If
no date is chosen below, your bank
account will be debited on the 15th
of the month.
PREFERRED INVESTMENT SCHEDULE (PLEASE CHECK ONE):
[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually
Begin investment on (Enter
month/year):
Debit My (Our) Bank Account and
Invest as Follows ($100 Minimum Per
Account):
$
_____________________________________
Fund Amount
$
_____________________________________
Fund Amount
$
_____________________________________
Fund Amount
Please be sure to complete the back of this form.
<PAGE>
10 SYSTEMATIC WITHDRAWAL PLAN (SWP)
An account balance of at least
$10,000 is required.
PREFERRED WITHDRAWAL SCHEDULE:
[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually
[_] 1st or [_] 15th
_____________________________________
begin withdrawals on (enter
month/year) day of month
I ELECT TO RECEIVE A PERIODIC
PAYMENT OF ($100 MINIMUM PER
ACCOUNT):
$
_____________________________________
Fund Amount
$
_____________________________________
Fund Amount
$
_____________________________________
Fund Amount
11 BANK INFORMATION
FOR ACH, WIRE REDEMPTIONS, AIP AND
SWP
Your bank account information must
be on file in order to exercise
telephone investment privileges. The
account name(s) below must match
exactly at least one name in section
1. A blank, voided check is
necessary to provide account and
bank routing information and must
accompany this application.
_____________________________________
name of bank ABA number
[_] checking [_] savings
_____________________________________
account number account type
_____________________________________
bank address city state zip code
Return the following to the address
below:
1. This completed application.
2. Voided bank check or deposit
slip if applicable.
3. One check made payable to:
UAM Funds
Send to: UAM Funds
P.O. Box 2798
Boston MA 02208-2798
12 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 #)
13 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, Date
etc.)
- ------------------------- ----------
Signature (Joint Owner, Date
Co-trustee, etc.)
- -------------------------------------------------------------------------------
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
following:
Supply the Social Security Number of the registered account
owner who is to be taxed.
. individual
. joint tenants
Supply minor's Social Security Number.
. Custodial/Gift
to Minor
. a trust Supply the Taxpayer Identification Number of the legal entity
. a or organization that will report income and/or capital gains.
corporation,
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.
YOUR MAILING ADDRESS. Please be sure to provide us with the address at
--------------------
which you wish to receive your mail.
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.
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.
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.
EMPLOYMENT INFORMATION. It is required by the National Association of Se-
----------------------
curities Dealers, Inc. to request this information.
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.
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.
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)
<PAGE>
PART B
UAM FUNDS TRUST
The following Statement of Additional Information is included in this Post-
Effective Amendment No. 22:
. PR Mid Cap Growth Portfolio
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 21 filed June 19, 1998:
. Heitman Real Estate Portfolio Institutional Class Shares
. Heitman Real Estate Portfolio Advisor class Shares
The following Prospectus is contained in Post-Effective Amendment No. 20 filed
March 26, 1998:
. Hanson Equity Portfolio Institutional Class Shares
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 18 filed January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
The following Statements of Additional Information are contained in Post-
Effective Amendment No. 16 filed on July 10, 1997:
<TABLE>
<S> <C>
. 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 share
. FPA Crescent Portfolio Institutional service 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
</TABLE>
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 2 filed on November 25, 1994:
. Dwight Principal Preservation Portfolio Institutional Class Shares
<PAGE>
PART B
UAM FUNDS TRUST
PR MID CAP GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION -- ___________, 1998
This Statement is not a Prospectus but should be read in conjunction with the
Prospectus of the UAM Funds Trust (the "UAM Funds" or the "Fund") for the PR Mid
Cap Growth Portfolio (the "Portfolio") dated _____ relating to the Institutional
Class Shares. To obtain a Prospectus, please call the UAM Funds Service Center:
1-800-638-7983
TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES........................... 2
PURCHASE AND REDEMPTION OF SHARES............................ 3
VALUATION OF SHARES.......................................... 4
SHAREHOLDER SERVICES......................................... 5
INVESTMENT LIMITATIONS....................................... 6
MANAGEMENT OF THE FUND....................................... 6
INVESTMENT ADVISER........................................... 9
PORTFOLIO TRANSACTIONS....................................... 10
ADMINISTRATIVE SERVICES...................................... 10
CUSTODIAN.................................................... 11
INDEPENDENT ACCOUNTANTS...................................... 11
DISTRIBUTOR.................................................. 11
PERFORMANCE CALCULATIONS..................................... 12
GENERAL INFORMATION.......................................... 13
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS.......... A-1
APPENDIX B - COMPARISON, PUBLICATIONS, INDICES AND AVERAGES.. B-1
</TABLE>
INVESTMENT ADVISER
Pell Rudman Trust Company, N.A. (Adviser)
DISTRIBUTOR
UAM Fund Distributors, Inc. (Distributor)
ADMINISTRATOR AND TRANSFER AGENT
UAM Fund Services, Inc. (FSI)
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the investment objectives and policies of
the Portfolio as set forth in its Prospectus for the Institutional Class Shares.
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). A portfolio will
not loan more than one-third of its total assets (including the value of the
collateral for the loans) at fair market value would be committed to loans. 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.
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 the short-term investment described below.
(1) Time deposits, certificates of deposit (including marketable variable
rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are
non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits
maturing in more than seven days will not be purchased by a Portfolio,
and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio.
Certificates of deposit are negotiable short-term obligations issued
by commercial banks or savings and loan associations collateralized by
funds deposited in the issuing institution. 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. 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 Portfolio will not invest in any security issued by a commercial
bank unless (i) the bank has total assets of at least $1 billion, or
the equivalent in other currencies, (ii) in the case of U.S. banks, it
is a member of the Federal Deposit Insurance Corporation, and (iii) in
the case of foreign branches of U.S. banks, the security is, in the
opinion of the Adviser, of an investment quality comparable with other
debt securities which may be purchased by the Portfolio;
(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, issued by a corporation having an
outstanding unsecured debt issue rated A or better by Moody's or by
S&P;
2
<PAGE>
(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;
(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct
obligations of the U.S. Government and differ mainly in interest
rates, maturities and dates of issue;
(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and federal agencies. These
include securities issued by the Federal Home Loan Banks, Federal Land
Bank, Farmers Home Administration, Federal Farm Credit Banks, Federal
Intermediate Credit Bank, Federal National Mortgage Association,
Federal Financing Bank, the Tennessee Valley Authority, and others;
and
(6) Repurchase agreements collateralized by securities listed above.
PORTFOLIO TURNOVER
The portfolio turnover rates described in the Prospectus are calculated by
dividing the lesser of purchases or sales of portfolio securities for the year
by the monthly average of the value of the portfolio securities. The
calculation excludes all securities, including options, whose maturities at the
time of acquisition were one year or less. Portfolio turnover may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of shares.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolio may be purchased without sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund, and payment is received by the Fund's custodian. The minimum
initial investment required is $2,500 with certain exceptions as may be
determined from time to time by officers of the Fund. Other Institutional Class
investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250; minimum additional investment for all accounts, $100. An order
received in proper form prior to the close of regular trading on the New York
Stock Exchange (the "Exchange") (generally 4:00 p.m. Eastern Time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the 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, Dr. Martin Luther King,
Jr. Day, 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 the Portfolio's shares.
The Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that either 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 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 the Prospectus
3
<PAGE>
under "VALUATION OF SHARES," and a redeeming shareholder would normally incur
brokerage expenses if those securities were converted to cash.
No charge is made by the Portfolio for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market value
of the securities held by the Portfolio.
SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services Company
("CGFSC") from fraud, signature guarantees are required for certain redemptions.
The purpose of signature guarantees is to verify the identity of the party who
has authorized a redemption from your account. Signature guarantees are required
for (1) all redemptions when the proceeds are to be paid to someone other than
the registered owner(s) and/or the registered address, or (2) share transfer
requests. The purpose of the signature guarantees is to verify the identity of
the person who has authorized a redemption from your account.
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees, signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.
The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.
VALUATION OF SHARES
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, other fixed income securities and fixed dividends 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, using methods approved by the Board of Trustees.
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.
4
<PAGE>
SHAREHOLDER SERVICES
The following information supplements the information set forth under
"Shareholder Services" in the Prospectus.
EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds which
is comprised of the Fund and UAM Funds, Inc. (See the list of Portfolios of the
UAM Funds--Institutional Class Shares at the end of the Portfolio's
Institutional Class Shares Prospectus.) Service Class Shares of the Portfolio
may be exchanged for any other Service Class Shares of a Portfolio included in
the UAM Funds which is comprised of the Fund and UAM Funds, Inc. (For those
Portfolios currently offering Service Class Shares, please see the list of
Service Class Shares at the end of the Portfolio's Service Class Shares
Prospectus.). Exchange requests should be made by calling the Fund (1-800-638-
7983) or by writing to UAM Funds Inc., 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. 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.
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 by the close of
regular trading on the Exchange (generally 4:00 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
these times will be processed on the next business day. 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 Fund's Board
of Trustees to assure that such exchanges do not disadvantage the Fund and its
shareholders.
For federal income tax purposes an exchange between Portfolio's is a
taxable event, and, accordingly, a capital gain or loss may be realized. In a
revenue ruling relating to circumstances similar to the Fund's, an exchange
between series of a Fund was also deemed to be a taxable event. It is likely,
therefore, that a capital gain or loss would be realized on an exchange between
Portfolios. You may want to consult your tax adviser for further information in
this regard. The exchange privilege may be modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolio to another person by
making a written request to the Fund. The request should clearly identify the
account and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described under "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.
5
<PAGE>
INVESTMENT LIMITATIONS
The following limitations supplement those set forth in the
Prospectus. 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. Except for the numbered investment limitations
noted as fundamental below, however, the limitations described below are not
fundamental, and may be changed without the consent of shareholders. Whenever
an investment limitation sets forth a percentage limitation on investment or
utilization of assets, such limitation shall be determined immediately after and
as a result of the Portfolio's acquisition of such security or other asset.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with the Portfolio's investment limitation.
AS A MATTER OF FUNDAMENTAL POLICY, THE PORTFOLIO WILL NOT:
1) invest in physical commodities or contracts on physical commodities;
2) purchase or sell real estate or real estate limited partnerships, although
it may purchase and sell securities of companies which deal in real estate
and may purchase and sell securities which are secured by interests in real
estate;
3) underwrite the securities of other issuers;
4) issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Portfolio from (i) making
any permitted borrowings, mortgages or pledges, or (ii) entering into
repurchase transactions.
AS A MATTER OF NON-FUNDAMENTAL POLICY, THE PORTFOLIO WILL NOT:
a) purchase on margin or sell short;
b) investment more than aggregate of 15% of the net assets of the Portfolio,
determined at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there are no
readily available markets; and
c) invest for the purpose of exercising control over management of any
company.
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, their addresses and dates of birth and a brief statement of their present
positions, date of birth, address and principal occupations during the past five
years.
<TABLE>
<C> <S>
JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam Investment Management Company, Inc. and
College Road--RFD 3, Great Island Investment Company, Inc.; President of Bennett Management Company
Meredith, NH 03253; from 1988 to 1993.
1/26/29
NANCY J. DUNN Trustee of the Fund; Vice President for Finance and Administration and Treasurer
10 Garden Street, of Radcliffe College since 1991.
Cambridge MA 02138
8/14/51
</TABLE>
6
<PAGE>
<TABLE>
<C> <S>
PHILIP D. ENGLISH Trustee of the Fund; President and Chief Executive Officer of Broventure Company,
16 West Madison Street Inc.; Chairman of the Board of Chektec Corporation and Cyber Scientific, Inc.
Baltimore, MD 21201
8/5/48
WILLIAM A. HUMENUK Trustee of the Fund; Partner in the Philadelphia office of the law firm Dechert
4000 Bell Atlantic Price & Rhoads; Director, Hofler Corp.
Tower
1717 Arch Street
Philadelphia, PA 19103
4/21/42
NORTON H. REAMER* Trustee of the Fund, President and Chairman of the Fund; President, Chief
One International Place Executive Officer and a Director of United Asset Management Corporation; Director,
Boston, MA 02110 Partner or Trustee of each of the Investment Companies of the Eaton Vance Group of
3/21/35 Mutual Funds.
PETER M. WHITMAN, JR.* Trustee of the Fund; President and Chief Investment Officer of Dewey Square
One Financial Center Investors Corporation ("DSI") since 1988; Director and Chief Executive Officer of
Boston, MA 02111 H. T. Investors, Inc., formerly a subsidiary of DSI.
7/1/43
WILLIAM H. PARK Executive Vice President of the Fund; Executive Vice President and Chief Financial
One International Place Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47
GARY L. FRENCH Treasurer of the Fund; President of UAM Fund Services, Inc. and UAM Fund
211 Congress Street Distributors, Inc., formerly Vice President of Operations, Development and Control
Boston, MA 02110 of Fidelity Investments in 1995; Treasurer of the Fidelity Group of Mutual Funds
7/4/51 from 1991 to 1995.
MICHAEL E. DEFAO Secretary of the Fund; Vice President and General Counsel of UAM Fund Services,
211 Congress Street Inc. and UAM Fund Distributors, Inc.; Associate Attorney of Ropes & Gray (a law
Boston, MA 02110 firm) from 1993 to 1995.
2/28/68
ROBERT R. FLAHERTY Assistant Treasurer of the Fund; Vice President of UAM Fund Services, Inc.;
211 Congress Street formerly Manager of Fund Administration and Compliance of Chase Global Fund
Boston, MA 02110 Services Company from 1995 to 1996; Deloitte & Touche LLP from 1985 to 1995,
9/18/63 Senior Manager.
MICHELLE AZRIALY Assistant Secretary of the Fund; Assistant Treasurer of Chase Global Funds
73 Tremont Street Services Company since 1996. Senior Public Accountant with Price Waterhouse LLP
Boston, MA 02108 from 1991 to 1994.
4/12/69
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
GORDON M. SHONE Assistant Treasurer of the Fund; Vice President of Fund Administration and
73 Tremont Street Compliance of Chase Global Funds Services Company; formerly Senior Manager of
Boston, MA 02108 Coopers & Lybrand LLP (1983-1996).
7/30/56
</TABLE>
____
* Messrs. Reamer and Whitman are deemed to be "interested persons" of the Fund
as that term is defined in the 1940 Act.
REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $1,050 per quarter. In addition, each unaffiliated Trustee receives a
$2,000 meeting fee, which is aggregated for all of the Trustees and allocated
proportionately among the Portfolios of the Fund and UAM Funds, Inc.
(collectively the "Fund Complex"), 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"), UAM Fund Services, Inc. ("UAMFSI") or Chase
Global Funds Services Company ("CGFSC") and receive no compensation from the
Fund.
The following table shows aggregate compensation paid to each of the Fund's
Trustees by the Fund and total compensation paid by the Fund Complex in the
fiscal year ended April 30, 1998. As of June 1, 1998 Trustees and officers of
the Fund owned less than 1% of the Portfolio's outstanding shares.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
PENSION OR TOTAL COMPENSATION
RETIREMENT BENEFITS ESTIMATED 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 BOARD MEMBERS
-------- --------------- ------------- ---------- ---------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
Trustee........................ $ 6,149 0 0 $33,500
Nancy J. Dunn
Trustee........................ $4,6687 0 0 $25,200
Philip D. English
Trustee........................ $ 6,149 0 0 $33,500
William A. Humenuk
Trustee........................ $ 6,149 0 0 $33,500
</TABLE>
PRINCIPAL HOLDERS OF SECURITIES
As of the date of this statement of additional information, no person or
organizations held of record or beneficially 5% or more of the shares of the
Portfolio.
Any 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, 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 the Portfolio.
8
<PAGE>
INVESTMENT ADVISER
CONTROL OF ADVISER
Pell Rudman Trust Company, N.A. (the "Adviser") 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 45 such wholly-owned affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to meet the
particular needs of their respective clients. Accordingly, after acquisition by
UAM, UAM Affiliated Firms continue to operate under their own firm name, with
their worn leadership and individual investment philosophy and approach. Each
UAM Affiliated Firm also acts as investment advisers to separate series or
Portfolios of UAM Funds, Inc., a registered investment company.
SERVICE PERFORMED BY ADVISER
Pursuant to an Investment Advisory Agreement (the "Agreement") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolio's assets, to continuously review, supervise and
administer the Portfolio's investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolio's assets to be held uninvested.
In the absence of (i) willful misfeasance, bad faith, or gross negligence
of the part of the Adviser in the performance of its obligations and duties
under the Agreement, (ii) reckless disregard by the Adviser of its obligations
and duties under the Agreement, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services, the
Adviser shall not be subject to any liability whatsoever to the Fund, for any
error of judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services under the Agreement.
Unless sooner terminated, the Agreement shall continue for periods of one
year so long as such continuance is specifically approved at least annually (a)
by the vote of a majority of those members of the Board of Trustees of the Fund
who are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio. The Agreement may be terminated
at any time by the Portfolio, without the payment of any penalty, by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. The Agreement may be terminated by the Adviser at
any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. The Agreement will automatically and immediately terminate in the
event of its assignment.
ADVISORY FEES
As compensation for its services as an Adviser, the Portfolio pays the
Adviser an annual fee in monthly installments, equal to 1.00% of the Portfolio's
average daily net assets;
Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees or assume certain expenses of the Portfolio so that the
total operating expenses of the portfolio do not exceed 1.30%. The Adviser
intends to maintain this expense limitation through the initial fiscal period of
the Portfolio, but may change or cancel it at any time.
9
<PAGE>
PORTFOLIO TRANSACTIONS
The 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. In doing so, the Portfolio
may pay higher commission rates than the lowest rate available when the Adviser
believes it is reasonable to do so in light of the value of the research,
statistical, and pricing services provided by the broker effecting the
transaction.
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 the Portfolio and one or
more of these other clients served by the Adviser are considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Board of Trustees.
ADMINISTRATIVE SERVICES
The Board of Trustees of the Fund approved a Fund Administration Agreement,
effective April 15, 1996 ("Fund Administration Agreement") between UAMFSI, a
wholly owned subsidiary of UAM, and the Fund. Pursuant to the terms of the Fund
Administration Agreement, UAMFSI manages, administers and conducts the general
business activities of the Fund other than those which have been contracted to
other third parties by the Fund. Additionally, UAMFSI has agreed to provide
transfer agency services to the Portfolio pursuant to the terms of the
Agreement.
UAMFSI has subcontracted some of these services to CGFSC, an affiliate of
The Chase Manhattan Bank, pursuant to a Mutual Fund Services Agreement between
UAMFSI and CGFSC (collectively, with the Fund Administration Agreement between
UAMFSI and the Fund, the "Agreements").
Pursuant to the terms of the Agreements, the 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 at the annual rate of 0.04% of the aggregate net
assets of the Portfolio.
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 Funds net assets;
0.11 of 1% of the next $800 million of combined UAM Funds net assets;
0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;
0.05 of 1% of combined UAM Funds net 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.
UAMFSI bears all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be incurred
in the operation of the Fund are borne by the Fund or other parties, including
taxes, interest, brokerage fees and commissions, if any, salaries and fees of
10
<PAGE>
officers and members of the Board who are not officers, directors, shareholders
or employees of UAMFSI, or the Fund's investment adviser or distributor, SEC
fees and state Blue Sky fees, EDGAR filing fees, processing services and related
fees, advisory and administration fees, charges and expenses of pricing and data
services, independent public accountants and custodians, insurance premiums
including fidelity bond premiums, outside legal expenses, costs of maintenance
of corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms, costs of special telephone and data lines
and devices, trade association dues and expenses, and any extraordinary expenses
and other customary Fund expenses.
Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided such continuance is specifically approved
at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.
UAMFSI will from time to time employ or associate with such person or
persons as may be fit to assist them in the performance of the Fund
Administration Agreement. Such person or persons may be officers and employees
who are employed by both UAMFSI and the Fund. The compensation of such person
or persons for such employment shall be paid by UAMFSI and no obligation will be
incurred by or on behalf of the Fund in such respect.
Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services.
CUSTODIAN
The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves as
the Funds distributor. Shares of the Fund are offered continuously. While the
Distributor will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares.
11
<PAGE>
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolio may quote various performance figures to illustrate the past
performance of each class of the Portfolio. 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 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 the method used to compute or express performance
follows.
TOTAL RETURN
The average annual total return of a Portfolio is determined by finding the
average annual compounded rates of return over 1, 5 and 10 year periods that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes that all dividends and distributions are
reinvested when paid. The quotation assumes the amount was completely redeemed
at the end of each 1, 5 and 10 year period and the deduction of all applicable
Fund expenses on an annual basis.
The average annual total return for the Portfolio is 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).
YIELD
Current yield reflects the income per share earned by the Portfolio's
investments.
Current yield 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.
Yield for a Portfolio is calculated according to 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)
12
<PAGE>
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.
COMPARISONS
To help investors better evaluate how an investment in a Portfolio of the
Fund might satisfy its 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 the Portfolio,
that the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Portfolio will continue this performance as compared to such other
averages.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name The Regis Fund II as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust". The Fund's principal executive office is located
at One International Place, 44th Floor, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's Agreement and Declaration of Trust permits the Fund to issue an unlimited
number of shares of beneficial interest, without par value. The Trustees have
the power to designate one or more series ("Portfolios") or classes of shares of
beneficial interest without further action by shareholders.
The Board of Trustees has classified an additional classes of shares in the
Portfolio, known as Institutional Service Class Shares ("Service Class Shares")
and Advisor Class Shares. As of the date of this Statement of Additional
Information, no Service Class or Advisor class Shares have been offered by the
Portfolio.
The shares of the Portfolio, when issued and paid for as provided for in
the Prospectus, will be fully paid and nonassessable, have no preference as to
conversion, exchange, dividends, retirement or other features and have no
preemptive rights. The shares of the Fund have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees, if they choose to do so. A
shareholder is entitled to one vote for each full share held (and a fractional
vote for each fractional share held), then standing in his or her name of the
books of the Fund. Institutional Class, Service Class and Advisor Class shares
represent an interest in the same assets of a Portfolio and are identical in all
respects except that the Service Class and Advisor Class Shares bear certain
expenses related to shareholder servicing and the distribution of shares, and
have exclusive voting rights with respect to matters relating to such
expenditures.
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.
13
<PAGE>
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.
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 quarterly in the amount and at the times that will avoid both
income (including capital gains) taxes incurred on it 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 the
discussion under "Dividends, Capital Gains Distributions and Taxes" in the
Prospectus.
Any dividend or distribution paid shortly after the purchase of shares
of a Portfolio by an investor may have the effect of reducing the per share net
asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectus.
As set forth in the Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically reinvested in additional shares of the Portfolio 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.
Each Portfolio of the Fund will be treated as a separate entity (and
hence as a separate "regulated investment company") for federal tax purposes.
Any net capital gains recognized by a Portfolio will be distributed to its
investors without need to offset (for federal income tax purposes) such gains
against any net capital losses realized by another Portfolio.
CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.
14
<PAGE>
APPENDIX A -- DESCRIPTION OF SECURITIES AND 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.
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.
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-1
<PAGE>
STANDARD & POOR'S RATINGS SERVICES CORPORATE BOND RATINGS:
AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.
AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only to a small degree.
A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.
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.
S&P's letter ratings may be modified by the addition of a plus (+) or minus
(-) sign, which is used to show relative standing within the major rating
categories, except in the AAA category.
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.
A-2
<PAGE>
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 S&P or Prime-1 by Moody's or by S&P.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolio's
investment in variable amount master demand notes, the Adviser's investment
management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.
Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) long-term senior
debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
completion and customer acceptance; (4) liquidity; (5) amount and quality of
long term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of issuer of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.
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
A-3
<PAGE>
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.
V. DESCRIPTION OF FOREIGN INVESTMENTS
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, a Portfolio may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.
As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although the Fund will endeavor to achieve the most favorable execution
costs in its portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable, the
non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.
A-4
<PAGE>
APPENDIX B - COMPARISONS
With respect to the comparative measures of performance for equity securities
described herein, comparisons of performance assume reinvestment of dividends,
except as otherwise stated below.
<TABLE>
<S> <C>
(a) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -- analyzes
price, current yield, risk, total return and average rate of return (average annual
compounded growth rate) over specified time periods for the mutual fund industry.
(b) Composite Indices -- 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.
(c) 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.
(d) Donoghue's Money Fund Average -- is an average of all major money market fund yields,
published weekly for 7 and 30-day yields.
(e) Dow Jones Composite Average or its component averages -- an unmanaged index composed of
30 blue-chip industrial corporation stocks (Dow Jones Industrial Average), 15 utilities
company stocks and 20 transportation stocks. Comparisons of performance assume
reinvestment of dividends.
(f) Financial publications: Business Week, Changing Times, Financial World, Forbes, Fortune,
Money, Barron's, Consumer's Digest, Financial Times, Global Investor, Investor's Daily,
Lipper Analytical Services, Inc., Morningstar, Inc., New York Times, Personal Investor,
Wall Street Journal and Weisenberger Investment Companies Service -- publications that
rate fund performance over specified time periods.
(g) Goldman Sachs 100 Convertible Bond Index -- currently includes 67 bonds and 33
preferred. The original list of names was generated by screening for convertible issues
of 100 million or greater in market capitalization. The index is priced monthly.
(h) 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 and Bloomberg L.P.Lehman Brothers, Inc.; and Bloomberg L.P.
(i) Lehman Brothers Intermediate Government/Corporate Index -- is a combination of the
Government and Corporate Bond Indices. All issues are investment grade (BBB) or higher,
with maturities of one to ten years and an outstanding par value of at least $100
million for U.S. Government issues and $25 million for others. The Government Index
includes public obligations of the U.S. Treasury, issues of Government agencies, and
corporate debt backed by the U.S. Government. The Corporate Bond Index includes
fixed-rate nonconvertible corporate debt. Also included are Yankee Bonds and
nonconvertible debt issued by or guaranteed by foreign or international governments and
agencies. Any security downgraded during the month is held in the index until month-end
and then removed. All returns are market value weighted inclusive of accrued income.
</TABLE>
B-1
<PAGE>
<TABLE>
<S> <C>
(j) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds covered by the
Lehman Brothers Treasury Bond Index with maturities of 10 years or greater.
(k) Lipper -- Mutual Fund Performance Analysis; and Lipper -- Fixed Income Fund Performance
Analysis -- measures total return and average current yield for the mutual fund
industry. Rank individual mutual fund performance over specified time periods, assuming
reinvestments of all distributions, exclusive of any applicable sales charges.
(l) Lipper 1-5 Year Short Investment Grade Debt Funds Average -- is an average of 160 funds
that invest at least 65% of assets in investment grade debt issues (rated in top four
grades with dollar-weighted average maturities of 5 years or less.
(m) Merrill Government/Corporate 1 to 5 Year Index -- is an unmanaged index composed of U.S.
Treasuries, agencies and corporates with maturities from 1 to 4.99 years. Corporates
are investment grade only (rated in the top four grades).
(n) Merrill Lynch 1-4.99 Year Corporate/Government Bond Index -- is an unmanaged index
composed of U.S. Treasuries, agencies and corporates with maturities from 1 to 4.99
years. Corporates are investment grade only (rated in the top four grades).
(o) Morgan Stanley Capital International EAFE Index and World Index -- respectively,
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.
(p) Mutual Fund Source Book, published by Morningstar, Inc. analyzes price, yield, risk and
total return for equity funds.
(q) 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.
(r) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell 3000, a market
value weighted index of the 3,000 largest U.S. publicly-traded companies.
(s) Russell Mid-Cap Growth Index -- is composed of the 800 smallest stocks in the Russell
1000 Index, with an average capitalization of $1.96 billion.
(t) Salomon Brothers Three-Month T-Bill Average -- the average for all Treasury bills for
the previous three-month period.
(u) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted index that contains
approximately 4,700 individually priced investment grade corporate bonds rated BBB or
better. U.S. Treasury/agency issues and mortgage pass-through securities.
(v) Salomon Brothers GNMA Index -- includes pools of mortgages originated by private lenders
and guaranteed by the mortgage pools of the Government National Mortgage Association.
(w) 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.
</TABLE>
B-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(x) Savings and Loan Historical Interest Rates -- as published by the U.S. Savings and Loan
League Fact Book.
(y) Standard & Poor's 500 Stock Index or its component indices an unmanaged index composed
of 400 industrial stocks, 40 financial stocks, 40 utilities stocks and 20 transportation
stocks. Comparisons of performance assume reinvestment of dividend.
(z) 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.
(aa) 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.
(bb) Value Line -- composed of over 1,600 stocks in the Value Line Investment Survey.
(cc) Wilshire 5000 Equity Index or its component indices -- represents the return on the
market value of all common equity securities for which daily pricing is available.
Comparisons of performance assume reinvestment of dividends.
</TABLE>
B-3
<PAGE>
PART C
UAM FUNDS TRUST
OTHER INFORMATION
ITEM 23. 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: PEA 21 = Post Effective Amendment No. 21
filed on June 19, 1998; PEA 20 = Post-Effective Amendment No. 20 filed on March
26, 1998, PEA 19 = Post-Effective Amendment No. 19 filed on February 3, 1998,
PEA18 = Post-Effective Amendment No. 18 filed on January 23, 1998, PEA17 = Post-
Effective Amendment No. 17 filed on December 15, 1997, 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>
Exhibit Incorporated by
- ---------- Reference to (Location):
------------------------
<S> <C> <C>
A. Declaration of Trust RS
1. Certificate of Amendment to Certificate of Trust PEA8
B. By-Laws RS
C. Specimen Share Certificate PEA1, PEA2, PEA3, PEA4, PEA11, PEA12, PEA14, PEA17, PEA18
D. Forms of Investment Advisory Agreements RS, PEA1, PEA2, PEA3, PEA4, PEA12, PEA14, PEA17, PEA18,
PEA 21; Filed Herewith
E. Distribution Agreements
1. Form of Distribution Agreement (UAM Funds RS
Distributors, Inc.)
2. Form of Distribution Agreement (ACG Capital PEA17, PEA19
Corporation)
F. Trustees' and Officers' Contracts and Programs Not Applicable
G. Form of Custody Agreements RS
1. Global Custody Agreement PEA16
H. Other Contracts
1. Fund Administration Agreement PEA13
2. Mutual Funds Service Agreement PEA16
I. Opinion and Consent of Counsel Pre EA; to be filed by amendment
J. Other Opinions and Consents Not Applicable
K. Other Financial Statements Not Applicable
L. Purchase Agreement Pre EA
M. Form of Distribution Plan PEA 21
N. Financial Data Schedule Not Applicable
O. Rule 18f-3 Multiple Class Plan PEA 8
P. Powers of Attorney RS, PEA7, PEA16
</TABLE>
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
Not applicable.
ITEM 25. 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.
Provisions for indemnification of UAM Fund Services, Inc. are contained in
Section 6 of its Fund Administration Agreement with the Registrant.
Provisions for indemnification of the Registrant's investment advisers are
contained in Section 7 of their respective Investment Advisory Agreements with
the Registrant.
Provisions for indemnification of Registrant's principal underwriter, UAM Fund
Distributors, Inc., are contained in its Distribution Agreement with the
Registrant.
Provisions for indemnification of Registrant's custodian, The Chase Manhattan
Bank, are contained in Section 12 of its Fund Global Custody Agreement with the
Registrant.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration Statement and "Investment Adviser" in
Part B of this Registration Statement. Except for infomration with respect to
Pell Rudman Trust Company, N.A., the information required by this Item 28 with
respect to each director, officer, or partner of each other investment adviser
of the Registrant is incorporated by reference to the Forms ADV filed by the
investment advisers listed below with the Securities and Exchange Commission
pursuant to the Investment Advisers Act of 1940, as amended, on the dates and
under the File numbers indicated:
<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
<S> <C> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. February 14, 1997 801-31237
Cambiar Investors, Inc. March 26, 1997 801-09538
Chicago Asset Management Company May 1, 1997 801-20197
Dwight Asset Management Company May 20, 1997 801-45304
First Pacific Advisors, Inc. March 27, 1997 801-39512
Hanson Investment Management Company February 26, 1997 801-14817
Heitman/PRA Securities Advisors, Inc. December 21, 1997 801-48252
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Jacobs Asset Management, L.P. April 15, 1997 801-49790
Murray Johnstone International Ltd. March 31, 1997 801-34926
Tom Johnson Investment Management, Inc. January 21, 1997 801-42549
</TABLE>
<TABLE>
<CAPTION>
Name and Principal Business Address Positions and Offices with Pell, Rudman Trust Company, N.A. Other Business Affiliations
- ----------------------------------- ----------------------------------------------------------- ---------------------------
<S> <C> <C>
Jeffrey S. Thomas Director Chief Financial Officer of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
Edward I. Rudman Director Chairman and President of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
James S. McDonald Director Executive Vice President of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
Susan W. Hunnewell Director Senior Vice President of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
</TABLE>
Jacobs Asset Management, L.P., First Pacific Advisors, Inc., Cambiar Investors,
Inc., Chicago Asset Management Company, Murray Johnstone International Ltd., Tom
Johnson Investment Management, Inc., Dwight Asset Management Company, Hanson
Investment Management Company, Heitman/PRA Securities Advisors, Inc., Pell
Rudman Trust Company, N.A. 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 27. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., ("UAMFSI") 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
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 pursuant to
the Securities and Exchange Act of 1934 (SEC File No. 8-47813).
(c) Not applicable.
ITEM 28. 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 (The Chase Manhattan
Bank 4 Chase MetroTech Center, Brooklyn, New York, 11245).
ITEM 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKINGS
(a) 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.
(b) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a Trustee or Trustees
when requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares and in connection with such meeting to
comply with the provisions of Section 16(c) of the Investment Company Act
of 1940, as amended, relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and Commonwealth of Massachusetts on the
24th day of June, 1998.
UAM FUNDS TRUST
/s/ Michael E. DeFao
-------------------------
Michael E. DeFao
Secretary
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 24th day of June, 1998:
*
___________________________
Chairman and President
Norton H. Reamer
*
___________________________
Trustee
John T. Bennett, Jr.
*
___________________________
Trustee
Nancy J. Dunn
*
___________________________
Trustee
Philip D. English
*
___________________________
Trustee
William A. Humenuk
*
___________________________
Trustee
Peter M. Whitman, Jr.
/s/ Gary L. French
- ------------------
Treasurer
Gary L. French
/s/ Michael E. DeFao
- --------------------
* Michael E. DeFao
(Attorney-in-Fact)
<PAGE>
UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)
FILE NOS. 811-8544/33-79858
POST-EFFECTIVE AMENDMENT NO. 19
EXHIBIT INDEX
Exhibit No. Description
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D Investment Advisory Agreement
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Exhibit D
INVESTMENT ADVISORY AGREEMENT
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UAM FUNDS TRUST
PR MID CAP GROWTH PORTFOLIO
AGREEMENT made this day of , 1998 by and between UAM Funds Trust, a
Delaware business trust (the "Fund"), and Pell Rudman Trust Company, N.A. a
nationally chartered trust company (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's PR Mid Cap Growth 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.
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
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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: 1.00% of net assets;
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 facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the
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period and the amount set forth in Section 36(b)(3) of the Investment Company
Act of 1940, as amended ("1940 Act"), the Adviser shall not be subject to any
liability whatsoever to the Fund, or to any shareholder of the Fund, for any
error or judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services hereunder including, without limitation,
for any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Trustees, officers, agents and shareholders of the Fund are or may be interested
in the Adviser (or any successor thereof) as Directors, officers, agents,
shareholders or otherwise; Directors, officers, agents and shareholders of the
Adviser are or may be interested in the Fund as Trustees, officers, agents,
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Articles of Incorporation and the
provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of , 2000 or the date of
the first annual or special meeting of the shareholders of the Portfolio and, if
approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
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Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the
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event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this day of , 1998.
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PELL RUDMAN TRUST COMPANY, N.A. UAM FUNDS TRUST
By__________________________ By__________________________
[Name] Norton H. Reamer
[Title] President and Chairman of the Board
