<PAGE>
MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENTS NO. 17 AND NO. 18
As filed with the Securities and Exchange Commission on February 3, 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. 19 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 20 /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)
[X] on March 2, 1998 pursuant to Paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on (date) pursuant to paragraph (a) (1)
[_] 75 days after filing pursuant to Paragraph (a) (2)
[_] on (date) pursuant to Paragraph (a) (2) of Rule 485.
<PAGE>
UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE
<TABLE>
<CAPTION>
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- ----------------------
<S> <C> <C>
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Fund Expenses; Prospectus Summary; Risk Factors
Item 3. Condensed Financial Information....... Financial Highlights
Item 4. General Description of Registrant..... Prospectus Summary; Risk Factors; Investment
Objective; Investment Policies; Other
Investment Policies; Investment Limitations; General
Information
Item 5. Management of the Fund................ Prospectus Summary; Investment Adviser;
Administrative Services; Distributor
Item 5A. Management's Discussion of
Fund Performance...................... Included in Registrant's March 31, 1997 and
April 30, 1997 Annual Reports to Shareholders
Item 6. Capital Stock and Other Securities.... Purchase of Shares; Redemption of Shares;
Shareholder Services; Valuation of Shares;
Dividends, Capital Gains Distributions and Taxes
Item 7. Purchase of Securities Being Offered.. Purchase of Shares; Shareholder Services
Item 8. Redemption or Repurchase.............. Redemption of Shares; Shareholder Services
Item 9. Pending Legal Proceedings............. Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------
<S> <C> <C>
Item 10. Cover Page........................... Cover Page
Item 11. Table of Contents.................... Table of Contents
Item 12. General Information and History...... Investment Adviser; General Information
Item 13. Investment Objectives and Policies... Investment Adviser; Investment Limitations
Item 14. Management of the Fund............... Management of the Fund
Item 15. Control Persons and Principal
Holders of Securities................ Management of the Fund
Item 16. Investment Advisory and
Other Services....................... Investment Adviser
Item 17. Brokerage Allocation and
Other Practices...................... Portfolio Transactions
Item 18. Capital Stock and Other Securities... General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered............. Purchase and Redemption of Shares; Purchase of Shares; Redemption of Shares
Item 20. Tax Status........................... General Information
Item 21. Underwriters......................... Management of the Fund; Distibutor
Item 22. Calculation of Performance Data...... Performance Calculations
Item 23. Financial Statements................. Financial Statements
</TABLE>
PART C
- ------
Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 19
PART A
The following Prospectuses are included in this Post-Effective Amendment No. 19:
. Heitman/PRA Real Estate Portfolio Institutional Class Shares
. Heitman/PRA Real Estate Portfolio Advisor Class Shares
The following Prospectus is incorporated by reference to Post-Effective
Amendment No. 18 filed on January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 16 filed on July 10, 1997:
. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. FPA Crescent Portfolio Institutional Class Shares
. FPA Crescent Portfolio Institutional Service Class Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. Jacobs International Octagon Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Prospectus is incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:
. Dwight Principal Preservation Portfolio Institutional Class Shares
<PAGE>
UAM Funds
Prospectus
1998
---------------------------------------
Heitman/PRA Real Estate Portfolio
---------------------------------------
Institutional Class Shares
[PICTURE APPEARS HERE]
[LOGO OF UAM FUNDS APPEARS HERE]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Estimated Fund Expenses.................................................... 2
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objective....................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 16
Shareholder Services....................................................... 19
Valuation of Shares........................................................ 20
Performance Calculations................................................... 21
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Administrative Services.................................................... 25
Distributor................................................................ 25
Portfolio Transactions..................................................... 26
General Information........................................................ 26
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>
UAM FUNDS HEITMAN/PRA REAL ESTATE 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 Heitman/PRA Real Estate Portfolio currently offers two separate
classes of shares: Institutional Class Shares and Advisor Class Shares. Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Advisor Class Shares impose a sales
load and bear fees payable by the class to financial institutions for services
they provide to the owners of such shares. The securities offered in this Pro-
spectus are Institutional Class Shares of one diversified, no-load Portfolio
of the Fund managed by Heitman/PRA Securities Advisors, Inc.
HEITMAN/PRA REAL ESTATE PORTFOLIO. Heitman/PRA Real Estate Portfolio (the
"Portfolio") seeks high total return consistent with reasonable risk by in-
vesting primarily in equity securities of public companies principally engaged
in the real estate business. Each investment is selected based upon a determi-
nation by the Fund's Adviser that the anticipated total return, considering
both income and potential for capital appreciation, is high relative to the
risk assumed.
There can be no assurance the Portfolio will achieve its stated objective.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated , 1998 and has been in-
corporated by reference into this Prospectus. For a free copy of the SAI, con-
tact 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 REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
ESTIMATED FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Institutional Class Shares will incur. Transaction fees may be
charged if a broker-dealer or other financial intermediary deals with the Fund
on your behalf. (See "PURCHASE OF SHARES.")
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Sales Load Imposed on Purchases......................................... NONE
Sales Load Imposed on Reinvested Dividends.............................. NONE
Deferred Sales Load..................................................... NONE
Redemption Fees......................................................... NONE
Exchange Fees........................................................... NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<S> <C>
Investment Advisory Fees............................................ 0.70%+
12b-1 Fees.......................................................... NONE
Other Expenses...................................................... 0.09%
Administrative Fees............................................... 0.16%
----
Total Operating Expenses............................................ 0.95%
====
</TABLE>
- -----------
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee calculated
daily and paid monthly in arrears, at the annual rate of 0.75% of the Port-
folio's first $100 million of average daily net assets plus 0.65% of the av-
erage daily net assets of the Portfolio in excess of $100 million.
The above table shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees set forth above for the Portfolio
are based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will
be approximately $129 million. The effect of expense offsets on Total Operat-
ing Expenses is excluded.
2
<PAGE>
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. The Portfolio
charges no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman/PRA Real Estate Portfolio
Institutional Class Shares.............. $10 $30 $53 $117
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.
3
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is an indirect wholly-
owned subsidiary of United Asset Management Corporation. The Adviser and its
affiliated companies are among the nation's largest institutional real estate
advisers with over [870] real estate professionals in [92] offices throughout
the United States, currently managing $[10.2] billion in real estate.
PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $250,000, except that institutions purchasing
shares of the Portfolio on behalf of accounts maintained by the institution
may aggregate such accounts to satisfy the minimum initial investment require-
ment. Subsequent investments will be accepted in any amount. Certain excep-
tions to the initial or minimum investment amounts may be permitted by the of-
ficers 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 may be 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 "EX-
CHANGE PRIVILEGE.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agency serv-
ices provided to the Fund and its Portfolios by third-party service providers.
(See "ADMINISTRATIVE SERVICES.")
4
<PAGE>
RISK FACTORS
The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which the Portfolio invests. Prospective investors
should consider the following: (1) In general, the Portfolio will not trade
for short-term profits, but when circumstances warrant, investments may be
sold without regard to the length of time held. High rates of portfolio turn-
over may result in additional transaction costs and the realization of capital
gains. (See "PORTFOLIO TURNOVER."); (2) In addition, the Portfolio may use
various investment practices, including investing in repurchase agreements and
lending of securities. (See "OTHER INVESTMENT POLICIES."); and (3) Under nor-
mal circumstances, at least 65% of the Portfolio's assets will be invested in
the equity securities of companies principally engaged in the real estate in-
dustry. Because the Portfolio will be concentrated in this industry, the Port-
folio may be subject to the risks associated with the direct ownership of real
estate. For example, real estate values may fluctuate as a result of general
and local economic conditions, overbuilding and increased competition, in-
creases in property taxes and operating expenses, changes in zoning laws, ca-
sualty or condemnation losses, regulatory limitations on rents, changes in
neighborhood values, changes in the appeal of properties to tenants, and in-
creases in interest rates. The value of securities of companies which service
the real estate business sector may also be affected by such risks. Thus, the
value of the Portfolio's shares may change at different rates compared to the
value of shares of a mutual fund with investments in many industries. Because
the Portfolio may invest a substantial portion of its assets in Real Estate
Investment Trusts ("REITs"), the Portfolio may also be subject to certain
risks associated with direct investments in REITs. REITs may be affected by
changes in the value of their underlying properties and by defaults by borrow-
ers or tenants. Furthermore, REITs are dependent upon specialized management
skills, have limited diversification and are, therefore, subject to risks in-
herent in financing a limited number of projects. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders, and
certain REITs have self-liquidation provisions by which mortgages held may be
paid in full and distributions of capital returns may be made at any time. In
addition, the performance of a REIT may be affected by its failure to qualify
for tax-free pass-through of income under the Internal Revenue Code of 1986,
as amended (the "Code") or its failure to maintain exemption from registration
under the Investment Company Act of 1940 (the "1940 Act"). (See "REAL ESTATE
INVESTMENT TRUSTS.")
5
<PAGE>
FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES
Prior to March 2, 1998, the Portfolio operated as a series of Heitman Secu-
rities Trust and operated under the name Heitman Real Estate Fund. On March 2,
1998, after approval by its shareholders, the Heitman Real Estate Fund was re-
organized as part of the UAM Funds Trust and renamed the Heitman/PRA Real Es-
tate Portfolio.
The following table provides selected per share information for a share out-
standing throughout the period presented for the Heitman/PRA Real Estate Port-
folio's Institutional Class Shares. This table is part of the Portfolio's Fi-
nancial Statements, which are included in the Portfolio's 1996 Annual Report
to Shareholders and 1997 Semi-Annual Report to Shareholders. The Annual and
Semi-Annual Reports are incorporated by reference into the Portfolio's SAI.
The Portfolio's Financial Statements for the year ended December 31, 1996 have
been audited by Price Waterhouse LLP. Their unqualified opinion on the Finan-
cial Statements is also incorporated by reference into the SAI. The Portfo-
lio's Financial Statements for the period ended June 30, 1997 are unaudited.
The Financial Statements for all periods prior to January 1, 1996 have been
audited by Arthur Andersen LLP. Please read the following information in con-
junction with the Portfolio's 1996 Annual Report to Shareholders and 1997
Semi-Annual Report to Shareholders.
6
<PAGE>
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS SHARES
-------------------------------------------------------------------------------------------------------------
FOR THE PERIOD
FOR THE JANUARY 4, 1989
FOR THE FISCAL YEAR FOR THE (EFFECTIVE
SIX-MONTH ENDED THREE-MONTH DATE)
PERIOD ENDED DECEMBER 31, PERIOD ENDED FOR THE FISCAL YEARS ENDED SEPTEMBER 30, TO
JUNE 30, ----------------- DECEMBER 31, ---------------------------------------------- SEPTEMBER 30,
1997 1996 1995 1994 1994 1993 1992 1991 1990 1989
------------ -------- ------- ------------ -------- -------- ------- ------- ------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD............ $ 10.96 $ 8.65 $ 8.30 $ 9.23 $ 10.95 $ 8.29 $ 7.66 $ 6.99 $ 10.25 $ 10.00
-------- -------- ------- -------- -------- -------- ------- ------- ------- -------
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
incomea.......... 0.17 0.37 0.33 0.10 0.32 0.40 0.45 0.49 0.64 0.40e
Net realized and
unrealized gain
(loss) on
investments...... 0.53 2.82 0.53 (0.05) (0.92) 2.67 0.63 0.67 (3.16) 0.25
-------- -------- ------- -------- -------- -------- ------- ------- ------- -------
Total from
investment
operations...... 0.70 3.19 0.86 0.05 (0.60) 3.07 1.08 1.16 (2.52) 0.65
-------- -------- ------- -------- -------- -------- ------- ------- ------- -------
DISTRIBUTIONS
From net
investment
incomea.......... (0.17) (0.37) (0.33) (0.10) (0.31) (0.41) (0.45) (0.49) (0.64) (0.40)
In excess of net
investment
income........... (0.05) (0.10) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
From net realized
gain on
investments...... 0.00 (0.41) 0.00 (0.77) (0.67) 0.00 0.00 0.00 (0.10) 0.00
From tax return
of capitalb...... 0.00 0.00 (0.18) (0.11) (0.14) 0.00 0.00 0.00 0.00 0.00
-------- -------- ------- -------- -------- -------- ------- ------- ------- -------
Total
distributions... (0.22) (0.88) (0.51) (0.98) (1.12) (0.41) (0.45) (0.49) (0.74) (0.40)
-------- -------- ------- -------- -------- -------- ------- ------- ------- -------
NET ASSET VALUE,
END OF PERIOD..... $ 11.44 $ 10.96 $ 8.65 $ 8.30 $ 9.23 $ 10.95 $ 8.29 $ 7.66 $ 6.99 $ 10.25
======== ======== ======= ======== ======== ======== ======= ======= ======= =======
TOTAL RETURN...... 6.42%c 38.06% 10.87% 0.65%c (5.22)% 37.76% 14.49% 19.56% (26.11)% 4.82%cf
RATIOS/SUPPLEMENTAL
DATA
Net assets, end
of period (in
000's)........... $135,418 $129,275 $95,692 $105,569 $116,268 $141,672 $66,521 $54,880 $18,481 $23,174
Ratio of expenses
to average net
assets........... 1.08%* 1.23% 1.29% 1.28%* 1.22% 1.24% 1.37% 1.25% 1.54% 0.90%e*
Ratio of net
investment income
to average net
assetsa.......... 3.04%* 4.09% 3.97% 4.35%* 2.87% 4.37% 5.75% 7.36% 7.25% 3.88%*
Portfolio
Turnover......... 83.41%* 59.88% 65.33% 37.55%* 90.11% 61.47% 28.05% 16.24% 24.98% 12.96%*
Average
commission rate
paidd............ $ 0.0409 $ 0.0504 -- -- -- -- -- -- -- --
</TABLE>
- ----
* Annualized.
a Distributions from REIT investments generally include a return of capital.
For financial reporting purposes, through September 30, 1993, the Fund re-
corded all distributions received, including the returns of capital, as net
investment income.
b Historically, the Fund has distributed to its shareholders amounts approxi-
mating dividends received from the REITs. As more fully explained in Note 2
of the financial statements, the Fund, for the fiscal year ended September
30, 1994, adopted an accounting pronouncement affecting the presentation of
distributions to shareholders. The financial highlights for the years ended
September 30, 1991 through 1993 have not been restated.
c Not annualized.
d Required disclosure for fiscal years beginning after September 1, 1995 pur-
suant to SEC regulations.
e The Investment Manager has reimbursed the Fund for certain expenses during
the period from the effective date until investment operations commenced.
The ratio of expenses to average net assets for the period January 4, 1989
to September 30, 1989 would otherwise have been 1.00%.
f Total return would have been lower if certain expenses were not waived dur-
ing the period indicated.
7
<PAGE>
INVESTMENT OBJECTIVE
The Portfolio's investment objective is to obtain high total return consis-
tent with reasonable risk by investing primarily in equity securities of pub-
lic companies principally engaged in the real estate business. Each investment
will be selected based upon a determination by the Adviser that the antici-
pated total return, considering both income and potential for capital appreci-
ation, is high relative to the risk assumed. There can be no assurance that
the Portfolio will achieve its objective and the Portfolio may not achieve as
high a total return as other investment companies that invest in a broader
universe of securities. The Portfolio's investment objective is a fundamental
policy and may be changed only by the affirmative vote of the holders of a ma-
jority of the Portfolio's shares.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing in equity securi-
ties of public companies principally engaged in the real estate business. A
company is "principally engaged" in the real estate business if at least 50%
of the fair market value of its assets, as determined by the Adviser, consists
of interests in, or at least 50% of its gross income or net profits are de-
rived from the ownership, construction, management, financing or sale of, res-
idential, commercial, or industrial real estate. Equity securities in which
the Portfolio may invest are limited to common and preferred stocks, convert-
ible bonds and convertible preferred stocks and warrants. All equity securi-
ties in which the Portfolio invests will be listed on a U.S. national securi-
ties exchange or traded in the over-the-counter market.
Total return is composed of current income and capital appreciation. Under
normal circumstances, the Portfolio will seek to maintain a balanced portfolio
of securities which are income producing and securities which offer potential
for capital appreciation.
Under normal conditions, at least 65% of the Portfolio's total assets will
be invested in the equity securities of companies, a majority of whose assets
are represented by the ownership of real property, including leasehold inter-
ests. Such companies may include equity, mortgage and hybrid REITs and other
companies with substantial real estate holdings. Although not an investment
policy of the Portfolio, it is anticipated that under normal circumstances ap-
proximately 60% to 90% of the Portfolio's total assets will be invested in
REITs and that a majority of the Portfolio's REIT investments will consist of
equity securities of equity and hybrid REITs.
The Portfolio may invest up to 35% of its total assets in equity securities
of companies not principally engaged in the real estate business (as defined
above) but nonetheless engaged in businesses related thereto. These companies
may include manufacturers and distributors of building supplies, financial in-
stitutions
8
<PAGE>
which make or service mortgages, and companies whose real estate assets are
substantial relative to the companies' stock market valuations, such as re-
tailers, railroads and paper and forest products companies.
When the Adviser believes that market conditions warrant a defensive posi-
tion, up to 100% of the Portfolio's assets may be held in cash and short-term
investments. See "SHORT-TERM INVESTMENTS AND REPURCHASE AGREEMENTS" below for
a description of the types of short-term instruments in which the Portfolio
may invest for temporary defensive purposes. When the Portfolio is in a defen-
sive position, it may not necessarily be pursuing its stated investment objec-
tive.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corporation
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, if unrated, de-
termined by the Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's 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, it is expected that a Portfo-
lio 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.")
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, the Portfolio buys a security and simultaneously commits
to
9
<PAGE>
sell it back at an agreed upon price plus an agreed upon market rate of inter-
est. Under a repurchase agreement, the seller is required to maintain the
value of securities subject to the agreement at not less than 100% of the re-
purchase 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 the Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures.
The Fund 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 assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Trustees. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.
An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Trustees. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.
PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to 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 more information on taxation). The Portfolio will not normally en-
10
<PAGE>
gage in short-term trading, but reserves the right to do so. The table set
forth in "Financial Highlights" presents the Portfolio's historical portfolio
turnover ratios.
INVESTMENT COMPANIES
The Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end investment companies. No more than 5% of the 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 upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the 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 Portfolio will bear expenses of the DSI Money Mar-
ket Portfolio on the same basis as all of its other shareholders.
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. Under the
supervision of the Fund's Board of Trustees, the Adviser determines the li-
quidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these re-
stricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these se-
curities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.
REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Code. The Code
permits a qualifying REIT to deduct the dividends paid, thereby effectively
eliminating corporate level federal income tax and making the REIT a pass-
through vehicle for federal income tax purposes. To meet the definitional re-
quirements of the Code, a REIT must, among other things: invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs), cash and government securities; derive most of its income from rents
from real property or interest
11
<PAGE>
on loans secured by mortgages on real property; and distribute annually 95% or
more of its otherwise taxable income to shareholders.
REITs are sometimes informally characterized as equity REITs, mortgage REITs
and hybrid REITs. An equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings; a mortgage REIT invests primarily
in mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is antici-
pated that under normal circumstances, approximately 10% to 15% of the REITs
in which the Portfolio invests will have operating histories of less than
three years.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the U.S. Government or any of its agencies or instrumentali-
ties);
(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 (other than securities of REITs) that have (with
predecessors) a continuous operating history of less than 3 years;
(d) make loans except by purchasing debt securities in accordance with its
investment objective and policies or entering into repurchase agree-
ments or by lending its portfolio securities to banks, brokers, deal-
ers and other financial institutions so long as the loans are made in
compliance with the 1940 Act, as amended, or the Rules and Regulations
or interpretations of the SEC;
(e) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's total assets valued at the lower of market or
cost, and (ii) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or
(f) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.
The Portfolio's investment objective and investment limitations (a), (b),
(d), and (e)(i) listed above are fundamental policies and may be changed only
with the approval of the holders of a majority of the outstanding voting secu-
rities of the Portfolio. The other investment limitations described here and
those not specified
12
<PAGE>
as fundamental in the SAI as well as the Portfolio's investment policies are
not fundamental and the Fund's Board of Trustees may change them without
shareholder approval upon reasonable notice to investors.
PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), without a sales commission at the net asset value per share
next determined after an order is received by the Fund or its designated Serv-
ice Agent and payment is received by the Custodian. (See "VALUATION OF
SHARES.") The minimum initial investment required is $250,000, except that in-
stitutions purchasing shares of the Portfolio on behalf of accounts maintained
by the institution may aggregate such accounts to satisfy the minimum initial
investment requirement. 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 a 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. A 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.
13
<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 does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment. The Fund will not accept third-party
checks to purchase shares of a Portfolio. 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, the Portfolio selected, the amount being wired and the name of the
bank wiring the funds. The call must be received prior to the close of
regular trading on the NYSE (generally 4:00 p.m. Eastern Time) to re-
ceive that day's price. An account number will then be provided to you
in addition to wiring instructions. 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.
14
<PAGE>
. 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 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 ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified 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 shareholder's account.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. Subsequent investments will
be accepted in any amount. Shares may be purchased at net asset value by mail-
ing a check to the UAM Funds Service Center (made payable to "UAM Funds") at
the above address or by wiring money to the Custodian Bank using the instruc-
tions outlined above. When making additional investments, be sure that the ac-
count number, account name and the Portfolio to be purchased are identified on
the check or wire. Prior to wiring additional investments, notify the UAM
Funds Service Center by calling the number on the cover of this Prospectus.
Mail orders should include, when possible, the "Invest by Mail" stub which ac-
companies any Fund confirmation statement.
PURCHASE BY ACH
If you have made this election, shares of a 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
4:00 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 manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and its shareholders.
15
<PAGE>
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
Fund. Purchases of shares will be made in full and fractional shares of the
Portfolio calculated to three decimal places. Certificates for fractional
shares will not be issued. Certificates for whole shares will not be issued
except at the written request of the shareholder.
IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a 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 included in
the Portfolio (current market quotations must be readily available for
such securities);
. the investor represents and agrees that all securities offered to be ex-
changed are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or other-
wise; and
. the value of any such securities (except U.S. Government securities) be-
ing exchanged together with other securities of the same issuer owned by
the Portfolio will not exceed 5% of the net assets of the Portfolio im-
mediately 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.
16
<PAGE>
BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.
BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion; 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. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent do not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.
17
<PAGE>
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other than
the registered address; or
. share transfer requests.
Signature guarantees will be accepted from any eligible guarantor 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
fifty percent of the required minimum initial investment amount for the Port-
folio as set forth in the Prospectus, where the reduction in value has oc-
curred due to a redemption or exchange out of the account. If at any time your
total investment does not have a value of at least fifty percent of the re-
quired 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 liquidated. Retirement ac-
18
<PAGE>
counts and certain other accounts will not be subject to automatic liquida-
tion. Reductions in value that result solely from market activity will not
trigger an involuntary redemption.
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 Pro-
spectus.) Exchange requests should be made by contacting the UAM Funds Service
Center.
Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center for a copy of the Prospectus for the Portfolio(s)
in which you are interested. Exchanges can only be made with Portfolios that
are qualified for sale in a shareholder's state of residence.
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. Eastern Time) will
be processed 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. 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. For additional information regarding responsibility for the authenticity
of telephoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE". An ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of the Portfolio with a
minimum value of $2,500 or more to purchase shares automatically (minimum of
$100 per transaction) at regular intervals selected by the shareholder. Pro-
vided the shareholder's bank or other financial institution allows automatic
withdrawals, shares are purchased by transferring funds via the Automated
Clearing House ("ACH"). Investments made through ACH will be automatically
transferred from
19
<PAGE>
a shareholder's checking, bank money market or NOW account designated by the
shareholder. Such withdrawals are made electronically, if the shareholder's
bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.
To establish an Automatic Investment Plan, a shareholder must complete the
appropriate sections of the Account Application and mail it to Chase Global
Funds Services Company. A shareholder may cancel his/her participation or
change the amount of purchase at any time by mailing written notification to
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798 and
notification generally will be effective three business days following re-
ceipt. 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 attributable to the class, less any liabilities attrib-
utable to the class, by the total number of shares outstanding attributable to
the class. The net asset value per share of the Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
20
<PAGE>
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 valuation date for which market quotations are read-
ily available are valued neither exceeding the current asked prices nor less
than the current bid prices. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is
based upon the bid price of the foreign currency against U.S. dollars quoted
by any major bank or by a broker.
Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Trustees determines that amortized cost reflects fair value.
The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at
fair value using methods determined by the Trustees.
PERFORMANCE CALCULATIONS
The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance. Yield and total return are calcu-
lated separately for each class of the Portfolio.
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.
Performance will be calculated separately for Institutional Class and Advi-
sor Class Shares. Dividends paid by the Portfolio with respect to Institu-
tional Class and Advisor Class Shares, to the extent any dividends are paid,
will be calculated in the same manner at the same time on the same day and
will be in the same amount,
21
<PAGE>
except that service and distribution fees relating to Advisor Class Shares
will be borne exclusively by that class.
The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolio's SAI. This information may also be included in sales
literature and advertising.
The Portfolio's Annual Report to Shareholders, for its most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
and 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 the distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Code, for federal income tax purposes and to meet all
other requirements that are necessary for it (but not its shareholders) to be
exempt from federal taxes on income and gains paid to shareholders in the form
of dividends. To do this, the Portfolio must, among other things, distribute
substantially all of its ordinary income and net capital gains on a current
basis and maintain a portfolio of investments which satisfies certain diversi-
fication 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 or 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.
22
<PAGE>
The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify that your Social Security
or Taxpayer Identification Number you have provided is correct and that either
you are not currently subject to backup withholding or you are exempt from
backup withholding. This certification must be made on the Application or on a
separate form supplied by the Fund.
Dividends and interest received by the Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce the Port-
folio's dividends but are included in the taxable income reported on your tax
statement if the Portfolio qualifies for this tax treatment and elects to pass
it through to you. Consult a tax adviser for more information regarding deduc-
tions and credits for foreign taxes.
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a corporation
formed in 1994 and is located at 180 North LaSalle Street, Suite 3600, Chica-
go, Illinois 60601. The Adviser is an indirect wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), a holding company, and provides
investment management services to corporations, pension and profit-sharing
trusts, endowments, foundations and other tax-exempt institutional investors.
As of the date of this Prospectus, the Adviser had over $ billion in assets
under management.
As compensation for the services rendered by the Adviser under the Agree-
ment, the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rate to the Portfolio's
average daily net assets for the month.
<TABLE>
<CAPTION>
RATE
----
<S> <C>
Heitman/PRA Real Estate Portfolio........... 0.75% of the first $100 million;
plus 0.65% in excess of $100
million.
</TABLE>
The fees paid by the Portfolio, although higher than the investment advisory
fees paid by most other mutual funds, is comparable to the fees paid for simi-
lar services by many funds with similar investment objectives and policies.
The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their 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 its reve-
nues, its profits or any other
23
<PAGE>
source available to it. When such service arrangements are in effect, they are
made generally available to all qualified service providers.
The Adviser and ACG Capital Corporation ("ACG"), which is the distributor of
the Advisor Class Shares, have entered into a marketing services agreement
with respect to the sale of certain Institutional Class Shares. Under the mar-
keting services agreement, the Adviser will pay ACG additional compensation in
the amount of .25 of 1% of the net asset value of the Fund represented by In-
stitutional Class Shares purchased by investors introduced to the Adviser by
ACG. In addition, the Adviser has agreed to make certain continuing payments
to ACG in the event that the marketing services agreement is terminated (as
long as ACG remains registered as a broker/dealer). However, if the Adviser
terminates the agreement for "cause" or if ACG terminates its distribution
agreement with the Fund, ACG is not entitled to such continuing payments. Fi-
nally, the agreement provides that ACG will not serve as a distributor of any
other open-end registered investment company that invests primarily in shares
of REITs (subject to a limited exception) and that the Adviser will not offer
sponsor, advise or otherwise promote any open-end registered investment com-
pany for which ACG is not the distributor, subject to certain exceptions.
Under the Investment Advisory Agreement, (the "Agreement") with the Fund,
dated as of March 2, 1998, the Adviser manages the investment and reinvestment
of the Portfolio's assets. The Adviser must adhere to the stated investment
objective and policies of the Portfolio, and is subject to the control and su-
pervision of the Fund's Trustees.
The investment professionals of the Adviser who are primarily responsible
for the day-to-day management of the Portfolio and a description of their
business experience during the past five years are as follows:
DEAN A. SOTTER -- Mr. Sotter is President of the Adviser with overall re-
sponsibility for portfolio management and marketing. Prior to joining the Ad-
viser, Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a
Portfolio Manager and Vice President of JMB Institutional Realty Corporation
from 1985-1992, where his responsibilities included property level analysis,
budgeting and valuation as well as financial reporting and client communica-
tions.
TIMOTHY J. PIRE -- Mr. Pire is Vice President of the Adviser with responsi-
bility for portfolio management, investigation and analysis of publicly traded
real estate securities and implementation of the investment strategy through
portfolio management. Prior to joining the Adviser, Mr. Pire served as a Re-
search Analyst with PRA Securities Advisors, L.P., and he was an Associate Ap-
praiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full narra-
tive appraisals.
24
<PAGE>
RANDALL E. NEWSOME -- Mr. Newsome is Vice President of the Adviser with re-
sponsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research Ana-
lyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsi-
ble for property management, leasing and construction management.
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 following Portfolio specific fee is calculated from the ag-
gregate net assets of the Portfolio:
<TABLE>
<CAPTION>
ANNUAL RATE
-----------
<S> <C>
Heitman/PRA Real Estate Portfolio................................ 0.06%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined UAM 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 each Portfolio of the Fund on the basis of its rel-
ative assets and are subject to a graduated minimum fee schedule per Portfo-
lio, which starts at $2,000 per month and increases to $70,000 annually after
two years. If a separate class of shares is added to a Portfolio, its minimum
annual fee increases by $20,000.
DISTRIBUTOR
UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110,
distributes
25
<PAGE>
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 Heitman/PRA Real Estate
Portfolio -- Institutional Class Shares offered in this Prospectus. The Agree-
ment continues in effect as long as it is approved at least annually by the
Fund's Board of Trustees. Those approving the Agreement must include a major-
ity of Trustees who are neither parties to the Agreement nor interested per-
sons of any such party. The Agreement provides that the Fund will bear costs
of registration of its shares with the SEC and various states as well as the
printing of its prospectuses, its SAIs and its reports to shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios and direct the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folios. The Adviser may, however, consistent with the interests of the Portfo-
lio, select brokers on the basis of research, statistical and pricing services
they or their affiliates provide to the Portfolios. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by the Adviser under the Investment Advisory
Agreement. A commission paid to such brokers may be higher than that which an-
other qualified broker would have charged for effecting the same transaction,
provided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that the commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients.
Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.
If a purchase or sale of securities is consistent with the investment 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.
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
26
<PAGE>
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.
The shares of the Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and have no pre-emptive rights. They have noncumulative voting rights, which
means that holders of more than 50% of shares voting for the election of
Trustees can elect 100% of the Trustees. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share
held), then standing in his name on the books of the Fund.
As of January 22, 1998, United Nations Joint Staff Pension Fund, c/o Henry
L. Ouma, Investment Management Service, United Nations, Room S-0702, New York,
NY 10017, held of record 38% of the outstanding shares of the Portfolio's In-
stitutional Class Shares. The persons or organizations owning 25% or more of
the outstanding shares of the Portfolio may be presumed to "control" (as that
term is defined in the 1940 Act) the Portfolio. As a result, these persons or
organizations could have the ability to vote a majority on any matter requir-
ing the approval of shareholders of the Portfolio.
Both Institutional Class and Advisor Class Shares represent an interest in
the same assets of a Portfolio. Advisor Class Shares impose a sales load and
bear certain expenses related to shareholder servicing and distribution of
such shares. Advisor Class Shares have exclusive voting rights for matters re-
lating to such distribution expenditures. The Board of Trustees has authorized
an Institutional Service Class of shares which is not currently offered by
this Portfolio. Information about the Advisor Class Shares of the Portfolios
is available upon request by contacting the UAM Funds Service Center.
Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Trustees will call a
meeting of shareholders if such a meeting is requested in writing by the hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters to the extent required by
the undertaking.
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund.
27
<PAGE>
REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.
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.
28
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
Heitman/PRA Real Estate Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
29
<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- [_] Non- ----------------
Alien Resident Specify Country
Alien
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
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.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
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 servicing account
(as it appears on Selling Group
Agreement)
-----------------------------------------
- ---------------------------------- City State Zip Code
Address of home office
-----------------------------------------
- ---------------------------------- Representative's Name, Number,
City State Zip Code Branch Number
- ---------------------------------- -----------------------------------------
Authorized signature of dealer Representative's telephone number
- ----------------------------------
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.
-------------------------------------------------------------------------------
UAM Funds Service Center
<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 forms a correct Taxpayer ID Number or Social
Security Number.
b. I am not subject to backup withholding because (i) I have not been
notified by the Internal Revenue Service that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (ii) the IRS has notified me that I am no longer subject
to backup withholding (Cross out item "b" if you have been notified by
the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return.)
- --------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
- ------------------------------------------------------ --------------------
Signature (Owner, Trustee, etc.) Date
- ------------------------------------------------------ --------------------
Signature (Joint Owner, Co-trustee, etc.) Date
================================================================================
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:
. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.
. Custodial/Gift Supply minor's Social Security Number.
to Minor
. a trust Supply the Taxpayer Identification Number of the legal
. a corporation, entity or organization that will report income and/or
partnership, capital gains.
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>
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
Investment Adviser
Heitman/PRA Securities Advisors, Inc.
180 North LaSalle Street
Suite 3600
Chicago, IL 60601
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
PROSPECTUS
, 1998
<PAGE>
UAM Funds
Prospectus
1998
------------------------------------------
Heitman/PRA Real Estate Portfolio
------------------------------------------
Advisor Class Shares
[PICTURE APPEARS HERE]
[LOGO OF UAM FUNDS APPEARS HERE]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Estimated Fund Expenses.................................................... 2
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objective....................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 20
Service and Distribution Plans............................................. 22
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 25
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 27
Investment Adviser......................................................... 28
Administrative Services.................................................... 29
Distributor................................................................ 30
Portfolio Transactions..................................................... 30
General Information........................................................ 31
</TABLE>
<PAGE>
UAM FUNDS HEITMAN/PRA REAL ESTATE PORTFOLIO
ADVISOR 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 Heitman/PRA Real Estate Portfolio currently offers two separate
classes of shares: Institutional Class Shares and Advisor Class Shares. Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Advisor Class Shares impose a sales
load and bear fees payable by the class (at the rate of .50% per annum) to fi-
nancial institutions for services they provide to the owners of such shares.
The securities offered in this Prospectus are Advisor Class Shares of one di-
versified Portfolio of the Fund managed by Heitman/PRA Securities Advisors,
Inc.
HEITMAN/PRA REAL ESTATE PORTFOLIO. Heitman/PRA Real Estate Portfolio (the
"Portfolio") seeks high total return consistent with reasonable risk by in-
vesting primarily in equity securities of public companies principally engaged
in the real estate business. Each investment is selected based upon a determi-
nation by the Fund's Adviser that the anticipated total return, considering
both income and potential for capital appreciation, is high relative to the
risk assumed.
There can be no assurance the Portfolio will achieve its stated objective.
Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated ,1998 and has been in-
corporated by reference into this Prospectus. For a free copy of the SAI, con-
tact 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>
ESTIMATED FUND EXPENSES
The following table illustrates expenses and fees that a shareholder of the
Portfolio's Advisor Class Shares will incur. Transaction fees may be charged
if a broker-dealer or other financial intermediary deals with the Fund on your
behalf. (See "PURCHASE OF SHARES.")
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Sales Load Imposed on Purchases........................................ 4.75%
Sales Load Imposed on Reinvested Dividends............................. NONE
Deferred Sales Load.................................................... NONE
Redemption Fees........................................................ NONE
Exchange Fees.......................................................... NONE
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<S> <C>
Investment Advisory Fees.............................................. 0.70%+
12b-1 Fees (Including Shareholder Servicing Fees)++................... 0.50%
Other Expenses........................................................ 0.09%
Administrative Fees................................................. 0.16%
-----
Total Operating Expenses:............................................. 1.45%
=====
</TABLE>
- -----------
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee calculated
daily and paid monthly in arrears, at the annual rate of 0.75% of the Port-
folio's first $100 million of average daily net assets plus 0.65% of the av-
erage daily net assets of the Portfolio in excess of $100 million.
++ The Advisor Class Shares may bear service fees of 0.25% and distribution
fees and expenses of up to 0.25%. Long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. (See "SERVICE
AND DISTRIBUTION PLANS.")
The above table shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees set forth above for the Portfolio
are
2
<PAGE>
based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will
be approximately $80 million. The effect of expense offsets on Total Operating
Expenses is excluded.
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, (2) a 4.75% initial sales charge and (3) redemption at the end of each
time period. The Portfolio charges no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman/PRA Real Estate Portfolio Advisor
Class Shares............................ $62 $91 $123 $214
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.
NOTE TO EXPENSE TABLE
The information set forth in the table and example above relates only to Ad-
visor Class Shares of the Portfolio. Advisor Class Shares are subject to dif-
ferent total fees and expenses than Institutional Class Shares. Service Agents
may charge other fees to their customers who are beneficial owners of Advisor
Class Shares in connection with their customer accounts. (See "SERVICE AND
DISTRIBUTION PLANS.")
3
<PAGE>
PROSPECTUS SUMMARY
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is an indirect wholly-
owned subsidiary of United Asset Management Corporation. The Adviser and its
affiliated companies are among the nation's largest institutional real estate
advisers with over [870] real estate professionals in [92] offices throughout
the United States, currently managing $[10.2] billion in real estate.
PURCHASE OF SHARES
Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") to investors at net asset value with a sales charge. Share pur-
chases may be made by sending investments directly to the Fund. The minimum
initial investment is $5,000. Subsequent investments will be accepted in any
amount. 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 may be 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 "EX-
CHANGE PRIVILEGE.")
ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agency serv-
ices provided to the Fund and its Portfolios by third-party service providers.
(See "ADMINISTRATIVE SERVICES.")
4
<PAGE>
RISK FACTORS
The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which the Portfolio invests. Prospective investors
should consider the following: (1) In general, the Portfolio will not trade
for short-term profits, but when circumstances warrant, investments may be
sold without regard to the length of time held. High rates of portfolio turn-
over may result in additional transaction costs and the realization of capital
gains. (See "PORTFOLIO TURNOVER."); (2) In addition, the Portfolio may use
various investment practices, including investing in repurchase agreements and
lending of securities. (See "OTHER INVESTMENT POLICIES."); and (3) Under nor-
mal circumstances, at least 65% of the Portfolio's assets will be invested in
the equity securities of companies principally engaged in the real estate in-
dustry. Because the Portfolio will be concentrated in this industry, the Port-
folio may be subject to the risks associated with the direct ownership of real
estate. For example, real estate values may fluctuate as a result of general
and local economic conditions, overbuilding and increased competition, in-
creases in property taxes and operating expenses, changes in zoning laws, ca-
sualty or condemnation losses, regulatory limitations on rents, changes in
neighborhood values, changes in the appeal of properties to tenants, and in-
creases in interest rates. The value of securities of companies which service
the real estate business sector may also be affected by such risks. Thus, the
value of the Portfolio's shares may change at different rates compared to the
value of shares of a mutual fund with investments in many industries. Because
the Portfolio may invest a substantial portion of its assets in Real Estate
Investment Trusts ("REITs"), the Portfolio may also be subject to certain
risks associated with direct investments in REITs. REITs may be affected by
changes in the value of their underlying properties and by defaults by borrow-
ers or tenants. Furthermore, REITs are dependent upon specialized management
skills, have limited diversification and are, therefore, subject to risks in-
herent in financing a limited number of projects. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders, and
certain REITs have self-liquidation provisions by which mortgages held may be
paid in full and distributions of capital returns may be made at any time. In
addition, the performance of a REIT may be affected by its failure to qualify
for tax-free pass-through of income under the Internal Revenue Code of 1986,
as amended (the "Code") or its failure to maintain exemption from registration
under the Investment Company Act of 1940 (the "1940 Act"). (See "REAL ESTATE
INVESTMENT TRUSTS.")
5
<PAGE>
FINANCIAL HIGHLIGHTS
ADVISOR CLASS SHARES
Prior to March 2, 1998, the Portfolio operated as a series of Heitman Secu-
rities Trust and operated under the name Heitman Real Estate Fund. On March 2,
1998, after approval by its shareholders, the Heitman Real Estate Fund was re-
organized as part of the UAM Funds Trust and renamed the Heitman/PRA Real Es-
tate Portfolio.
The following table provides selected per share information for a share out-
standing throughout the period presented for the Heitman/PRA Real Estate Port-
folio's Advisor Class Shares. This table is part of the Portfolio's Financial
Statements, which are included in the Portfolio's 1996 Annual Report to Share-
holders and 1997 Semi-Annual Report to Shareholders. The Annual and Semi-An-
nual Reports are incorporated by reference into the Portfolio's SAI. The Port-
folio's Financial Statements for the year ended December 31, 1996 have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also incorporated by reference into the SAI. The Portfolio's Fi-
nancial Statements for the period ended June 30, 1997 are unaudited. The Fi-
nancial Statements for the period prior to January 1, 1996 have been audited
by Arthur Andersen LLP. Please read the following information in conjunction
with the Portfolio's 1996 Annual Report to Shareholders and 1997 Semi-Annual
Report to Shareholders.
6
<PAGE>
<TABLE>
<CAPTION>
ADVISOR CLASS SHARES
--------------------
FOR THE
SIX-MONTH PERIOD FOR THE FOR THE PERIOD
ENDED FISCAL YEAR MAY 15, 1995+
JUNE 30, 1997 ENDED THROUGH
(UNAUDITED) DECEMBER 31, 1996 DECEMBER 31, 1995
---------------- ----------------- -----------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD............... $ 10.98 $ 8.67 $ 8.00
------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment incomea.. 0.14 0.31 0.23
Net realized and
unrealized gain on
investments........... 0.52 2.84 0.80
------- ------- ------
Total from investment
operations.......... 0.66 3.15 1.03
------- ------- ------
DISTRIBUTIONS
From net investment
incomea............... (0.14) (0.31) (0.23)
In excess of net
investment income..... (0.05) (0.12) 0.00
From net realized gain
on investments........ 0.00 (0.41) 0.00
From tax return of
capitalb.............. 0.00 0.00 (0.13)
------- ------- ------
Total distributions... (0.19) (0.84) (0.36)
------- ------- ------
NET ASSET VALUE, END OF
PERIOD.................. $ 11.45 $ 10.98 $ 8.67
======= ======= ======
Total Returnc............. 6.07% 37.44% 13.19%
------- ------- ------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period
(in 000's)............ $73,355 $79,805 $5,520
Ratio of expenses to
average net assets.... 1.58%* 1.73% 1.99%*d
Ratio of net investment
income to average net
assetsa............... 2.55%* 3.91% 4.27%*d
Portfolio Turnover...... 83.41%* 59.88% 65.33%*
Average commission rate
paide................. $0.0409 $0.0504 --
</TABLE>
- -----------
* Annualized.
+ Commencement of Operations.
a Distributions from REIT investments generally include a return of capital,
which the Fund records as a reduction in the cost basis of its investments.
b Historically, the Fund has distributed to its shareholders amounts approxi-
mating dividends received from the REITs. Such distributions may include a
portion which may be a return of capital.
c This result does not include the sales charge. If the charge had been in-
cluded, the return would have been lower. The total return figure for the
fiscal periods ended June 30, 1997 and December 31, 1995 have not been
annualized.
d During 1995, the Advisor agreed to reimburse a portion of the Advisor
Shares' expenses. Without reimbursement, the expense ratio would have been
5.34% and the ratio of net investment income to average net assets would
have been .92%.
e Required disclosure for fiscal years beginning after September 1, 1995 pur-
suant to SEC regulations.
7
<PAGE>
INVESTMENT OBJECTIVE
The Portfolio's investment objective is to obtain high total return consis-
tent with reasonable risk by investing primarily in equity securities of pub-
lic companies principally engaged in the real estate business. Each investment
will be selected based upon a determination by the Adviser that the antici-
pated total return, considering both income and potential for capital appreci-
ation, is high relative to the risk assumed. There can be no assurance that
the Portfolio will achieve its objective and the Portfolio may not achieve as
high a total return as other investment companies that invest in a broader
universe of securities. The Portfolio's investment objective is a fundamental
policy and may be changed only by the affirmative vote of the holders of a ma-
jority of the Portfolio's shares.
INVESTMENT POLICIES
The Portfolio seeks to achieve its objective by investing in equity securi-
ties of public companies principally engaged in the real estate business. A
company is "principally engaged" in the real estate business if at least 50%
of the fair market value of its assets, as determined by the Adviser, consists
of interests in, or at least 50% of its gross income or net profits are de-
rived from the ownership, construction, management, financing or sale of, res-
idential, commercial, or industrial real estate. Equity securities in which
the Portfolio may invest are limited to common and preferred stocks, convert-
ible bonds and convertible preferred stocks and warrants. All equity securi-
ties in which the Portfolio invests will be listed on a U.S. national securi-
ties exchange or traded in the over-the-counter market.
Total return is composed of current income and capital appreciation. Under
normal circumstances, the Portfolio will seek to maintain a balanced portfolio
of securities which are income producing and securities which offer potential
for capital appreciation.
Under normal conditions, at least 65% of the Portfolio's total assets will
be invested in the equity securities of companies, a majority of whose assets
are represented by the ownership of real property, including leasehold inter-
ests. Such companies may include equity, mortgage and hybrid REITs and other
companies with substantial real estate holdings. Although not an investment
policy of the Portfolio, it is anticipated that under normal circumstances ap-
proximately 60% to 90% of the Portfolio's total assets will be invested in
REITs and that a majority of the Portfolio's REIT investments will consist of
equity securities of equity and hybrid REITs.
The Portfolio may invest up to 35% of its total assets in equity securities
of companies not principally engaged in the real estate business (as defined
above) but nonetheless engaged in businesses related thereto. These companies
may include manufacturers and distributors of building supplies, financial in-
stitutions
8
<PAGE>
which make or service mortgages, and companies whose real estate assets are
substantial relative to the companies' stock market valuations, such as re-
tailers, railroads and paper and forest products companies.
When the Adviser believes that market conditions warrant a defensive posi-
tion, up to 100% of the Portfolio's assets may be held in cash and short-term
investments. See "SHORT-TERM INVESTMENTS AND REPURCHASE AGREEMENTS" below for
a description of the types of short-term instruments in which the Portfolio
may invest for temporary defensive purposes. When the Portfolio is in a defen-
sive position, it may not necessarily be pursuing its stated investment objec-
tive.
OTHER INVESTMENT POLICIES
SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corporation
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, if unrated, de-
termined by the Adviser to be of comparable quality.
The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's 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, it is expected that a Portfo-
lio 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.")
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
9
<PAGE>
repurchase agreement, the 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 required to maintain the
value of securities subject to the agreement at not less than 100% of the re-
purchase 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 the Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures.
The Fund 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 assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Trustees. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.
An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Trustees. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.
PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to Portfo-
lio trading costs, higher rates of portfolio turnover may result in the reali-
zation of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
10
<PAGE>
TAXES" for more information on taxation). The Portfolio will not normally en-
gage in short-term trading, but reserves the right to do so. The table set
forth in "Financial Highlights" presents the Portfolio's historical portfolio
turnover ratios.
INVESTMENT COMPANIES
The Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end investment companies. No more than 5% of the 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 upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the 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 Portfolio will bear expenses of the DSI Money Mar-
ket Portfolio on the same basis as all of its other shareholders.
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. Under the
supervision of the Fund's Board of Trustees, the Adviser determines the li-
quidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these re-
stricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these se-
curities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.
REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Code. The Code
permits a qualifying REIT to deduct the dividends paid, thereby effectively
eliminating corporate level federal income tax and making the REIT a pass-
through vehicle for federal income tax purposes. To meet the definitional re-
quirements of the Code, a REIT must, among other things: invest substantially
all of its assets in
11
<PAGE>
interests in real estate (including mortgages and other REITs), cash and gov-
ernment securities; derive most of its income from rents from real property or
interest on loans secured by mortgages on real property; and distribute annu-
ally 95% or more of its otherwise taxable income to shareholders.
REITs are sometimes informally characterized as equity REITs, mortgage REITs
and hybrid REITs. An equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings; a mortgage REIT invests primarily
in mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is antici-
pated that under normal circumstances, approximately 10% to 15% of the REITs
in which the Portfolio invests will have operating histories of less than
three years.
INVESTMENT LIMITATIONS
The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its to-
tal assets at the time of purchase in the securities of any sin-
gle issuer (other than obligations issued or guaranteed as to
principal and interest by the U.S. Government or any of its agen-
cies or instrumentalities);
(b) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;
(c) invest more than 5% of its assets at the time of purchase in the
securities of companies (other than securities of REITs) that
have (with predecessors) a continuous operating history of less
than 3 years;
(d) make loans except by purchasing debt securities in accordance
with its investment objective and policies or entering into re-
purchase agreements or by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long
as the loans are made in compliance with the 1940 Act, as amend-
ed, or the Rules and Regulations or interpretations of the SEC;
(e) (i) borrow, except from banks and as a temporary measure for ex-
traordinary or emergency purposes and then, in no event, in ex-
cess of 33 1/3% of the Portfolio's total assets valued at the
lower of market or cost, and (ii) a Portfolio may not purchase
additional securities when borrowings exceed 5% of total assets;
or
(f) pledge, mortgage or hypothecate any of its assets to an extent
greater than 33 1/3% of its total assets at fair market value.
12
<PAGE>
The Portfolio's investment objective and investment limitations (a), (b),
(d), and (e)(i) listed above are fundamental policies and may be changed only
with the approval of the holders of a majority of the outstanding voting secu-
rities of the Portfolio. The other investment limitations described here and
those not specified as fundamental in the SAI as well as the Portfolio's in-
vestment policies are not fundamental and the Fund's Board of Trustees may
change them without shareholder approval upon reasonable notice to investors.
PURCHASE OF SHARES
Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") with a sales charge at the net asset value per share next de-
termined after an order is received by the Fund or its designated Service
Agent and payment is received by the Custodian. (See "SERVICE AND DISTRIBUTION
PLANS" and "VALUATION OF SHARES.") The minimum initial investment required is
$5,000. Certain exceptions may be permitted by the officers of the Fund.
The Portfolio issues two classes of shares: Institutional Class and Advisor
Class Shares. The two classes of shares each represent interests in the same
portfolio of investments, have the same rights and are identical in all re-
spects, except that the Advisor Class Shares offered by this Prospectus impose
a sales charge on purchases, bear shareholder servicing expenses and distribu-
tion plan expenses, and have exclusive voting rights with respect to the Rule
12b-1 Distribution Plan pursuant to which the distribution fee may be paid.
The two classes have different exchange privileges. (See "SHAREHOLDER SERVIC-
ES -- EXCHANGE PRIVILEGE.") The net income attributable to Advisor Class
Shares and the dividends payable on Advisor Class Shares will be reduced by
the amount of the shareholder servicing and distribution fees; accordingly,
the net asset value of the Advisor Class Shares will be reduced by such amount
to the extent the Portfolio has undistributed net income.
Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which
are not subject to the Rule 12b-1 Service and Distribution Plans, which may
include transaction fees and/or service fees paid by the Fund from the Fund
assets attributable to the Service Agent and, would not be imposed if shares
of the Portfolio were purchased directly from the Fund or the Distributor. The
Service Agents may provide shareholder services to their customers that are
not available to a shareholder dealing directly with the Fund. Each Service
Agent is responsible for transmitting to its customers a schedule of any such
fees and information regarding any additional or different conditions regard-
ing purchases and redemptions. Shareholders who are customers of Service
Agents should consult their Service Agent for
13
<PAGE>
information regarding these fees and conditions. A salesperson and any other
person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.
Service Agents, 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 a 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. A 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.
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 to be converted into Federal Funds (monies cred-
ited 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
purchase shares of a Portfolio. 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, the Portfolio selected, the amount being wired and the name of the
bank wiring the funds. The call must be received prior to the close of
regular
14
<PAGE>
trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive that
day's price. An account number will then be provided to you in addition
to wiring instructions. 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 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 ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified 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 shareholder's account.
ADDITIONAL INVESTMENTS
Additional investments can be made at any time. Subsequent investments will
be accepted in any amount. Shares may be purchased at net asset value by mail-
ing a check to the UAM Funds Service Center (made payable to "UAM Funds") at
the above address or by wiring money to the Custodian Bank using the instruc-
tions outlined above. When making additional investments, be sure that the ac-
count number, account name and the Portfolio to be purchased are identified on
the check or wire. Prior to wiring additional investments, notify the Fund by
calling the number on the cover of this Prospectus. Mail orders should in-
clude, when possible, the "Invest by Mail" stub which accompanies any Fund
confirmation statement.
PURCHASE BY ACH
If you have made this election, shares of a Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should com-
15
<PAGE>
plete the appropriate sections of the Account Application and attach a voided
check or deposit slip to the Account Application. This option must be estab-
lished on your account at least 15 days prior to your initiating an ACH trans-
action. (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 re-
serves 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 manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines 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 Fund. Purchases of a Portfolio's shares
will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.
IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a 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 included in
the Portfolio (current market quotations must be readily available for
such securities);
16
<PAGE>
. the investor represents and agrees that all securities offered to be ex-
changed are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or other-
wise; and
. the value of any such securities (except U.S. Government securities) be-
ing exchanged together with other securities of the same issuer owned by
the Portfolio will not exceed 5% of the net assets of the Portfolio im-
mediately 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.
FEES AND CHARGES
Sales Charges. Except as described under "Special Programs," the purchase
price of an Advisor Class Share of the Fund is the Fund's per share net asset
value after the purchase order is duly received, as defined herein, plus a
sales charge that varies depending on the dollar amount of the shares pur-
chased as set forth below. A major portion of this sales charge is reallowed
by the Distributor to the Authorized Broker responsible for the sale.
<TABLE>
<CAPTION>
DOLLAR AMOUNT SALES CHARGE PAID SALES CHARGE PAID DEALER
OF PURCHASE BY INVESTORS AS % BY INVESTOR AS % CONCESSION AS %
TRANSACTION OF PURCHASE PRICE OF NET ASSET VALUE OF PURCHASE PRICE
- ------------- ----------------- ------------------ -----------------
<S> <C> <C> <C>
Less than $100,000...... 4.75 4.99 4.00
$100,000 or above but
less than $250,000.... 4.00 4.17 3.50
$250,000 or above but
less than $500,000.... 3.00 3.09 2.50
$500,000 or above but
less than $1 million.. 2.00 2.04 1.75
$1 million and above.... 1.00 1.01 .75
</TABLE>
The reduced charges described above are applicable to purchases of
$100,000 or more made at any one time by groups of "related investors" such
as immediate family members. See the SAI for more complete information con-
cerning related investors.
At the discretion of the Distributor, the entire sales charge may at times
be reallowed to dealers. During periods when 90% or more of the sales charge
is reallowed, such dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1933. The Distributor, at their expense, may
also provide additional compensation to dealers in connection with sales of
Advisor Class Shares of the Fund. Compensation may include financial assis-
tance to dealers in connection with conferences, sales or training programs
for their employees, semi-
17
<PAGE>
nars for the public, advertising, sales campaigns and/or shareholder services
and programs regarding the Fund and other dealer-sponsored programs or events.
In some instances, this compensation may be made available only to certain
dealers whose representatives have sold or are expected to sell significant
amounts of such Advisor Class Shares. Compensation may include payment for
travel expenses, including lodging, incurred in connection with trips taken by
invited registered representatives and members of their families to locations
within or outside of the United States for meetings or seminars of a business
nature. Details relating to any special reallowance or compensation arrange-
ments between the Distributor and any broker or dealer are set forth in the
SAI. Dealers may not use sales of the Fund's shares to qualify for this com-
pensation to the extent prohibited by the laws of any state or any self-regu-
latory agency, such as the National Association of Securities Dealers, Inc.
None of the aforementioned additional compensation is paid for by the Fund or
its shareholders.
Letter of Intent. Shareholders may purchase shares of the Fund at reduced
sales charges by executing a Letter of Intent to purchase no less than an ag-
gregate of $100,000 of shares of the Fund within a 13-month period. The in-
vestor will be charged the sales charge applicable to each purchase made pur-
suant to a Letter of Intent as if the total dollar amount set forth in the
Letter of Intent were being bought in a single transaction. Purchases made
within a 90-day period prior to the execution of a Letter of Intent may be in-
cluded therein; in such case the date of the earliest of such purchases marks
the commencement of the 13-month period.
An investor may include toward completion of a Letter of Intent the current
value of all of the investor's shares of the Fund held of record as of the
date of the Letter of Intent, plus the current value as of such date of all of
such shares held by any "related person" as eligible to join with the investor
in a single purchase.
A Letter of Intent does not bind the investor to purchase the specified
amount. Shares equivalent to 2% of the specified amount will, however, be
taken from the initial purchase (or, if necessary, subsequent purchases) and
held in escrow in the investor's account as collateral against the higher
sales charge which would apply if the total purchase is not completed within
the allotted time. The escrowed shares will be released when the aggregate
purchase specified under the Letter of Intent is completed, or if it is not
completed, when the balance of the higher sales charge is, upon notice, remit-
ted by the investor. All dividends and capital gains distributions with re-
spect to the escrowed shares will be credited to the investor's account.
SPECIAL PROGRAMS
Purchases Through Service Agents, Authorized Brokers and by Certain Other
Investors. Advisor Class Shares also may be purchased without a sales charge
by: registered investment advisers exercising discretionary investment author-
ity with respect to the purchase of Fund shares; accounts of Service Agents
that charge account management fees; registered representatives and employees
(and their
18
<PAGE>
spouses and minor children) of any Authorized Broker or Service Agent; trust
departments of financial institutions; other investment companies in connec-
tion with the sale to the Fund of cash and securities owned by such other in-
vestment companies; separate accounts established and maintained by an insur-
ance company that are exempt from registration under Section 3(c)(11) of the
1940 Act; members of organizations that make recommendations to or permit
group solicitations in connection with the purchase of shares of the Fund; and
"eligible employee benefit plans" of employers who have at least 2,000 U.S.
employees to whom such a plan is made available and, regardless of the number
of employees, if such plan is established and maintained by any Authorized
Broker or Service Agent. An "eligible employee benefit plan" means any plan or
arrangement, whether or not tax qualified, which provides for the purchase of
Fund shares. Sales of shares to such plans must be made in connection with a
payroll deduction system of plan funding or other system acceptable to the
Distributor.
Purchases may also be made at net asset value, without a sales charge, pro-
vided that such purchases are placed through a Service Agent and such pur-
chases are made by the following:
. investment advisers or financial planners who place trades for their
own accounts or the accounts of their clients and who charge a manage-
ment, consulting or other fee for their services;
. clients of such investment advisers or financial planners who place
trades for their own accounts if the accounts are linked to the master
account of such investment adviser or financial planner on the books
and records of the Service Agent; and
. retirement and deferred compensation plans and trusts used to fund
those plans, including, but not limited to, those defined in section
401(a), 403(b) or 457 of the Internal Revenue Code and "rabbi trusts."
MARKETING SERVICES AGREEMENT
The Adviser and ACG have entered into a marketing services agreement with
respect to the sale of Advisor Class Shares and certain Institutional Class
Shares. Under the marketing services agreement, the Adviser will pay ACG addi-
tional compensation in the amount of .15 of 1% of the net asset value of the
Fund represented by the Advisor Class Shares. The Adviser has also agreed to
pay ACG .10% of 1% of the net asset value of Advisor Class Shares held in om-
nibus shareholder accounts maintained by certain Service Agents. In addition,
the Adviser has agreed to make certain continuing payments to ACG in the event
that the marketing services agreement is terminated (as long as ACG remains
registered as a broker/dealer) or if the fees payable to ACG as distributor of
the Advisor Class Shares are reduced. However, if the Adviser terminates the
agreement for "cause"
19
<PAGE>
or if ACG terminates its distribution agreement with the Trust, ACG is not en-
titled to such continuing payments. Finally, the agreement provides that ACG
will not serve as a distributor of any other open-end registered investment
company that invests primarily in shares of REITs (subject to a limited excep-
tion) and that the Adviser will not offer, sponsor, advise or otherwise pro-
mote any open-end registered investment company for which ACG is not the dis-
tributor, subject to certain exceptions.
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:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.
BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion Form; and
. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.
The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); 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
20
<PAGE>
liable for any losses if they fail to do so. These procedures include requir-
ing the investor to provide certain personal identification at the time an ac-
count is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent do not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.
SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other than
the registered address; or
. share transfer requests.
Signature guarantees will be accepted from any eligible guarantor 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.
21
<PAGE>
The Portfolio reserves the right to liquidate any account that is below
fifty percent of the required minimum initial investment amount for the Port-
folio as set forth in the Prospectus, where the reduction in value has oc-
curred due to a redemption or exchange out of the account. If at any time your
total investment does not have a value of at least fifty percent of the re-
quired 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 liquidated. Retirement accounts and certain other accounts will not
be subject to automatic liquidation. Reductions in value that result solely
from market activity will not trigger an involuntary redemption.
SERVICE AND DISTRIBUTION PLANS
Under the Service Plan for Advisor Class Shares, the Fund may enter into
service agreements with Service Agents (broker-dealers or other financial in-
stitutions) who receive fees with respect to the Fund's Advisor Class Shares
owned by shareholders for whom the Service Agent is the dealer or holder of
record, or for whom the Service Agent performs personal services and/or share-
holder account maintenance. These fees are paid out of the assets allocable to
Advisor Class Shares to the Distributor or to the Service Agents directly or
through the Distributor. The Fund reimburses the Distributor or the Service
Agent for payments made at an annual rate of up to 0.25% of the average daily
value of such Advisor Class Shares. Each item for which a payment may be made
under the Service Plan constitutes personal service and/or shareholder account
maintenance and may constitute an expense of distributing Fund shares as the
SEC construes such term under Rule 12b-1. The fees payable for Servicing re-
flect actual expenses up to the limits described herein.
Banks are engaged to act as Service Agent only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank is prohibited from acting as a service agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of the bank would remain Fund shareholders.
The Distribution Plan and Service Plan (the "Plans") provide generally that
a Portfolio may incur distribution and service costs under the Plans which may
not exceed in the aggregate 0.75% per annum of that Portfolio's net assets.
The Board has currently limited aggregate payments under the Plans to 0.50%
per annum of a Portfolio's net assets. Under the Plans, as implemented for the
Portfolio's Advisor Class Shares, Distribution Plan expenses may be no more
than 0.25% and Service Plan expenses may be no more than 0.25%, although the
maximum limit may be paid following appropriate Board approval. The Distribu-
tion Plan would permit payments to the Distributor, broker-dealers, other fi-
nancial institutions, sales representatives or other third parties who render
promotional and distribution services, for items such as sales compensation
and marketing and overhead expenses.
22
<PAGE>
The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. Although
the Plans may be amended by the Board of Trustees, any changes in the Plans
which would materially increase the amounts authorized to be paid under the
Plans must be approved by shareholders of the Class involved. The Plans may be
terminated by the Board of Trustees or Advisor Class shareholders. The amounts
and purposes of expenditures under the Plans are reported to the Board of
Trustees quarterly. The amounts allowable under the Plans for each Class of
Shares of the Portfolios are limited under certain rules of the National Asso-
ciation of Securities Dealers, Inc.
In addition to payments by the Fund under the Plans, the Distributor, United
Asset Management Corporation, the parent company of UAMFSI, and of the Adviser
or any of their affiliates, may, at its own expense, compensate a Service
Agent or other person for marketing, shareholder servicing, record keeping
and/or other services performed with respect to the Fund, a Portfolio or any
Class of Shares of a Portfolio. The person making such payments may do so out
of its revenues, its profits or any other source available to it. Such service
arrangements, when in effect, are made generally available to all qualified
service providers. The Adviser may compensate its affiliated companies for re-
ferring investors to the Portfolio.
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Advisor Class Shares of the Portfolio may be exchanged for Advisor Class
Shares of any other UAM Funds Portfolio -- Advisor Class Shares to the extent
any are created in the future. Exchange requests should be made by contacting
the UAM Funds Service Center.
Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center for a copy of the Prospectus for the Portfolio(s)
in which you are interested. Exchanges can only be made with Portfolios that
are qualified for sale in a shareholder's state of residence.
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 p.m. Eastern Time) will be
processed 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 busi-
ness day. The Fund may modify or terminate the exchange program at any time
upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management deter-
23
<PAGE>
mines 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 ex-
changing into other Portfolios of the Fund. For additional information regard-
ing responsibility for the authenticity of telephoned instructions, see "RE-
DEMPTION OF SHARES -- BY TELEPHONE". An exchange into another UAM Funds Port-
folio is a sale of shares and may result in a gain or loss for income tax pur-
poses. The Fund may modify or terminate the exchange privilege at any time.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of the Portfolio with a
minimum value of $2,500 or more to purchase shares automatically (minimum of
$100 per transaction) at regular intervals selected by the shareholder. Pro-
vided the shareholder's bank or other financial institution allows automatic
withdrawals, shares are purchased by transferring funds via the Automated
Clearing House ("ACH"). Investments made through ACH will be automatically
transferred from a shareholder's checking, bank money market or NOW account
designated by the shareholder. Such withdrawals are made electronically, if
the shareholder's bank or financial institution so permits, or by pre-autho-
rized checks or drafts drawn on the shareholder's bank or other account. The
bank or financial institution must be a member of ACH. At the shareholder's
option, the account designated will be debited in the specified amount, and
shares will be purchased monthly or quarterly.
To establish an Automatic Investment Plan, a shareholder must complete the
appropriate sections of the Account Application and mail it to Chase Global
Funds Services Company. A shareholder may cancel his/her participation or
change the amount of purchase at any time by mailing written notification to
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798 and
notification generally will be effective three business days following re-
ceipt. 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
24
<PAGE>
will vary from payment to payment. If a shareholder owns shares in more than
one Portfolio, the shareholder must designate the Portfolio from which the re-
demptions under a Systematic Withdrawal Plan should be made. A Systematic
Withdrawal Plan may be terminated or suspended at any time by the Fund. A
shareholder may elect at any time, in writing, to terminate participation in
the Systematic Withdrawal Plan. Such written election must be sent to and re-
ceived by the Fund before a termination becomes effective. There is currently
no charge to the shareholder for a Systematic Withdrawal Plan.
VALUATION OF SHARES
The net asset value of the Portfolio is determined by dividing the value of
the Portfolio's assets attributable to the class, less any liabilities attrib-
utable to the class, by the total number of shares outstanding attributable to
the class. The net asset value per share of the Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business.
Equity securities listed on a securities exchange for which market 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 valuation date for which market quotations are read-
ily available are valued neither exceeding the current asked prices nor less
than the current bid prices. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is
based upon the bid price of the foreign currency against U.S. dollars quoted
by any major bank or by a broker.
Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Trustees determines that amortized cost reflects fair value.
The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at
fair value using methods determined by the Trustees.
PERFORMANCE CALCULATIONS
The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance. Yield and total return are calcu-
lated separately for each class of the Portfolio.
25
<PAGE>
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.
Performance will be calculated separately for Institutional Class and Advi-
sor Class Shares. Dividends paid by the Portfolio with respect to Institu-
tional Class and Advisor Class Shares, to the extent any dividends are paid,
will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service and distribution fees relating
to Advisor Class Shares will be borne exclusively by that class.
The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolio's SAI. This information may also be included in sales
literature and advertising.
The Portfolio's Annual Report to Shareholders, for its most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
and telephone number on the cover of this Prospectus.
26
<PAGE>
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 the distributions in cash.
FEDERAL TAXES
The Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Code, for federal income tax purposes and to meet all
other requirements that are necessary for it (but not its shareholders) to be
exempt from federal taxes on income and gains paid to shareholders in the form
of dividends. To do this, the Portfolio must, among other things, distribute
substantially all of its ordinary income and net capital gains on a current
basis and maintain a portfolio of investments which satisfies certain diversi-
fication 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 or 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.
Dividends and interest received by the Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce the Port-
folio's dividends but are included in the taxable income reported on your tax
statement if the Portfolio qualifies for this tax treatment and elects to pass
it through to you. Consult a tax adviser for more information regarding deduc-
tions and credits for foreign taxes.
27
<PAGE>
INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a corporation
formed in 1994 and is located at 180 North LaSalle Street, Suite 3600, Chica-
go, Illinois 60601. The Adviser is an indirect wholly-owned subsidiary of
United Asset Management Corporation, a holding company, and provides invest-
ment management services to corporations, pension and profit-sharing trusts,
endowments, foundations and other tax-exempt institutional investors. As of
the date of this Prospectus, the Adviser had over $ billion in assets under
management.
As compensation for the services rendered by the Adviser under the Agree-
ment, the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rate to the Portfolio's
average daily net assets for the month:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
Heitman/PRA Real Estate Portfolio........... 0.75% of the first $100 million;
plus 0.65% in excess of $100
million.
</TABLE>
The fees paid by the Portfolio, although higher than the investment advisory
fees paid by most other mutual funds, is comparable to the fees paid for simi-
lar services by many funds with similar investment objectives and policies.
The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Adviser and its parent company may also make payments to
unaffiliated brokers who perform distribution, marketing, shareholder and
other services with respect to the Portfolio.
Under the Investment Advisory Agreement, (the "Agreement") with the Fund,
dated as of March 2, 1998, the Adviser manages the investment and reinvestment
of the Portfolio's assets. The Adviser must adhere to the stated investment
objective and policies of the Portfolio, and is subject to the control and su-
pervision of the Fund's Trustees.
The investment professionals of the Adviser who are primarily responsible
for the day-to-day management of the Portfolio and a description of their
business experience during the past five years are as follows:
DEAN A. SOTTER--Mr. Sotter is President of the Adviser with overall respon-
sibility for portfolio management and marketing. Prior to joining the Adviser,
Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a Portfolio
Manager and Vice President of JMB Institutional Realty Corporation from 1985-
1992, where his responsibilities included property level analysis, budgeting
and valuation as well as financial reporting and client communications.
28
<PAGE>
TIMOTHY J. PIRE--Mr. Pire is Vice President of the Adviser with responsibil-
ity for portfolio management, investigation and analysis of publicly traded
real estate securities and implementation of the investment strategy through
portfolio management. Prior to joining the Adviser, Mr. Pire served as a Re-
search Analyst with PRA Securities Advisors, L.P., and he was an Associate Ap-
praiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full narra-
tive appraisals.
RANDALL E. NEWSOME--Mr. Newsome is Vice President of the Adviser with re-
sponsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research Ana-
lyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsi-
ble for property management, leasing and construction management.
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 following Portfolio specific fee is calculated from the ag-
gregate net assets of the Portfolio:
<TABLE>
<CAPTION>
ANNUAL RATE
-----------
<S> <C>
Heitman/PRA Real Estate Portfolio................................ 0.06%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined UAM 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 each Portfolio of the Fund on the basis of its rel-
ative assets and are subject to a graduated minimum fee schedule per Portfo-
lio, which
29
<PAGE>
starts at $2,000 per month and increases to $70,000 annually after two years.
If a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.
DISTRIBUTOR
ACG Capital Corporation (the "Distributor"), 1661 Tice Valley Boulevard
#200, Walnut Creek, California 94595, distributes the Advisor Class Shares of
the Portfolio. Under the Distribution Agreement (the "Agreement"), the Dis-
tributor, as agent of the Fund, agrees to use its best efforts as sole dis-
tributor of the Portfolio's Advisor Class Shares. The Distributor receives
compensation under the Agreement with respect to the Shares offered in this
Prospectus (as described under "SERVICE AND DISTRIBUTION PLANS" and "FEES AND
CHARGES" above). The Agreement continues in effect as long as it is approved
at least annually by the Fund's Board of Trustees. Those approving the Agree-
ment must include a majority of Trustees who are neither parties to the Agree-
ment nor interested persons of any such party. The Agreement provides that the
Fund will bear costs of registration of its shares with the SEC and various
states as well as the printing of its prospectuses, its SAIs and its reports
to shareholders.
PORTFOLIO TRANSACTIONS
The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios and direct the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folios. The Adviser may, however, consistent with the interests of the Portfo-
lio, select brokers on the basis of research, statistical and pricing services
they or their affiliates provide to the Portfolios. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by the Adviser under the Investment Advisory
Agreement. A commission paid to such brokers may be higher than that which an-
other qualified broker would have charged for effecting the same transaction,
provided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that the commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients.
Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.
If a purchase or sale of securities is consistent with the investment 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.
30
<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.
The shares of the Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and have no pre-emptive rights. They have noncumulative voting rights, which
means that holders of more than 50% of shares voting for the election of
Trustees can elect 100% of the Trustees. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share
held), then standing in his name on the books of the Fund.
As of January 22, 1998, United Nations Joint Staff Pension Fund, c/o Henry
L. Ouma, Investment Management Service, United Nations, Room S-0702, New York,
NY 10017, held of record 38% of the outstanding shares of the Portfolio's In-
stitutional Class Shares. The persons or organizations owning 25% or more of
the outstanding shares of the Portfolio may be presumed to "control" (as that
term is defined in the 1940 Act) the Portfolio. As a result, these persons or
organizations could have the ability to vote a majority on any matter requir-
ing the approval of shareholders of the Portfolio.
Both Institutional Class and Advisor Class Shares represent an interest in
the same assets of a Portfolio. Advisor Class Shares impose a sales load on
purchases and bear certain expenses related to shareholder servicing and dis-
tribution of such shares. Advisor Class Shares have exclusive voting rights
for matters relating to such distribution expenditures. The Board of Trustees
has authorized an Institutional Service Class of shares which is not currently
offered by this Portfolio. Information about the Advisor Class Shares of the
Portfolios is available upon request by contacting the UAM Funds Service Cen-
ter.
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 to the extent required by
the undertaking.
31
<PAGE>
CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund.
REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.
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.
32
<PAGE>
APPLICATION ADVISOR CLASS SHARES
UAM FUNDS
REGULAR MAIL: UAM Funds P.O. Box 2798 Boston, MA 02208-2798
Express Mail: UAM Funds 73 Tremont Street, 9th Floor Boston, MA 02108-3913
FOR HELP WITH THIS APPLICATION, OR FOR MORE INFORMATION, CALL US TOLL FREE:
1-800-638-7983.
Distributed by 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- [_] Non- ---------------
Alien Resident Specify Country
Alien
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------
Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS. 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.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
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 servicing account
(as it appears on Selling Group
Agreement)
--------------------------------------
- --------------------------------------- City State Zip Code
Address of home office
--------------------------------------
- --------------------------------------- Representative's Name, Number, Branch
City State Zip Code Number
--------------------------------------
- --------------------------------------- Representative's telephone number
Authorized signature of 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.
- --------------------------------------------------------------------------------
UAM Funds Service Center
<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 forms a correct Taxpayer ID Number of Social
Security Number.
b. I am not subject to backup withholding because (i) I have not been
notified by the Internal Revenue Service that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (ii) the IRS has notified me that I am no longer subject
to backup withholding (Cross out item "b" if you have been notified by
the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return.)
- --------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
- ------------------------------------------------------ --------------------
Signature (Owner, Trustee, etc.) Date
- ------------------------------------------------------ --------------------
Signature (Joint Owner, Co-trustee, etc.) Date
================================================================================
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:
. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.
. Custodial/Gift Supply minor's Social Security Number.
to Minor
. a trust Supply the Taxpayer Identification Number of the legal
. a corporation, entity or organization that will report income and/or
partnership, capital gains.
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>
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983
Investment Adviser
Heitman/PRA Securities Advisors, Inc.
180 North LaSalle Street
Suite 3600
Chicago, IL 60601
Distributor
ACG Capital Corporation
1661 Tice Valley Boulevard, #200
Walnut Creek, CA 94595
PROSPECTUS
, 1998
<PAGE>
UAM FUNDS TRUST
POST-EFFECTIVE AMENDMENT NO. 19
PART B
The following Statement of Additional Information is included in this
Post-Effective Amendment No. 19:
. Heitman/PRA Real Estate Portfolio Institutional Class Shares and Advisor
Class Shares
The following Statement of Additional Information is incorporated by reference
to Post-Effective Amendment No. 18 filed on January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
The following Statements of Additional Information are incorporated by reference
to Post-Effective Amendment No. 16 filed on July 10, 1997:
. BHM&S Total Return Bond Portfolio Institutional Class Shares and
Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares and Chicago Asset Management Value/Contrarian Portfolio Institutional
Class Shares
. FPA Crescent Portfolio Institutional Class Shares and Institutional Service
Class Shares
. Hanson Equity Portfolio Institutional Class Shares
. IRC Enhanced Index Portfolio Institutional Class Shares
. Jacobs International Octagon Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares and
Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares
The following Statement of Additional Information is incorporated by reference
to Post-Effective Amendment No. 2 filed on November 25, 1994:
Dwight Principal Preservation Portfolio Institutional Class Shares
<PAGE>
PART B
UAM FUNDS
HEITMAN/PRA REAL ESTATE 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
Heitman/PRA Real Estate Portfolio Institutional Class Shares dated , 1998
and the Advisor Class Prospectus dated , 1998. To obtain a Prospectus,
please call the UAM Funds Service Center at 1-800-638-7983.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES...........................................2
PURCHASE AND REDEMPTION OF SHARES...........................................3
VALUATION OF SHARES.........................................................4
SHAREHOLDER SERVICES........................................................4
INVESTMENT LIMITATIONS......................................................5
MANAGEMENT OF THE FUND......................................................7
INVESTMENT ADVISER..........................................................9
SERVICE AND DISTRIBUTION PLANS.............................................11
PORTFOLIO TRANSACTIONS.....................................................13
ADMINISTRATIVE SERVICES....................................................13
CUSTODIAN..................................................................14
INDEPENDENT ACCOUNTANTS....................................................14
DISTRIBUTOR................................................................14
PERFORMANCE CALCULATIONS...................................................15
GENERAL INFORMATION........................................................16
FINANCIAL STATEMENTS.......................................................18
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS.......................A-1
APPENDIX B - COMPARISONS..................................................B-1
</TABLE>
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the investment policies of the
Heitman/PRA Real Estate Portfolio (the "Portfolio") as set forth in the
Prospectuses for the Institutional Class Shares and Advisor Class Shares of the
Portfolio.
LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC" or the "Commission") thereunder, which currently
require that (a) the borrower pledge and maintain with the Portfolio collateral
consisting of cash, an irrevocable letter of credit issued by a domestic U.S.
bank or securities issued or guaranteed by the United States Government having a
value at all times not less than 100% of the value of the securities loaned, (b)
the borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). The Portfolio will not loan securities to the extent that greater
than one-third of its 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 investments 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 the Portfolio, and time deposits maturing
from two business days through seven calendar days will not exceed 10% of
the total assets of the 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).
Each 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, determined by the Adviser to be of comparable quality;
(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
2
<PAGE>
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 Prospectuses 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 within a particular year, and may also be affected by cash
requirements for redemptions of shares. See "Financial Highlights" in the
Prospectuses for the historical portfolio turnover rates with respect to the
Portfolio.
PURCHASE AND REDEMPTION OF SHARES
Institutional Class Shares of the Portfolio may be purchased without a
sales commission at, and Advisor Class Shares of the Portfolio may be purchased
with a sales charge in addition to, the net asset value per share next
determined after an order is received in proper form by the Fund and payment is
received by the Fund's custodian. The minimum initial investment required for
the Institutional Class Shares is $250,000, except institutions purchasing
shares of the Portfolio on behalf of accounts maintained by the institution may
aggregate such accounts to satisfy the minimum initial investment requirement,
and the minimum initial investment required for the Advisor Class Shares is
$5,000. Certain exceptions may be permitted from time to time by the officers
of the Fund. Subsequent investments will be accepted in any amount. An order
received in proper form prior to the close of regular trading on the New York
Stock Exchange ("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 interest of the Fund, and (3) to reduce
or waive the minimum for initial and subsequent investment for certain fiduciary
accounts such as employee benefit plans or under circumstances where certain
economies can be achieved in sales of a Portfolio's shares.
General information on how to buy shares of the Fund, as well as sales
charges, if any involved, is set forth under "Purchase of Shares" in the
Prospectuses. The following supplements that information.
For purposes of determining whether a purchase of the Advisor Class shares
of beneficial interest in the Fund (the "Advisor Class") qualifies for reduced
sales charges and for purposes of determining whether an investor can join with
another investor in a single purchase for inclusion toward completion of a
Letter of Intent with respect to Advisor Class shares, the term "related person"
includes: (i) an individual, or an individual combining with his or her spouse
and their children and purchasing for his, her or their own account; (ii) a
"company" as defined in Section 2(a)(8) of the 1940 Act; (iii) a trustee or
other fiduciary purchasing for a single trust estate or single fiduciary account
(including a pension, profit sharing or other employee benefit trust created
pursuant to a plan qualified under Section 401 of the Internal Revenue Code);
(iv) a tax-exempt organization under Section 501(c)(3) of (13) of the Internal
Revenue Code; and (v) an employee benefit plan of a single employer or of
affiliated employers.
The Portfolio may suspend redemption privileges or postpone the date of
payment (i) during any period that either the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commission,
(ii) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for a Portfolio
to dispose of securities owned by it or to fairly determine the value of its
assets, and (iii) for such other periods as the Commission may permit. The Fund
has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in
3
<PAGE>
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 Portfolio. If redemptions are paid in investment
securities, such securities will be valued as set forth in each Prospectus under
"Valuation of Shares," and a redeeming shareholder would normally incur
brokerage expenses if he converted those securities to cash.
No charge is made by the Portfolio for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market value
of the securities held by the Portfolio.
Signature Guarantees - To protect your account, the Fund and Chase Global
Funds Services Company ("CGFSC") from fraud, signature guarantees are required
for certain redemptions. The purpose of signature guarantees is to verify the
identify of the person who has authorized a redemption from your account.
Signatures guarantees are required for (1) all redemptions when the proceeds
are to be paid to someone other than the registered owner(s) and/or registered
address, or (2) share transfer requests.
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 on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued neither exceeding the current asked
prices nor less than the current bid prices. Quotations of foreign securities in
a foreign currency are converted to U.S. dollar equivalents. The converted value
is based upon the bid price of the foreign currency against U.S. dollars quoted
by any major bank or by a broker.
Bonds and other fixed income securities are valued according to the
broadest and most representative market which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Trustees determines that it 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 approved by the Fund's Trustees.
SHAREHOLDER SERVICES
The following supplements the information set forth under "Shareholder
Services" in the Portfolio's Prospectuses.
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
4
<PAGE>
Funds - Institutional Class Shares in the Heitman/PRA Real Estate Portfolio-
Institutional Class Shares Prospectus.) Likewise, Advisor Class Shares of the
Portfolio may be exchanged for Advisor Class Shares of any other UAM Funds
Portfolio to the extent any are created in the future. Exchange requests should
be made by calling the Fund (1-800-638-7983) or by writing to UAM Funds, UAM
Funds Service Center, c/o Chase Global Funds Services Company, P.O. Box 2798,
Boston, MA 02208-2798. The exchange privilege is only available with respect to
Portfolios that are qualified for sale in the shareholder's state of residence.
Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind for an
exchange. 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 prior to 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 the close of regular trading on the Exchange 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 Board of Trustees to assure that such exchanges
do not disadvantage the Fund and its shareholders.
For Federal income tax purposes an exchange between funds is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.
TRANSFER OF SHARES
Shareholders may transfer shares of the Portfolio to another person or
entity by making a written request to the Fund. The request should clearly
identify the account and number of shares to be transferred, and include the
signature of all registered owners and all stock certificates, if any, which are
subject to the transfer. The signature on the letter of request, the stock
certificate or any stock power must be guaranteed in the same manner as
described under "Purchase and Redemption of Shares." As in the case of
redemptions, the written request must be received in good order before any
transfer can be made.
INVESTMENT LIMITATIONS
The Portfolio is subject to the following restrictions which are
fundamental policies (except as noted below) and may not be changed without the
approval of the lesser of: (1) at least 67% of the voting securities of the
Portfolio present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio. Whenever an investment limitation sets forth a percentage limitation
on investment or utilization of assets, such limitation shall be determined
immediately after and as a result of a Portfolio's acquisition of such security
or other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with a Portfolio's investment
limitations. The Portfolio will not:
1. As to 75% of the total assets of the Portfolio, purchase securities for the
Portfolio of any issuer, if immediately thereafter (i) more than 5% of the
Portfolio's total assets (taken at market value) would be invested in the
securities of such issuer, or (ii) more than 10% of the outstanding voting
securities of any class of such issuer would be held by the Portfolio,
provided that this limitation does not apply to U.S. Government securities.
2. Make investments in real estate (including real estate limited partnership
interests, but excluding readily marketable interest in real estate
investment trusts ("REITs") or readily marketable securities of companies
which invest in real estate) or commodities or commodity contracts,
although the Portfolio may purchase securities of issuers which deal in
real estate and may purchase securities which are secured by interests in
real estate, and the
5
<PAGE>
Portfolio may invest in futures contracts and related options.
3. Act as a securities underwriter.
4. Make loans, except that the Portfolio may (i) purchase bonds, debentures
and other publicly-distributed securities of a like nature, (ii) make loans
in the form of call loans or loans maturing in not more than one year which
are secured by marketable collateral and are in amounts and on terms
similar to those currently in effect in the case of loans made by national
banks, (iii) enter into repurchase agreements with respect to portfolio
securities, and (iv) lend the portfolio securities of the Portfolio.
5. Borrow money, except that (i) the Portfolio may borrow money for temporary
administrative purposes provided that the aggregate of all such borrowings
does not exceed 33 1/3% of the value of the Portfolio's total assets and is
not for more than 60 days, and (ii) the Portfolio may enter into interest-
rate futures contracts. The Portfolio may not borrow for the purpose of
leveraging its investment portfolio. The Portfolio may not purchase
additional securities while outstanding borrowings exceed 5% of the value
of its assets.
6. Lend the portfolio securities of the Portfolio in an amount in excess of
33% of the total assets of the Portfolio, taken at market value. Any loans
of portfolio securities will be made according to guidelines established by
the Securities and Exchange Commission and the Trustees, including the
borrower's maintaining collateral equal at all times to the value of the
securities loaned.
7. Purchase "illiquid" securities for the Portfolio, including repurchase
agreements maturing in more than seven days, options traded "over-the-
counter," securities lacking readily available market quotations and
securities which cannot be sold without registration or the filing of a
notification under federal or state securities laws, if, as a result, more
than 15% of the Portfolio's net assets would then be invested in such
securities.*
8. Purchase securities on margin, except short-term credits as are necessary
for the purchase and sale of securities. For purposes of this restriction,
the deposit or payment of initial or variation margin in connection with
futures contracts or related options will not be deemed to be a purchase of
securities on margin by the Portfolio.*
9. Purchase securities of any other investment company, except in connection
with a merger, consolidation, acquisition or reorganization, and except
that the Portfolio may purchase securities of money market mutual funds to
the extent permitted by applicable law. This restriction shall not
prohibit the Portfolio from investing in securities issued by REITs.*
10. Purchase securities for the Portfolio of companies which together with
predecessors have a record of less than three years' continuous operation,
and equity securities of issuers which are not readily marketable, if, as a
result, more than 5% of the Portfolio's net assets would then be invested
in such securities, except that this restriction shall not apply to the
purchase of securities of REITs.*
11. Invest in puts, calls, straddles, spreads and any combination thereof,
except that (i) the Portfolio may write covered put and call options on
securities and write and purchase put and call options on stock indexes,
and (ii) the Portfolio may write covered put and call options on U.S.
Government securities.*
12. Purchase securities from or sell securities to any of its officers or
Trustees, except with respect to its own shares and as is permissible under
applicable statutes, rules and regulations.*
13. Purchase securities of companies for the purpose of exercising control.*
14. Make short sales whereby the dollar amount of short sales at any one time
shall exceed 25% of the net assets of the Portfolio, or the value of
securities of any one issuer in which the Portfolio is short exceeds the
lesser of 2% of the value of the Portfolio's net assets or 2% of the value
of securities of any class of any issuer, except that the Portfolio may
make short sales against the box.*
--------------
*Therefore, it may be changed by the Fund's Board of Trustees upon a
reasonable notice to investors.
6
<PAGE>
While the Fund has the power to pledge its assets to secure borrowings, the
Fund has no intention of pledging the assets of the Portfolio taken at market
value in any amount in excess of 33 1/3% of the Portfolio's total assets taken
at market value. The deposit of assets in escrow in connection with the writing
of covered put or call options and the purchase of securities on a when-issued
or delayed-delivery basis, and collateral arrangements with respect to the
purchase and sale of stock options and stock index options and initial and
variation margin for futures contracts, are not deemed to be pledges of assets
of the Portfolio. Also, although the Fund has the power to make call loans, it
has no intention to do so.
Government securities in which the Portfolio may invest include (a) direct
obligations of the U.S. Treasury, including bills, bonds and notes, and (b)
obligations issued or guaranteed as to principal and interest by U.S. Government
agencies or instrumentalities and supported by any of (i) the full faith and
credit of the U.S. Treasury (e.g., Government National Mortgage Association
participation certificates); (ii) the right of the issuer to borrow a limited
amount from the U.S. Treasury (e.g., securities of Federal Farm Credit Banks);
(iii) the discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality (e.g., securities of the Federal
National Mortgage Association); or (iv) the credit of the agency or
instrumentality (e.g., securities of the Student Loan Marketing Association).
Although the Portfolio has the ability to invest in futures contracts and
options, the Portfolio has no current intention of doing so without first
notifying its shareholders and supplying further information in the
Prospectuses.
Although not an investment policy, it is anticipated that under normal
circumstances approximately 60% to 90% of the Portfolio's assets will be
invested in REITs which, according to the National Association of Real Estate
Investment Trusts, have grown over five-fold since 1991.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies for
the Fund and elect its Officers. The following is a list of the Trustees and
Officers of the Fund, their addresses and dates of birth, and a brief statement
of their present positions and principal occupations during the past five years.
John T. Bennett, Jr. (1/26/29), Trustee of the Fund
College Road--RFD 3, Meredith, NH 03253; President of Squam Investment
Management Company, Inc. and Great Island Investment Company, Inc.; President of
Bennett Management Company from 1988 to 1993.
Nancy J. Dunn (8/14/51), Trustee of the Fund
10 Garden Street, Cambridge, MA 02138; Vice President for Finance and
Administration and Treasurer of Radcliffe College since 1991.
Philip D. English (8/5/48), Trustee of the Fund
16 West Madison Street, Baltimore, MD 21201; President and Chief Executive
Officer of Broventure Company, Inc.; Chairman of the Board of Chektec
Corporation and Cyber Scientific, Inc.
William A. Humenuk (4/21/42), Trustee of the Fund
4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103; Partner in
the Philadelphia office of the law firm Dechert Price & Rhoads; Director, Hofler
Corp.
Norton H. Reamer* (3/21/35), Trustee of the Fund
One International Place, Boston, MA 02110; President and Chairman of the Fund;
President, Chief Executive Officer and a Director of United Asset Management
Corporation; Director, Partner or Trustee of each of the Investment Companies of
the Eaton Vance Group of Mutual Funds.
Charles H. Salisbury, Jr.* (8/24/40), Trustee of the Fund
One International Place, Boston, MA 02110; Executive Vice President of United
Asset Management Corporation; formerly
7
<PAGE>
an executive officer and Director of T. Rowe Price and President and Chief
Investment Officer of T. Rowe Price Trust Company.
Peter M. Whitman, Jr.* (7/1/43), Trustee of the Fund
One Financial Center, Boston, MA 02111; President and Chief Investment Officer
of Dewey Square Investors Corporation since 1988; Director and Chief Executive
Officer of H. T. Investors, Inc., formerly a subsidiary of Dewey Square.
William H. Park* (9/19/47), Vice President of the Fund
One International Place, Boston, MA 02110; Executive Vice President and Chief
Financial Officer of United Asset Management Corporation.
Gary L. French* (7/4/51), Treasurer of the Fund
211 Congress Street, Boston, MA 02110; President of UAM Fund Services, Inc. and
UAM Fund Distributors, Inc.; formerly Vice President of Operations, Development
and Control of Fidelity Investment in 1995; Treasurer of the Fidelity Group of
Mutual Funds from 1991 to 1995.
Michael E. DeFao* (2/28/68), Secretary of the Fund
211 Congress Street, Boston, MA 02110; Vice President and General Counsel of UAM
Fund Services, Inc. and UAM Fund Distributors, Inc.; Associate Attorney of Ropes
& Gray (a law firm) from 1993 to 1995.
Robert R. Flaherty* (9/18/63), Assistant Treasurer of the Fund
211 Congress Street, Boston, MA 02110; Vice President of UAM Fund Services,
Inc.; formerly Manager of Fund Administration and Compliance of Chase Global
Fund Services Company from 1995 to 1996; Senior Manager of Deloitte & Touche LLP
from 1985 to 1995.
Karl O. Hartmann (3/7/55), Assistant Secretary of the Fund
73 Tremont Street, Boston, MA 02108; Senior Vice President and General Counsel
of Chase Global Funds Services Company.
Gordon M. Shone (7/30/56), Assistant Treasurer of the Fund
73 Tremont Street, Boston, MA 02108; Vice President of Fund Administration and
Compliance of Chase Global Funds Services Company; formerly Senior Audit Manager
of Coopers & Lybrand LLP (1983-1996).
- ----------------
* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons" of
the Fund as that term is defined in the 1940 Act.
As of January 22, 1998, the Trustees and Officers of the Fund owned less
than 1% of the Fund's outstanding shares.
REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $1,050 per quarter. In addition, each unaffiliated Trustee receives a
$2,000 meeting fee which is aggregated for all the Trustees and allocated
proportionately among the Portfolios of the Fund and UAM Funds, Inc., and
reimbursement for travel and other expenses incurred while attending Board
meetings. Trustees who are also officers or affiliated persons receive no
remuneration for their service as Trustees. The Fund's officers and employees
are paid by either the Adviser, United Asset Management Corporation ("UAM"), the
Administrator or CGFSC and receive no compensation from the Fund.
The following table shows aggregate compensation paid to each of the Fund's
unaffiliated Trustees by the Fund and total compensation paid by the Fund and
UAM Funds, Inc. (collectively the "Fund Complex"), in the fiscal year ended
April 30, 1997.
8
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or
Retirement Estimated Total Compensation
Aggregate Benefits Accrued Annual from Registrant and
Name of Person, Compensation From as Part of Benefits Upon Fund Complex
Position Registrant Fund Expenses Retirement Paid to Trustees
-------- ---------- ------------- ---------- ----------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
Trustee.............. $4,874 0 0 $32,750
Philip D. English
Trustee.............. $4,874 0 0 $32,750
William A. Humenuk
Trustee.............. $4,874 0 0 $32,750
Nancy J. Dunn
Trustee.............. $0 0 0 $8,300
</TABLE>
PRINCIPAL HOLDER OF SECURITIES
As of January 22, 1998, the following persons or organizations held of
record or beneficially 5% or more of the shares of the Portfolio, as noted:
Heitman/PRA Real Estate Portfolio Institutional Class Shares: United
Nations Joint Staff Pension Fund, c/o Henry L. Ouma, Investment Management
Service, United Nations, Room S-0702, New York, NY, 38.2%; Charles Schwab &
Company, Reinvest Account, 101 Montgomery Street, San Francisco, CA, 24.5%*;
Charles Schwab & Company, Cash Account, 101 Montgomery Street, San Francisco,
CA, 12.3%*; HAWCO, c/o Hawaiian Trust Company, Client Mutual Funds 769, P.O. Box
1930, Honolulu, HI, 12%*; National Financial Securities Corporation For
Exclusive Benefit of LCM, 5th floor, 200 Liberty Street, New York, NY, 10.8%*;
Donaldson Lufkin & Jenrette, Cash Account, 1 Pershing Plaza, Jersey City, NJ,
9.5*; Drexel University, Office of the Comptroller, 32nd & Chestnut Street,
Philadelphia, PA, 7%; HTCO Real Estate Fund, Frank T. Atherton, P.O. Box 1930,
Honolulu, HI, 5.8%*; and Strobro, P.O. Box 1930, Honolulu, HI, 5.1%.
Heitman/PRA Real Estate Portfolio Advisor Class Shares: Charles Schwab &
Company, Special Custody Account, 101 Montgomery Street, San Francisco, CA,
23.7%*.
The persons(s) or organization(s) listed above as owning 25% or more of the
outstanding shares of the Portfolio may be presumed to "control" (as that term
is defined in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such
Portfolio.
- ------
* Denotes shares held by a trustee or fiduciary for which beneficial ownership
is disclaimed or presumed disclaimed.
INVESTMENT ADVISER
CONTROL OF ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a wholly-owned
subsidiary of Heitman Financial Ltd. which is a wholly-owned subsidiary of UAM,
a holding company incorporated in Delaware in December 1980 for the purpose of
acquiring and owning firms engaged primarily in institutional investment
management. Since its first acquisition in August 1983, UAM has acquired or
organized approximately 45 such wholly-owned affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to
9
<PAGE>
meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them.
SERVICES PROVIDED BY ADVISER
Pursuant to Investment Advisory Agreements ("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 the
Portfolio's assets to be held uninvested.
In the absence of (i) willful misfeasance, bad faith or gross negligence on
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, or to any shareholder of
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 a period 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 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. 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.
PHILOSOPHY AND STYLE
Heitman/PRA believes that, over the long term, publicly traded real estate
securities' performance is determined by the underlying real estate assets, real
estate market cycles and management's ability to operate and invest in these
assets during each market cycle. Heitman/PRA's primary objective is to generate
long-term, superior, risk-adjusted returns by identifying and investing in
publicly traded real estate companies which demonstrate the highest probability
of growing cash flow per share without undue risk to achieve such growth. As a
value-oriented manager, Heitman/PRA is committed to a strategy of investing in
companies which offer growth at a reasonable price.
ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolio pays the Adviser an annual fee in monthly
installments calculated by applying the following annual percentage rates to the
Portfolio's average daily net assets for the month:
0.75% of the Portfolio's first $100 million; plus 0.65% of the net assets
in excess of $100 million.
10
<PAGE>
During the fiscal years ended December 31, 1996 and December 31, 1995, the
three-month period ended December 31, 1994 and the fiscal year ended September
30, 1994, the fees paid to the Adviser were $992,968, $724,658, $201,070, and
$881,646, respectively.
SERVICE AND DISTRIBUTION PLANS
As stated in the Portfolio's Advisor Class Shares Prospectus, the
Distributor may enter into agreements with broker-dealers and other financial
institutions ("Service Agents"), pursuant to which they will provide
administrative support services to Advisor Class shareholders who are their
customers ("Customers") in consideration of the Fund's payment of 0.25% (on an
annualized basis) of the average daily net asset value of the Advisor Class
Shares held by the Service Agent for the benefit of its Customers. Such services
include:
(a) acting as the sole shareholder of record and nominee for beneficial
owners;
(b) maintaining account records for such beneficial owners of the Fund's
shares;
(c) opening and closing accounts;
(d) answering questions and handling correspondence from shareholders
about their accounts;
(e) processing shareholder orders to purchase, redeem and exchange shares;
(f) handling the transmission of funds representing the purchase price or
redemption proceeds;
(g) issuing confirmations for transactions in the Fund's shares by
shareholders;
(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports;
(i) assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody
accounts;
(j) providing account maintenance and accounting support for all
transactions; and
(k) performing such additional shareholder services as may be agreed upon
by the Fund and the Service Agent, provided that any such additional
shareholder services must constitute a permissible non-banking
activity in accordance with the then current regulations of, and
interpretations thereof by, the Board of Governors of the Federal
Reserve System, if applicable.
Each agreement with a Service Agent is governed by a Shareholder Service
Plan (the "Service Plan") that has been adopted by the Fund's Board of Trustees.
Pursuant to the Service Plan, the Board of Trustees reviews, at least quarterly,
a written report of the amounts expended under each agreement with Service
Agents and the purposes for which the expenditures were made. In addition,
arrangements with Service Agents must be approved annually by a majority of the
Fund's Trustees, including a majority of the Trustees who are not "interested
persons" of the Fund as defined in the 1940 Act and have no direct or indirect
financial interest in such arrangements.
The Board of Trustees has approved the arrangements with Service Agents
based on information provided by the Fund's service contractors that there is a
reasonable likelihood that the arrangements will benefit the Fund and its
shareholders by affording the Fund greater flexibility in connection with the
servicing of the accounts of the beneficial owners of its shares in an efficient
manner. Any material amendment to the Fund's arrangements with Service Agents
must be approved by a majority of the Fund's Board of Trustees (including a
majority of the disinterested Trustees). The Shareholder Services Plan may be
terminated at any time by vote of a majority of the Trustees of the Fund who are
not "interested persons" of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to the
Plan or, at the discretion of the Board of Trustees of the Fund, by vote of a
majority of the outstanding voting securities of the Fund. So long as the
arrangements with Service Agents are in effect, the selection and
11
<PAGE>
nomination of the members of the Fund's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Fund will be committed
to the discretion of such non-interested Trustees.
For the fiscal years ended December 31, 1996 and December 31, 1995, the
Fund paid $89,289 and $2,985, respectively, in compensation to ACG Capital
Corporation with respect to Advisor Class Shares pursuant to a Distribution
Agreement dated May 15, 1995.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Distribution Plan for the Advisor Class Shares of the Fund (the "Distribution
Plan"). The Distribution Plan permits the Fund to pay for certain distribution,
promotional and related expenses involved in the marketing of only the Advisor
Class Shares.
The Distribution Plan permits the Advisor Class Shares, pursuant to the
Distribution Agreement, to pay a monthly fee to the Distributor for its services
and expenses in distributing and promoting sales of the Advisor Class Shares.
These expenses include, among other things, preparing and distributing
advertisements, sales literature and prospectuses and reports used for sales
purposes, compensating sales and marketing personnel, and paying distribution
and maintenance fees to securities brokers and dealers who enter into agreements
with the Distributor. In addition, the Advisor Class Shares may make payments
directly to other unaffiliated parties who either aid in the distribution of
their shares or provide services to the Class.
The maximum annual aggregate fee payable by the Fund under the Service and
Distribution Plans (the "Plans"), may be up to 0.75% of the Advisor Class
Shares' average daily net assets for the year. The Fund's Board of Trustees may
reduce this amount at any time. Although the maximum fee payable under the 12b-1
Plan relating to the Advisor Class Shares is 0.75% of average daily net assets
of such class, the Board of Trustees has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Advisor Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented by the
Advisor Class. While the current fee which will be payable under the Service
Plan has been set at 0.25%, the Plans permit a full 0.75% on all assets to be
paid at any time following appropriate Board approval.
All of the distribution expenses incurred by the Distributor and others,
such as broker/dealers, in excess of the amount paid by the Advisor Class Shares
will be borne by such persons without any reimbursement from such Classes.
Subject to seeking best price and execution, the Fund may, from time to time,
buy or sell portfolio securities from or to firms which receive payments under
the Plans. From time to time, the Distributor may pay additional amounts from
its own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plans, the Distribution Agreement and the form of dealer's and services
agreements have all been approved by the Board of Trustees of the Fund,
including a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plans or any related agreements, by vote cast in
person at a meeting duly called for the purpose of voting on the Plans and such
Agreements. Continuation of the Plans, the Distribution Agreement and the
related agreements must be approved annually by the Board of Trustees in the
same manner, as specified above.
Each year the Trustees must determine whether continuation of the Plans is
in the best interest of the shareholders of Advisor Class Shares and that there
is a reasonable likelihood of the Plans providing a benefit to the Class. The
Plans, the Distribution Agreement and the related agreements with any broker-
dealer or others relating to the Class may be terminated at any time without
penalty by a majority of those Trustees who are not "interested persons" or by a
majority vote of the outstanding voting securities of the Class. Any amendment
materially increasing the maximum percentage payable under the Plans must
likewise be approved by a majority vote of the relevant Class' outstanding
voting securities, as well as by a majority vote of those Trustees who are not
"interested persons." Also, any other material amendment to the Plans must be
approved by a majority vote of the Trustees including a majority of the Trustees
of the Fund having no interest in the Plans. In addition, in order for the Plans
to remain effective, the selection and nomination of Trustees who are not
"interested persons" of the Fund must be effected by the Trustees who themselves
are not "interested persons" and who have no direct or indirect financial
interest in the Plans. Persons authorized to make payments under the Plans must
provide written reports at least quarterly to the Board of Trustees for their
review. The National Association of Securities Dealers, Inc. has adopted
amendments to its Conduct Rules relating to investment company sales charges.
The Fund and the Distributor intend to operate in compliance with these rules.
12
<PAGE>
During the fiscal years ended December 31, 1996 and December 31, 1995, the
Fund paid an aggregate of $89,289 and $2,985, respectively, to Service Agents
under contracts entered into pursuant to the Shareholder Servicing Plan.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
In doing so, a 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 principal business
on the basis of sales of shares which may be made through broker-dealer firms.
However, the Adviser may place portfolio orders with qualified broker-dealers
who recommend the Fund's Portfolios or who act as agents in the purchase of
shares of the Portfolios for their clients.
During the fiscal years ended December 31, 1996 and December 31, 1995, the
three-month period ended December 31, 1994 and the fiscal year ended September
30, 1994, the Fund paid $400,540, $334,132, $98,851, and $510,528, respectively,
in brokerage commissions.
During the fiscal year ended December 31, 1996, transactions of the
Portfolio aggregating $112,774,163 were allocated to brokers providing research,
statistical and other related services and $232,200 in brokerage commissions
were paid on these transactions.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of a Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Board of Trustees.
ADMINISTRATIVE SERVICES
The Board of Trustees of the Fund approved a Fund Administration Agreement,
effective April 15, 1996, ("Fund Administration Agreement"), between UAM Fund
Services, Inc., 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 Portfolios pursuant to the
terms of the Agreement.
UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, pursuant
to a Mutual Funds Service 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 following
portfolio specific fees are calculated from the aggregate net assets of each
Portfolio:
<TABLE>
<CAPTION>
Annual Rate
-----------
<S> <C>
Heitman/PRA Real Estate Portfolio.............. 0.06%
</TABLE>
CGFSC's monthly fee for its services is calculated on an annualized basis
as follows:
0.19 of 1% of the first $200 million of combined UAM 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.
13
<PAGE>
Prior to April 15, 1996, CGFSC or its predecessor, Mutual Funds Service
Company, provided certain administrative services to the Fund under an
Administration Agreement between the Fund and U.S. Trust Company of New York.
The basis of the fees paid to CGFSC for the fiscal periods prior to April 15,
1996 was as follows: the Fund paid a monthly fee for its services which on an
annualized basis equaled 0.20% of the first $200 million in combined assets;
plus 0.02% of the next $800 million in combined assets; plus 0.08% on assets
over $1 billion but less than $3 billion; plus 0.06% on assets over $3 billion.
The fees were allocated among the Portfolios on the basis of their relative
assets and were subject to a designated minimum fee schedule per Portfolio,
which ranged from $2,000 per month upon inception of a Portfolio to $70,000
annually after two years.
UAMFSI bears all expenses in connection with the performance of its services
under the 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 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 as provided herein, 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 they provide
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
distributor of the Institutional Class Shares of the Fund. 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. UAM Fund Distributors, Inc. received no compensation for its services
directly or indirectly from the Portfolio during the fiscal year ended December
31, 1997.
14
<PAGE>
ACG Capital Corporation ("ACG"), 1661 Tice Valley Boulevard, #200, Walnut
Creek, CA 94595, provides distribution services to the Fund with respect to
Advisor Class shares pursuant to a Distribution Agreement (the "ACG Distribution
Agreement").
Under the ACG Distribution Agreement, ACG is granted the right to sell
Advisor Class shares as agent for the Fund. ACG agrees to use all reasonable
efforts to secure purchasers for the Advisor Class shares and to pay expenses of
printing and distributing prospectuses, statements of additional information and
reports prepared for use in connection with the sale of Advisor Class shares and
any other literature and advertising used in connection with the offering.
As compensation for services performed under an Amended and Restated
Administration Agreement (the "Administration Agreement") dated November 14,
1996, Rodney Square Management Corporation ("Rodney Square"), the Portfolio's
previous Administrator, received a fee payable monthly computed on the average
daily net assets of each class of the Fund at the end of each business day at an
annual rate of .10%, plus any out-of-pocket expenses. During the fiscal years
ended December 31, 1996 and 1995, the three-month period ended December 31,
1994, and the fiscal period ended September 30, 1994, the fees paid to Rodney
Square by the Fund pursuant to the Administration Agreement were $141,640,
$107,310, $29,091, and $134,382, respectively.
As compensation for services performed under an Amended and Restated
Accounting Services Agreement (the "Accounting Services Agreement") dated
November 14, 1996, Rodney Square received a fee payable monthly at an annual
rate of $75,000, plus .02% of the average net assets in excess of $100 million,
computed on the average daily net assets of the Fund at the end of each business
day, plus any out-of-pocket expenses. During the fiscal years ended December
31, 1996 and December 31, 1995, the three-month period ended December 31, 1994,
and the fiscal period ended September 30, 1994, fees paid to Rodney Square by
the Fund pursuant to the Accounting Services Agreement were $73,582, $56,863,
$11,915, and $50,124, respectively.
PERFORMANCE CALCULATIONS
PERFORMANCE
The Portfolio may from time to time quote various performance figures to
illustrate past performance.
Performance quotations by investment companies are subject to rules adopted
by the Commission, which require the use of standardized performance quotations
or, alternatively, that every non-standardized performance quotation furnished
by each class of the Fund be accompanied by certain standardized performance
information computed as required by the Commission. Current yield and average
annual compounded total return quotations used by the Portfolio are based on the
standardized methods of computing performance mandated by the Commission. An
explanation of those methods used to compute or express performance follows.
YIELD
Current yield reflects the income per share earned by a Portfolio's
investment. The current yield of a Portfolio is determined by dividing the net
investment income per share earned during a 30-day base period by the maximum
offering price per share on the last day of the period and annualizing the
result. Expenses accrued for the period include any fees charged to all
shareholders during the base period. Since Advisor Class Shares of a Portfolio
bear additional service and distribution expenses, the yield of the Advisor
Class Shares of a Portfolio will generally be lower than that of the
Institutional Class Shares of the same Portfolio.
A yield figure is obtained using the following formula:
Yield = 2[(a - b + 1)/6/- 1]
-----
cd
where:
15
<PAGE>
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive income distributions
d = the maximum offering price per share on the last day of the
period.
TOTAL RETURN
The average annual total return of a Portfolio is determined by finding the
average annual compounded rates of return over 1, 5 and 10 year periods that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes that all dividends and distributions are
reinvested when paid. The quotation assumes the amount was completely redeemed
at the end of each 1, 5 and 10 year period and the deduction of all applicable
Fund expenses on an annual basis. Since Advisor Class Shares of a Portfolio bear
additional service and distribution expenses, the average annual total return of
the Advisor Class Shares of a Portfolio will generally be lower than that of the
Institutional Class Shares of the same Portfolio.
These figures are calculated according to the following formula:
P(1 + T)/n/ = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10
year periods (or fractional portion thereof).
The average annual total returns of the Institutional Class Shares for the
one-year and five-year periods ended June 30, 1997 and since inception (January
4, 1989) through June 30, 1997 were 6.42%, 17.98% and 10.37%, respectively, and
the average annual total returns of the Advisor Class Shares for the one-year
period ended June 30, 1997 and since inception (May 15, 1995) through June 30,
1997 were 6.07% and 23.63%, respectively.
COMPARISONS
To help investors better evaluate how an investment in the Portfolio might
satisfy their investment objective, advertisements regarding the Fund may
discuss various measures of Fund performance as reported by various financial
publications. Advertisements may also compare performance (as calculated above)
to performance as reported by other investments, indices and averages. Please
see Appendix B for publications, indices and averages which may be used.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in a Portfolio, that
the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Portfolio will continue this performance as compared to such other
averages.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name The Regis Fund II as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust." The Fund's principal office is located at One
International Place, Boston, MA 02110; however, all investor correspondence
should be directed to the Fund at UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The Fund's
Agreement and Declaration of Trust permits the Fund to issue an unlimited number
of shares of beneficial interest, without par value. The Trustees have the power
to designate one or more series ("Portfolios") or classes of shares of
beneficial
16
<PAGE>
interest without further action by shareholders. The Trustees have authorized an
additional class of shares known as Institutional Service Class Shares. As of
the date of this Statement of Additional Information, no Institutional Service
Class Shares have been offered by this Portfolio.
The shares of the Portfolio of the Fund, when issued and paid for as
provided for in the Prospectuses, 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 on the
books of the Fund.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of the Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the Federal excise tax on undistributed income
and capital gains. See discussion under "Dividends, Capital Gains Distributions
and Taxes" in the Prospectuses. The amounts of any income dividends or capital
gains distributions cannot be predicted.
Any dividend or distribution paid shortly after the purchase of shares of
the Portfolio by an investor may have the effect of reducing the per share net
asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectuses.
As set forth in the Prospectuses, unless the shareholder elects otherwise
in writing, all dividend and capital gains distributions are automatically
received in additional shares of the Portfolio of the Fund at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.
The Portfolio will be treated as a separate entity (and hence as a separate
"regulated investment company") for Federal tax purposes. Any net capital gains
recognized by the Portfolio will be distributed to its investors without need to
offset (for Federal income tax purposes) such gains against any net capital
losses realized by another Portfolio.
FEDERAL TAXES
In order for the Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of the Portfolio's gross income for
a taxable year must be derived from qualifying income, i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or foreign currencies or other related income derived with respect to
its business investing in such securities or currencies.
The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised on the nature of the payments.
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.
17
<PAGE>
FINANCIAL STATEMENTS
The Financial Statements of the Portfolio which include the Financial
Highlights for the fiscal year ended December 31, 1996 which appear in the 1996
Annual Report and the report thereon of Price Waterhouse LLP as of and for the
fiscal year ended December 31, 1996 which were previously filed electronically
with the SEC (Accession Number: 0000840084-97-000003) are incorporated herein
by reference. The Financial Statements and Financial Highlights for the periods
prior to 1996 were audited by other independent accountants. The unaudited
Financial Statements of the Portfolio's Institutional Class Shares and Advisor
Class Shares for the six month period ended June 30, 1997 and the Financial
Highlights relating to the same period which were previously filed
electronically with the SEC (Accession Number: 0000840084-97-000009) are
incorporated herein by reference.
18
<PAGE>
APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS
I. DESCRIPTION OF CORPORATE BOND RATINGS
Excerpts from Moody's Investors Service, Inc. ("Moody's") description of
its highest bond ratings: Aaa -- judged to be the best quality; carry the
smallest degree of investment risk; Aa -- judged to be of high quality by all
standards; A -- possess many favorable investment attributes and are to be
considered as higher medium grade obligations; Baa -- considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.
Excerpts from Standard & Poor's Rating Services ("S&P") description of its
highest bond ratings: AAA -- highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA -- also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A -- regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe; BBB
- -- regarded as borderline between definitely sound obligations and those where
the speculative element begins to predominate; this group is the lowest which
qualifies for commercial bank investment.
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 assert 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 Government National Mortgage
Association 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 Federal National Mortgage Association, is not guaranteed by the
United States, but those institutions are protected by the discretionary
authority of the U.S. Treasury to purchase certain amounts of their securities
to assist the institution in meeting its debt obligations. Finally, other
agencies and instrumentalities, such as the Farm Credit System and the Federal
Home Loan Corporation, 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 Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or better by S&P or, if unrated, issued by a
corporation having an outstanding unsecured debt issue rated A or better by
Moody's or 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
A-1
<PAGE>
amount of the outstanding indebtedness on the notes. Because 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 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.
A-2
<PAGE>
APPENDIX B - COMPARISONS
(a) Dow Jones Composite Average or its component averages -- an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow
Jones Industrial Average), 15 utilities company stocks and 20
transportation stocks.
(b) Standard & Poor's 500 Stock Index or its component indices -- an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
(c) Standard & Poor's 400 Mid Cap Index - consists of 400 domestic stocks
chosen for market size, liquidity, and industry group representation.
It is also a market-value weighted index and was the first benchmark
of mid cap stock price movement.
(d) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.
(e) Wilshire 5000 Equity Index or its component indices -- represents the
return on the market value of all common equity securities for which
daily pricing is available.
(f) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- measure total return and average current
yield for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestment of all
distributions, exclusive of any applicable sales charges.
(g) Lipper Capital Appreciation Funds Index - a fund that aims at maximum
capital appreciation, frequently by means of 100% or more portfolio
turnover, leveraging, purchasing unregistered securities, purchasing
options, etc. The fund may take large cash positions.
(h) Lipper Small Cap Funds Index- a fund that by prospectus or portfolio
practice invests primarily in companies with market capitalizations
of less than $1 billion at the time of purchase.
(i) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.
(j) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred. The original list of names was generated by
screening for convertible issues of 100 million or greater in market
capitalization. The index is priced monthly.
(k) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the
Government National Mortgage Association.
(l) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It
is a value-weighted, total return index, including approximately 800
issues with maturities of 12 years or greater.
(m) Salomon Brothers Broad Investment Grade Bond Index -- is a market-
weighted index that contains approximately 4,700 individually priced
investment grade corporate bonds rated BBB or better, U.S.
Treasury/agency issues and mortgage pass through securities.
B-1
<PAGE>
(n) Lehman Brothers Treasury Bond Index -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of
10 years or greater.
(o) Lehman Brothers Government/Corporate Index -- is a combination of the
Government and Corporate Bond Indices. The Government Index includes
public obligations of the U.S. Treasury, issues of Government
agencies, and corporate debt backed by the U.S. Government. The
Corporate Bond Index includes fixed-rate nonconvertible corporate
debt. Also included are Yankee Bonds and nonconvertible debt issued
by or guaranteed by foreign or international governments and
agencies. All issues are investment grade (BBB) or higher, with
maturities of at least one year and an outstanding par value of at
least $100 million for U.S. Government issues and $25 million for
others. Any security downgraded during the month is held in the index
until month-end and then removed. All returns are market value
weighted inclusive of accrued income.
(p) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only
and does not include income.
(q) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.
(r) Russell 2000 Index -- composed of the 2,000 smallest stocks in the
Russell 3000, a market value-weighted index of the 3,000 largest U.S.
publicly-traded companies.
(s) Salomon Brothers 3 Month T-Bill Average - the average return for all
Treasury bills for the previous three month period.
(t) Composite Indices -- 60% Standard & Poor's 500 Stock Index, 30%
Lehman Brothers Long-Term Treasury Bond and 10% U.S. Treasury Bills;
70% Standard & Poor's 500 Stock Index and 30% NASDAQ Industrial
Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon Brothers
High Grade Bond Index; all stocks on the NASDAQ system exclusive of
those traded on an exchange, and 65% Standard & Poor's 500 Stock
Index and 35% Salomon Brothers High Grade Bond Index.
(u) CDA Mutual Fund Report published by CDA Investment Technologies, Inc.
-- analyzes price, current yield, risk, total return and average rate
of return (average compounded growth rate) over specified time
periods for the mutual fund industry.
(v) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.
(w) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial
Times, Global Investor, Wall Street Journal and Weisenberger
Investment Companies Service -- publications that rate fund
performance over specified time periods.
(x) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics -- a statistical measure of change over
time in the price of goods and services in major expenditure groups.
(y) Stocks, Bonds, Bills and Inflation, published by Ibbotson Associates
-- historical measure of yield, price and total return for common and
small company stock, long-term government bonds, U.S. Treasury bills
and inflation.
(z) Savings and Loan Historical Interest Rates -- as published by the
U.S. Savings & Loan League Fact Book.
(aa) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan companies; Salomon Brothers; Merrill
Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg
L.P.
B-2
<PAGE>
PART C
UAM FUNDS TRUST
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Included in Part A for the Portfolio listed below are "Financial
Highlights" from the date indicated to the period ended June 30, 1997:
Heitman/PRA Real Estate Portfolio Institutional Class shares (1/4/89)
Heitman/PRA Real Estate Portfolio Advisor Class shares (5/15/95)
Incorporated by reference to Post-Effective Amendment No. 16 in Part A for
the Portfolios listed below are "Financial Highlights" for the periods from
the date indicated to the fiscal year ended April 30, 1997:
BHM&S Total Return Bond Portfolio Institutional Class Shares
(November 1, 1995)
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
(November 1, 1995)
Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares (January 24, 1995)
Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares (December 16, 1994)
IRC Enhanced Index Portfolio Institutional Class Shares (January 23, 1996)
Jacobs International Octagon Portfolio Institutional Class Shares
(January 2, 1997)
MJI International Equity Portfolio Institutional Class Shares
(September 16, 1994)
MJI International Equity Portfolio Institutional Service Class Shares
(December 31, 1996)
TJ Core Equity Portfolio Institutional Service Class Shares
(September 28, 1995)
Incorporated by reference to Post-Effective Amendment No. 16 in Part A for
the Portfolio listed below are "Financial Highlights" for the periods from
the date indicated to the fiscal year ended March 31, 1997:
FPA Crescent Portfolio Institutional Class Shares (June 2, 1993)
FPA Crescent Portfolio Institutional Service Class Shares
(January 24, 1997)
<PAGE>
Incorporated by reference in Part B for the portfolio listed below are
Financial Statements dated December 31, 1996 and June 30, 1997:
Heitman/PRA Real Estate Portfolio Institutional Class Shares
Heitman/PRA Real Estate Portfolio Advisor Class Shares
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in the Annual Report dated December 31, 1996
include:
(a) Statement of Assets and Liabilities as of December 31, 1996;
(b) Statement of Operations for the period ended December 31, 1996;
(c) Statement of Changes in net Assets for the period ended December 31,
1996;
(d) Financial Highlights as of December 31, 1996;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in the Semi-Annual Report dated June 30, 1997 include:
(a) Statement of Assets and Liabilities as of June 30, 1997;
(b) Statement of Operations for the period ended June 30, 1997;
(c) Statement of Changes in Net Assets for the Period ended June 30, 1997;
(d) Financial Highlights as of June 30, 1997; and
(e) Notes to Financial Statements.
Incorporated by reference to Post-Effective Amendment No. 16 in Part B for
the Portfolios listed below are Financial Statements dated April 30, 1997:
BHM&S Total Return Bond Portfolio Institutional Class Shares
BHM&S Total Return Bond Portfolio Institutional Service Class Shares
Chicago Asset Management Value/Contrarian Portfolio Institional Class
Shares
Chicago Asset Management Intermediate Bond Portfolio Institional Class
Shares
IRC Enhanced Index Portfolio Institutional Class Shares
Jacobs International Octagon Portfolio Institutional Class Shares
MJI International Equity Portfolio Institutional Class Shares
MJI International Equity Portfolio Institutional Service Class Shares
TJ Core Equity Portfolio Institutional Service Class Shares
The Financial Statements for the above-referenced Portfolios for the time
periods set forth in each Portfolio's Annual Report dated April 30, 1997
include:
(a) Statement of Net Assets as of April 30, 1997;
(b) Statement of Operations for the period ended April 30, 1997;
(c) Statement of Changes in Net Assets for the period ended April 30, 1997;
(d) Financial Highlights as of April 30, 1997;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
Incorporated by reference to Post-Effective Amendment No. 16 in Part B for
the Portfolio listed below are Financial Statements dated March 31, 1997:
FPA Crescent Portfolio Institutional Class Shares
FPA Crescent Portfolio Institutional Service Class Shares
The Financial Statements for the above-referenced Portfolio for the time
periods set forth in the Portfolio's Annual Report dated March 31, 1997
include:
(a) Statement of Net Assets as of March 31, 1997;
(b) Statement of Operations for the period ended March 31, 1997;
(c) Statement of Changes in Net Assets for the period ended March 31, 1997;
(d) Financial Highlights as of March 31, 1997;
(e) Notes to Financial Statements; and
(f) Report of Independent Accountants.
<PAGE>
(B) EXHIBITS
Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following reference is used: 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>
Incorporated by
Exhibit Reference to (Location):
- --------- ---------------------------
<S> <C>
1. Declaration of Trust RS
A. Certificate of Amendment to
Certificate of Trust PEA8
2. By-Laws RS
3. Not Applicable
4. Specimen Share Certificate PEA1, PEA2, PEA3, PEA4, PEA11, PEA12, PEA14, PEA17, PEA18
5. Forms of Investment Advisory
Agreements RS, PEA1, PEA2, PEA3, PEA4, PEA12, PEA14, PEA17, PEA18
6. A. Form of Distribution Agreement (UAM Funds RS
Distributors, Inc.)
B. Form of Distribution Agreement (ACG Capital PEA17, Filed herewith
Corporation)
7. Not Applicable
8. Form of Custody Agreements RS
A. Global Custody Agreement PEA16
9. A. Fund Administration Agreement PEA13
B. Mutual Funds Service Agreement PEA16
10. Opinion and Consent of Counsel Pre EA
11. Consent of Independent Accountants
A. Consent of Independent Accountants (Price
Waterhouse LLP) with respect to December 31,
1996 Heitman Real Estate Fund Annual Report Filed herewith
B. Consent of Independent Accountants (Arthur
Andersen LLP) with respect to December 31, 1995
Heitman Real Estate Fund Annual Report Filed herewith
C. Consent of Independent Accountants (Price
Waterhouse LLP) with respect to UAM Funds
Trust March 31, 1997 and April 30, 1997
Annual Reports. Filed herewith
12. Other Financial Statements Not Applicable
13. Agreement for Providing Initial Capital Pre EA
14. Not Applicable
15. Not Applicable
16. Performance Quotation Schedules PEA16, PEA17, Filed herewith
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
- --------- ---------------------------
<S> <C>
18. Rule 18f-3 Multiple Class Plan PEA 8
24. Powers of Attorney RS, PEA7, PEA16
27. Financial Data Schedules for periods
ended:
A. December 31, 1996 Filed herewith
B. June 30, 1997 filed herewith
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is not controlled by or under common control with any person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
NUMBER OF RECORD HOLDERS
TITLE OF CLASS OR SERIES AS OF DECEMBER 31, 1997
- ------------------------ -------------------------
<S> <C>
BHM&S Total Return Bond Portfolio Institutional
Class Shares............................................................. 15
BHM&S Total Return Bond Portfolio Institutional
Service Class Shares..................................................... 25
Chicago Asset Management Value/Contrarian Portfolio
Institutional Class Shares............................................... 34
Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares............................................... 10
Dwight Principal Preservation Portfolio Institutional Class Shares*....... 0
FPA Crescent Portfolio Institutional Class Shares......................... 1,633
FPA Crescent Portfolio Institutional Service Class Shares................. 41
Hanson Equity Portfolio Institutional Class Shares........................ 0
IRC Enhanced Index Portfolio Institutional Class Shares................... 4
Jacobs International Octagon Portfolio Institutional Class Shares......... 1,124
MJI International Equity Portfolio Institutional Class Shares............. 46
MJI International Equity Portfolio Institutional Service Class Shares..... 20
TJ Core Equity Portfolio Institutional Service Class Shares............... 22
-----
Total..................................................................... 2,974
</TABLE>
*Portfolio or class has been authorized for sale of shares but has yet to begin
operations.
ITEM 27. INDEMNIFICATION
Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration Statement and "Investment Adviser" in
Part B of this Registration Statement. The information required by this Item 28
with respect to each director, officer, or partner of each investment adviser of
the Registrant is incorporated by reference to the
<PAGE>
Forms ADV filed by the investment advisers listed below with the Securities and
Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended,
on the dates and under the File numbers indicated:
<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- ---------
<S> <C> <C>
Jacobs Asset Management, L.P. April 15, 1997 801-49790
First Pacific Advisors, Inc. March 27, 1997 801-39512
Cambiar Investors, Inc. March 26, 1997 801-09538
Chicago Asset Management Company May 1, 1997 801-20197
Murray Johnstone International
Ltd. March 31, 1997 801-34926
Tom Johnson Investment
Management, Inc. January 21, 1997 801-42549
Dwight Asset Management Company May 20, 1997 801-45304
Investment Research Company February 14, 1997 801-31292
Hanson Investment Management
Company February 26, 1997 801-14817
Heitman/PRA Securities Advisors, December 21, 1997 801-48252
Inc.
Barrow, Hanley, Mewhinney &
Strauss, Inc. February 14, 1997 801-31237
</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, Investment
Research Company, Hanson Investment Management Company, Heitman/PRA Securities
Advisors, Inc., and Barrow, Hanley, Mewhinney & Strauss, Inc. are affiliates of
United Asset Management Corporation ("UAM"), a Delaware corporation owning firms
engaged primarily in institutional investment management.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc., ("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/PRA Real Estate Portfolio Advisor Class Shares.
(b) The information required with respect to each Director and officer of ACG
is incorporated by reference to Schedule A of Form BD filed pursuant to the
Securities and Exchange Act of 1934 (SEC File No. 8-47813).
(c) The information required with respect to each Director and officer of
UAMFSI is incorporated by reference to Schedule A of Form BD filed pursuant
to the Securities and Exchange Act of 1934 (SEC File No. 8-41126).
(d) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
<PAGE>
(b) (i) Not applicable (Heitman/PRA Real Estate Portfolio will continue
operations of an existing portfolio of another Registrant after a
reorganization).
(ii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Cambiar Opportunity Portfolio Institutional Class
Shares within four to six months from the effective date of the
Registrant's Post-Effective Amendment.
(iii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Dwight Principal Preservation Portfolio
Institutional Class Shares within four to six months from the
effective date of the Registrant's Post-Effective Amendment.
(iv) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Hanson Equity Portfolio Institutional Class Shares
within four to six months from the effective date of the Registrant's
Post-Effective Amendment.
(c) Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a Trustee or
Trustees when requested in writing to do so by the holders of at least
10% of the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the Investment
Company Act of 1940, as amended, relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 3rd day of February, 1998.
UAM FUNDS TRUST
*
-------------------
Norton H. Reamer
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
<S>
<C>
* , Chairman and President February 3, 1998
- -------------------
Norton H. Reamer
* , Trustee February 3, 1998
- -------------------
John T. Bennett, Jr.
* , Trustee February 3, 1998
- -------------------
Nancy J. Dunn
* , Trustee February 3, 1998
- -------------------
Philip D. English
* , Trustee February 3, 1998
- -------------------
William A. Humenuk
* , Trustee February 3, 1998
- -------------------
Charles H. Salisbury
* , Trustee February 3, 1998
- -------------------
Peter M. Whitman, Jr.
/s/Gary L. French , Treasurer February 3, 1998
- -------------------
Gary L. French
/s/Karl O. Hartmann February 3, 1998
- -------------------
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>
<PAGE>
UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)
FILE NOS. 811-8544/33-79858
POST-EFFECTIVE AMENDMENT NO. 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
6(B) Form of Distribution Agreement (ACG Capital
Corporation)
11(A) Consent of Independent Accountants (Price
Waterhouse LLP) with respect to December 31, 1996
Heitman Real Estate Fund Annual Report
11(B) Consent of Independent Accountants (Arthur Andersen
LLP) with respect to December 31, 1995 Heitman Real
Estate Fund Annual Report
11(C) Consent of Independent Accountants (Price
Waterhouse LLP) with respect to UAM Funds Trust,
March 31, 1997 and April 30, 1997 Annual Reports.
16 Performance Quotation Schedules
27 Financial Data Schedules for period ended December
31, 1996
Financial Data Schedules for period ended June 30,
1997
</TABLE>
<PAGE>
Exhibit 6B
UAM FUNDS TRUST
DISTRIBUTION AGREEMENT
(Advisor Class Shares)
THIS DISTRIBUTION AGREEMENT is made as of the ____ day of _____________,
between UAM Funds Trust, a Delaware business trust (the "Trust"), having its
principal place of business in Boston, Massachusetts on behalf of the
Heitman/PRA Real Estate Portfolio (the "Fund"), and ACG Capital Corporation, a
corporation organized under the laws of the State of California (the
"Distributor"), having its principal place of business in Walnut Creek,
California.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized (i) to issue shares of beneficial interest in separate series
("Series"), with the shares of each such series representing the interest in a
separate portfolio of securities and other assets, and (ii) to divide such
shares of beneficial interest of each such series into two or more classes;
WHEREAS, at the present time, the Fund is authorized to issue two classes
of shares designated as Heitman/PRA Real Estate Portfolio "Institutional Class"
shares and "Advisor Class" shares;
WHEREAS, the Trust wishes to employ the services of Distributor with
respect to the Advisor Class of the Fund; and
WHEREAS, the Distributor wishes to provide distribution services to the
Trust with respect to the Advisor Class of shares of the Fund as set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Sale of Shares. The Trust grants to the Distributor the right to sell
shares of beneficial interest, no par value per share, of the Advisor Class of
the Fund (the "Advisor Class Shares" or the "Shares") during the term of this
Agreement and subject to the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and of the laws governing the sale of
securities in various states (the "Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as principal, the
Advisor Class Shares authorized for issue and registered under the 1933 Act and
applicable Blue Sky Laws; and (ii) shall sell such Shares only in compliance
with the terms set forth in the Trust's currently effective registration
statement and any Plan of Distribution of the Trust or its Series ("Plan") as
may be in effect from time to time and any further limitations the Trustees of
the Trust may impose. Distributor may enter into selling agreements with
selected dealers and others for the sale of Advisor Class Share and will act
only on its own behalf as principal in entering into such selling agreements.
<PAGE>
2. Sale of Shares by the Trust. The Trust reserves the right to issue
Shares in connection with (a) the merger or consolidation of the assets of, or
acquisition by the Trust through purchase or otherwise, with any other
investment company, trust or personal holding company; (b) a pro rata
distribution directly to the holders of Shares in the nature of a stock dividend
or split-up; and (c) as otherwise may be provided in the then current
registration statement of the Trust.
3. Shares Covered by this Agreement. This Agreement shall apply to issued
Advisor Class Shares, Advisor Class Shares held in its treasury in the event
that in the discretion of the Trust treasury Shares of such class shall be sold,
and Advisor Class Shares repurchased for resale.
4. Public Offering Price. Except as otherwise noted in the Trust's
Prospectus (the "Prospectus") or Statement of Additional Information (the "SAI")
with respect to Advisor Class Shares, as amended or supplemented from time to
time, all Advisor Class Shares sold to investors by the Distributor or the Trust
will be sold at the public offering price plus any applicable sales charges
described therein. The public offering price for all accepted subscriptions will
be the net asset value per share, determined in the manner described in the
Trust's then current Prospectus or SAI with respect to the applicable series.
The Trust shall in all cases receive the net asset value per share on all sales
and the Distributor shall be entitled to retain the applicable sales charges,
subject to any reallowance obligations of the Distributor as set forth in any
selling agreements with selected dealers and others for the sale of Advisor
Class Shares and/or as set forth in the Prospectus and/or SAI of the Trust with
respect to Advisor Class Shares.
5. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be processed by the Distributor except such unconditional
orders placed with the Distributor before it had knowledge of the suspension. In
addition, the Trust reserves the right to suspend sales and the Distributor's
authority to sell Shares if, in the judgment of the Trust, it is in the best
interests of the Trust to do so. Suspension will continue for such period as may
be determined by the Trust. In addition, the Trust and Distributor reserve the
right to reject any purchase order.
6. Solicitation of Sales. In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers for Shares of the Trust. This
shall not prevent the Distributor from entering into like arrangements
(including arrangements involving the payment of underwriting commissions) with
other issuers. Distributor agrees to use all reasonable efforts to ensure that
taxpayer identification numbers provided for holders of Shares of the Trust are
correct.
<PAGE>
7. Authorized Representations. The Distributor is not authorized by the
Trust to give any information or to make any representations other than those
contained in the appropriate registration statements, Prospectuses or SAIs filed
with the Securities and Exchange Commission under the 1933 Act and applicable
Blue Sky Laws (as those registration statements, Prospectuses and SAIs may be
amended from time to time), or contained in shareholder reports or other
material that may be prepared by or on behalf of the Trust for the Distributor's
use. This shall not be construed to prevent the Distributor from preparing and
distributing, in compliance with applicable laws and regulations, sales
literature or other material as it may deem appropriate. Distributor will
furnish or cause to be furnished copies of such sales literature or other
material to the President of the Trust or his designee and will provide him with
reasonable opportunity to comment on it. Distributor agress to take appropriate
action to cease using such sales literature or other material to which the Trust
reasonably objects as promptly as practicable after receipt of the objection.
Distributor further agrees that in connection with the offer and sale of
Shares, Distributor shall comply with all applicable federal and state
securities laws (including, without limitation, the maintenance of effective
broker-dealer registration as required) and shall comply with the requirements
of the Rules of Fair Practice of the National Association of Securities Dealers,
Inc.
8. Registration of Shares. The Trust agrees that it will use its best
efforts to register Shares under the 1933 Act (subject to the necessary
approval, if any, of its shareholders) and to qualify and maintain the
registration and qualification of an appropriate number of shares under the
securities laws of such states so that there will be available for sale the
number of Shares the Distributor may reasonably be expected to sell. Distributor
shall furnish such information and other materials relating to its affairs and
activities as shall be required by the Trust in connection with such
registration and qualification. The Trust agrees that it will notify Distributor
of each state where the Shares are qualified or registered for sale, and the
Distributor agrees that it will not offer or sell Shares in any state where it
has not been notified that the offer or sale of Shares has been so qualified or
registered. The Trust shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares of each
series of the Trust.
9. Expenses, Compensation and Reimbursement.
(a) The Trust shall pay fees and expenses:
(i) in connection with the preparation, setting in type and filing
of any registration statement, Prospectus and SAI under the 1933 Act, and any
amendments thereto, for the issue of its Shares;
<PAGE>
(ii) in connection with the registration and qualification of Shares
for sale in the various states in which the Board of Trustees (the "Trustees")
of the Trust shall determine it advisable to qualify such Shares for sale
(including registering the Trust or Series as a broker or dealer or any officer
of the Trust as agent or salesperson in any state);
(iii) of preparing, setting in type, printing and mailing any report
or other communication to holders of Shares of the Trust in their capacity as
such; and
(iv) of preparing, setting in type, printing and mailing
Prospectuses, SAIs, and any supplements thereto, sent to existing holders of
Shares.
(b) The Distributor shall pay costs of:
(i) printing and distributing Prospectuses, SAIs and reports
prepared for its use in connection with the offering of the Shares for sale to
the public;
(ii) any other literature used in connection with such offering;
(iii) advertising in connection with such offering including, but not
limited to the following: public relations services, sales presentations, media
charges, preparation, printing and mailing of advertising and sales literature;
data processing necessary to distribution effort, printing and mailing of
prospectuses; and
(iv) any additional out-of-pocket expenses incurred in connection
with these costs.
(c) In addition to the services described above, Distributor will provide
services, including assistance in the production of marketing and advertising
materials for the sale of Shares of the Trust and their review for compliance
with applicable regulatory requirements, entering into other agreements with
broker-dealers to sell Shares of the Trust and monitoring their financial
strength and contractual compliance, providing, directly or through its
affiliates certain investor support services, personal service, and the
maintenance of shareholder accounts.
(d) In connection with the services to be provided by the Distributor
under this Agreement, in addition to any sales charges referred to in Section 4
hereof, the Distributor shall be entitled to receive from the Trust as
compensation for services provided hereunder, subject to the terms and
conditions of the Trust's Plan of Distribution Pursuant to Rule 12b-1, an amount
with respect to Advisor Class Shares determined at an annual rate of .25% of the
average daily value of net assets represented by such Shares, such amount to be
paid in arrears at the end of each calendar month.
<PAGE>
10. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor
and each of its directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon: (i) any violation of the Trust's representations or
covenants herein contained; (ii) any allegation of any wrongful act of the Trust
or any of its representatives (other than the Distributor or any of its
employees or representatives or any other person for whose acts the Distributor
is responsible or is alleged to be responsible (including any selected dealer or
person through whom sales made pursuant to an agreement with the Distributor));
(iii) any allegation of any person acquiring any Shares, based upon the 1933 Act
or any other statute or common law, that the registration statements,
Prospectuses, SAIs, or shareholder reports of the Trust included an untrue
statement of a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading, except to
the extent the statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor; or (iv) any allegation that any advertising material
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements not
misleading, to the extent that such statement or omission was made in reliance
upon, and in conformity with, information furnished in writing to the
Distributor by the Trust. In no case (i) is the indemnity of the Trust in favor
of the Distributor or any person indemnified to be deemed to protect the
Distributor or any person against any liability to the Trust or its security
holders to which the Distributor or such person would otherwise be subject by
reason of willful misfeasance, bad faith or ordinary negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this Section 10(a) with respect to
any claim made against the Distributor or any person indemnified unless the
Distributor or person, as the case may be, shall have notified the Trust in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Distributor or any such person or after the Distributor or
such person shall have received notice of service on any designated agent.
However, except to the extent the Trust is harmed thereby, failure to notify the
Trust of any claim shall not relieve the Trust from any liability which it may
have to the Distributor or any person against whom such action is brought other
than on account of its indemnity agreement contained in this Section 10(a). The
Trust shall be entitled to participate at its own expense in the defense, or,
if it so elects, to assume the defense of any suit brought to enforce any
claims, but if the Trust elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor, or person
or persons, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any suit and retain counsel, the Distributor, officers
or directors or controlling person(s) or defendant(s) in the suit,
<PAGE>
shall bear the fees and expenses of any additional counsel retained by them. If
the Trust does not elect to assume the defense of any suit, it will reimburse
the Distributor, officers or directors or controlling person(s) or defendant)(s)
in the suit, for the reasonable fees and expenses of any counsel retained by
them. The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, against any loss,
liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon (i) any violation of any of its representations or
covenants herein contained; (ii) any allegation of any wrongful act of the
Distributor or any of its employees or representatives or any other person for
whose acts the Distributor is responsible or is alleged to be responsible
(including any selected dealer or person through whom sales are made pursuant to
an agreement with the Distributor); (iii) any allegation of any person acquiring
any Shares, based on the 1933 Act or any other statute or common law, that the
registration statements, Prospectuses, SAIs or shareholder reports included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading, to the
extent that such statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor; or (iv) any allegation that any advertising material
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements not
misleading, except to the extent that such statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to the
Distributor by the Trust. In no case (i) is the indemnity of the Distributor in
favor of the Trust or any person indemnified to be deemed to protect the Trust
or any person against any liability to which the Trust or such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this Section
10(b) with respect to any claim made against the Trust or any person indemnified
unless the Trust or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the summons
or other first written notification giving information of the nature of the
claim shall have been served upon the Trust or any such person or after the
Trust or such person shall have received notice of service on any designated
agent. However, failure to notify the Distributor of any claim shall not relieve
the Distributor from any liability which it may have to the Trust or any person
against whom such action is brought other than on account of its indemnity
agreement contained in this Section 10(b). In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and
<PAGE>
satisfactory to the Trust, to its officers and Trustees and to any controlling
person(s) or any defendant(s) in the suit. In the event the Distributor elects
to assume the defense of any suit and retain counsel, the Trust or controlling
person(s) or defendant(s) in the suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the Trust, its officers or
Trustees, controlling person(s) or defendant(s) in the suit, for the reasonable
fees and expenses of any counsel retained by them. The Distributor agrees to
notify the Trust promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the Shares.
(c) The indemnities granted by the parties in this Section 10 shall
survive the termination of this Agreement.
11. Effectiveness, Termination, etc. This Agreement shall become effective
as of the date of (i) the date on which an amendment to the registration
statement on Form N-1A with respect to the Advisor Class Shares becomes
effective under the 1933 Act, or (ii) the date on which such class commences
offering its Shares to the public, and unless terminated as provided, shall
continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the Trust, and (ii)
the vote of a majority of those Trustees of the Trust who are not interested
persons of the Trust and who are not parties to this Agreement or interested
persons of any party, cast in person at a meeting called for the purpose of
voting on the approval. This Agreement shall automatically terminate in the
event of its assignment. As used in this Section 11, the terms "vote of a
majority of the outstanding voting securities," "assignment" and interested
person" shall have the respective meanings specified in the 1940 Act and the
rules enacted thereunder as now in effect or as hereafter amended. In addition
to termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated without the payment of any penalty by
vote of a majority of the Trustees of the Trust who are not interested persons
of the Trust, or by vote of a majority of the outstanding voting securities of
the Trust, on not more than sixty (60) days' written notice by the Trust. This
Agreement may be terminated by the Distributor upon not less than sixty (60)
days' prior written notice to the Trust.
12. Insurance. This Distributor shall maintain insurance coverage in such
amount and in such forms as the Trust reasonably determines against any and all
liabilities which may arise in connection with the performance of the
Distributor's duties hereunder. Upon request, the Distributor shall provide to
the Trust evidence of such coverage.
13. Notice. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail, postage
prepaid, to the other party to this Agreement at its principal place of
business.
14. Severability. If any provision of this Agreement shall be held or made
invalid by
<PAGE>
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
15. Governing Law. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the Commonwealth
of Massachusetts.
16. Limitation of Liability. The Distributor acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Master Trust Agreement. The Distributor agrees that the Trust's
obligations hereunder shall be limited to the Trust and that the Distributor
shall have recourse solely against the assets of the Series with respect to
which the Trust's obligations hereunder relate and shall have no recourse
against the assets of any other Series or against any shareholder, Trustee,
officer, employee or agent of the Trust.
17. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect this construction or effect. This Agreement may be executed in two
counterparts, each of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
UAM FUNDS TRUST
By:
--------------------------
Name:
Title:
ACG CAPITAL CORPORATION
By:
--------------------------
Name:
Title:
<PAGE>
Exhibit 11(A)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 14, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of Heitman Real Estate Fund, which is also incorporated
by reference in the Registration Statement. We also consent to the references to
us under the headings "Financial Highlights" and "Independent Accountants" in
the Prospectuses and under the heading "Financial Statements" in the Statement
of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
January 28, 1998
<PAGE>
Exhibit 11(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 26, 1996, on the December 31, 1995
financial statements of the Heitman/PRA Real Estate Portfolio, incorporated by
reference in the Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A of the Heitman/PRA Real Estate Portfolio (File No. 33-79858), and
to all references to our firm included in or made part of Post-Effective
Amendment No. 19 to the Registration Statement File No. 33-79858.
/s/ Arthur Andersen LLP
Philadelphia, Pa.
January 28, 1998
<PAGE>
Exhibit 11(C)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated May 12, 1997 and June 9, 1997, relating to the
financial statements and financial highlights appearing in the March 31, 1997
and April 31, 1997 Annual Reports to Shareholders of the 9 portfolios comprising
UAM Funds Trust, which are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants," and "Reports" in the Prospectuses and
under the heading "Financial Statements" in the Statements of Additional
Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 28, 1998
<PAGE>
Exhibit 16
Schedule or Computation of Performance Quotations
Heitman/PRA Real Estate Portfolio - Institutional Class Shares
1. Average Annual Return (As of June 30, 1997)
at Maximum Offering Price
P (1+T)/N/ = ERV
Where: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year Five Years 01/04/89
-------- ---------- --------
P = $1,000 P = $1,000 P = $1,000
T = 6.42% T = 17.98% T = 10.37%
N = 1 year N = 5 years N = 8.49 years
ERV = $1,064 ERV = $1,754 ERV = $2,311
<PAGE>
Exhibit 16
Schedule or Computation of Performance Quotations
Heitman/PRA Real Estate Portfolio Advisor Class Shares
1. Average Annual Return (As of June 30, 1997)
at Maximum Offering Price
P (1+T)/N/ = ERV
Where: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period
Since Inception
One Year 05/15/95
-------- --------
P = $1,000 P = $1,000
T = 6.07% T = 23.63%
N = 1 year N = 2.13 years
ERV = $1,061 ERV = $1,571
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HEITMAN
REAL ESTATE FUND'S ANNUAL REPORT FOR THE HEITMAN/PRA INSTITUTIONAL CLASS DATED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL
REPORT DATED DECEMBER 31, 1996.
</LEGEND>
<CIK> 0000840084
<NAME> HEITMAN SECURITIES TRUST
<SERIES>
<NUMBER> 1
<NAME> HEITMAN REAL ESTATE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 116,418
<INVESTMENTS-AT-VALUE> 211,140
<RECEIVABLES> 2,485
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 213,647
<PAYABLE-FOR-SECURITIES> 4,114
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 453
<TOTAL-LIABILITIES> 4,567
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164,540
<SHARES-COMMON-STOCK> 19,059
<SHARES-COMMON-PRIOR> 11,694
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (182)
<ACCUM-APPREC-OR-DEPREC> 44,722
<NET-ASSETS> 209,080
<DIVIDEND-INCOME> 6,796
<INTEREST-INCOME> 623
<OTHER-INCOME> 0
<EXPENSES-NET> 1,868
<NET-INVESTMENT-INCOME> 5,551
<REALIZED-GAINS-CURRENT> 11,165
<APPREC-INCREASE-CURRENT> 34,985
<NET-CHANGE-FROM-OPS> 51,701
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,249
<DISTRIBUTIONS-OF-GAINS> 4,677
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,898
<NUMBER-OF-SHARES-REDEEMED> 4,543
<SHARES-REINVESTED> 376
<NET-CHANGE-IN-ASSETS> 107,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,143)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,868
<AVERAGE-NET-ASSETS> 101,673
<PER-SHARE-NAV-BEGIN> 8.65
<PER-SHARE-NII> .37
<PER-SHARE-GAIN-APPREC> 2.82
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .88
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.96
<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HEITMAN
REAL ESTATE FUND'S ANNUAL REPORT FOR THE ADVISOR CLASS DATED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNUAL REPORT DATED
DECEMBER 31, 1996.
</LEGEND>
<CIK> 0000840084
<NAME> HEITMAN SECURITIES TRUST
<SERIES>
<NUMBER> 1
<NAME> HEITMAN REAL ESTATE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 166,418
<INVESTMENTS-AT-VALUE> 211,140
<RECEIVABLES> 2,485
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 213,647
<PAYABLE-FOR-SECURITIES> 4,114
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 453
<TOTAL-LIABILITIES> 4,567
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164,540
<SHARES-COMMON-STOCK> 19,059
<SHARES-COMMON-PRIOR> 11,694
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (182)
<ACCUM-APPREC-OR-DEPREC> 44,722
<NET-ASSETS> 209,080
<DIVIDEND-INCOME> 6,796
<INTEREST-INCOME> 623
<OTHER-INCOME> 0
<EXPENSES-NET> 1,868
<NET-INVESTMENT-INCOME> 5,551
<REALIZED-GAINS-CURRENT> 11,165
<APPREC-INCREASE-CURRENT> 34,985
<NET-CHANGE-FROM-OPS> 51,701
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,925
<DISTRIBUTIONS-OF-GAINS> 2,752
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,164
<NUMBER-OF-SHARES-REDEEMED> 962
<SHARES-REINVESTED> 429
<NET-CHANGE-IN-ASSETS> 107,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,143)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,868
<AVERAGE-NET-ASSETS> 35,716
<PER-SHARE-NAV-BEGIN> 8.67
<PER-SHARE-NII> .31
<PER-SHARE-GAIN-APPREC> 2.84
<PER-SHARE-DIVIDEND> .84
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.98
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000840084
<NAME> HEITMAN REAL ESTATE FUND
<SERIES>
<NUMBER> 1
<NAME> HEITMAN/PRA INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 178,178
<INVESTMENTS-AT-VALUE> 209,483
<RECEIVABLES> 1,609
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 211,096
<PAYABLE-FOR-SECURITIES> 1,669
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 654
<TOTAL-LIABILITIES> 2,323
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156,091
<SHARES-COMMON-STOCK> 11,841
<SHARES-COMMON-PRIOR> 11,790
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,035)
<ACCUMULATED-NET-GAINS> 22,412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,305
<NET-ASSETS> 208,773
<DIVIDEND-INCOME> 3,778
<INTEREST-INCOME> 374
<OTHER-INCOME> 0
<EXPENSES-NET> 1,269
<NET-INVESTMENT-INCOME> 2,883
<REALIZED-GAINS-CURRENT> 22,594
<APPREC-INCREASE-CURRENT> (13,417)
<NET-CHANGE-FROM-OPS> 12,060
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,642)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,693
<NUMBER-OF-SHARES-REDEEMED> 1,724
<SHARES-REINVESTED> 82
<NET-CHANGE-IN-ASSETS> (307)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (182)
<GROSS-ADVISORY-FEES> 703
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,269
<AVERAGE-NET-ASSETS> 130,694
<PER-SHARE-NAV-BEGIN> 10.96
<PER-SHARE-NII> 0.17
<PER-SHARE-GAIN-APPREC> 0.53
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 1.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000840084
<NAME> HEITMAN REAL ESTATE FUND
<SERIES>
<NUMBER> 2
<NAME> ADVISOR CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 178,178
<INVESTMENTS-AT-VALUE> 209,483
<RECEIVABLES> 1,609
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 211,096
<PAYABLE-FOR-SECURITIES> 1,669
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 654
<TOTAL-LIABILITIES> 2,323
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156,091
<SHARES-COMMON-STOCK> 6,407
<SHARES-COMMON-PRIOR> 7,269
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,035)
<ACCUMULATED-NET-GAINS> 22,412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,305
<NET-ASSETS> 208,773
<DIVIDEND-INCOME> 3,778
<INTEREST-INCOME> 374
<OTHER-INCOME> 0
<EXPENSES-NET> 1,269
<NET-INVESTMENT-INCOME> 2,883
<REALIZED-GAINS-CURRENT> 22,594
<APPREC-INCREASE-CURRENT> (13,417)
<NET-CHANGE-FROM-OPS> 12,060
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,276
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,256
<NUMBER-OF-SHARES-REDEEMED> 5,221
<SHARES-REINVESTED> 104
<NET-CHANGE-IN-ASSETS> (307)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (182)
<GROSS-ADVISORY-FEES> 703
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,269
<AVERAGE-NET-ASSETS> 72,302
<PER-SHARE-NAV-BEGIN> 10.98
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 0.52
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.19)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.45
<EXPENSE-RATIO> 1.58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
