<PAGE>
- --------------------------------------------------------------------------------
UAM Funds
Semi Annual Report
--------------------------
TJ Core Equity Portfolio
--------------------------
October 31, 1998
UAM
- --------------------------------------------------------------------------------
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Shareholders' Letter........................................................ 1
Portfolio of Investments.................................................... 3
Statement of Assets and Liabilities......................................... 7
Statement of Operations..................................................... 8
Statement of Changes in Net Assets.......................................... 9
Financial Highlights........................................................ 10
Notes to Financial Statements............................................... 11
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
Dear Fellow Shareholders:
The equity markets put on a roller coaster performance for the six month pe-
riod ended October 31, 1998. The markets had been up about 15% through April.
The markets then jumped another 6% through mid-July, about the time when sec-
ond quarter earnings expectations were being announced. From mid-July through
September the markets retraced the whole year's increase. After the Federal
Reserve surprised the world with a second federal funds rate cut in October,
the market rallied back into positive territory to a 15% gain through October.
This volatility tested investors' optimism. Unlike most corrections (down
10%), individuals didn't rapidly come into the market. This time panic took
over and investors promptly took the market lower. The catalyst that rallied
the market was the quick reaction of the Federal Reserve to provide liquidity
to the financial system.
The height of the market valuation and the speed of investor's reactions makes
this equity market so choppy. At a market multiple of 20x and very little in
the way of earnings growth due to the slowing of foreign economies, the only
fuel for the market is monetary easing. As has been written in the past, the
portfolio has been structured defensively to do better in a choppier environ-
ment than one in which there is only clear sailing. As a result, the Fund's
more defensive portfolio outperformed the broader market indices for the six
months ended October 31, 1998. The Fund was up 4.6% versus the S&P 500 down
0.4%. For the quarter ended October 31, 1998 the TJ Core Equity Fund
outperformed the index with a return of 2.9% versus a decline in the S&P 500
of 1.6%.
Due to the volatile nature of the markets, there were many opportunities to
take profits, add to existing holdings and initiate new positions. In addition
three companies that are owned were in the process of being acquired. AMP is
being pursued by Allied Signal. General Signal was acquired by SPX Corpora-
tion. Amoco was in the process of being acquired by British Petroleum. We sold
outright: American Express, Anheuser Busch, Associates Financial, Ford Motor,
Mallinckrodt, McGraw-Hill, Wal-Mart, and United Healthcare. New positions were
initiated in: Computer Associates, Equity Residential Properties Trust, Intel,
MCN Energy, Pepsico and Xerox. The weightings in more established positions
were increased in the following: Dun and Bradstreet, Limited, Schlumberger,
Tricon Global and Union Camp.
The recent volatility in stock prices is expected to continue as momentum in-
vestors jump from one market segment to another in search of the level of per-
formance enjoyed in recent years. In our view, returns similar to the recent
years outstanding
1
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
gains are not likely, as the economic outlook becomes more uncertain and earn-
ings advances become more difficult to maintain. As a result, the adviser will
continue to emphasize the defensive posture of the TJ Core Equity Fund and
will use instances of increasing volatility as opportunities to accumulate un-
dervalued companies with favorable long term prospects.
TOM JOHNSON INVESTMENT MANAGEMENT, INC.
The investment results presented in the Adviser's letter represent past per-
formance and should not be construed as a guarantee of future results. If the
Adviser did not have temporary fee waivers and did not assume expenses on be-
half of the Portfolio, total return for the Portfolio would have been lower.
The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than their
original cost.
DEFINITION OF THE COMPARATIVE INDEX
-----------------------------------
The S&P 500 Index is an unmanaged index composed of 400 industrial, 40
financial, 40 utilities and 20 transportation stocks.
Please note that one cannot invest in an unmanaged index.
2
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 91.0%
<TABLE>
<CAPTION>
SHARES VALUE+
------ -----------
<S> <C> <C>
AEROSPACE & DEFENSE - 2.7%
Raytheon Co., Class A...................................... 500 $ 28,000
Raytheon Co., Class B...................................... 4,600 267,087
-----------
295,087
-----------
BANKS - 5.0%
BankAmerica Corp........................................... 5,000 287,188
First Union Corp........................................... 4,500 261,000
-----------
548,188
-----------
BEVERAGES, FOOD & TOBACCO - 7.1%
Heinz (H.J.) Co............................................ 4,200 244,125
PepsiCo, Inc............................................... 3,100 104,625
Philip Morris Cos., Inc.................................... 2,300 117,588
Sara Lee Corp.............................................. 5,400 322,312
-----------
788,650
-----------
BROADCASTING & PUBLISHING - 2.2%
Gannett Co................................................. 4,000 247,500
-----------
COMMUNICATIONS - 2.2%
*MediaOne Group, Inc....................................... 5,700 241,181
-----------
COMPUTERS & OFFICE EQUIPMENT - 3.4%
Computer Associates International, Inc. ................... 3,800 149,625
Intel Corp................................................. 1,400 124,862
Xerox Corp................................................. 1,000 96,875
-----------
371,362
-----------
CONGLOMERATES - 1.9%
Textron, Inc............................................... 2,800 208,250
-----------
ELECTRICAL EQUIPMENT - 4.5%
AMP, Inc................................................... 4,797 196,977
General Electric Co........................................ 3,400 297,500
-----------
494,477
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
COMMON STOCKS - CONTINUED
<TABLE>
<CAPTION>
SHARES VALUE+
------ -----------
<S> <C> <C>
ENERGY - 7.3%
Amoco Corp. ............................................... 4,700 $ 263,787
Coastal Corp. ............................................. 6,300 222,075
MCN Energy Group, Inc. .................................... 5,000 96,563
Mobil Corp. ............................................... 3,000 227,063
-----------
809,488
-----------
FINANCIAL SERVICES - 7.8%
Block (H&R), Inc. ......................................... 5,300 237,506
Dun & Bradstreet Corp. .................................... 7,800 221,325
Fannie Mae................................................. 4,500 318,656
Lehman Brothers Holdings, Inc. ............................ 2,100 79,669
-----------
857,156
-----------
HOSPITAL - SUPPLIES - 2.3%
Johnson & Johnson.......................................... 3,100 252,650
-----------
INSURANCE - 2.8%
Hartford Financial Services Group, Inc. ................... 5,800 308,125
-----------
LODGING & RESTAURANTS - 5.3%
McDonald's Corp. .......................................... 4,700 314,313
*Tricon Global Restaurants, Inc. .......................... 6,200 269,700
-----------
584,013
-----------
MACHINERY & CONSTRUCTION - 1.5%
Foster Wheeler Corp. ...................................... 4,700 74,612
*SPX Corp. ................................................ 1,672 91,019
-----------
165,631
-----------
MANUFACTURING - 5.5%
ITT Industries, Inc. ...................................... 6,600 235,950
Tyco International Ltd. ................................... 6,000 371,625
-----------
607,575
-----------
METALS - 0.7%
USX-U.S. Steel Group, Inc. ................................ 3,300 76,725
-----------
MISCELLANEOUS CONSUMER SERVICES - 1.5%
Jostens, Inc. ............................................. 7,300 164,706
-----------
OIL SERVICES - 2.0%
Schlumberger Ltd. ......................................... 4,300 225,750
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
COMMON STOCKS - CONTINUED
<TABLE>
<CAPTION>
SHARES VALUE+
------ -----------
<S> <C> <C>
PAPER & PACKAGING - 1.9%
Union Camp Corp............................................ 5,000 $ 215,000
-----------
PHARMACEUTICALS - 6.8%
Allergan, Inc. ............................................ 3,500 218,531
Bristol-Myers Squibb Co.................................... 2,300 254,294
Merck & Co., Inc. ......................................... 2,100 284,025
-----------
756,850
-----------
REAL ESTATE INVESTMENT TRUSTS - 1.0%
Equity Residential Properties Trust........................ 2,700 113,400
-----------
RETAIL - 2.4%
Limited, Inc............................................... 10,200 261,375
-----------
TECHNOLOGY - 7.4%
Avnet, Inc. ............................................... 4,000 199,000
Compaq Computer Corp. ..................................... 8,800 278,300
International Business Machines Corp....................... 2,300 341,406
-----------
818,706
-----------
TELECOMMUNICATIONS - 2.2%
Lucent Technologies, Inc................................... 3,000 240,563
-----------
TRANSPORTATION - 1.9%
Southwest Airlines Co. .................................... 9,700 205,519
-----------
UTILITIES-COMMUNICATIONS - 1.7%
AT&T Corp.................................................. 3,000 186,750
-----------
TOTAL COMMON STOCKS (Cost $8,419,229)............................. 10,044,677
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENT - 8.8%
<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
-------- -----------
<S> <C> <C>
REPURCHASE AGREEMENT
Chase Securities, Inc. 4.90%, dated 10/30/98, due
11/02/98, to be repurchased at $976,399,
collateralized by $939,230 of various U.S. Treasury
Notes, 5.375%-6.875%, due 5/31/99-02/15/04, valued at
$976,013 (Cost $976,000)............................. $976,000 $ 976,000
-----------
TOTAL INVESTMENTS - 99.8% (Cost $9,395,229).................... 11,020,677
-----------
OTHER ASSETS AND LIABILITIES (NET) - 0.2%...................... 24,627
-----------
NET ASSETS - 100%.............................................. $11,045,304
===========
</TABLE>
+ See Note A to Financial Statements.
* Non-Income Producing Security.
ADR American Depositary Receipt.
(a) The cost for federal income tax purposes was $9,395,229. At October 31,
1998, net unrealized depreciation for all securities based on tax cost was
$1,625,448. This consisted of aggregate gross unrealized appreciation for
all securities of $1,886,149 and aggregate gross unrealized depreciation for
all securities of $260,701.
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
ASSETS
Investments, at Cost............................................. $ 9,395,229
===========
Investments, at Value............................................ $11,020,677
Cash............................................................. 924
Receivable for Portfolio Shares Sold............................. 38,105
Dividends Receivable............................................. 3,463
Interest Receivable.............................................. 266
Receivable from Investment Adviser - Note B...................... 3,111
Other Assets..................................................... 242
-----------
Total Assets.................................................... 11,066,788
-----------
LIABILITIES
Payable for Administrative Fees - Note C......................... 9,825
Payable for Distribution and Service Fees - Note E............... 5,286
Payable for Trustees' Fees - Note G.............................. 627
Other Liabilities................................................ 5,746
-----------
Total Liabilities............................................... 21,484
-----------
NET ASSETS....................................................... $11,045,304
===========
NET ASSETS CONSIST OF:
Paid in Capital.................................................. $ 8,062,258
Undistributed Net Investment Income.............................. 945
Accumulated Net Realized Gain.................................... 1,356,653
Unrealized Appreciation.......................................... 1,625,448
-----------
NET ASSETS....................................................... $11,045,304
===========
Institutional Service Class Shares
Shares Issued and Outstanding (Unlimited authorization, no par
value)......................................................... 612,308
NET ASSET VALUE, Offering and Redemption Price Per Share........ $18.04
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
FOR THE SIX MONTHS ENDED
OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
STATEMENT OF OPERATIONS
INVESTMENT INCOME
Dividends................ $ 79,692
Interest................. 25,805
---------
TOTAL INCOME............ 105,497
---------
EXPENSES
Investment Advisory
Fees - Note B........... 43,660
Administrative Fees -
Note C................. 42,891
Distribution and Service
Fees - Note E........... 14,556
Audit Fees............... 6,655
Registration and Filing
Fees.................... 6,172
Printing Fees............ 5,548
Account Services Fees -
Note F................. 4,721
Custodian Fees - Note D.. 1,714
Trustees' Fees - Note G.. 1,272
Legal Fees............... 706
Shareholder Servicing
Fees.................... 410
Other Expenses........... 2,385
Account Services Fees
Waived - Note F......... (4,721)
Investment Advisory Fees
Waived - Note B......... (43,660)
Expenses Assumed by the
Adviser - Note B........ (9,453)
---------
Net Expenses............ 72,856
---------
NET INVESTMENT INCOME.... 32,641
---------
NET REALIZED GAIN ON
INVESTMENTS............. 976,746
NET CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION
OF INVESTMENTS.......... (591,835)
---------
NET GAIN ON INVESTMENTS.. 384,911
---------
NET INCREASE IN NET
ASSETS RESULTING FROM
OPERATIONS.............. $ 417,552
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR
OCTOBER 31, ENDED
1998 APRIL 30,
(UNAUDITED) 1998
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income............................. $ 32,641 $ 62,009
Net Realized Gain................................. 976,746 512,167
Net Change in Unrealized
Appreciation/Depreciation........................ (591,835) 1,815,201
----------- -----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS....................................... 417,552 2,389,377
----------- -----------
DISTRIBUTIONS:
Net Investment Income............................. (31,779) (64,393)
Net Realized Gain................................. -- (179,488)
----------- -----------
TOTAL DISTRIBUTIONS............................... (31,779) (243,881)
----------- -----------
CAPITAL SHARE TRANSACTIONS: (1)
Issued............................................ 2,490,039 9,086,285
In Lieu of Cash Distributions..................... 31,779 241,967
Redeemed.......................................... (3,210,330) (3,014,063)
----------- -----------
NET INCREASE (DECREASE) FROM CAPITAL SHARE
TRANSACTIONS..................................... (688,512) 6,314,189
----------- -----------
TOTAL INCREASE (DECREASE)......................... (302,739) 8,459,685
NET ASSETS:
Beginning of Period............................... 11,348,043 2,888,358
----------- -----------
End of Period (including undistributed net
investment income of $945 and $83,
respectively).................................... $11,045,304 $11,348,043
=========== ===========
(1) SHARES ISSUED AND REDEEMED:
Shares Issued..................................... 145,090 610,019
In Lieu of Cash Distributions..................... 1,872 15,730
Redeemed.......................................... (190,618) (191,077)
----------- -----------
(43,656) 434,672
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED SEPTEMBER 28,
OCTOBER 31, APRIL 30, 1995* TO
1998 --------------- APRIL 30,
(UNAUDITED) 1998 1997 1996
----------- ------- ------ -------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD.......................... $ 17.30 $ 13.05 $11.05 $10.00
------- ------- ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........... 0.05 0.10 0.12 0.06
Net Realized and Unrealized Gain
on Investments................. 0.74 4.55 2.08 1.05
------- ------- ------ ------
Total from Investment
Operations..................... 0.79 4.65 2.20 1.11
------- ------- ------ ------
DISTRIBUTIONS
Net Investment Income........... (0.05) (0.11) (0.11) (0.06)
Net Realized Gain............... -- (0.29) (0.09) --
------- ------- ------ ------
Total Distributions............. (0.05) (0.40) (0.20) (0.06)
------- ------- ------ ------
NET ASSET VALUE, END OF PERIOD... $ 18.04 $ 17.30 $13.05 $11.05
======= ======= ====== ======
TOTAL RETURN+.................... 4.59%*** 36.05% 20.14% 11.13%***
======= ======= ====== ======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period
(Thousands)..................... $11,045 $11,348 $2,888 $1,023
Ratio of Expenses to Average Net
Assets.......................... 1.25%** 1.25% 1.26% 1.38%**
Ratio of Net Investment Income to
Average Net Assets.............. 0.56%** 0.74% 1.07% 1.06%**
Portfolio Turnover Rate.......... 22% 52% 27% 17%
Ratio of Voluntarily Waived Fees
and Expenses Assumed by
Affiliates to Average Net
Assets.......................... 0.99%** 1.52% 5.38% 12.48%**
Ratio of Expenses to Average Net
Assets Including Expense
Offsets......................... 1.25%** 1.25% 1.25% 1.25%**
</TABLE>
*Commencement of Operations
**Annualized
***Not Annualized
+ Total return would have been lower had certain fees not been waived and
expenses assumed by Affiliates during the periods indicated.
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
UAM Funds Trust and UAM Funds, Inc. (collectively the "UAM Funds") are reg-
istered under the Investment Company Act of 1940, as amended. The TJ Core Eq-
uity Portfolio (the "Portfolio"), a portfolio of UAM Funds Trust, is a diver-
sified, open-end management investment company. At October 31, 1998, the UAM
Funds were composed of forty-six active portfolios. The financial statements
of the remaining portfolios are presented separately. The objective of the TJ
Core Equity Portfolio is to provide maximum total return consistent with rea-
sonable risk to principal by investing in the common stock of quality compa-
nies with lower valuations in sectors of the economy exhibiting strong, or im-
proving relative performance.
A. SIGNIFICANT ACCOUNTING POLICIES: The following significant accounting
policies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may require
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results may differ from
those estimates.
1. SECURITY VALUATION: Investments for which market quotations are read-
ily available are stated at market value, which is determined using the
last reported sale price from the exchange where the security is primarily
traded. If no sales are reported, as in the case of some securities traded
over-the-counter, the market value is determined using the last reported
bid price. Short-term investments that have remaining maturities of sixty
days or less at time of purchase are valued at amortized cost, if it ap-
proximates market value. The value of other assets and securities for
which no quotations are readily available are stated at fair value follow-
ing procedures approved by the Trustees.
2. FEDERAL INCOME TAXES: It is the Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provi-
sion for Federal income taxes is required in the financial statements.
3. REPURCHASE AGREEMENTS: In connection with transactions involving re-
purchase agreements, the Portfolio's custodian bank takes possession of
the underlying securities ("collateral"), the value of which exceeds the
principal amount of the repurchase transaction, including accrued inter-
est. To the extent that any repurchase transaction exceeds one business
day, the value of the collateral is monitored on a daily basis to deter-
mine the adequacy of the collateral. In the event of default on the obli-
gation to repurchase, the Portfolio
11
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
has the right to liquidate the collateral and apply the proceeds in satis-
faction of the obligation. In the event of default or bankruptcy by the
counterparty to the agreement, realization and/or retention of the collat-
eral or proceeds may be subject to legal proceedings.
Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the UAM Funds may transfer their daily uninvested cash bal-
ances into a joint trading account which invests in one or more repurchase
agreement. This joint repurchase agreement is covered by the same collat-
eral requirements as discussed above.
4. DISTRIBUTIONS TO SHAREHOLDERS: The Portfolio will normally distribute
substantially all of its net investment income quarterly. Any realized net
capital gains will be distributed annually. All distributions are recorded
on ex-dividend date.
The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations
which may differ from generally accepted accounting principles. These dif-
ferences are primarily due to differing book and tax treatments in the
timing of the recognition of gains or losses on investments.
Permanent book and tax basis differences relating to shareholder distri-
butions may result in reclassifications to undistributed net investment
income (loss), accumulated net realized gain (loss) and paid in capital.
Permanent book-tax differences, if any, are not included in ending un-
distributed net investment income (loss) for the purpose of calculating
net investment income (loss) per share in the financial highlights.
5. OTHER: Security transactions are accounted for on trade date, the
date the trade was executed. Costs used in determining realized gains and
losses on the sale of investment securities are based on the specific
identification method. Dividend income is recorded on the ex-dividend
date. Interest income is recognized on the accrual basis. Most expenses of
the UAM Funds can be directly attributed to a particular portfolio. Ex-
penses which cannot be directly attributed are apportioned among the port-
folios of the UAM Funds based on their relative net assets. Custodian fees
for the Portfolio are shown gross of expense offsets, if any, for custo-
dian balance credits.
B. ADVISORY SERVICES: Under the terms of an investment advisory agreement,
Tom Johnson Investment Management, Inc. (the "Adviser"), a wholly-owned sub-
sidiary of United Asset Management Corporation ("UAM"), provides investment
advisory services to the Portfolio at a monthly fee calculated at an annual
rate of 0.75% of average daily net assets for the month. Through January 1,
12
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
2000, the Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses, if necessary, in order to keep the Portfolio's
total annual operating expenses, after the effect of expense offset arrange-
ments, from exceeding 1.25% of average daily net assets.
C. ADMINISTRATIVE SERVICES: UAM Funds Services, Inc. (the "Administrator"),
a wholly-owned subsidiary of UAM, provides and oversees administrative, fund
accounting, dividend disbursing, shareholder servicing and transfer agent
services to the UAM Funds under a Fund Administration Agreement (the "Agree-
ment"). The Administrator has entered into a Mutual Funds Service Agreement
(the "Mutual Funds Service Agreement") with Chase Global Funds Services Com-
pany ("CGFSC"), a corporate affiliate of The Chase Manhattan Bank, under which
CGFSC provides certain services including, but not limited to, administrative,
fund accounting, dividend disbursing, shareholder servicing and transfer agent
services.
Pursuant to the Agreement, the Portfolio pays the Administrator a two part
monthly fee:
--a Portfolio-specific monthly fee of 0.06% per annum of the average daily
net assets of the Portfolio which is retained by the Administrator.
--a sub-administration fee (the "Sub-Administration Fee") which the
Administrator in turn pays to CGFSC on a monthly basis, calculated as
0.19% of the first $200 million of the combined aggregate net assets of
the UAM Funds; plus 0.11% of the next $800 million of the combined
aggregate net assets of the UAM Funds; plus 0.07% of the next $2 billion
of the combined aggregate net assets of the UAM Funds; plus 0.05% of the
combined aggregate net assets of the UAM Funds in excess of $3 billion.
The Sub-Administration Fee is allocated among the portfolios of the UAM
Funds on the basis of their relative net assets and is subject to a
graduated minimum fee schedule per portfolio which rises from $2,000 per
month, upon inception of a portfolio, to $70,000 annually after two
years. For portfolios with more than one class of shares, the minimum
annual fee increases to $90,000 over the same period.
Effective October 23, 1998, the Mutual Funds Service Agreement with CGFSC
was revised to exclude dividend disbursing, shareholder servicing and transfer
agent services. Pursuant to the revised Mutual Funds Service Agreement, the
Sub-Administration Fee paid by the Portfolio to the Administrator and in turn
paid to CGFSC is calculated as a base fee per Portfolio of $52,500 annually
plus $7,500 annually for each additional class of shares; plus 0.039% of the
net assets of the Portfolio. Certain portfolios which commenced operations af-
ter October 1,
13
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
1997 have a base fee of $39,500 for a period of twelve months, which increases
to $52,500 annually once the twelve months have expired.
For six months ended October 31, 1998, UAM Funds Services, Inc. earned
$42,891 from the Portfolio as Administrator of which $38,240 was paid to CGFSC
for its services as Sub-Administrator.
Also, effective October 23, 1998, dividend disbursing and transfer agent
services were sub-contracted to DST Systems, Inc. and shareholder servicing
has been sub-contracted to UAM Shareholder Service Center, Inc., an affiliate
of UAM. The portfolios pay dividend disbursing, transfer agent and shareholder
servicing fees to the Administrator who in turn pays them to DST Systems, Inc.
and UAM Shareholder Services Center, Inc., as appropriate. For the six months
ended October 31, 1998, the Portfolio incurred $133 in shareholder servicing
fees with UAM Shareholder Service Center, Inc. This fee is based on the number
of classes of shares and shareholder accounts.
D. CUSTODIAN: The Chase Manhattan Bank is custodian for the Portfolio's as-
sets and the assets are held in accordance with the custodian agreement.
E. DISTRIBUTION SERVICES: UAM Fund Distributors, Inc. (the "Distributor"), a
wholly-owned subsidiary of UAM, distributes the shares of the Portfolio. The
Porfolio has adopted Distribution and Service Plans (the "Plans") pursuant to
Rule 12b-1 under the Investment Company Act of 1940. Under the Plans, the
Portfolio may not incur distribution and service fees which exceed an annual
rate of 0.75% of the Portfolio's net assets, however, the Board has currently
limited aggregate payments under the Plans to 0.50% per annum of the Portfo-
lio's net assets. The Portfolio is not currently making payments for distribu-
tion fees, however the Portfolio does pay service fees at an annual rate of
0.25% of the average daily value of shares owned by clients of the Service
Agents.
F. ACCOUNT SERVICES: The UAM Funds entered into an Account Services Agree-
ment (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 partic-
ipants in a self-directed, defined contribution plan, and for whom the Service
Provider provides participant record keeping. Pursuant to the Services Agree-
ment, 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 UAM Funds in the accounts for which they provide
services. The Service Provider has voluntarily agreed to waive its fees in or-
der to keep the Portfolio's total annual operating expenses from exceeding
1.25% of average daily net assets.
14
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
G. TRUSTEES' FEES: Each Trustee, who is not an officer or affiliated person,
receives $2,000 per meeting attended plus reimbursement of expenses incurred
in attending Trustee meetings, which is allocated proportionally among the ac-
tive portfolios of UAM Funds, plus a quarterly retainer of $150 for each ac-
tive portfolio of the UAM Funds.
H. PURCHASES AND SALES: For the six months ended October 31, 1998, the Port-
folio made purchases of $2,340,372 and sales of $3,519,258 of investment secu-
rities other than long-term U.S. Government and short-term securities. There
were no purchases or sales of long-term U.S. Government securities.
I. LINE OF CREDIT: The Portfolio, along with certain other portfolios of UAM
Funds, collectively entered into an agreement which enables them to partici-
pate in a $100 million unsecured line of credit with several banks. Borrowings
will be made solely to temporarily finance the repurchase of Capital shares.
Interest is charged to each participating portfolio based on its borrowings at
a rate per annum equal to the Federal Funds rate plus 0.50%. In addition, a
commitment fee of 0.08% per annum, payable at the end of each calendar quarter
is accrued by each participating portfolio based on its average daily unused
portion of the line of credit. During the six months ended October 31, 1998,
the Portfolio had no borrowings under the agreement.
J. OTHER: At October 31, 1998, 57% of total shares outstanding were held by
2 record shareholders each owning more than 10% or greater of the aggregate
total shares outstanding.
K. SUBSEQUENT EVENTS: UAM Retirement Plan Services, Inc. will no longer pro-
vide services pursuant to the Account Services Agreement, effective at the
close of business December 31, 1998.
15
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
OFFICERS AND TRUSTEES
Norton H. Reamer William H. Park
Trustee, President and Chairman Vice President
John T. Bennett, Jr. Michael E. DeFao
Trustee Secretary
Nancy J. Dunn Gary L. French
Trustee Treasurer
Philip D. English Robert R. Flaherty
Trustee Assistant Treasurer
William A. Humenuk Michael J. Leary
Trustee Assistant Treasurer
Peter M. Whitman, Jr. Michelle Azrialy
Trustee Assistant Secretary
- --------------------------------------------------------------------------------
UAM FUNDS
P.O. Box 419081
Kansas City, MO 64141-6081
(toll free)
1-877-UAM-LINK (826-5465)
INVESTMENT ADVISER
Tom Johnson Investment Management, Inc.
211 North Robinson, Suite 450
Oklahoma City, OK 73102
DISTRIBUTOR
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
This report has been prepared for
shareholders and may be distributed
to others only if preceded or
accompanied by a current prospectus.
