<PAGE>
UAM Funds
Funds for the Informed Investors(SM)
April 30, 1999
Hanson Equity Portfolio
Annual Report
[LOGO OF UAM APPEARS HERE]
<PAGE>
UAM FUNDS HANSON EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Shareholders' Letter........................................................ 1
Portfolio of Investments.................................................... 6
Statement of Assets and Liabilities......................................... 9
Statement of Operations..................................................... 10
Statement of Changes in Net Assets.......................................... 11
Financial Highlights........................................................ 12
Notes to Financial Statements............................................... 13
Report of Independent Accountants........................................... 18
</TABLE>
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<PAGE>
UAM FUNDS HANSON EQUITY PORTFOLIO
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May 1999
Dear Shareholders:
It is our pleasure to present to you the Annual Shareholder Report for the
Hanson Equity Portfolio (the "Portfolio"). The Portfolio was launched on Octo-
ber 3, 1997, and had a net asset value of $30.4 million at April 30, 1999.
Performance Results and Overview
The Portfolio posted a 10.1% return for the fourth quarter and a 16.5% return
for the 12-month period ending April 30, 1999. The quarterly performance was
more than double that of the S&P 500 Index's 4.7%, while the annual return did
lag the S&P's 21.8%. The Portfolio's performance since inception is 32.6% com-
pared to 41.6% for the S&P 500.
The equity market correction that began in the summer of 1998 and culminated
in early October provided the Portfolio with an opportunity to improve upon
its relative performance. Investments in technology and communications compa-
nies allowed the Portfolio to participate in the ensuing rally and actually
outperform during the remainder of 1998. The dramatic decline in oil prices
reached its nadir in December 1998 and the recovery this spring following
OPEC's latest round of voluntary production cuts led to a substantial rebound
in the returns of the Portfolio's energy-related companies. Finally, continued
strength in the U.S. economy coupled with an improved outlook for interna-
tional demand led to a resurgence in cyclical issues, which again benefited
the Portfolio. In the six months from October 30, 1998, the Portfolio has
outperformed the S&P 500 by nearly 350 basis points and is well positioned to
maintain this comparative advantage.
Sectors that contributed to the Portfolio's strong relative performance in-
cluded communications, technology, and financials. The telecommunications in-
dustry continues to experience tremendous growth in providing new services and
building the infrastructure to meet the demands for the next generation of
voice, data and video communications. The technology sector is a mainstay for
future growth, as its companies provide the products and services that improve
productivity, lower costs and generate high returns on invested capital for
its users. The Portfolio has recently focused on adding technology companies
that provide services capabilities to allow the most efficient distribution
and utilization of the complex products and systems demanded by their custom-
ers. The financial services industry has benefited from the Federal Reserve's
decrease in interest rates last fall and the slowly improving global demand
for financial services. All these sectors have witnessed tremendous consolida-
tion that has driven up asset prices even higher.
1
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UAM FUNDS HANSON EQUITY PORTFOLIO
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Strategy and Investment Style
Hanson Investment Management's investment philosophy consists of investing in
a concentrated portfolio of approximately 35 industry leading companies with
proven management teams that are focused on highly profitable growth. These
companies have above average earnings and dividend growth rates and possess
superior financial strength (as measured by solid balance sheets). Most impor-
tantly, Hanson purchases these companies only when valuations place them
amongst the cheapest of their peers by virtue of low relative price-to-earn-
ings or price-to-cash-flow ratios. Hanson's investment style can best be char-
acterized as value within a large capitalization stock universe. Hanson will
however, invest in companies of smaller capitalization if all other criteria
are met. Hanson Investment Management has employed this investment strategy
continuously over the 25-year history of the firm.
Equity Market Overview and the 1999 Outlook
The Dow 10,000 milestone was broken in mid-March and crossed 11,000 near the
end of April, driven by the rebound in cyclical stocks. The broader S&P 500
Index was up 9.1% for calendar year-to-date through April 30th, while the
Portfolio was up 12.1% for the same time period. Equity markets generally
outperformed fixed income markets as inflation worries brought on by a strong
economy and rising oil prices worried bond investors and the 30-year Treasury
lost 6.2% in the first quarter of 1999, its worst quarterly performance in
three years.
The economy's momentum continues to be driven by robust consumer spending and
investment, even as inflation remains subdued. Preliminary first quarter 1999
GDP figures showed 4.5% growth with a 1.4% increase in the GDP deflator, a
popular measure for price increases. For the full year 1998, GDP grew at 3.9%,
matching 1997's growth, while the deflator rose only 1.0%, the slowest rise in
nearly 50 years. This non-inflationary growth has allowed the Federal Reserve
to exhibit restraint in adjusting interest rates since November 1998 and has
maintained liquidity in the system. The tight labor market that has repeatedly
been labeled as the potential spoiler through rising wages has yet to make its
presence felt. The most recent Labor Department statistics show the U.S. econ-
omy continues to exhibit strong payroll growth with 234,000 jobs added in
April. However, wage increases were less than expected at 0.2% and were up
only 3.2% from a year ago, the smallest rise in three years. The economic
party has indeed continued to last, entering the ninth year of the longest-
ever peacetime expansion.
Plenty of uncertainties abound that could bring an abrupt ending to this sto-
ry. First, OPEC's announcement to trim production by over 2 million barrels
per day caused
2
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UAM FUNDS HANSON EQUITY PORTFOLIO
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oil prices to skyrocket over 50% from their December lows and rapidly rising
gasoline prices (especially on the West Coast) brought the inflation scare of
rising commodity prices back to the forefront. But OPEC agreements have a poor
history of holding together and compliance by non-OPEC members is by no means
assured. Second, the U.S. manufacturing sector has been showing signs of life
recently, as measured by NAPM (National Association of Purchasing Managers)
figures, and faint signs of life in Asia could spark new demand for exports.
However, it will take more than slightly positive news from the Far East to
make up for the slowdown in Latin America and Europe experienced by domestic
manufacturers in the current quarter. Third, the conflict in Kosovo adds an-
other layer of complexity and uncertainty for the markets to discount.
Finally, the narrowness of the market's advance is particularly troublesome.
The gap in performance between a select group of large-cap growth companies
and the rest of the market is reaching unprecedented levels. Only 17 stocks
contributed to the S&P 500's advance in the first quarter, among them AirTouch
Communications, MCI-WorldCom and Wal-Mart. When breadth becomes so concen-
trated it usually signals danger, as this similar situation preceded last sum-
mer's 20% plunge in the market. But these outperforming companies also have
superior fundamentals and strong earnings growth in industries that have ex-
cellent growth potential.
The current volatile landscape makes thorough research and investment disci-
pline a premium when trying to identify compelling value in the companies that
make up our universe. For example, while the Internet companies continue to
capture the headlines and attention of investors with their astronomical valu-
ations, our focus is on other sectors that have existing, solid fundamentals
but have been glossed over in the current mania. There are numerous companies
in these sectors that represent attractive values for the Portfolio and we
will be diligent in concentrating on only those names that fulfill our invest-
ment criteria. We are confident that our investment philosophy and process
will continue to lead us to companies whose solid performance will provide our
shareholders with excellent long term investment returns, notwithstanding the
current volatility in today's marketplace.
Sincerely,
[Signature Appears Here]
David E. Post
Managing Director, CEO
Hanson Investment Management Company
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UAM FUNDS HANSON EQUITY PORTFOLIO
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The investment results presented in the Adviser's letter represent past perfor-
mance and should not be construed as a guarantee of future results. A Portfo-
lio's performance assumes the reinvestment of all dividends and distributions.
There are no assurances that a Portfolio will meet its stated objectives.
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.
A Portfolio's holdings are subject to change because it is actively managed.
Portfolio changes should not be considered recommendations for action by indi-
vidual investors.
Definition of the Comparative Index
-----------------------------------
S&P 500 Index is an unmanaged index composed of 400 industrial stocks, 40 fi-
nancial stocks, 40 utility stocks and 20 transportation stocks.
The comparative index assumes reinvestment of dividends and, unlike a
Portfolio's returns, does not reflect any fees or expenses. If such fees were
reflected in the comparative index's returns, the performance would have been
lower.
Please note that one cannot invest directly in an unmanaged index.
4
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UAM FUNDS HANSON EQUITY PORTFOLIO
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[GROWTH GRAPH APPEARS HERE]
Growth of a $10,000 Investment
-------------------------------
AVERAGE ANNUAL TOTAL RETURN
FOR PERIOD ENDED APRIL 30, 1999
-------------------------------
1 YEAR SINCE 10/3/97*
-------------------------------
16.52% 19.62%
-------------------------------
[LINE GRAPH APPEARS HERE]
Hanson Equity Portfolio S&P 500 Index
----------------------- -------------
[PLOT POINTS TO COME]
* Beginning of operations.
The investment results represent past performance and should not be construed
as a guarantee of future results. 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.
The comparative index assumes reinvestment of dividends and, unlike the
Portfolio's returns, does not reflect any fees or expenses. If such fees were
reflected in the comparative index's return, the performance would have been
lower.
5
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UAM FUNDS HANSON EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 95.9%
<TABLE>
<CAPTION>
Shares Value+
------ ---------
<S> <C> <C>
AEROSPACE & DEFENSE - 3.5%
AlliedSignal, Inc......................................... 10,700 $ 628,625
Lockheed Martin Corp...................................... 10,000 430,625
---------
1,059,250
---------
AUTOMOTIVE - 2.1%
*Lear Corp. .............................................. 14,100 646,837
---------
BANKS - 7.1%
Citigroup, Inc. .......................................... 16,000 1,204,000
Wells Fargo & Co. ........................................ 22,000 950,125
---------
2,154,125
---------
BEVERAGES, FOOD & TOBACCO - 1.1%
ConAgra, Inc. ............................................ 13,900 345,763
---------
CAPITAL EQUIPMENT - 0.9%
Deere & Co. .............................................. 6,000 258,000
---------
COMMUNICATIONS - 1.8%
SBC Communications, Inc. ................................. 9,500 532,000
---------
COMPUTERS - 9.8%
Compaq Computer Corp...................................... 30,500 680,531
*Computer Sciences Corp................................... 9,500 565,844
Intel Corp. .............................................. 12,400 758,725
International Business Machines Corp. .................... 4,650 972,722
---------
2,977,822
---------
CONSTRUCTION - 1.3%
Clayton Homes, Inc........................................ 36,250 403,281
---------
CONSUMER STAPLES - 4.0%
Colgate-Palmolive Co. .................................... 6,700 686,331
Kimberly-Clark Corp....................................... 8,400 515,025
---------
1,201,356
---------
ELECTRONICS - 4.2%
*Solectron Corp. ......................................... 26,500 1,285,250
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
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UAM FUNDS HANSON EQUITY PORTFOLIO
APRIL 30, 1999
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COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
------ ----------
<S> <C> <C>
ENERGY - 8.6%
Enron Corp............................................... 15,000 $1,128,750
ENSCO International, Inc................................. 43,700 811,181
Transocean Offshore, Inc................................. 23,250 690,235
----------
2,630,166
----------
ENTERTAINMENT & LEISURE - 3.1%
Carnival Corp., Class A.................................. 23,000 948,750
----------
FINANCIAL SERVICES - 4.2%
Fannie Mae............................................... 12,400 879,625
Franklin Resources, Inc.................................. 10,000 400,000
----------
1,279,625
----------
HOME FURNISHINGS & APPLIANCES - 2.5%
Newell Co................................................ 15,800 749,512
----------
INDUSTRIAL - 0.8%
Dover Corp............................................... 6,500 240,094
----------
INSURANCE - 6.7%
AFLAC, Inc. ............................................. 20,300 1,101,275
American International Group, Inc........................ 8,100 951,244
----------
2,052,519
----------
MANUFACTURING - 2.8%
General Electric Co. .................................... 8,000 844,000
----------
OIL AND GAS - 3.0%
BP Amoco plc-ADR......................................... 8,000 905,500
----------
PHARMACEUTICALS - 4.8%
American Home Products Corp. ............................ 9,000 549,000
Johnson & Johnson........................................ 9,500 926,250
----------
1,475,250
----------
RETAIL - 2.6%
Wal-Mart Stores, Inc..................................... 17,000 782,000
----------
SERVICES - 3.9%
Omnicom Group, Inc....................................... 13,000 942,500
Service Corp. International.............................. 12,250 254,187
----------
1,196,687
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
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UAM FUNDS HANSON EQUITY PORTFOLIO
APRIL 30, 1999
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COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
---------- -----------
<S> <C> <C>
SOFTWARE - 1.8%
*Learning Company, Inc................................ 18,000 $ 558,000
-----------
TELECOMMUNICATIONS - 11.1%
*AirTouch Communications, Inc......................... 14,500 1,353,937
*MCI WorldCom, Inc. .................................. 13,000 1,068,438
*Qwest Communications International, Inc.............. 11,300 965,444
-----------
3,387,819
-----------
WASTE DISPOSAL - 4.2%
Waste Management, Inc................................. 22,500 1,271,250
-----------
TOTAL COMMON STOCKS (Cost $21,933,151)........................... 29,184,856
-----------
SHORT-TERM INVESTMENT - 4.3%
<CAPTION>
Face
Amount
----------
<S> <C> <C>
REPURCHASE AGREEMENT
Chase Securities, Inc. 4.87%, dated 04/30/99, due
05/03/99, to be repurchased at $1,321,536,
collaterized by $1,221,651 of various U.S. Treasury
Obligations, 5.50%-7.00%, due 5/15/06-5/15/08, valued
at $1,321,696 (Cost $1,321,000)...................... $1,321,000 1,321,000
-----------
TOTAL INVESTMENTS - 100.2% (Cost $23,254,151)(a)................. 30,505,856
-----------
OTHER ASSETS AND LIABILITIES (NET) - (0.2)%...................... (56,112)
-----------
NET ASSETS - 100%................................................ $30,449,744
===========
</TABLE>
+
See Note A to Financial Statements.
*
Non-Income Producing Security
ADR
American Depositary Receipt
(a)
The cost for federal income tax purposes was $23,254,151. At April 30,
1999, net unrealized appreciation for all securities based on tax cost was
$7,251,705. This consisted of aggregate gross unrealized appreciation for
all securities of $8,630,239 and aggregate gross unrealized depreciation
for all securities of $1,378,534.
The accompanying notes are an integral part of the financial statements.
8
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UAM FUNDS HANSON EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<S> <C>
Assets
Investments, at Cost............................................. $23,254,151
===========
Investments, at Value-Note A..................................... $30,505,856
Cash............................................................. 332
Dividends and Interest Receivable................................ 12,530
Other Assets..................................................... 172
-----------
Total Assets.................................................... 30,518,890
-----------
Liabilities
Payable for Portfolio Shares Redeemed............................ 20,612
Payable for Investment Advisory Fees-Note B...................... 8,923
Payable for Administrative Fees-Note C........................... 7,845
Payable for Custodian Fees-Note D................................ 790
Payable for Trustees' Fees-Note G................................ 692
Other Liabilities................................................ 30,284
-----------
Total Liabilities............................................... 69,146
-----------
Net Assets....................................................... $30,449,744
===========
Net Assets Consist Of:
Paid in Capital.................................................. $23,634,239
Accumulated Net Realized Loss.................................... (436,200)
Unrealized Appreciation.......................................... 7,251,705
-----------
Net Assets....................................................... $30,449,744
===========
Institutional Class Shares
Shares Issued and Outstanding (Unlimited authorization, no par
value).......................................................... 2,308,448
Net Asset Value, Offering and Redemption Price Per Share......... $13.19
======
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
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UAM FUNDS HANSON EQUITY PORTFOLIO
FOR THE YEAR ENDED APRIL 30, 1999
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
<TABLE>
<S> <C>
Investment Income
Dividends................ $ 221,280
Interest................. 29,798
----------
Total Income............ 251,078
----------
Expenses
Investment Advisory Fees-
Note B.................. 171,247
Administrative Fees-Note
C....................... 74,764
Shareholder Servicing
Fees.................... 36,603
Printing Fees............ 21,504
Filing and Registration
Fees.................... 14,515
Legal Fees............... 5,840
Custodian Fees-Note D.... 5,003
Trustees' Fees-Note G.... 2,795
Other Expenses........... 11,055
----------
Net Expenses............ 343,326
----------
Net Investment Loss...... (92,248)
----------
Net Realized Loss on
Investments............. (436,058)
Net Change in Unrealized
Appreciation/Depreciation
of Investments.......... 4,573,262
----------
Net Gain on Investments.. 4,137,204
----------
Net Increase in Net
Assets Resulting From
Operations.............. $4,044,956
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
October 3,
Year Ended 1997* to
April 30, April 30,
1999 1998
----------- -----------
<S> <C> <C>
Increase (Decrease) In Net Assets
Operations:
Net Investment Loss................................. $ (92,248) $ (41,991)
Net Realized Gain/(Loss)............................ (436,058) 166,457
Net Change in Unrealized Appreciation/Depreciation.. 4,573,262 2,678,443
----------- -----------
Net Increase in Net Assets Resulting from
Operations......................................... 4,044,956 2,802,909
----------- -----------
Distributions:
Net Realized Gain................................... (124,608) --
----------- -----------
Capital Share Transactions: (1)
Issued.............................................. 2,752,012 23,828,465
In Lieu of Cash Distributions....................... 124,608 --
Redeemed............................................ (2,037,038) (941,560)
----------- -----------
Net Increase from Capital Share Transactions........ 839,582 22,886,905
----------- -----------
Total Increase...................................... 4,759,930 25,689,814
Net Assets:
Beginning of Period................................. 25,689,814 --
----------- -----------
End of Period....................................... $30,449,744 $25,689,814
=========== ===========
(1) Shares Issued and Redeemed:
Shares Issued....................................... 221,789 2,346,914
In Lieu of Cash Distributions....................... 11,453 --
Shares Redeemed..................................... (182,780) (88,928)
----------- -----------
50,462 2,257,986
=========== ===========
</TABLE>
* Commencement of Operations
The accompanying notes are an integral part of the financial statements.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
<TABLE>
<CAPTION>
Year October 3,
Ended 1997* to
April 30, April 30,
1999 1998
--------- ----------
<S> <C> <C>
Net Asset Value, Beginning of Period.................. $ 11.38 $ 10.00
------- -------
Income From Investment Operations
Net Investment Loss.................................. (0.04) (0.02)
Net Realized and Unrealized Gain on Investments...... 1.91 1.40
------- -------
Total from Investment Operations..................... 1.87 1.38
------- -------
Distributions
Net Realized Gain.................................... (0.06) --
------- -------
Net Asset Value, End of Period........................ $ 13.19 $ 11.38
======= =======
Total Return.......................................... 16.52% 13.80%***
======= =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)................. $30,450 $25,690
Ratio of Expenses to Average Net Assets............... 1.40% 1.56%**
Ratio of Net Investment Loss to Average Net Assets.... (0.38)% (0.35)%**
Portfolio Turnover Rate............................... 28% 11%
Ratio of Expenses to Average Net Assets Including
Expense Offsets...................................... 1.40% 1.56%**
</TABLE>
* Commencement of Operations
** Annualized
*** Not Annualized
The accompanying notes are an integral part of the financial statements.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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NOTES TO FINANCIAL STATEMENTS
UAM Funds Trust and UAM Funds, Inc. (collectively the "UAM Funds") are reg-
istered under the Investment Company Act of 1940, as amended. The Hanson Eq-
uity Portfolio (the "Portfolio"), a portfolio of UAM Funds Trust, is a diver-
sified, open-end management investment company. At April 30, 1999 the UAM
Funds were comprised of 44 active portfolios. The information presented in the
financial statements pertains only to the Portfolio. The objective of the
Portfolio is to achieve maximum long-term total return, consistent with rea-
sonable risk to principal, by investing in a diversified portfolio of equity
securities, primarily the common stock of large, U.S.-based companies with
outstanding financial characteristics and strong growth prospects that can be
purchased at reasonable valuations.
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 sales price from the exchange where the security is primar-
ily traded. If no sales are reported, as in the case of some securities
traded over-the-counter, the market value is determined by using the aver-
age between the last reported bid and last reported offer prices quoted on
such day. 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 is determined in good faith at
fair value using methods determined by the Board of Trustees.
2. Federal Income Taxes: It is the Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no 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
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UAM FUNDS HANSON EQUITY PORTFOLIO
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extent that any repurchase transaction exceeds one business day, the value
of the collateral is monitored on a daily basis to determine the adequacy
of the collateral. In the event of default on the obligation to repur-
chase, the Portfolio has the right to liquidate the collateral and apply
the proceeds in satisfaction of the obligation. In the event of default or
bankruptcy by the counterparty to the agreement, realization and/or reten-
tion of the collateral 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 distribute substan-
tially all of its net investment income quarterly. Any realized net capi-
tal 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.
Permanent book and tax basis differences relating to shareholder distri-
butions resulted in reclassifications of $92,248 to decrease undistributed
net investment loss, and $92,248 to decrease 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 is 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 to a portfolio are apportioned
among the portfolios of the UAM Funds based on their relative net assets.
Custodian fees for the Portfolio are shown gross of expense offsets, if
any, for custodian balance credits.
B. Investment Advisory Services: Under the terms of an investment advisory
agreement, Hanson Investment Management Company (the "Adviser"), a
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UAM FUNDS HANSON EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
subsidiary of United Asset Management Corporation ("UAM"), provides investment
advisory services to the Portfolio at a fee calculated at an annual rate of
0.70% of average daily net assets for the month.
C. Administrative Services: UAM Fund Services, Inc. (the "Administrator"), a
wholly-owned subsidiary of UAM, provides and oversees administrative, fund ac-
counting, dividend disbursing, shareholder servicing and transfer agent serv-
ices to the Portfolio under a Fund Administration Agreement (the "Agreement").
The Administrator has entered into a Mutual Funds Service Agreement with Chase
Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase
Manhattan Bank, under which CGFSC provides certain services including adminis-
trative, 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 0.04% 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 Admin-
istrator in turn pays to CGFSC on a monthly basis. Until October 23,
1998 the sub-administration fee was calculated on the combined aggregate
net assets of the funds administered by UAM at the following rates:
0.19% of the first $200 million; plus 0.11% of the next $800 million;
plus 0.07% of the next $2 billion; plus 0.05% of the combined aggregate
net assets in excess of $3 billion. The Sub-Administration Fee was allo-
cated among the portfolios of the UAM Funds on the basis of their rela-
tive net assets and was subject to a graduated minimum fee schedule per
portfolio, which increased from $2,000 per month, upon inception of a
portfolio, to $70,000 annually after two years.
Effective October 23, 1998, the Mutual Funds Services Agreement with CGFSC
was revised to exclude dividend disbursing, shareholder servicing and trans-
fer agent services. Pursuant to the revised Mutual Funds Service Agreement,
the Sub-Administration Fee paid by the Portfolio to the Administrator and in
turn pay to CGFSC is calculated at the annual rate of no more than $52,500
for the first operational share class plus 0.039% of its pro rata share of
the combined assets of the UAM Funds.
For the year ended April 30, 1999, UAM Fund Services, Inc. earned $74,764
from the Portfolio as Administrator of which $51,233 was paid to CGFSC for its
services.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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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 Portfolio pays dividend disbursing, transfer agent and shareholder servic-
ing fees to the Administrator who in turn pays them to DST Systems, Inc. and
UAM Shareholder Services Center, Inc., as appropriate. For the year ended
April 30, 1999, the Portfolio incurred $4,178 in shareholder servicing fees
with the UAM Shareholder Service Center, Inc. This fee is based on the number
of classes and shareholder accounts.
Effective April 15,1999, in exchange for administrative services, the Port-
folio pays the Administrator an annual base fee, which is retained by the Ad-
ministrator, calculated at the annual rate equal to $14,500 for the first op-
erational share class.
D. Custodian: The Chase Manhattan Bank is custodian for the Portfolio's as-
sets 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
Distributor does not receive any fee or other compensation with respect to the
Portfolio.
F. Account Services: Through January 1, 1999 the UAM Funds had contracted
with UAM Retirement Plan Services, Inc. (the "Service Provider"), a wholly
owned subsidiary of UAM, 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 terms of agreement, the
Service Provider was 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 it provided services. The
agreement was terminated effective January 1, 1999.
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 Trustees meetings, which is allocated proportionally among the
active 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 year ended April 30 1999, the Portfolio made
purchases of $6,981,035 and sales of $6,786,314 of investment securities other
than long-term U.S. Government and short-term securities. There were no pur-
chases or sales of long-term U.S. Government securities.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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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 if each calendar quar-
ter, is accrued by each participating Portfolio based on its average daily un-
used portion of the line of credit. During the year ended April 30, 1999, the
Portfolio had no borrowings under the agreement.
J. Other: At April 30, 1999, 100% of total shares outstanding were held by 1
record shareholder.
At April 30, 1999, the Portfolio had available a capital loss carryover for
Federal Income tax purposes of approximately $436,058 which will expire on
April 30, 2007.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
UAM Funds Trust and Shareholders of
Hanson Equity Portfolio
In our opinion, the accompanying statement of assets and liabilities, includ-
ing the portfolio of investments, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Hanson Equity Portfolio (the
"Portfolio"), a Portfolio of the UAM Funds Trust, at April 30, 1999, and the
results of its operations, the changes in its net assets and the financial
highlights for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of
the Portfolio's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reason-
able assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence support-
ing the amounts and disclosures in the financial statements, assessing the ac-
counting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at April 30, 1999 by corre-
spondence with the custodian, provide a reasonable basis for the opinion ex-
pressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 18, 1999
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UAM FUNDS HANSON EQUITY PORTFOLIO
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Federal Income Tax Information: (Unaudited)
For the period ended April 30, 1999, the percentage of dividends paid from in-
vestment company taxable income that qualify for the 70% dividend received de-
duction for corporate shareholders is 82.75% for the Hanson Equity Portfolio.
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UAM FUNDS HANSON EQUITY PORTFOLIO
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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
James P. Pappas Michelle Azrialy
Trustee Assistant Secretary
Peter M. Whitman, Jr.
Trustee
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UAM Funds
P.O. Box 419081
Kansas City, MO 64141-6081
(toll free)
1-877-UAM-LINK (826-5465)
www.uam.com
Investment Adviser
Hanson Investment Management Company
4000 Civic Center Drive, Suite 200
San Rafael, CA 94903
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.
