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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 /X/
POST-EFFECTIVE AMENDMENT NO. 27 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 28 /X/
UAM FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
c/o UAM Fund Services, Inc.
211 Congress St., 4/th/ Floor
Boston, Massachusetts 02110
Registrant's Telephone Number (617) 542-5440
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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
1345 Chestnut Street
Philadelphia, PA 19107-3469
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE (CHECK APPROPRIATE BOX):
[ ] Immediately upon filing pursuant to Paragraph (b)
[ ] on (date) pursuant to Paragraph (b)
[X] 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
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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PART A
UAM FUNDS TRUST
The following Prospectuses are included in this Post-Effective Amendment No. 27:
. Heitman Real Estate Portfolio Institutional Class Shares
. Heitman Real Estate Portfolio Advisor Class Shares
The following Prospectuses are contained in Post-Effective Amendment No. 25
filed on November 17, 1998:
. Dwight Capital Preservation Portfolio Institutional Class Shares
. Dwight Capital Preservation Portfolio Institutional Service Class Shares
The following Prospectuses are contained in Post-Effective Amendment No. 24
filed July 10, 1998:
. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. FPA Crescent Portfolio Institutional Class Share
. FPA Crescent Portfolio Institutional Service Class Shares
. Hanson Equity 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 Prospectuses are contained in Post-Effective Amendment No. 23
filed July 2, 1998:
. Clipper Focus Portfolio Institutional Class Shares
. Clipper Focus Portfolio Institutional Service Class Shares
The following Prospectus is contained in Post-Effective Amendment No. 22 filed
June 24, 1998:
. PR Mid Cap Growth Portfolio Institutional Class Shares
The following Prospectus is contained in Post-Effective Amendment No. 18 filed
January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
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UAM Funds
Funds for the Informed Investor(SM)
HEITMAN REAL ESTATE PORTFOLIO
Institutional Class Prospectus April __, 1999
UAM
The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Portfolio Summary........................................................... 1
What is the Objective of the Portfolio?.................................. 1
What are the Principal Investment Strategies of the Portfolio?........... 1
What Are The Principal Risks Of The Portfolio?........................... 1
How has the Portfolio Performed?......................................... 2
What are the Portfolio's Fees and Expenses?.............................. 3
Investing With The UAM Funds................................................ 4
Buying Shares............................................................ 4
Redeeming Shares......................................................... 5
Exchanging Shares........................................................ 5
Transaction Policies..................................................... 5
Account Policies............................................................ 8
Small Accounts........................................................... 8
Distributions............................................................ 8
Federal Taxes............................................................ 8
Fund Details................................................................ 10
Principal Investments and Risks of the Portfolio......................... 10
Other Investment Practices and Strategies................................ 11
Year 2000................................................................ 12
Investment Management.................................................... 13
Shareholder Servicing Arrangements....................................... 14
Financial Highlights........................................................ 15
Portfolio Codes............................................................. 16
</TABLE>
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Portfolio Summary
WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
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Heitman Real Estate Portfolio seeks high total return consistent with
reasonable risk by investing primarily in equity securities of public
companies principally engaged in the real estate business. Heitman Real
Estate Portfolio cannot guarantee it will meet its investment objective.
The portfolio may not change its investment objective without shareholder
approval.
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
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The following is a brief description of the principal investment strategies
of Heitman Real Estate Portfolio. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIO."
The portfolio invests primarily in securities of companies engaged in the
real estate business. The investment adviser selects each investment based
up its determination that the anticipated total return of the investment,
considering both income and potential for capital appreciation, is high
relative to the risk assumed.
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
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The following is a summary of the principal risks associated with investing
in the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."
Risks Common to All Mutual Funds
At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:
. The value of the securities it owns changes, sometimes rapidly and
unpredictably.
. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.
. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.
Heitman Real Estate Portfolio
Since the portfolio concentrates its investments in the real estate
industry, developments in this industry will greatly affect the value of
its shares. Therefore, the portfolio may experience greater price changes
than a mutual
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fund that has securities representing a broader range of industries. The
real estate industry is particularly sensitive to:
. Economic factors, such as interest rate changes or market recessions.
. Over-building in one particular area, changes in zoning laws, or
changes in neighborhood values.
. Increases in property taxes.
. Casualty and condemnation losses.
. Regulatory limitations on rents.
Since the portfolio invests mainly in equity securities, its principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular company.
HOW HAS THE PORTFOLIO PERFORMED?
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The bar chart and table below illustrate how the performance of the
portfolio has varied from year to year. The following bar chart shows the
investment returns of the portfolio for each calendar year since its first
full calendar year. The table following the bar chart compares the
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.
___________________________________________________________________________
1990 1991 1992 1993 1994 1995 1996 1997 1998
Highest quarter: ____% (_____).
Lowest quarter: -____% (_________)
Average annual return for periods ended
12/31/98 1 Year 5 Year 10 Years
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Heitman Real Estate Portfolio
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Wilshire Real Estate Securities Index
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S&P 500 Index
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WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
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Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of
the Portfolio)
This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio.
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Management fees
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Other expenses
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Total expenses
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Example
This example can help you to compare the cost of investing in this
portfolio to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in the portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that
you paid the total expenses stated above throughout the period of your
investment.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
===========================================================================
1 Year
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3 Years
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5 Years
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10 Years
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Investing with the UAM Funds
BUYING SHARES
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To open an account To buy more shares
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By Mail Send a check or money Send a check and, if
order and your account possible, the "Invest by
application to the UAM Mail "stub that accompanied
Funds. Make checks your statement to the UAM
payable to "UAM Funds" Funds. Be sure your check
(the UAM Funds will not identifies clearly your
accept third-party checks). name, account number and
the portfolio into which
you want to invest.
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By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire control number and wire
control number and then your money to the UAM
send your completed account Funds.
application to the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
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By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to
(Via ACH) the UAM Funds. To cancel
or change a plan, write to
the UAM Funds. Allow up to
15 days to create the plan
and 3 days to cancel or
change it.
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Minimum $2,500 - regular account $100
Investments $500 - IRAs
$250 - spousal IRAs
UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
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REDEEMING SHARES
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By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
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By You must first establish the telephone redemption
Telephone privilege (and, if desired, the wire redemption privilege)
by completing the appropriate sections of the account
application.
Call 1-877-UAM-Link to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.
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By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM account
Withdrawal to your financial institution.
Plan (Via
ACH) To participate in this service, you must complete the
appropriate sections of the account application and mail
it to the UAM Funds.
EXCHANGING SHARES
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At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, read the prospectus of the UAM Fund for
which you want to exchange, which you may obtain from the UAM Funds. You
may not exchange shares represented by certificates over the telephone. You
may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses).
TRANSACTION POLICIES
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Calculating Your Share Price
You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolio calculates its NAV as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.
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Buying or Selling Shares Through a Financial Intermediary
You may buy, exchange or redeem shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy or
sell shares at the NAV on any given day, your financial intermediary must
receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription and
redemption requests, investment information, documentation and money to the
UAM Funds on time.
Certain financial intermediaries have agreements with the UAM Funds that
allow them to enter confirmed purchase or redemption orders on behalf of
clients and customers. Under this arrangement, the financial intermediary
must send your payment to the UAM Funds by the time they price their shares
on the following day. If your financial intermediary fails to do so, it may
be responsible for any resulting fees or losses.
Calculating NAV
The UAM Funds calculate their NAV by adding the total value of their
assets, subtracting their liabilities and then dividing the result by the
number of shares outstanding. The UAM Funds value their investments with
readily available market quotations at market value. Investments that do
not have readily available market quotations are valued at fair value,
according to guidelines established by the UAM Funds. The UAM Funds may
also value securities at fair value when events occur that make established
valuation methods (such as stock exchange closing prices) unreliable. The
UAM Funds value debt securities that will mature in 60 days or less at
amortized cost, which approximates market value.
In-Kind Transactions
Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a portfolio with securities instead of cash. In addition, the UAM
Funds may pay all or part of your redemption proceeds with securities
instead of cash.
Payment of Redemption Proceeds
The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that
were purchased by check, you will not receive your redemption proceeds
until the check has cleared, which may take up to 15 days. You may avoid
these delays by paying for shares with a certified check, bank check or
money order.
Signature Guarantee
You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered
on the account, or (2) you request a transfer of your shares.
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You may obtain a signature guarantee from most banks, savings institutions,
securities dealers, national securities exchanges, registered securities
associations, clearing agencies and other guarantor institutions. A notary
public cannot guarantee a signature.
Telephone Transactions
The UAM Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; they may be liable for
any losses if they fail to do so. The UAM Funds will not be responsible for
any loss, liability, cost or expense for following instructions received by
telephone that it reasonably believes to be genuine.
Rights Reserved by the UAM Funds
Purchases
At any time and without notice, the UAM Funds may:
. Stop offering shares of a portfolio.
. Reject any purchase order.
. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance
of a portfolio by disrupting its management and by increasing its
expenses.)
Redemptions
The UAM Funds may suspend your right to redeem if:
. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.
. Trading on the NYSE is restricted.
. The SEC tells the UAM Funds to delay redemptions.
At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.
Exchanges
The UAM Funds may:
. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.
. Reject any request for an exchange.
. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
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Account Policies
SMALL ACCOUNTS
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The UAM Funds may redeem your shares without your permission if the value
of your account falls below 50% of the required minimum initial investment,
but not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and
certain other accounts.
DISTRIBUTIONS
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Normally, the portfolio distributes its net investment income quarterly. In
addition, it distributes any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional
shares of the portfolio, unless you elect on your account application to
receive them in cash.
FEDERAL TAXES
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The following is a summary of the federal income tax consequences of
investing in the UAM Funds. You may also have to pay state and local taxes
on your investment. You should always consult your tax advisor for specific
guidance regarding the tax effect of your investment in the UAM Funds.
Taxes on Distributions
The distributions of the portfolio will generally be taxable to
shareholders as ordinary income or capital gains (which may be taxable at
different rates depending on the length of time the portfolio held the
relevant assets). You will be subject to income tax on these distributions
regardless of whether they are paid in cash or reinvested in additional
shares. Once a year UAM Funds will send you a statement showing the types
and total amount of distributions you received during the previous year.
You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In
this case, you would be taxed on the entire amount of the distribution
received, even though, as an economic matter, the distribution simply
constitutes a return of your investment. This is known as "buying into a
dividend"and should be avoided.
Taxes on Exchanges and Redemptions
When you redeem or exchange shares in any portfolio, you may recognize a
gain or loss for income tax purposes. This gain or loss will be based on
the difference between your tax basis in the shares and the amount you
receive for them. (To aid in computing your tax basis, you generally should
retain your account statements for the periods during which you held
shares.) Any loss realized on shares held for six months or less will be
treated as a long-term
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capital loss to the extent of any capital gain dividends that were received
with respect to the shares.
The one major exception to these tax principles is that distributions on,
and sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable, but they may be taxable
at some time in the future.
Backup Withholding
By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
9
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Fund Details
PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
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The following is a brief description of the principal investment strategies
Heitman Real Estate Portfolio may employ in seeking its objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find information on the
portfolio's recent strategies and holdings in its current annual-semiannual
report. The portfolio may change these strategies without shareholder
approval.
The portfolio invests primarily in common stocks of public companies
principally engaged in the real estate industry. The adviser considers a
company "principally engaged" in the real estate industry if it derives at
least 50% of the fair market value of its assets, or at least 50% of its
gross income or net profits, from the ownership, construction, management,
financing or sale of real estate. Normally, the portfolio invests at least
65% of its total assets in these types of securities.
The portfolio may invest up to 35% of its total assets in equity securities
of companies not principally engaged in the real estate business, but will
be engaged in businesses related to real estate, such as the manufacturing
and distribution of building supplies, financial institutions which make or
service mortgages, and companies whose real estate assets are substantial
relative to the companies' stock market valuations, such as retailers,
railroads and paper and forest products companies.
Real Estate Investment Trusts
The portfolio may invest in equity, mortgage and hybrid real estate
investment trusts (REITs). A REIT is a separately managed trust that makes
investments in a various real estate businesses. For example, an equity
REIT may own real estate and pass the income it receives from rents from
the properties, or the capital gain it receives from selling a building, to
its shareholders. A mortgage REIT specializes in lending money to building
developers and passes the interest income it receives from the mortgages to
shareholders. A hybrid REIT combines the characteristics of equity and
mortgage REITs. REITs may invest in real estate such as shopping centers,
office buildings, apartment complexes, hotels and casinos. For more
information concerning risks associated with investing in real estate,
please read the "PORTFOLIO SUMMARY"
The adviser anticipates that under normal circumstances approximately 60%
to 90% of the portfolio's assets may be invested in REITs which, according
to the National Association of Real Estate Investment Trusts, have grown
over five-fold since 1991. The portfolio's investment in REITs may expose
the portfolio to similar risks associated with direct investment in real
estate.
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REITs are more dependent upon specialized management skills, have limited
diversification and are, therefore, generally dependent on their ability to
generate cash flow to make distributions to shareholders. The portfolio
anticipates that approximately 10% to 15% of the REITs held by the
portfolio will have operating histories of less than three years.
Equity Securities
Equity securities represent an ownership interest, or the right to acquire
an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, rights and warrants.
Equity securities may lose value because of factors affecting the
securities markets generally, such as adverse changes in economic
conditions, the general outlook for corporate earnings, interest rates or
investor sentiment. These circumstances may lead to long periods of poor
performance, such as during a "bear market." Equity securities may also
lose value because of factors affecting an entire industry, such as
increases in production costs, or factors directly related to that company,
such as decisions made by its management.
OTHER INVESTMENT PRACTICES AND STRATEGIES
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As described below, the portfolio may invest in short-term securities and
may deviate from its investment strategy from time to time. In addition,
the portfolios may employ investment practices that are not described in
this prospectus, such as repurchase agreements, when-issued and forward
commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.
Short-Term Investing
At times, the adviser may decide to suspend the normal investment
activities of a portfolio by investing up to 100% of its assets in a
variety of securities, such as U.S. government and other high quality and
short-term debt obligations. The adviser may temporarily adopt a defensive
position to reduce changes in the value of a portfolio's shares that may
result from adverse market, economic, political or other developments.
When the adviser pursues a defensive strategy, a portfolio may not profit
from favorable developments that it would have otherwise profited from if
it were pursuing its normal strategies. Likewise, these strategies may
prevent a portfolio from achieving its stated objectives.
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YEAR 2000
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Many computer programs in use today cannot distinguish the year 2000 from
the year 1900 because of the way they encode and calculate dates.
Consequently, these programs may not be able to perform necessary functions
and could disrupt the operations of the UAM Funds or financial markets in
general. The year 2000 issue affects all companies and organizations,
including those that provide services to the UAM Funds and those in which
the UAM Funds invest.
The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for
the year 2000 and expect that their systems will be adapted before that
date. They are also requesting information on each service provider's state
of readiness and contingency plan. However, at this time the degree to
which the year 2000 issue will affect the UAM Funds' investments or
operations cannot be predicted. Any negative consequences could adversely
affect your investment in the UAM Funds.
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INVESTMENT MANAGEMENT
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Investment Adviser
Heitman/PRA Securities Advisors LLC, a Delaware limited liability company
located at 180 LaSalle Street, Suite 3600, Chicago, Illinios, 60601, is the
investment adviser to the portfolio. The adviser manages and supervises the
investment of the portfolio's assets on a discretionary basis. The adviser
is a wholly owned subsidiary of Heitman Financial LLC., an affiliate of
United Asset Management Corporation. The adviser provides investment
management services to corporations, foundations, endowments, pension and
profit sharing plans, trusts, estates and other institutions as well as
individuals.
During the fiscal year ended December 31, 1998, the portfolio paid the
adviser 0.__% of its average net assets in management fees.
Portfolio Managers
A team of investment professionals is primarily responsible for the day-to-
day management of the portfolio. Listed below are the investment
professionals of the adviser that comprise the team and a description of
their business experience during the past five years.
Name & Title Experience
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Dean A. Sotter Mr. Sotter is President of the adviser with
President overall responsibility for portfolio management
and marketing. Prior to joining the adviser, Mr.
Sotter was a Partner of PRA Securities Advisors,
L.P. He was a Portfolio Manager and Vice President
of JMB Institutional Realty Corporation from 1985-
1992, where his responsibilities included property
level analysis, budgeting and valuation as well as
financial reporting and client communications.
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Timothy J. Pire Mr. Pire is Vice President of the adviser with
responsibility for portfolio management, research,
and analysis of publicly traded real estate
securities and implementation of the investment
strategy through portfolio management. Prior to
joining the adviser, Mr. Pire served as a Research
Analyst with PRA Securities Advisors, L.P., and he
was an Associate Appraiser with Lyon, Skelte &
Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real
estate and writing full narrative appraisals
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Randall E. Newsome Mr. Newsome is Vice President of the adviser with
responsibility for portfolio management, research,
and analysis of publicly traded real estate
securities and implementation of the investment
strategy through portfolio management. Mr. Newsome
also oversees the adviser's trading positions.
Prior to joining the adviser, Mr. Newsome served
as a Research Analyst with PRA Securities
Advisors, L.P. and he was a Vice President with
The Stratus Corporation in Chicago, Illinois from
1989-1993 where he was responsible for property
management, leasing and construction management.
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SHAREHOLDER SERVICING ARRANGEMENTS
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Shareholder Servicing
Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees
may include transaction fees and/or service fees paid by the UAM Funds from
their assets attributable to the service agent. The UAM Funds do not pay
these fees on shares purchased directly from UAM Fund Distributors. The
service agents may provide shareholder services to their clients that are
not available to a shareholder dealing directly with the UAM Funds. Each
service agent is responsible for transmitting to its clients a schedule of
any such fees and information regarding any additional or different
purchase or redemption conditions. You should consult your service agent
for information regarding these fees and conditions.
The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolio.
The UAM Funds also offer Institutional Service Class shares, which pay
marketing or shareholder servicing fees, and Adviser Class shares, which
impose a sales load and fees for marketing and shareholder servicing, for
certain of its portfolios. Not all of the UAM Funds offer all of these
classes.
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Financial Highlights
The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The
financial highlights table comes from the financial statements of the
portfolio and reflects the financial results for a single portfolio,
institutional class share. The total returns in the table represent the
rate that an investor would have earned on an investment in the portfolio
(assuming reinvestment of all dividends and distributions). _____ has
audited the financial statements of the portfolio. The financial statements
and the unqualified opinion of _____ are included in the annual report of
the portfolio, which is available upon request.
Fiscal Year Ended December 31,
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Net Asset Value, Beginning of Year
---------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income
Net Gains or losses on Securities
(Realized and Unrealized)
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Total From Investment Operations
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Less Distributions
Net Investment Income
Capital Gains
---------------------------------------------------------------------------
Total Distributions
---------------------------------------------------------------------------
Capital Contribution
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Net Asset Value, End of Year
===========================================================================
Total Return+
===========================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands)
---------------------------------------------------------------------------
Ratio of Expenses to Average
Net Assets
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Ratio of Net Investment Income to
Average Net Assets
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Portfolio Turnover Rate
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Ratio of Expenses to Average Net
Assets Including Expense Offsets
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PORTFOLIO CODES
The reference information below will be helpful to you when you contact the
UAM Funds by phone or through the internet to purchase or exchange shares
of a UAM Fund, check daily NAVs or get additional information.
Trading CUSIP Portfolio
Symbol Number Number
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Heitman Real Estate Portfolio N/A
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HEITMAN REAL ESTATE PORTFOLIO
For investors who want more information about Heitman Real Estate
Portfolio, the following documents are available upon request.
ANNUAL/SEMI-ANNUAL REPORTS
The annual and semi-annual reports of Heitman Real Estate Portfolio provide
additional information about their investments. In the annual report, you
will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of Heitman Real
Estate Portfolio during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION
The SAI contains additional detailed information about Heitman Real Estate
Portfolio and is incorporated by reference into (legally part of) this
prospectus.
HOW TO GET MORE INFORMATION
Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries from the
following sources.
FROM THE UAM FUNDS FROM THE SEC
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By Mail UAM Funds Securities and Exchange
PO Box 419081 Commission
Kansas City, MO 64141-6081 Public Reference Section
Washington D.C. 20549-6009
(a duplication fee is
charged)
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By Phone (toll free) 1-877-UAM-LINK 1-800-SEC-0330
(826-5465)
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Internet www.uam.com* www.sec.gov *
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* These web sites are not part of this prospectus.
The portfolio's Investment Company Act of 1940 file is 811-8544
UAM
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UAM Funds
Funds for the Informed Investorsm
HEITMAN REAL ESTATE PORTFOLIO
Advisor Class Prospectus April __, 1999
UAM
The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
PORTFOLIO SUMMARY...................................................... 1
What is the Objective of the Portfolio?............................... 1
What are the Principal Investment Strategies of the Portfolio?........ 1
What are the Principal Risks of the Portfolio?........................ 1
How has the Portfolio Performed?...................................... 2
What are the Portfolio's Fees and Expenses?........................... 3
INVESTING WITH THE UAM FUNDS........................................... 4
Buying Shares......................................................... 4
Redeeming Shares...................................................... 5
Exchanging Shares..................................................... 5
Transaction Policies.................................................. 5
ACCOUNT POLICIES....................................................... 9
Small Accounts........................................................ 9
Distributions......................................................... 9
Federal Taxes......................................................... 9
FUND DETAILS........................................................... 11
Principal Investments and Risks of the Portfolio...................... 11
Other Investment Practices and Strategies............................. 12
Year 2000............................................................. 13
Investment Management................................................. 13
Shareholder Servicing Arrangements.................................... 14
FINANCIAL HIGHLIGHTS................................................... 16
PORTFOLIO CODES........................................................ 17
</TABLE>
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PORTFOLIO SUMMARY
WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
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Heitman Real Estate Portfolio seeks high total return consistent with
reasonable risk by investing primarily in equity securities of public
companies principally engaged in the real estate business. Heitman Real Estate
Portfolio cannot guarantee it will meet its investment objective. The
portfolio may not change its investment objective without shareholder
approval.
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
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The following is a brief description of the principal investment strategies
of Heitman Real Estate Portfolio. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIO."
The portfolio invests primarily in securities of companies engaged in the real
estate business. The investment adviser selects each investment based up its
determination that the anticipated total return of the investment, considering
both income and potential for capital appreciation, is high relative to the
risk assumed.
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
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The following is a summary of the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIO."
RISKS COMMON TO ALL MUTUAL FUNDS
At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:
. The value of the securities it owns changes, sometimes rapidly and
unpredictably.
. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.
. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.
HEITMAN REAL ESTATE PORTFOLIO
Since the portfolio concentrates its investments in the real estate industry,
developments in this industry will greatly affect the value of its shares.
Therefore, the portfolio may experience greater price changes than a mutual
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fund that has securities representing a broader range of industries. The real
estate industry is particularly sensitive to:
. Economic factors, such as interest rate changes or market recessions.
. Over-building in one particular area, changes in zoning laws, or changes in
neighborhood values.
. Increases in property taxes.
. Casualty and condemnation losses.
. Regulatory limitations on rents.
Since the portfolio invests mainly in equity securities, its principal risks
are those of investing in equity securities, which may include sudden,
unpredictable drops in value or long periods of decline in value. Equity
securities may lose value because of factors affecting the securities markets
generally, an entire industry or a particular company.
HOW HAS THE PORTFOLIO PERFORMED?
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The bar chart and table below illustrate how the performance of the portfolio
has varied from year to year. The following bar chart shows the investment
returns of the portfolio for each calendar year since its first full calendar
year. The table following the bar chart compares the portfolio's average
annual returns for the periods indicated to those of a broad-based securities
market index. Past performance does not guarantee future results.
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1996 1997 1998
Highest quarter: ____% (_____).
Lowest quarter: -____% (_________)
Since
Average annual return for periods ended 12/31/98 1 Year Inception
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Heitman Real Estate Portfolio
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Wilshire Real Estate Securities Index
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S&P 500 Index
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WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
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SHAREHOLDER FEES (FEES THAT ARE DEDUCTED DIRECTLY FROM YOUR INVESTMENT)
This table describes the transaction expenses that are charged directly to
your account.
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Maximum sales charge (load) imposed
on purchases (as a percentage of the 4.75%
offering price)*
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* Long-term shareholders may pay more than the economic equivalents of the
maximum front-end sales charge permitted by rules of the National Association
of Securities Dealers, Inc.
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF
THE PORTFOLIO)
This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio.
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Management fees
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Distribution and Service (12b-1) fees
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Other expenses
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Total expenses
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EXAMPLE
This example can help you to compare the cost of investing in this portfolio
to the cost of investing in other mutual funds. The example assumes you
invest $10,000 in the portfolio for the periods shown and then redeem all of
your shares at the end of those periods. The example also assumes that you
earned a 5% return on your investment each year and that you paid the total
expenses stated above throughout the period of your investment.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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INVESTING WITH THE UAM FUNDS
<TABLE>
<CAPTION>
BUYING SHARES
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TO OPEN AN ACCOUNT TO BUY MORE SHARES
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<S> <C> <C>
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party portfolio into which you want to
checks). invest.
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By Wire Call the UAM Funds for an Call the UAM Funds to get a wire
account number and wire control number and wire your
control number and then money to the UAM Funds.
send your completed
account application to
the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
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By Automatic Not Available To set up a plan, mail a
Investment Plan (Via completed application to the UAM
ACH) Funds. To cancel or change a
plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel or
change it.
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Minimum $5,000 -- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs
</TABLE>
UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
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REDEEMING SHARES
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By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
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By You must first establish the telephone redemption
Telephone privilege (and, if desired, the wire redemption privilege)
by completing the appropriate sections of the account
application.
Call 1-877-UAM-Link to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.
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By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM account
Withdrawal Plan to your financial institution.
(Via ACH)
To participate in this service, you must complete the
appropriate sections of the account application and mail
it to the UAM Funds.
EXCHANGING SHARES
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At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).
TRANSACTION POLICIES
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CALCULATING YOUR SHARE PRICE
You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order, plus any
applicable sales charge. The portfolio calculates its NAV as of the close of
trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern
Time) on each day the NYSE is open. Therefore, to receive the NAV on any
given day, the UAM Funds must accept your order by the close of trading on the
NYSE that day. Otherwise, you will receive the NAV that is calculated on the
close of trading on the following day. The UAM Funds are open for business on
the same days as the NYSE, which is closed on weekends and certain holidays.
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CALCULATING SALES CHARGES
You pay a sales load at the time you purchase your shares. The amount of the
sales load will vary depending on the amount you invest in the portfolio. The
distributor will pay a large portion of the sales charge it receives to the
authorized broker responsible for your purchase. You may calculate your sales
charge using the following table:
<TABLE>
<CAPTION>
As a % of As a % of Your
Your Investment Offering Price Investment
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<S> <C> <C>
Up to $99,999 4.75% 4.99%
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$100,000 to $249,999 4.00 4.17
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$250,000 to $499,999 3.00 3.09
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$500,000 to $999,999 2.00 2.04
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$1,000,000 and over 1.00 1.01
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</TABLE>
You may reduce the sales charge you incur when purchasing shares of the
portfolio as follows:
. You may sign a letter of intent, which lets you purchase shares of the
portfolio over a 13-month period and receive the same sales charge as if
all the shares had been purchased at the same time. However, you must agree
to purchase no less than $100,000 of shares within the 13 month period. See
the statement of additional information (SAI) for more details.
. If you have given discretionary investment authority to certain service
agents or authorized brokers, you may not incur a sales charge. See the SAI
for more details.
BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY
You may buy, exchange or redeem shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy or
sell shares at the NAV on any given day, your financial intermediary must
receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription and
redemption requests, investment information, documentation and money to the
UAM Funds on time.
Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.
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CALCULATING NAV
The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less at amortized cost,
which approximates market value.
IN-KIND TRANSACTIONS
Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a portfolio with securities instead of cash. In addition, the UAM
Funds may pay all or part of your redemption proceeds with securities instead
of cash.
PAYMENT OF REDEMPTION PROCEEDS
The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.
SIGNATURE GUARANTEE
You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.
You may obtain a signature guarantee from most banks, savings institutions,
securities dealers, national securities exchanges, registered securities
associations, clearing agencies and other guarantor institutions. A notary
public cannot guarantee a signature.
TELEPHONE TRANSACTIONS
The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.
RIGHTS RESERVED BY THE UAM FUNDS
PURCHASES
At any time and without notice, the UAM Funds may:
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. Stop offering shares of a portfolio.
. Reject any purchase order.
. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)
REDEMPTIONS
The UAM Funds may suspend your right to redeem if:
. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.
. Trading on the NYSE is restricted.
. The SEC tells the UAM Funds to delay redemptions.
At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.
EXCHANGES
The UAM Funds may:
. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.
. Reject any request for an exchange.
. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
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ACCOUNT POLICIES
SMALL ACCOUNTS
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The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment, but
not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and certain
other accounts.
DISTRIBUTIONS
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Normally, the portfolio distributes its net investment income quarterly. In
addition, it distributes any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional shares
of the portfolio, unless you elect on your account application to receive them
in cash.
FEDERAL TAXES
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The following is a summary of the federal income tax consequences of investing
in the UAM Funds. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.
TAXES ON DISTRIBUTIONS
The distributions of the portfolio will generally be taxable to shareholders
as ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the portfolio held the relevant assets). You
will be subject to income tax on these distributions regardless of whether
they are paid in cash or reinvested in additional shares. Once a year UAM
Funds will send you a statement showing the types and total amount of
distributions you received during the previous year.
You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.
TAXES ON EXCHANGES AND REDEMPTIONS
When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your
account statements for the periods during which you held shares.) Any loss
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realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.
The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.
BACKUP WITHHOLDING
By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.
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FUND DETAILS
PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
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The following is a brief description of the principal investment strategies
Heitman Real Estate Portfolio may employ in seeking its objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the statement
of additional information (SAI). You can find information on the portfolio's
recent strategies and holdings in its current annual-semiannual report. The
portfolio may change these strategies without shareholder approval.
The portfolio invests primarily in common stocks of public companies
principally engaged in the real estate industry. The adviser considers a
company "principally engaged" in the real estate industry if it derives at
least 50% of the fair market value of its assets, or at least 50% of its gross
income or net profits, from the ownership, construction, management, financing
or sale of real estate. Normally, the portfolio invests at least 65% of its
total assets in these types of securities.
The portfolio may invest up to 35% of its total assets in equity securities of
companies not principally engaged in the real estate business, but will be
engaged in businesses related to real estate, such as the manufacturing and
distribution of building supplies, financial institutions which make or
service mortgages, and companies whose real estate assets are substantial
relative to the companies' stock market valuations, such as retailers,
railroads and paper and forest products companies.
REAL ESTATE INVESTMENT TRUSTS
The portfolio may invest in equity, mortgage and hybrid real estate investment
trusts (REITs). A REIT is a separately managed trust that makes investments
in a various real estate businesses. For example, an equity REIT may own real
estate and pass the income it receives from rents from the properties, or the
capital gain it receives from selling a building, to its shareholders. A
mortgage REIT specializes in lending money to building developers and passes
the interest income it receives from the mortgages to shareholders. A hybrid
REIT combines the characteristics of equity and mortgage REITs. REITs may
invest in real estate such as shopping centers, office buildings, apartment
complexes, hotels and casinos. For more information concerning risks
associated with investing in real estate, please read the "PORTFOLIO SUMMARY"
The adviser anticipates that under normal circumstances approximately 60% to
90% of the portfolio's assets may be invested in REITs which, according to the
National Association of Real Estate Investment Trusts, have grown over five-
fold since 1991. The portfolio's investment in REITs may expose the portfolio
to similar risks associated with direct investment in real estate.
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REITs are more dependent upon specialized management skills, have limited
diversification and are, therefore, generally dependent on their ability to
generate cash flow to make distributions to shareholders. The portfolio
anticipates that approximately 10% to 15% of the REITs held by the portfolio
will have operating histories of less than three years.
Equity Securities
Equity securities represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.
Equity securities may lose value because of factors affecting the securities
markets generally, such as adverse changes in economic conditions, the general
outlook for corporate earnings, interest rates or investor sentiment. These
circumstances may lead to long periods of poor performance, such as during a
"bear market." Equity securities may also lose value because of factors
affecting an entire industry, such as increases in production costs, or
factors directly related to that company, such as decisions made by its
management.
OTHER INVESTMENT PRACTICES AND STRATEGIES
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As described below, the portfolio may invest in short-term securities and may
deviate from its investment strategy from time to time. In addition, the
portfolios may employ investment practices that are not described in this
prospectus, such as repurchase agreements, when-issued and forward commitment
transactions, lending of securities, borrowing and other techniques. For more
information concerning the risks associated with these investment practices,
you should read the SAI.
SHORT-TERM INVESTING
At times, the adviser may decide to suspend the normal investment activities
of a portfolio by investing up to 100% of its assets in a variety of
securities, such as U.S. government and other high quality and short-term debt
obligations. The adviser may temporarily adopt a defensive position to reduce
changes in the value of a portfolio's shares that may result from adverse
market, economic, political or other developments.
When the adviser pursues a defensive strategy, a portfolio may not profit from
favorable developments that it would have otherwise profited from if it were
pursuing its normal strategies. Likewise, these strategies may prevent a
portfolio from achieving its stated objectives.
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YEAR 2000
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Many computer programs in use today cannot distinguish the year 2000 from the
year 1900 because of the way they encode and calculate dates. Consequently,
these programs may not be able to perform necessary functions and could
disrupt the operations of the UAM Funds or financial markets in general. The
year 2000 issue affects all companies and organizations, including those that
provide services to the UAM Funds and those in which the UAM Funds invest.
The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for the
year 2000 and expect that their systems will be adapted before that date.
They are also requesting information on each service provider's state of
readiness and contingency plan. However, at this time the degree to which the
year 2000 issue will affect the UAM Funds' investments or operations cannot be
predicted. Any negative consequences could adversely affect your investment in
the UAM Funds.
INVESTMENT MANAGEMENT
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INVESTMENT ADVISER
Heitman/PRA Securities Advisors LLC, a Delaware limited liability company
located at 180 LaSalle Street, Suite 3600, Chicago, Illinios, 60601, is the
investment adviser to the portfolio. The adviser manages and supervises the
investment of the portfolio's assets on a discretionary basis. The adviser is
a wholly owned subsidiary of Heitman Financial LLC., an affiliate of United
Asset Management Corporation. The adviser provides investment management
services to corporations, foundations, endowments, pension and profit sharing
plans, trusts, estates and other institutions as well as individuals.
During the fiscal year ended December 31, 1998, the portfolio paid the adviser
0.__% of its average net assets in management fees.
PORTFOLIO MANAGERS
A team of investment professionals is primarily responsible for the day-to-day
management of the portfolio. Listed below are the investment professionals of
the adviser that comprise the team and a description of their business
experience during the past five years.
Name & Title Experience
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Dean A. Sotter Mr. Sotter is President of the adviser with overall
President responsibility for portfolio management and
marketing. Prior to joining the adviser, Mr. Sotter
was a Partner of PRA Securities Advisors, L.P. He was
a Portfolio Manager and Vice President of JMB
Institutional Realty Corporation from 1985-1992,
where his responsibilities included property level
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Name & Title Experience
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analysis, budgeting and valuation as well as
financial reporting and client communications.
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Timothy J. Pire Mr. Pire is Vice President of the adviser with
responsibility for portfolio management, research,
and analysis of publicly traded real estate
securities and implementation of the investment
strategy through portfolio management. Prior to
joining the adviser, Mr. Pire served as a Research
Analyst with PRA Securities Advisors, L.P., and he
was an Associate Appraiser with Lyon, Skelte & Speirs
in Seattle, Washington from 1990-1992 where he was
involved in valuation of commercial real estate and
writing full narrative appraisals
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Randall E. Newsome Mr. Newsome is Vice President of the adviser with
responsibility for portfolio management, research,
and analysis of publicly traded real estate
securities and implementation of the investment
strategy through portfolio management. Mr. Newsome
also oversees the adviser's trading positions. Prior
to joining the adviser, Mr. Newsome served as a
Research Analyst with PRA Securities Advisors, L.P.
and he was a Vice President with The Stratus
Corporation in Chicago, Illinois from 1989-1993 where
he was responsible for property management, leasing
and construction management.
SHAREHOLDER SERVICING ARRANGEMENTS
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DISTRIBUTION PLANS
The UAM Funds have adopted distribution plans and shareholder services plans
under Rule 12b-1 of the Investment Company Act of 1940 that permit them to pay
broker-dealers, financial institutions and other third parties for marketing,
distribution and shareholder services. The UAM Funds' 12b-1 plans allow the
portfolio to pay up to 1.00% of its average daily net assets annually for
these services. However, the board of the UAM Funds has authorized the
portfolio to pay only 0.25% per year. Because Advisor Class Shares pay these
fees out of their assets on an ongoing basis, over time, your shares may cost
more than if you had paid another type of sales charge. 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.
SHAREHOLDER SERVICING
Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds, which are not
subject to the Fund's Distribution Plan or Shareholder Servicing Plan. These
fees may include transaction fees and/or service fees paid from the assets of
the UAM Funds attributable to the service agent. The UAM Funds do not pay
these fees on shares purchased directly from UAM Fund Distributors. The
service agents may provide shareholder services to their clients that are not
available to a shareholder dealing directly with the UAM Funds. Each service
agent is responsible for transmitting to its clients a schedule of any such
fees and information regarding any additional or different purchase or
redemption
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conditions. You should consult your service agent for information regarding
these fees and conditions.
Anyone entitled to receive compensation for selling or servicing shares of the
UAM Funds may receive different compensation with respect to one particular
class of shares over another.
The adviser may pay its affiliated companies for referring investors to a
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to a portfolio.
The UAM Funds also offer Institutional Class shares, which do not pay
marketing or shareholder servicing fees, and Institutional Service Class
shares, which impose fees for marketing and shareholder servicing, for certain
of its portfolios. Not all of the UAM Funds offer all of these classes.
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FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The financial
highlights table comes from the financial statements of the portfolio and
reflects the financial results for a single portfolio, advisor class share.
The total returns in the table represent the rate that an investor would have
earned on an investment in the portfolio (assuming reinvestment of all
dividends and distributions). _____ has audited the financial statements of
the portfolio. The financial statements and the unqualified opinion of _____
are included in the annual report of the portfolio, which is available upon
request.
Fiscal Year Ended December 31,
------------------------------------------------------------------------------
Net Asset Value, Beginning of Year
------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income
Net Gains or losses on Securities (Realized and
Unrealized)
------------------------------------------------------------------------------
Total From Investment Operations
------------------------------------------------------------------------------
Less Distributions
Net Investment Income
Capital Gains
------------------------------------------------------------------------------
Total Distributions
------------------------------------------------------------------------------
Capital Contribution
------------------------------------------------------------------------------
Net Asset Value, End of Year
------------------------------------------------------------------------------
Total Return+
------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands)
------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets
------------------------------------------------------------------------------
Ratio of Net Investment Income to Average
Net Assets
------------------------------------------------------------------------------
Portfolio Turnover Rate
------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets
Including Expense Offsets
------------------------------------------------------------------------------
16
<PAGE>
Portfolio Codes
The reference information below will be helpful to you when you contact the
UAM Funds by phone or through the internet to purchase or exchange shares
of a UAM Fund, check daily NAVs or get additional information.
Trading CUSIP Portfolio
Symbol Number Number
----------------------------------------------------------------
Heitman Real Estate Portfolio N/A
----------------------------------------------------------------
<PAGE>
HEITMAN REAL ESTATE PORTFOLIO
For investors who want more information about Heitman Real Estate
Portfolio, the following documents are available upon request.
Annual/Semi-Annual Reports
The annual and semi-annual reports of Heitman Real Estate Portfolio provide
additional information about their investments. In the annual report, you
will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of Heitman Real
Estate Portfolio during the last fiscal year.
Statement of Additional Information
The SAI contains additional detailed information about Heitman Real Estate
Portfolio and is incorporated by reference into (legally part of) this
prospectus.
How to Get More Information
Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries from the
following sources.
<TABLE>
<CAPTION>
FROM THE UAM FUNDS FROM THE SEC
----------------------------------------------------------------------------------
<S> <C> <C>
By Mail UAM Funds Securities and Exchange
PO Box 419081 Commission
Kansas City, MO 64141-6081 Public Reference Section
Washington D.C. 20549-6009
(a duplication fee is charged)
----------------------------------------------------------------------------------
By Phone (toll free) 1-877-UAM-LINK 1-800-SEC-0330
(826-5465)
----------------------------------------------------------------------------------
Internet www.uam.com* www.sec.gov *
----------- -----------
</TABLE>
* These web sites are not part of this prospectus.
The portfolio's Investment Company Act of 1940 file is 811-8544
UAM
<PAGE>
PART B
UAM FUNDS TRUST
The following Statement of Additional Information is included in this Post-
Effective Amendment No. 27:
. Heitman Real Estate Portfolio Institutional Class Shares and Advisor Class
Shares
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 25 filed on November 13, 1998:
. Dwight Capital Preservation Portfolio
The following Statements of Additional Information are contained in Post-
Effective Amendment No. 24 filed on July 10, 1998:
. 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 Share and Institutional Service
Class Shares
. Hanson Equity 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 contained in Post-Effective
Amendment No. 23 filed July 2, 1998:
. Clipper Focus Portfolio Institutional Class Shares and Institutional
Service Class Shares
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 22 filed June 24, 1998:
. PR Mid Cap Growth Portfolio Institutional Class Shares
The following Statement of Additional Information is contained in Post-Effective
Amendment No. 18 filed January 23, 1998:
. Cambiar Opportunity Portfolio Institutional Class Shares
-3-
<PAGE>
UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
HEITMAN REAL ESTATE PORTFOLIO
INSTITUTIONAL CLASS SHARES
ADVISOR CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
APRIL __ 1999
This statement of additional information (SAI) is not a prospectus. However, you
should read it in conjunction with the prospectus of The Heitman Real Estate
Portfolio Institutional Class Shares dated April __, 1999, and the prospectus of
The Heitman Real Estate Portfolio Advisor Class Shares dated April __, 1999. You
may obtain a prospectus for the portfolio by contacting the UAM Funds at the
address listed above, at www.uam.com (the website is not part of this SAI).
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
DEFINITIONS......................................................................... 1
THE FUND............................................................................ 1
DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS.......................... 1
Equity Securities.................................................................. 1
Investment Companies............................................................... 2
Repurchase Agreements.............................................................. 2
Restricted Securities.............................................................. 3
Securities Lending................................................................. 3
Short-Term Investments............................................................. 3
When-Issued, Forward Commitment and Delayed Delivery Transactions.................. 5
Investment Policies................................................................. 6
Fundamental Investment Policies.................................................... 6
Non-Fundamental Policies........................................................... 7
MANAGEMENT OF THE FUND.............................................................. 8
CODE OF ETHICS...................................................................... 9
PRINCIPAL HOLDERS OF SECURITIES..................................................... 9
INVESTMENT ADVISORY AND OTHER SERVICES.............................................. 10
Investment Adviser................................................................. 10
Control of Adviser................................................................. 10
Distributor........................................................................ 11
Administrative Services............................................................ 11
Custodian.......................................................................... 13
Independent Public Accountant...................................................... 13
Service And Distribution Plans..................................................... 13
Sales compensation................................................................. 15
BROKERAGE ALLOCATION AND OTHER PRACTICES............................................ 17
Selection of Brokers............................................................... 17
Simultaneous Transactions.......................................................... 17
Brokerage Commissions.............................................................. 17
CAPITAL STOCK AND OTHER SECURITIES.................................................. 18
Description Of Shares And Voting Rights............................................ 18
Dividends and Capital Gains Distributions.......................................... 18
PURCHASE REDEMPTION AND PRICING OF SHARES........................................... 19
Purchase of Shares................................................................. 19
Redemption of Shares............................................................... 19
Exchange Privilege................................................................. 21
Transfer Of Shares................................................................. 21
Valuation of Shares................................................................ 21
PERFORMANCE CALCULATIONS............................................................ 22
Total Return....................................................................... 22
Yield.............................................................................. 23
Comparisons........................................................................ 23
TAXES............................................................................... 23
EXPENSES............................................................................ 24
FINANCIAL STATEMENTS................................................................ 24
</TABLE>
<PAGE>
Definitions
The "Fund" is UAM Funds Trust.
The term "adviser" means Heitman/PRA Securities Advisors, LLC, the Fund's
investment adviser.
UAM is United Asset Management Corporation.
UAMFSI is UAM Fund Services, Inc., the Fund's administrator.
UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.
ACG is ACG Capital Corporation, the Fund's distributor of Advisor Class shares
only.
UAMSSC is UAM Fund Shareholder Servicing Center, the Fund's sub-shareholder-
servicing agent.
CGFSC is Chase Global Funds Service Company, the Fund's sub-administrator.
UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds Trust
II and all of their portfolios.
The terms "the portfolio" is used to refer to Heitman Real Estate Portfolio ,
while " portfolio" or "portfolios" refers to some or all portfolios of the UAM
Funds Complex.
The terms "board" and "governing board" refer to the Fund's Board as a group,
while "board member" refers to a single member of the board.
1940 Act means the Investment Company Act of 1940, as amended.
All other defined terms, which are not otherwise defined in this SAI, have the
same meaning in the SAI as they do in the prospectuses of Heitman Real Estate
Portfolio.
The Fund
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 Fund changed its name
to "UAM Funds Trust" The Fund's principal executive office is located at 211
Congress Street, Boston, MA 02110; however, shareholders should direct all
correspondence to the address listed on the cover of this SAI.
The Fund is an open-end, management investment company under the 1940 Act.
Heitman Real Estate Portfolio is a diversified series of the Fund. This means
that with respect to 75% of its total assets, the portfolio may not invest
more than 5% of its total assets in the securities of any one issuer (except
U.S. government securities). The remaining 25% of its total assets are not
subject to this restriction.
Description of the Portfolio and Its Investments and Risks
EQUITY SECURITIES
- --------------------------------------------------------------------------------
The portfolio may invest in equity securities such as common and preferred
stocks. While investing in stocks allows the portfolio to participate in the
benefits of owning a company, the portfolio must accept the risks of
ownership. Unlike bondholders, who have preference to a company's earnings and
cash flow, preferred stockholders, followed by common stockholders in order of
priority, are entitled only to the residual amount after a company meets its
other obligations. For this reason, the value of a
1
<PAGE>
company's stock will usually react more strongly to actual or perceived
changes in the company's financial condition or prospects than its debt
obligations. Stockholders of a company that fares poorly can lose money.
Preferred stock has a preference over common stock in liquidation (and
generally dividends as well) but is subordinated to the liabilities of the
issuer in all respects. As a general rule, the market values of preferred
stock with a fixed dividend rate and no conversion element varies inversely
with interest rates and perceived credit risk. Because preferred stock is
junior to debt securities and other obligations of the issuer, deterioration
in the credit quality of the issuer will cause greater changes in the value of
a preferred stock than in a more senior debt security with similar stated
yield characteristics. Types of preferred stocks include adjustable-rate
preferred stock, fixed dividend preferred stock, perpetual preferred stock,
and sinking fund preferred stock.
Stock Market Risk
Stock markets tend to move in cycles with short or extended periods of rising
and falling stock prices. The value of a company's stock may fall because of:
. Factors that directly relate to that company, such as decisions made by its
management or lower demand for the company's products or services.
. Factors affecting an entire industry, such as increases in production
costs.
. Changes in financial market conditions that are relatively unrelated to the
company or its industry, such as changes in interest rates, currency
exchange rates or inflation rates.
Rights and Warrants
The portfolio may purchase warrants and rights, which are securities
permitting, but not obligating, their holder to purchase the underlying
securities at a predetermined price. Generally, warrants and stock purchase
rights do not carry with them the right to receive dividends or exercise
voting rights with respect to the underlying securities, and they do not
represent any rights in the assets of the issuer. Therefore, an investment in
warrants and rights may entail greater risk than certain other types of
investments. In addition, the value of warrants and rights does not
necessarily change with the value of the underlying securities, and they cease
to have value if they are not exercised on or prior to their expiration date.
Investment in warrants and rights increases the potential profit or loss to be
realized from the investment of a given amount of the portfolio's assets as
compared with investing the same amount in the underlying stock.
INVESTMENT COMPANIES
- --------------------------------------------------------------------------------
The portfolio may invest up to 10% of its total assets, calculated at the time
of investment, in the securities of other open-ended or closed-end investment
companies. The portfolio may not invest more than 5% of its total assets in
the securities of any one investment company nor may it acquire more than 3%
of the voting securities of any other investment company. The portfolio will
indirectly bear its proportionate share of any management fees paid by an
investment company in which it invests in addition to the management fee paid
by the portfolio.
The Fund has received permission from the SEC to allow each of its portfolios
to invest, for cash management purposes, the greater of 5% of its total assets
or $2.5 million in the UAM DSI Money Market Portfolio, provided that the
investment is consistent with the portfolio's investment policies and
restrictions. Based upon the portfolio's assets invested in the UAM DSI Money
Market Portfolio, the investing portfolio's adviser will waive its investment
advisory and any other fees earned as a result of the portfolio's investment
in the UAM DSI Money Market Portfolio. The investing portfolio will bear
expenses of the UAM DSI Money Market Portfolio on the same basis as all of its
other shareholders.
REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
In a repurchase agreement, the portfolio buys a security for a relatively
short period (usually not more than 7 days) and simultaneously agrees to sell
it back at a specified date and price. The portfolio normally uses repurchase
agreements to earn income on assets that are not invested. The portfolio will
require the counter-party to the agreement to deliver securities serving
2
<PAGE>
as collateral for each repurchase agreement to its custodian either physically
or in book-entry form. The counter party must add to the collateral whenever
the price of the repurchase agreement rises (i.e., the borrower "marks to the
market" on a daily basis).
If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, the portfolio's right to sell the
security may be restricted. In addition, the value of the security might
decline before the portfolio can sell it and the portfolio might incur
expenses in enforcing its rights.
RESTRICTED SECURITIES
- --------------------------------------------------------------------------------
The portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's board, the adviser determines the liquidity of
such investments by considering all relevant factors. Provided that a dealer
or institutional trading market in such securities exists, these restricted
securities are not treated as illiquid securities for purposes of the
portfolio's investment limitations. The price realized from the sales of these
securities could be more or less than those originally paid by the portfolio
or less than what may be considered the fair value of such securities.
SECURITIES LENDING
- --------------------------------------------------------------------------------
To earn additional income, the portfolio may lend up to one-third of its total
assets (including the value of the collateral for the loans) at fair market
value to broker- dealers or other financial institutions. The portfolio may
reinvest any cash collateral in short-term securities and money market funds.
The portfolio will only lend its securities if:
. The borrower provides collateral at least equal to the market value of the
securities loaned.
. The collateral pledged and maintained by the borrower must consist of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U. S. government.
. The borrower adds to the collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily basis).
. The portfolio can terminate the loan at any time; and
. The portfolio receives reasonable interest on the loan (which may include
the portfolio investing any cash collateral in interest bearing short-term
investments).
These risks are similar to the ones involved with repurchase agreements. When
the portfolio lends securities, there is a risk that it will lose money
because the borrower fails to return the securities involved in the
transaction. In addition, the borrower may become financially unable to honor
its contractual obligations, which may delay or prevent the portfolio from
liquidating the collateral.
SHORT-TERM INVESTMENTS
- --------------------------------------------------------------------------------
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.
Debt Securities
Debt securities are used by corporations and governments to borrow money from
investors. Most debt securities promise a variable or fixed rate of return and
repayment of the amount borrowed at maturity. Some debt securities, such as
zero-coupon bonds, do not pay current interest and are purchased at a discount
from their face value. Debt securities may include, among other things, all
types of bills, notes, bonds, mortgage-backed securities or asset-backed
securities.
The total return of a debt instrument is composed of two elements: the
percentage change in the security's price and interest income earned. The
yield to maturity of a debt security estimates its total return only if the
price of the debt security remains unchanged during the holding period and
coupon interest is reinvested at the same yield to maturity. The total return
of a debt instrument, therefore, will be determined not only by how much
interest is earned, but also by how much the price of the security and
interest rates change.
3
<PAGE>
INTEREST RATES
The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will go
down, and vice versa). One can estimate the anticipated change in the price of
a fixed rate security for each 1% shift in interest rates by using a risk
measure known as effective duration. An effective duration of 4 years, for
example, would suggest that for each 1% reduction in interest rates at all
maturity levels, the price of a security is estimated to increase by 4%. An
increase in rates by the same magnitude is estimated to reduce the price of
the security by 4%. By knowing the yield and the effective duration of a debt
security, one can estimate total return based on an expectation of how much
interest rates, in general, will change.
While serving as a good estimator of prospective returns, effective duration
is an imperfect measure. While lower interest rates generally improve the
value of a fixed income portfolio, lower interest rates may also introduce
certain risks which may independently cause the share price of the portfolio
to fall. Lower rates motivate people to pay off mortgage-backed and asset-
backed securities earlier than expected, which introduces reinvestment risk.
Reinvesting portfolio assets at lower rates may reduce the yield of the
portfolio. The unexpected timing of mortgage and asset-backed prepayments
caused by the variations in interest rates may also shorten or lengthen the
average maturity of the portfolio. Neglecting this drift in average maturity
may have the unintended effect of increasing or reducing the effective
duration of the portfolio which may in turn adversely affect the expected
performance of the portfolio.
CREDIT RATING
Coupon interest is offered to investors of fixed income securities as
compensation for assuming risk, although short-term U.S. treasury securities,
such as 3 month treasury bills, are considered "risk free." Corporate
securities offer higher yields than U.S. treasuries because their payment of
interest and complete repayment of principal is less certain. The credit
rating or financial condition of an issuer may affect the value of a debt
security. Generally, the lower the quality rating of a security, the greater
the risks that the issuer will fail to pay interest and return principal. To
compensate investors for taking on increased risk, issuers with lower credit
ratings usually offer their investors a higher "risk premium" in the form of
higher interest rates above comparable U.S. treasuries.
Changes in investor confidence regarding the certainty of interest and
principal payments of a fixed income corporate security will result in an
adjustment to this "risk premium." Since an issuer's outstanding debt carries
a fixed coupon, adjustments to the risk premium must occur in the price, which
effects the yield to maturity of the bond. If an issuer defaults or becomes
unable to honor its financial obligations, the bond may lose some or all of
its value
A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.
Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolios currently use ratings compiled by Standard and Poor's
Ratings Services, Duff & Phelps Rating Co., Fitch IBCA, Inc. and, Moody's
Investor Services. Credit ratings are only an agency's opinion, not an
absolute standard of quality, and they do not reflect an evaluation of market
risk. Appendix A contains further information concerning the ratings of
certain rating agencies and their significance.
The adviser may use ratings produced by ratings agencies as guidelines to
determine the rating of a security at the time the portfolio buys it. A rating
agency may change its credit ratings at any time. The adviser monitors the
rating of the security and will take appropriate actions if a rating agency
reduces the security's rating. The portfolio is not obligated to dispose of
securities whose issuers subsequently are in default or which are downgraded
below the above-stated ratings
Bank Obligations
The portfolio will only invest in a security issued by a commercial bank if
the bank:
. Has total assets of at least $1 billion, or the equivalent in other
currencies;
. Is a U.S. bank and a member of the Federal Deposit Insurance Corporation;
and
4
<PAGE>
. Is a foreign branch of a U.S. bank and the Adviser believes the security is
of an investment quality comparable with other debt securities that the
portfolio may purchase.
Time Deposits
Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term with
the understanding that the depositor can withdraw its money only by giving
notice to the institution. However, there may be early withdrawal penalties
depending upon market conditions and the remaining maturity of the obligation.
The portfolio may only purchase time deposits maturing from two business days
through seven calendar days.
Certificates of Deposit
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a definite
period of time and earning a specified return.
Banker's Acceptance
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).
Commercial Paper
Commercial paper constitutes short-term obligations with maturities ranging
from 2 to 270 days issued by banks, corporations and other borrowers. Such
investments are unsecured and usually discounted. The portfolio may invest in
commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or,
if not rated, issued by a corporation having an outstanding unsecured debt
issue rated A or better by Moody's or by S&P. See Appendix A for a description
of commercial paper ratings.
U.S. Government Securities
The portfolio may buy debt securities that are issued or guaranteed by the
U.S. Treasury or by an agency or instrumentality of the U.S. government. Some
U.S. government securities, such as Treasury bills, notes and bonds are
supported by the full faith and credit of the U.S. government. Others,
however, are supported only by the right of the instrumentality to borrow from
the U.S. government.
While U.S. government securities are guaranteed as to principal and interest,
their market value is not guaranteed. U.S. government securities are subject
to the same interest rate and credit risks as other fixed income securities.
However, since U.S. government securities are of the highest quality, the
credit risk is minimal. The U.S. government does not guarantee the net asset
value of the assets of the portfolio.
Corporate Debt Securities
The portfolio may buy investment-grade corporate debt securities and notes.
Corporations issue bonds and notes to raise money for working capital or for
capital expenditures such as plant construction, equipment purchases and
expansion. In return for the money loaned to the corporation by investors, the
corporation promises to pay investors interest, and repay the principal amount
of the bond or note.
Like other debt securities, corporate debt securities involve a risk that the
corporate issuer will not make timely payment of either interest or principal,
or may default entirely. In addition, the market price of corporate debt
securities may go down because of changes in interest rates.
WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a market
exists, but which have not been issued. In a forward delivery transaction, the
portfolio contracts to purchase securities for a fixed price at a future date
beyond customary settlement time. "Delayed delivery" refers to securities
transactions on the secondary market where settlement occurs in the future. In
each of these transactions, the parties fix the payment obligation and the
interest rate that they will receive on the
5
<PAGE>
securities at the time the parties enter the commitment; however, they do not
pay money or delivery securities until a later date. Typically, no income
accrues on securities the portfolio has committed to purchase before the
securities are delivered, although the portfolio may earn income on securities
it has in a segregated account. The portfolio will only enter into these types
of transactions with the intention of actually acquiring the securities, but
may sell them before the settlement date.
The portfolio uses when-issued, delayed-delivery and forward delivery
transactions to secure what it considers an advantageous price and yield at
the time of purchase. When the portfolio engages in when-issued, delayed-
delivery and forward delivery transactions, it relies on the other party to
consummate the sale. If the other party fails to complete the sale, the
portfolio may miss the opportunity to obtain the security at a favorable price
or yield.
When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because the portfolio does not pay for the security until the delivery date,
these risks are in addition to the risks associated with its other
investments.
The portfolio will segregate cash and liquid securities equal in value to
commitments for the when-issued, delayed-delivery or forward delivery
transaction. The portfolio will segregate additional liquid assets daily so
that the value of such assets is equal to the amount of its commitments.
Investment Policies
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall (with the exception
of a limitation relating to borrowing) be determined immediately after and as
a result of the portfolio's acquisition of such security or other asset.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with the investment limitations of the
portfolio.
FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------
The following investment limitations are fundamental, which means the
portfolio cannot change them without approval by vote of a majority of the
outstanding voting securities of the portfolio, as defined by the 1940 Act.
The portfolio will not:
. 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.
. Act as a securities underwriter.
. Borrow, 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.
. 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).
6
<PAGE>
. 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 board members, including the
borrower's maintaining collateral equal at all times to the value of the
securities loaned.
. Make investments in real estate (including real estate limited partnership
interests, but excluding readily marketable interest in real estate
investment trusts ("REITs") or readily marketable securities of companies
which invest in real estate) or commodities or commodity contracts,
although the portfolio may purchase securities of issuers which deal in
real estate and may purchase securities which are secured by interests in
real estate, and the portfolio may invest in futures contracts and related
options.
. 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.
. 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.
NON-FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------
In addition to the policies described above, the following limitations are
non-fundamental (i.e., the portfolio may change them without shareholder
approval) policies.
. 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.
. 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.
. 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.
. 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.
. Purchase securities from or sell securities to any of its officers or Board
members, except with respect to its own shares and as is permissible under
applicable statutes, rules and regulations.
. 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.
7
<PAGE>
. 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.
Management Of The Fund
The business of the Fund is managed by its governing board, which, in turn,
elects officers who are responsible for the day-to-day operations of the
Fund and who execute policies formulated by the board. The Fund pays each
board member who is not also an officer or affiliated person (independent
board member) a $150 quarterly retainer fee per active portfolio per
quarter and a $2,000 meeting fee. In addition, each independent board
member is reimbursed for travel and other expenses incurred while attending
board meetings. The $2,000 meeting fee and expense reimbursements are
aggregated for all of the board members and allocated proportionately among
the portfolios of the UAM Funds complex. The Fund does not pay the
remaining board members, each of whom are affiliated with the Fund, for
their services as board members. UAM or its affiliates or CGFSC pay the
Fund's officers.
The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth,
address, principal occupations during the past five years, aggregate
compensation received from the Fund and total compensation received from
the UAM Funds complex. Those people with an asterisk beside their name are
"interested persons" of the Fund as that term is defined in the 1940 Act.
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From UAM
Position Compensation from Funds Complex as
UAM Registrant as of of December 31,
Name, Address, DOB Funds Trust Principal Occupations During the Past 5 years December 31, 1998 1998
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr. Board President of Squam Investment Management
College Road -- RFD 3 Member Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management
1/26/29 Company from 1988 to 1993.
-----------------------------------------------------------------------------------------------------------------------------
Nancy J. Dunn Board Financial Officer of World Wildlife Fund since
10 Garden Street Member 1999. Formerly, Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe
8/14/51 College from 1991 to 1999.
-----------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Board Executive Vice President and Chief
100 King Street West Member Administrative Officer of Philip Services
P.O. Box 2440, LCD-1, Corp.; Director, Hofler Corp.; Formerly, a
Hamilton Ontario, Partner in the Philadelphia office of the law
Canada L8N-4J6 firm Dechert Price & Rhoads.
4/21/42
-----------------------------------------------------------------------------------------------------------------------------
Philip D. English Board President and Chief Executive Officer of
16 West Madison Street Member Broventure Company, Inc.; Chairman of the
Baltimore, MD 21201 Board of Chektec Corporation and Cyber
8/5/48 Scientific, Inc
-----------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Board Vice President of UAM Investment Services, 0 0
211 Congress Street Member Inc. and UAM Trust Company since January 1996;
Boston, MA 02110 Principal of UAM Fund Distributors, Inc. since
2/24/53 December 1995; formerly a Director and Chief
Operating Officer of CS First Boston
Investment Management from 1993-1995.
-----------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer* Board Chairman, Chief Executive Officer and a 0 0
One International Place Member; Director of United Asset Management
Boston, MA 02110 President Corporation; Director, Partner or Trustee of
3/21/35 and each of the Investment Companies of the Eaton
Chairman Vance Group of Mutual Funds.
-----------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Board President and Chief Investment Officer of 0 0
One Financial Center Member Dewey Square Investors Corporation since 1988;
Boston, MA 02111 Director and Chief Executive Officer of H.T.
7/1/43 Investors, Inc., formerly a subsidiary of
Dewey Square.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From UAM
Position Compensation from Funds Complex as
UAM Registrant as of of December 31,
Name, Address, DOB Funds Trust Principal Occupations During the Past 5 years December 31, 1998 1998
=============================================================================================================================
<S> <C> <C> <C> <C>
William H. Park Vice Executive Vice President and Chief Financial 0 0
One International Place President Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47
-----------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI, formerly Vice 0 0
211 Congress Street President of Operations, Development and
Boston, MA 02110 Control of Fidelity Investments in 1995;
7/4/51 Treasurer of the Fidelity Group of Mutual
Funds from 1991 to 1995.
-----------------------------------------------------------------------------------------------------------------------------
Michael E. DeFao Secretary Vice President and General Counsel of UAMFSI 0 0
211 Congress Street and UAMFDI; Associate Attorney of Ropes & Gray
Boston, MA 02110 (a law firm) from 1993 to 1995.
2/28/68
-----------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty Assistant Vice President of UAMFSI; formerly Manager of 0 0
211 Congress Street Treasurer Fund Administration and Compliance of CGFSC
Boston, MA 02110 from 1995 to 1996; Senior Manager of Deloitte
9/18/63 & Touche LLP from 1985 to 1995,
-----------------------------------------------------------------------------------------------------------------------------
Michael J. Leary Assistant Vice President of Chase Global Funds Services 0 0
73 Tremont Street Treasurer Company since 1993. Manager of Audit at Ernst
Boston, MA 02108 & Young from 1988 to 1993.
11/23/65
-----------------------------------------------------------------------------------------------------------------------------
Michelle Azrialy Assistant Assistant Treasurer of Chase Global Funds 0 0
73 Tremont Street Secretary Services Company since 1996. Senior Public
Boston, MA 02108 Accountant with Price Waterhouse LLP from 1991
4/12/69 to 1994.
</TABLE>
Code of Ethics
The Fund has adopted a Code of Ethics that restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.
Principal Holders of Securities
As of ____________, 1999, the members of the governing board and officers
of the Fund as a group owned less than 1% of the Fund's outstanding shares.
As of ____________, 1999, the following persons or organizations held of
record or beneficially 5% or more of the shares of the portfolio:
<TABLE>
<CAPTION>
Name and Address of Shareholder Percentage of Shares Owned Class
=============================================================================================================================
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Any persons or organizations 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) the portfolio. As a result, those persons
or organizations could have the ability to vote a majority of the shares of
the portfolio on any matter requiring the approval of shareholders of the
portfolio.
9
<PAGE>
Investment Advisory and Other Services
INVESTMENT ADVISER
- --------------------------------------------------------------------------------
CONTROL OF ADVISER
The adviser is located at 180 LaSalle Street, Suite 3600, Chicago,
Illinios, 60601. The adviser is a subsidiary of UAM and provided investment
management services to corporations, pension and profit-sharing plans,
401(k) and thrift plans, trusts, estates and other institutions and
individuals.
UAM is 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 affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to
allow them to continue to provide investment management services that are
intended to meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its
own business independently on a day-to-day basis. Investment strategies
employed and securities selected by UAM Affiliated Firms are separately
chosen by each of them. Several UAM Affiliated Firms also act as investment
advisers to separate series or portfolios of the UAM Funds complex.
Investment Advisory Agreement
Service Performed by Adviser
Pursuant to the Investment Advisory Agreement (Advisory Agreement) between
the Fund, on behalf of the portfolio, and the adviser, the adviser has
agreed to:
. Manage the investment and reinvestment of the assets of the
portfolio.
. Continuously review, supervise and administer the investment
program of the portfolio.
. Determine in its discretion the securities the portfolio will buy
or sell and the portion of its assets such portfolio will hold
uninvested.
Limitation of Liability
In the absence of (1) willful misfeasance, bad faith, or gross negligence
of the part of the adviser in the performance of its obligations and duties
under the Advisory Agreement, (2) reckless disregard by the adviser of its
obligations and duties under the Advisory Agreement, or (3) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services, the adviser shall not be subject to any
liability whatsoever to the Fund, for any error of judgment, mistake of law
or any other act or omission in the course of, or connected with, rendering
services under the Advisory Agreement.
Continuing an Advisory Agreement
Unless sooner terminated, an Advisory Agreement shall continue for periods
of one year so long as such continuance is specifically approved at least
annually (a) by a majority of those members of the governing board of the
Fund who are not parties to the Advisory Agreement or interested persons of
any such party and (b) by a majority of the governing board of the Fund or
a majority of the shareholders of the portfolio. An Advisory Agreement may
be terminated at any time by the Fund, without the payment of any penalty,
by vote of a majority of the portfolio's shareholders on 60 days' written
notice to the adviser. The adviser may terminate the Advisory Agreements at
any time, without the payment of any penalty, upon 90 days' written notice
to the Fund. An Advisory Agreement will automatically and immediately
terminate if it is assigned.
10
<PAGE>
Investment Advisory Fee
For its services, the portfolio pays the adviser a fee in monthly
installments at the annual rate of 0.75% of the first $100 million of the
portfolio's average net assets, and 0.65% in excess of $100 million.
Expense Limitation
The adviser may voluntarily agree to limit the expenses of the portfolio.
The adviser may further reduce its compensation to the extent that the
expenses of the portfolio exceed such lower expense limitation as the
adviser may, by notice to the portfolio, declare to be appropriate. The
expenses subject to this limitation are exclusive of brokerage commissions,
interest, taxes, deferred organizational and extraordinary expenses and, if
the Fund has a distribution plan, payments required under such plan. The
prospectus describes the terms of any expense limitation that are in effect
from time to time.
Philosophy and Style
The adviser 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. The adviser'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, The adviser is committed
to a strategy of investing in companies which offer growth at a reasonable
price.
DISTRIBUTORS
- --------------------------------------------------------------------------------
UAMFDI serves as the Fund's distributor. The Fund offers its shares
continuously. While UAMFDI will use its best efforts to sell shares of the
Fund, it is not obligated to sell any particular amount of shares. UAMFDI,
an affiliate of UAM, is located at 211 Congress Street, Boston,
Massachusetts 02110.
UAMFDI receives no compensation for its services as distributor of the
Institutional Class Shares. In order to compensate financial services firms
that sell the portfolio's Advisor Class Shares, any amounts UAMFSI may
receive under the Service and Distribution Plan are passed through in their
entirely to third parties. At the discretion of UAMFDI, the entire sales
charge it receives for distribution of the Advisor Class Shares may at
times be reallowed to authorized dealers responsible for the sale.
ACG provides distribution services to the Fund with respect to Advisor
Class shares. ACG sells Advisor Class Shares as agent for the Fund and has
agreed 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, reports, and any other literature and
advertising necessary to sell shares. ACG is located at 1661 Tice Valley
Boulevard, #200, Walnut Creek, California 94592.
ADMINISTRATIVE SERVICES
- -------------------------------------------------------------------------------
Administrator
Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend
disbursing and transfer agent services for the Fund. UAMFSI, an affiliate
of UAM, has its principal office at 211 Congress Street, Boston,
Massachusetts 02110.
UAMFSI will bear all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be
incurred in the operation of the Fund will be borne by the Fund or other
parties, including
. Taxes, interest, brokerage fees and commissions.
. Salaries and fees of officers and members of the board who are not
officers, directors, shareholders or employees of an affiliate of
UAM, including UAMFSI, UAMFDI or the adviser.
. SEC fees and state Blue-Sky fees.
. EDGAR filing fees.
11
<PAGE>
. 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.
. Any extraordinary expenses and other customary Fund expenses.
Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided the board specifically approves such
continuance at least annually. The Board or UAMFSI may terminate the Fund
Administration Agreement, without penalty, 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. UAMFSI will pay
such person or persons for such employment. The Fund will not incur any
obligations with respect to such persons.
Sub-Administrator
UAMFSI has subcontracted some of the its administrative and fund accounting
services to CGFSC, an affiliate of The Chase Manhattan Bank, under a Mutual
Funds Service Agreement dated October 26, 1998. CGFSC is located at 73
Tremont Street, Boston, Massachusetts 02108.
Sub-Transfer Agent and Sub-Shareholder Servicing Agent
UAMFSI has subcontracted its transfer agent and dividend-disbursing agent
services to DST Systems, Inc. under an Agency Agreement between UAMFSI and
DST Systems Inc. DST Systems, Inc., is located at P.O. Box 419534, Kansas
City, Missouri 64141-6534.
UAMSSC serves as sub-shareholder servicing agent for the Fund under an
agreement between UAMSSC and UAMFSI. The principal place of business of
UAMSSC is 825 Duportail Road, Wayne, Pennsylvania 19087.
Administrative Fees
In exchange for administrative services, the portfolio pays a four-part fee
to UAMFSI as follows:
A. The portfolio specific fee to UAMFSI calculated from the aggregate net
assets of the portfolio at the annual rate of 0.04%.
B. An annual base fee that UAMFSI pays to CGFSC for its sub-administration
and other services calculated at the annual rate of $52,500 for the
first operational class; $7,500 for each additional operational class;
and 0.039% of their pro rata share of the combined assets of the UAM
Funds.
C. An annual base fee that UAMFSI pays to DST Systems, Inc. for its
services as transfer agent and dividend-disbursing agent equal to
$10,500 for the first operational class and $10,500 for each additional
class.
12
<PAGE>
D. An annual base fee that UAMFSI pays to UAMSSC for its services as
sub-shareholder-servicing agent equal to $7,500 for the first
operational class and $2,500 for each additional class.
The portfolio also pays certain account and transaction fees and
out-of-pocket expenses that may be based on the number of open and closed
accounts, the type of account or the services provided to the account.
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 PUBLIC ACCOUNTANT
- -------------------------------------------------------------------------------
_____ LLP, ________ Boston, Massachusetts 02110, serves as independent
accountant for the Fund.
SERVICE AND DISTRIBUTION PLANS
- -------------------------------------------------------------------------------
The Fund has adopted a Distribution Plan and a Shareholder Servicing Plan
(the "Plans") for their Advisor Class Shares pursuant to Rule 12b-1 under
the 1940 Act.
Shareholder Servicing Plan
The Shareholder Servicing Plan (Service Plan) permits the Fund to
compensate broker-dealers or other financial institutions (Service Agents)
that have agreed with UAMFDI to provide administrative support services to
Advisor Class shareholders that are their customers. Under the Service
Plan, Advisor Class Shares may pay service fees at the maximum annual rate
of 0.25% of the average daily net asset value of such shares held by the
Service Agent for the benefit of its customers. The Fund pays these fees
out of the assets allocable to Advisor Class Shares to the Distributors, to
the Service Agent directly or through UAMFDI. 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 Advisor Class Shares as the SEC construes such term under
Rule 12b-1.
Services for which Advisor Class Shares may compensate Service Agents
include:
. Acting as the sole shareholder of record and nominee for
beneficial owners.
. Maintaining account records for such beneficial owners of the Fund's
shares.
. Opening and closing accounts.
. Answering questions and handling correspondence from shareholders about
their accounts.
. Processing shareholder orders to purchase, redeem and exchange shares.
. Handling the transmission of funds representing the purchase price or
redemption proceeds.
. Issuing confirmations for transactions in the Fund's shares by
shareholders.
. Distributing current copies of prospectuses, statements of additional
information and shareholder reports.
. Assisting customers in completing application forms, selecting dividend
and other account options and opening any necessary custody accounts.
. Providing account maintenance and accounting support for all
transactions.
. 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.
Rule 12b-1 Distribution Plan
The Distribution Plan permits the portfolio to pay UAMFDI or others for
certain distribution, promotional and related expenses involved in
marketing its Advisor Class Shares. Under the Distribution Plan, Advisor
Class Shares may pay distribution fees at
13
<PAGE>
the maximum annual rate of 0.50% of the average daily net asset value of
such shares held by the Service Agent for the benefit of its customers.
These expenses include, among other things:
. Advertising the availability of services and products.
. Designing materials to send to customers and developing methods of
making such materials accessible to customers.
. Providing information about the product needs of customers.
. Providing facilities to solicit Fund sales and to answer questions
from prospective and existing investors about the Fund.
. Receiving and answering correspondence from prospective investors,
including requests for sales literature, prospectuses and statements
of additional information.
. Displaying and making available sales literature and prospectuses.
. Acting as liaison between shareholders and the Fund, including
obtaining information from the Fund and providing performance and
other information about the Fund.
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.
Fees Paid under the Service and Distribution Plans
The Plans permit Advisor Class Shares to pay distribution and service fees
at the maximum annual rate of 0.50% of the class' average daily net assets
for the year. The Fund's governing board has limited the amount the Advisor
Class may pay under the Plans to 0.25% of the class' average daily net
assets for the year, and may increase such amount to the plan maximum at
any time.
The Fund will not reimburse UAMFDI or others for distribution expenses
incurred in excess of the amount permitted by the Plans.
Subject to seeking best price and execution, the Fund may buy or sell
portfolio securities through firms that receive payments under the Plans.
UAMFDI, at its own expense, may pay dealers for aid in distribution or for
aid in providing administrative services to shareholders.
Approving, Amending and Terminating the Fund's Distribution Arrangements
Shareholders of the portfolio have approved the Plans. The Plans also were
approved by the governing board of the Fund, including a majority of the
members of the board who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plans
(Plan Members), by votes cast in person at meetings called for the purpose
of voting on these Plans.
Continuing the Plans
The Plans continue in effect from year to year so long as they are approved
annually by a majority of the Fund's board members and its Plan Members. To
continue the Plans, the board must determine whether such continuation is
in the best interest of the Advisor Class shareholders and that there is a
reasonable likelihood of the Plans providing a benefit to the class. The
board has determined that the Fund's distribution arrangements are likely
to benefit the Fund and its shareholders by enhancing the Fund's ability to
efficiently service the accounts of its Advisor Class shareholders.
Amending the Plans
A majority of the Fund's governing board and a majority of its the Plan
Members must approve any material amendment to the Plans. Likewise, any
amendment materially increasing the maximum percentage payable under the
Plans must be approved by a majority of the outstanding voting securities
of the Class, as well as by a majority of the Plan Members.
14
<PAGE>
Terminating the Plans
A majority of the Plan Members or a majority of the outstanding voting
securities of the Class may terminate the Plans at any time without
penalty. In addition, the Plans will terminate automatically upon their
assignment.
Miscellaneous
So long as the Plans are in effect, the non-interested board members will
select and nominate the Plan Members of the Fund.
The Fund and UAMFDI intend to comply with the Conduct Rules of the National
Association of Securities Dealers relating to investment company sales
charges. with these rules.
Pursuant to the Plans, the board 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.
Additional Non-12b-1 Shareholder Servicing Arrangements
In addition to payments by the Fund under the Plans, UAM and any of its
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, the portfolio or any class of
shares of the portfolio. The person making such payments may do so out of
its revenues, its profits or any other source available to it. Such
services arrangements, when in effect, are made generally available to all
qualified service providers. The adviser may also compensate its affiliated
companies for referring investors to the portfolio.
SALES COMPENSATION
- -------------------------------------------------------------------------------
Sales Charges
Shareholders of the portfolio incur a sales charge when they purchase
Advisor Class shares. The amount of the sales charge is contingent upon the
amount of the shareholder's investment, as described in the table below.
The reduced charges are applicable to purchases of at least $100,000. A
group of "related investors" such as immediate family members, may received
the reduced charge.
<TABLE>
<CAPTION>
As a % of
Your Investment Offering Price As a % of Your Investment
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $99,999 4.75% 4.99%
-----------------------------------------------------------------------------------------------
$100,000 to $249,999 4.00 4.17
-----------------------------------------------------------------------------------------------
$250,000 to $499,999 3.00 3.09
-----------------------------------------------------------------------------------------------
$500,000 to $999,999 2.00 2.04
-----------------------------------------------------------------------------------------------
$1,000,000 and over 1.00 1.01
-----------------------------------------------------------------------------------------------
</TABLE>
Letter of Intent
Shareholders may purchase shares of the portfolio at a reduced sales charge
by executing a letter of intent to purchase no less than $100,000 of shares
of the portfolio within a 13-month period. The shareholder will be charged
the sales charge applicable to each purchase made pursuant to a letter of
intent as if the total dollar amount were being bought in a single
transaction. Purchases made within a 90-day period prior to the letter of
intent may be included in the minimum calculation; however, in such case
the date of the earliest of such purchases marks the commencement of the
13-month period.
An shareholder may include toward completion of a letter of intent the
current value of all of the shareholder's shares of the portfolio 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.
15
<PAGE>
A letter of intent does not bind the investor to purchase the specified
amount. Shares equivalent to 2% of the specified amount will, however, be
taken from the initial purchase (or, if necessary, subsequent purchases)
and held in escrow in the investor's account as collateral against the
higher sales charge which would apply if the total purchase is not
completed within the allotted time. The escrowed shares will be released
when the aggregate purchase specified under the Letter of Intent is
completed, or if it is not completed, when the balance of the higher sales
charge is, upon notice, remitted by the investor. All dividends and capital
gains distributions with respect to the escrowed shares will be credited to
the investor's account.
Special Programs
Shareholders may also purchase Advisor Class shares without a sales charge
if they participate in one of the following special programs:
. Purchase shares through a registered investment advisers exercising
discretionary investment authority with respect to the purchase of
portfolio shares
. If they are a Service Agent that charges account management fees.
. If they are a registered representative or employee (and their spouses
and minor children) of any Authorized Broker or Service Agent; trust
departments of financial institutions; other investment companies in
connection with the sale to the portfolio of cash and securities owned
by such other investment companies.
. If they established a separate account maintained by an insurance
company that is exempt from registration under Section 3(c)(11) of the
1940 Act.
. If they are a member of an organization that make recommendations to or
permit group solicitations in connection with the purchase of shares of
the Fund.
. If they maintain an "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,
provided that such purchases are placed through a Service Agent and such
purchases 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
management, 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."
Additional Compensation to Dealers
At the discretion of the Distributor, the entire sales charge it receives
for distribution of the Advisor Class shares may at times be reallowed to
authorized dealers responsible for the sale. When more than 90% 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 may
also, at their own expense, provide additional compensation to dealers in
connection with the sale of shares of the portfolio. This compensation may
only be available to those dealers whose representatives have sold or are
expected to sell significant amounts of shares of the portfolio. This
compensation may include:
. Financial assistance to dealers in connection with conferences, sales
or training programs for their employees.
. Seminars for the public.
. Advertising, sales companies and/or shareholder services and programs
regarding the portfolio.
. Various other dealer-sponsored programs or events.
16
<PAGE>
. Travel expenses, including lodging, incurred in connection with trips
taken by registered representatives and members of their families for
meetings or seminars of a business nature.
Dealers are not permitted to use sales of the portfolio's shares to qualify
for this compensation to the extent prohibited by the laws of any state or
any self-regulatory agency, such as the national Association of Securities
Dealers, Inc., none of this additional compensation is paid for by the
portfolio or its shareholders.
Brokerage Allocation and Other Practices
SELECTION OF BROKERS
- -------------------------------------------------------------------------------
The Advisory Agreement authorizes the adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities
for the portfolio. The Advisory Agreement also directs the adviser to use
its best efforts to obtain the best execution with respect to all
transactions for the portfolio. The adviser may select brokers based on
research, statistical and pricing services they provide to the adviser.
Information and research provided by a broker will be in addition to, and
not instead of, the services the adviser is required to perform under the
Advisory Agreement. In so doing, the portfolio may pay higher commission
rates than the lowest rate available when the adviser believes it is
reasonable to do so in light of the value of the research, statistical, and
pricing services provided by the broker effecting the transaction.
It is not the practice of the Fund to allocate brokerage or effect
principal transactions with dealers based on sales of shares that a
broker-dealer firm makes. However, the Fund may place trades with qualified
broker-dealers who recommend the Fund or who act as agents in the purchase
of Fund shares for their clients.
SIMULTANEOUS TRANSACTIONS
- --------------------------------------------------------------------------------
The adviser makes investment decisions for the portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the
same security for more than one client. The adviser strives to allocate
such transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating
such transactions, the Fund's governing board periodically reviews the
various allocation methods used by the adviser, and the results of such
allocations.
BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------
Equity Securities
Generally, equity securities are bought and sold through brokerage
transactions for which commissions are payable. Purchases from underwriters
will include the underwriting commission or concession, and purchases from
dealers serving as market makers will include a dealer's mark-up or reflect
a dealer's mark-down.
Debt Securities
Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, each Fund will
not pay brokerage commissions for such purchases. When a debt security is
bought from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the
dealer's mark up or reflect a dealer's mark down. When the portfolio
executes transactions in the over-the-counter market, it will deal with
primary market makers unless prices that are more favorable are otherwise
obtainable.
17
<PAGE>
Capital Stock and Other Securities
DESCRIPTION OF SHARES AND VOTING RIGHTS
- -------------------------------------------------------------------------------
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
Board members have the power to designate one or more series (portfolios)
or classes of shares of beneficial 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 SAI, no
Institutional Service Class Shares have been offered by this portfolio.
When issued and paid for, the shares of each series and class of the Fund
are fully paid and nonassessable, and have no pre-emptive rights or
preference as to conversion, exchange, dividends, retirement or other
features. 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 board members can elect 100% of the board if they choose to do
so. On each matter submitted to a vote of the shareholders, 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. Shares of all classes will vote together as a single class except
when otherwise required by law or as determined by the members of the
Fund's governing board.
If the Fund is liquidated, the shareholders of each portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio,
or in the case of a class, belonging to that portfolio and allocable to
that class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held
by them and recorded on the books of the Fund. The liquidation of any
portfolio or class thereof may be authorized at any time by vote of a
majority of the members of the governing board.
The governing board has authorized three classes of shares, Institutional,
Institutional Service and Adviser. The three classes represent interests in
the same assets of the portfolio and, except as discussed below, are
identical in all respects. Unlike Institutional and Advisor Class Shares,
Advisor Class Shares bear certain expenses related to shareholder servicing
and the distribution of such shares and have exclusive voting rights with
respect to matters relating to such distribution expenditures. The Advisor
Class Shares impose a sales load on purchases. The classes also have
different exchange privileges. 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.
The Fund will not hold annual meetings except when required to by the 1940
Act or other applicable law.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund tries to distribute substantially all of the net investment income
of the portfolio and net realized capital gains so as to avoid income taxes
on its dividends and distributions and the imposition of the federal excise
tax on undistributed income and capital gains. However, the Fund cannot
predict the time or amount of any such dividends or distributions.
Distributions by the portfolio reduce its net asset value ("NAV"). A
distribution that reduces the NAV of the portfolio below its cost basis is
taxable as described in the prospectus of the portfolio, although from an
investment standpoint, it is a return of capital. If you buy shares of the
portfolio on or before the "record date" -- the date that establishes which
shareholders will receive an upcoming distribution -- for a distribution,
you will receive some of the money you invested as a taxable distribution.
Unless the shareholder elects otherwise in writing, all dividend and
capital gains distributions are automatically received in additional shares
of the portfolio at net asset value (as of the business day following the
record date). This will remain in effect until the Fund is notified by the
shareholder in writing at least three days prior to the record date that
either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option
(both income dividends and capital gains distributions in cash) has been
elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.
18
<PAGE>
The portfolio will be treated as a separate entity (and hence as a separate
"regulated investment company") for federal tax purposes. The portfolio
will distribute its net capital gains to its investors, but will not offset
(for federal income tax purposes) such gains against any net capital losses
of another portfolio.
Purchase Redemption and Pricing of Shares
PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of the portfolio are purchased in this manner, the
Service Agent must receive your investment order before the close of
trading on the New York Stock Exchange (`NYSE') and transmit it to UAMSSC
before the close of its business day to receive that day's share price.
UAMSSC must receive proper payment for the order by the time the portfolio
is priced on the following business day. Service Agents are responsible to
their customers and the Fund for timely transmission of all subscription
and redemption requests, investment information, documentation and money.
Purchases of shares of the portfolio 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.
The Fund reserves the right in its sole discretion to reduce or waive the
minimum for initial and subsequent investment for certain fiduciary
accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the portfolio's shares.
In-Kind Purchases
If accepted by the Fund, shareholders may purchase shares of the portfolio
in exchange for securities that are eligible for acquisition by the
portfolio. Securities to be exchanged that 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 the portfolio in
exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights
pertaining to such securities shall become the property of the portfolio
and must be delivered to the Fund by the investor upon receipt from the
issuer. Securities acquired through an in-kind purchase will be acquired
for investment and not for immediate resale.
The Fund will not accept securities in exchange for shares of the portfolio
unless:
. At the time of exchange, such securities are eligible to be included in
the portfolio (current market quotations must be readily available for
such securities).
. The investor represents and agrees that all securities offered to be
exchanged are liquid securities and not subject to any restrictions
upon their sale by the portfolio under the Securities Act of 1933, or
otherwise.
. The value of any such securities (except U.S. government securities)
being exchanged together with other securities of the same issuer owned
by the portfolio will not exceed 5% of the net assets of the portfolio
immediately after the transaction.
Investors who are subject to Federal taxation upon exchange may realize a
gain or loss for Federal income tax purposes depending upon the cost of
securities or local currency exchanged. Investors interested in such
exchanges should contact the adviser.
REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
When you redeem, your shares may be worth more or less than the price you
paid for them depending on the market value of the investments held by the
portfolio.
19
<PAGE>
By Mail
. 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").
. Any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pension
and profit sharing plans and other organizations.
By Telephone
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).
. Redemption of certificated shares by telephone.
The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they
may be liable for any losses if they fail to do so. These procedures
include requiring the investor to provide certain personal identification
at the time an account is opened, as well as prior to effecting each
transaction requested by telephone. In addition, all telephone transaction
requests will be recorded and investors may be required to provide
additional telecopied written instructions of such transaction requests.
The Fund or Sub-Transfer Agent may be liable for any losses due to
unauthorized or fraudulent telephone instructions if the Fund or the
Sub-Transfer Agent does not employ the procedures described above. Neither
the Fund nor the Sub-Transfer Agent will be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.
Redemptions-In-Kind
If the governing board 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 the portfolio in lieu
of cash in conformity with applicable rules of the SEC. Investors may incur
brokerage charges on the sale of portfolio securities received in payment
of redemptions.
However, the Fund has made an election with the SEC to pay in cash all
redemptions requested by any shareholder of record limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the net assets of the
Fund at the beginning of such period. Such commitment is irrevocable
without the prior approval of the SEC. Redemptions in excess of the above
limits may be paid in whole or in part, in investment securities or in
cash, as the Directors may deem advisable; however, payment will be made
wholly in cash unless the governing board believes that economic or market
conditions exist which would make such a practice detrimental to the best
interests of the Fund. If redemptions are paid in investment securities,
such securities will be valued as set forth under "Valuation of Shares." A
redeeming shareholder would normally incur brokerage expenses if these
securities were converted to cash.
Signature Guarantees
To protect your account, the Fund and its sub-transfer agent from fraud,
signature guarantees are required for certain redemptions. The purpose of
signature guarantees is to verify the identity of the person who has
authorized a redemption from your account
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institutions is available from the Fund's transfer agent.
Broker-dealers guaranteeing signatures must be a member of a clearing
20
<PAGE>
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 that 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.
Other Redemption Information
Normally, the Fund will pay for all shares redeemed under proper procedures
within one business day of and no more than seven days after the receipt of
the request, or earlier if required under applicable law. The Fund may
suspend the right of redemption or postpone the date at times when both the
NYSE and Custodian Bank are closed, or under any emergency circumstances
determined by the SEC.
The Fund may suspend redemption privileges or postpone the date of payment
. During any period that both the NYSE and custodian bank are closed, or
trading on the NYSE is restricted as determined by the Commission.
. 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 the portfolio to dispose of securities owned by it, or to fairly
determine the value of its assets.
. For such other periods as the Commission may permit.
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios that
are qualified for sale in the shareholder's state of residence. Exchanges
are based on the respective net asset values of the shares involved. The
Institutional Class and Advisor Class Shares of UAM Funds do not charge a
sales commission or charge of any kind for exchanges.
Neither the Fund nor any of its service providers will be responsible for
the authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any
time. Such instructions may include limiting the amount or frequency of
exchanges and may be for the purpose of assuring such exchanges do not
disadvantage the Fund and its shareholders.
TRANSFER OF SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of the portfolio to another person by
making a written request to the Fund. Your request should clearly identify
the account and number of shares you wish to transfer. All registered
owners should sign the request 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 "Signature Guarantees." As in the case of redemptions,
the written request must be received in good order before any transfer can
be made.
VALUATION OF SHARES
- --------------------------------------------------------------------------------
The Fund does not price its shares on those days when the New York Stock
Exchange is closed, which are currently: 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.
Equity Securities
Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price
of the day. Price information on listed securities is taken from the
exchange where the security is primarily traded. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued neither exceeding the asked
prices nor less than the 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.
21
<PAGE>
Debt Securities
Debt securities are valued according to the broadest and most
representative market, which will ordinarily be the over-the-counter
market. Debt securities may be valued based on 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 Directors determines
that amortized cost reflects fair value.
Other Assets
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 governing board.
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. Performance quotations by
investment companies are subject to rules adopted by the SEC, which require
the use of standardized performance quotations or, alternatively, that
every non-standardized performance quotation furnished by the Fund be
accompanied by certain standardized performance information computed as
required by the SEC. Current yield and average annual compounded total
return quotations used by the Fund are based on the standardized methods of
computing performance mandated by the SEC. An explanation of the method
used to compute or express performance follows.
Performance is calculated separately for Institutional Class and Advisor
Class Shares. Dividends paid by the portfolio with respect to Institutional
Class and Advisor Class Shares, to the extent any dividends are paid, will
be calculated in the same manner at the same time on the same day and will
be in the same amount, except that service fees, distribution charges and
any incremental transfer agency costs relating to Advisor Class Shares will
be borne exclusively by that class.
TOTAL RETURN
- --------------------------------------------------------------------------------
Total return is the change in value of an investment in the portfolio over
a given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a
stated period of time. An average annual total return is a hypothetical
rate of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the entire
period.
The average annual total return of the 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 one, five and ten-year period
and the deduction of all applicable Fund expenses on an annual basis. Since
Advisor Class Shares bear additional service and distribution expenses,
their average annual total return will generally be lower than that of the
Institutional Class Shares.
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).
22
<PAGE>
For the periods ended December 31, 1998, the average annual total rates of
return of the Institutional and Advisor Classes of the portfolio are as
follows:
<TABLE>
<CAPTION>
One Year Five Years Since Inception Inception Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Heitman Real Estate Portfolio
Institutional Class Shares
---------------------------------------------------------------------------------------------------------------------------
Advisor Class Shares
</TABLE>
YIELD
- --------------------------------------------------------------------------------
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
income actually paid to shareholders.
The current yield is determined by dividing the net investment income per
share earned during a 30-day base period by the maximum offering price per
share on the last day of the period and annualizing the result. Expenses
accrued for the period include any fees charged to all shareholders during
the base period. Since Advisor Class Shares bear additional service and
distribution expenses, their yield will generally be lower than that of the
Institutional Class Shares.
Yield is obtained using the following formula:
Yield = 2[((a-b)/(cd)+1)/6/ - 1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
that were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
COMPARISONS
- --------------------------------------------------------------------------------
The portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data
reported in financial and industry publications, and various indices as
further described in the SAI. This information may also be included in
sales literature and advertising.
To help investors better evaluate how an investment in the portfolio of the
Fund might satisfy their investment objective, advertisements regarding the
Fund may discuss various measures of Fund performance as reported by
various financial publications. Advertisements may also compare performance
(as calculated above) to performance as reported by other investments,
indices and averages. Please see Appendix B for publications, indices and
averages that may be used.
In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in
the]portfolio, that the averages are generally unmanaged, and that the
items included in the calculations of such averages may not be identical to
the formula used by the portfolio to calculate its performance. In
addition, there can be no assurance that the portfolio will continue this
performance as compared to such other averages.
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, at least 90% of its 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 income derived with respect to its business of
investing in such securities or currencies, as applicable.
23
<PAGE>
The portfolio will distribute to shareholders annually any net capital
gains that have been recognized for federal income tax purposes.
Shareholders will be advised on the nature of the payments.
If for any taxable year the portfolio does not qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, all of
the portfolio's taxable income would be subject to tax at regular corporate
rates without any deduction for distributions to shareholders. In this
event, the portfolio's distributions to shareholders would be taxable as
ordinary income to the extent of the current and accumulated earnings and
profits of the particular portfolio, and would be eligible for the
dividends received deduction in the case of corporate shareholders. The
portfolio intends to qualify as a "regulated investment company" each year.
Dividends and interest received by the portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes would
reduce the portfolio's dividends but are included in the taxable income
reported on your tax statement if the portfolio qualifies for this tax
treatment and elects to pass it through to you. Consult a tax adviser for
more information regarding deductions and credits for foreign taxes.
Expenses
<TABLE>
<CAPTION>
Investment Investment Sub-
Advisory Fees Advisory Fees Administrator Administrator Brokerage
Paid Waived Fee (UAMFSI) Fee (CGFSC) Commissions
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Heitman Real Estate Portfolio
1998
----------------------------------------------------------------------------------------------------------------------------
1997
----------------------------------------------------------------------------------------------------------------------------
1996
Distribution and Service Plan Expenses Paid During Fiscal Year Ended December
31, 1998
----------------------------------------------------------------------------------------------------------------------------
Heitman Real Estate Portfolio
Advisor Class
</TABLE>
Financial Statements
The financial statements for the portfolio for the fiscal year ended
December 31, 1998, the financial highlights for the respective periods
presented, and the report thereon by _____ LLP, the Fund's independent
accountant, which appear in portfolio's 1998 Annual Report, are
incorporated by reference into this SAI. No other parts are incorporated by
reference herein. Copies of the 1998 Annual Report may be obtained free of
charge by telephoning the UAM Funds at the telephone number appearing on
the front page of this SAI.
24
<PAGE>
PART C
UAM FUNDS TRUST
OTHER INFORMATION
ITEM 23. EXHIBITS
Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following references are used:
PEA# = Post-Effective Amendment (pertinent numbers for each PEA are
included after "PEA", e.g., PEA 3 means the third PEA under the
Securities Act of 1933.)
<TABLE>
<CAPTION>
Exhibit Incorporated by
- ------- Reference to (Location):
-----------------------
<S> <C>
A. 1. Declaration of Trust PEA 24
A. 2. Certificate of Trust PEA 24
A. 3. Certificate of Amendment to Certificate of Trust PEA 24
B. By-Laws PEA 24, PEA 27
C. Form of Specimen Share Certificate PEA 24
D. Investment Advisory Agreements PEA 27
E. 1. Distribution Agreement (UAM Funds Distributors, Inc.) PEA 24
E. 2. Distribution Agreement (ACG Capital Corporation) PEA 17, PEA 19
F. Trustees' and Officers' Contracts and Programs Not applicable
G. 1. Global Custody Agreement PEA 16
H. 1. Fund Administration Agreement PEA 27
H. 2. Mutual Funds Service Agreement PEA 16
I. Opinions and Consents of Counsel Not applicable
J. Consent of Independent Auditors Not applicable
K. Other Financial Statements Not applicable
L. Purchase Agreement PEA 24
M. 1. Distribution Plan PEA 24
M. 2. Selling Dealer Agreement PEA 24
M. 3. Shareholder Services Plan PEA 24
M. 4. Service Agreement PEA 24
N. Financial Data Schedule Not applicable
O. Amended and Restated Rule 18f-3 Multiple Class Plan PEA 24
P. Powers of Attorney PEA 24, PEA 27
</TABLE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
-4-
<PAGE>
Not applicable.
ITEM 25. INDEMNIFICATION
Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended. Insofar
as indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Provisions for indemnification of UAM Fund Services, Inc. are contained in
Section 6 of its Fund Administration Agreement with the Registrant.
Provisions for indemnification of the Registrant's investment advisers are
contained in Section 7 of their respective Investment Advisory Agreements with
the Registrant.
Provisions for indemnification of Registrant's principal underwriter, UAM Fund
Distributors, Inc., are contained in its Distribution Agreement with the
Registrant.
Provisions for indemnification of Registrant's custodian, The Chase Manhattan
Bank, are contained in Section 12 of its Fund Global Custody Agreement with the
Registrant.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration Statement and "Investment Adviser" in
Part B of this Registration Statement. Except for information with respect to
Pell Rudman Trust Company, N.A., the information required by this Item 26 with
respect to each director, officer, or partner of each other investment adviser
of the Registrant is incorporated by reference to the Forms ADV filed by the
investment advisers listed below with the Securities and Exchange Commission
pursuant to the Investment Advisers Act of 1940, as amended, under the file
numbers indicated:
-5-
<PAGE>
<TABLE>
<CAPTION>
Investment Adviser File No.
- ----------------- -------
<S> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. 801-31237
Cambiar Investors, Inc. 801-09538
Chicago Asset Management Company 801-20197
Dwight Asset Management Company 801-45304
First Pacific Advisors, Inc. 801-39512
Hanson Investment Management Company 801-14817
Heitman/PRA Securities Advisors, Inc. 801-48252
Jacobs Asset Management, L.P. 801-49790
Murray Johnstone International Ltd. 801-34926
Pacific Financial Research, Inc. 801-54352
Tom Johnson Investment Management, Inc. 801-42549
</TABLE>
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Pell Positions and Offices with Pell
- ---------------------------- ------------------------------- -------------------------------
Address Rudman Trust Company, N.A. Rudman & Co., Inc.
- ------- ------------------------- ------------------
<S> <C> <C>
Jeffrey S. Thomas Director Chief Financial Officer of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
Edward I. Rudman Director Chairman and President of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
James S. McDonald Director Executive Vice President of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
Susan W. Hunnewell Director Senior Vice President of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
</TABLE>
Barrow, Hanley, Mewhinney & Strauss, Inc., Cambiar Investors, Inc., Chicago
Asset Management Company, Dwight Asset Management Company, First Pacific
Advisors, Inc., Hanson Investment Management Company, Heitman/PRA Securities
Advisors, Inc., Jacobs Asset Management, L.P., Murray Johnstone International
Ltd., Pacific Financial Research, Inc., Pell Rudman Trust Company, N.A., and Tom
Johnson Investment Management, Inc., are affiliates of United Asset Management
Corporation ("UAM"), a Delaware corporation owning firms engaged primarily in
institutional investment management.
ITEM 27. PRINCIPAL UNDERWRITERS
-6-
<PAGE>
(a) UAM Fund Distributors, Inc. ("UAMFDI") acts as distributor of the
Registrant's shares. ACG Capital Corporation ("ACG") also acts as
distributor of the Heitman Real Estate Portfolio Advisor Class Shares.
(b) The information required with respect to each Director and officer of
UAMFDI 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).
The information required with respect to each Director and officer of ACG
is incorporated by reference to Schedule A of Form BD filed pursuant to the
Securities and Exchange Act of 1934 (SEC File No. 8-47813).
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank (The Chase Manhattan
Bank 4 Chase MetroTech Center, Brooklyn, New York, 11245).
ITEM 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKINGS
Not Applicable.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Fund has duly caused this registration statement to be signed on its
behalf by the undersigned, duly authorized, in the City of Boston, and State of
Massachusetts on the day of February 5, 1999.
UAM FUNDS TRUST
________________________
Michael E. DeFao
Secretary
Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons in the capacities indicated on
this 5/th/ day of February, 1999.
*
___________________________
Norton H. Reamer, Chairman and President
*
___________________________
John T. Bennett, Jr., Trustee
*
___________________________
Nancy J. Dunn, Trustee
*
___________________________
Philip D. English, Trustee
*
___________________________
William A. Humenuk, Trustee
*
___________________________
James P. Pappas, Trustee
*
___________________________
Peter M. Whitman, Jr., Trustee
/s/ Gary L. French
- ------------------
Gary L. French, Treasurer
/s/ Michael E. DeFao
- --------------------
* Michael E. DeFao
(Attorney-in-Fact)
-8-
<PAGE>
UAM FUNDS TRUST
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
B By-Laws
D Investment Advisory Agreements
H.1 Fund Administration Agreement between UAM
Fund Services, Inc. and the Registrant
P Power of Attorney
-9-
<PAGE>
EXHIBIT B
BY-LAWS
OF
UAM FUNDS TRUST
On December 10, 1998, the Board of Trustees of UAM Funds Trust approved the
following revisions to the By-Laws:
The existing Articles 4.1, 4.2, 4.3, and 4.4 are hereby deleted in their
entirety and replaced with the following:
4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then in
office, may elect from their number an Executive Committee, Compensation
Committee, Audit Committee and Nomination Committee each of which shall
consist of at least one Trustee of the Trust which committee shall have and
may exercise some or all of the powers and authority of the Board with
respect to all matters except those which by law, by the Declaration of
Trust, or by these By-Laws may not be delegated.
4.2 OTHER COMMITTEES OF THE BOARD. The Board of Trustees may from time to
time, by resolution adopted by a majority of the whole Board, designate one
or more other committees of the Board, each such committee to consist of at
least one Trustee and to have such powers and duties as the Board of
Trustees may, by resolution, prescribe.
4.3 LIMITATION OF COMMITTEE POWERS. No committee of the Board shall have
power or authority to:
(a) recommend to shareholders any action requiring authorization of
shareholders pursuant to statute or the Agreement and Declaration of
Trust;
(b) approve or terminate any contract with an investment adviser or
principal underwriter, as such terms are defined in the 1940 Act, or
take any other action required to be taken by the Board of Trustees by
the 1940 Act;
(c) amend or repeal these By-laws or adopted new By-laws; and
(d) approve any merger or share exchange which does not require
shareholder approval.
4.4 GENERAL. One-third, but not less than two members, of the members of
any committee shall be present in person at any meeting of such committee
in order to constitute a quorum for the transaction of business at such
meeting, and the act of a majority present shall be the act of such
committee, unless such committee is comprised of only one Trustee whereby a
quorum would be one Trustee. The Board may designate a chairman of any
committee and such chairman or any other member of any committee may fix
the time and place of its meetings unless the Board shall otherwise
provide. In the absence or disqualification of any member or any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or she or they constitute a
quorum, may unanimously appoint another member of the Board of Trustees to
act at the meeting in the place of any such absent or disqualified member.
<PAGE>
The Board shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members, to
replace any absent or disqualified member, or to dissolve any such
committee.
All committees shall keep written minutes of their proceedings and shall
report such minutes to the Board. All such proceedings shall be subject to
revision or alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.
<PAGE>
EXHIBIT D.1
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
BHM&S TOTAL RETURN BOND PORTFOLIO
AGREEMENT made this 25th day of April, 1995 by and between The Regis Fund
II, a Delaware business trust (the "Fund"), and Barrow, Hanley, Mewhinney &
Strauss, Inc., a Nevada corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's BHM&S Total Return Bond Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to
<PAGE>
obtain the best available price and most favorable execution, except as
prescribed herein. Subject to policies established by the Board of Trustees of
the Fund, the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Fund such
information relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.35%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
2
<PAGE>
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of
3
<PAGE>
any such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of April 25, 1997 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
4
<PAGE>
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of this 25th day of April, 1995.
BARROW, HANLEY, MEWHINNEY &
STRAUSS, INC. THE REGIS FUND II
By: /s/ Bryant M. Hanley, Jr. By /s/ Norton H. Reamer
Bryant M. Hanley, Jr. Norton H. Reamer
President President and Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
CAMBIAR OPPORTUNITY PORFOLIO
AGREEMENT made this 18th day of June, 1998 by and between UAM Funds Trust,
a Delaware business trust (the "Fund"), and Cambiar Investors, Inc., a Colorado
corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Cambiar Opportunity Portfolio (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00%
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,
2
<PAGE>
equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser
3
<PAGE>
(or any successor) is or may be interested in the Fund as a shareholder or
otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust or Articles of Incorporation and the provisions of the
1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of March 31, 2000 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.
4
<PAGE>
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio, for changes or
amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this __ day of June 1998.
CAMBIAR INVESTORS, INC. UAM FUNDS TRUST
By: /s/ Michael S. Barish By /s/ Norton H. Reamer
Name: Michael S. Barish Norton H. Reamer
Title: President and Chairman of the Board President and Chairman of the
Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
AGREEMENT made this 26th day of August, 1994 by and between The Regis Fund
II, a Delaware business trust (the "Fund") and Chicago Asset Management Company,
a Delaware corporation, (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Chicago Asset Management Intermediate Bond
Portfolio (the "Portfolio") for the period and on such terms as set forth in
this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolios assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Portfolio's prospectus and
applicable laws and regulations. The Adviser accepts such employment and agrees
to render the services and to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Advisees overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section I of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 0.48%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the absent fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
-2-
<PAGE>
facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 (" 1940
Act"), the Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and
-3-
<PAGE>
shareholders of the Fund are or may be interested in the Adviser (or any
successor thereof) as Directors, officers, agents, shareholders or otherwise;
Directors, officers, agents and shareholders of the Adviser are or may be
interested in the Fund as Trustees, officers, agents, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Fund as a
shareholder or otherwise; and the effect of any such interrelationships shall be
governed by said Declaration of Trust and Articles of Incorporation and the
provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long,, as such continuance
is specifically approved at least annually (a) by the vote of a majority of
those members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be
-4-
<PAGE>
given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(I 9) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26th day of August, 1994.
CHICAGO ASSET MANAGEMENT COMPANY THE REGIS FUND II
By /s/ Jon F. Holsteen By: /s/ Norton H. Reamer
------------------------- -------------------------
Jon F. Holsteen Norton H. Reamer
President and Director President and Chairman of
the Board
-5-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
AGREEMENT made this 26th day of August, 1994 by and between The Regis Fund
II, a Delaware business trust (the "Fund") and Chicago Asset Management Company,
a Delaware corporation, (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Chicago Asset Management Value/Contrarian
Portfolio (the "Portfolio ") for the period and on such terms as set forth in
this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio's assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board of Trustees
concerning the Advisees discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Portfolio's prospectus and
applicable laws and regulations. The Adviser accepts such employment and agrees
to render the services and to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that execute the purchases and sales of securities of the
Portfolio and is directed to use its best efforts to obtain the best available
price and most favorable execution, "except as prescribed herein. Subject to
policies established by the Board of Trustees of the Fund, the Adviser may also
be authorized to effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund. The execution of such transactions
shall not be deemed to represent an unlawful act or breach of any duty created
by this Agreement or otherwise. The Adviser will promptly communicate to the
officers and Trustees of the Fund such information relating to portfolio
transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average day net assets for
the month: 0.625%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. Al the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
-2-
<PAGE>
facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services Cm which
case any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940 Act"),
the Adviser shall not be subject to any liability whatsoever to the Fund, or to
any shareholder of the Fund, for any error or judgment, mistake of law or any
other act or omission in the course of, or connected with, rendering services
hereunder including without Stations for any losses that may be sustained in
connection with the purchase, holding redemption or sale of any security on
behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof as
-3-
<PAGE>
Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Fund as
Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Fund as a shareholder or otherwise,
and the effect of any such interrelationships shall be governed by said
Declaration of Trust and Articles of Incorporation and the provisions of the
1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; that if the shareholders of the Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to serve in
such capacity in the manner and to the extent permitted by the 1940 Act and
rules thereunder. This Agreement may be terminated by the Portfolio at any
time, without the payment of any penalty, by vote of a majority of the entire
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment of
any penalty, upon 90 days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal office of such party.
-4-
<PAGE>
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the Outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting Called for the purpose of voting on such amendment, and (b) by vote of a
majority of the Outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26th day of August, 1994.
CHICAGO ASSET MANAGEMENT COMPANY THE REGIS FUND II
By /s/ Jon F. Holsteen By: /s/ Norton H. Reamer
--------------------------- ----------------------------
Jon F. Holsteen Norton H. Reamer
President and Director President and Chairman of the Board
-5-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
CLIPPER FOCUS PORTFOLIO
AGREEMENT made this 31st day of August, 1998 by and between UAM Funds
Trust, a Delaware business trust (the "Fund"), and Pacific Financial Research,
Inc., a Massachusetts corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Clipper Focus Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00% of the first $500 million;
0.95% of the next $500 million;
0.90% over $1 billion.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
2
<PAGE>
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
3
<PAGE>
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of June 30, 2000
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
4
<PAGE>
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 31st day of August, 1998.
PACIFIC FINANCIAL RESEARCH, INC. UAM FUNDS TRUST
By: /s/ James H. Gipson By: /s/ Norton H. Reamer
Name: James H. Gipson Norton H. Reamer
Title: President President and Chairman of the Board
5
<PAGE>
EXHIBIT D.6
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
DWIGHT CAPITAL PRESERVATION PORTFOLIO
AGREEMENT made this 1/st/ day of February, 1999 by and between UAM
Funds Trust, a Delaware business trust (the "Fund"), and Dwight Asset Management
Company, a Vermont corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Dwight Capital Preservation Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best
<PAGE>
efforts to obtain the best available price and most favorable execution, except
as prescribed herein. Subject to policies established by the Board of Trustees
of the Fund, the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Fund such
information relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.50%.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
2
<PAGE>
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder
3
<PAGE>
or otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust or Articles of Incorporation and the provisions of the
1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of December 31,
2000 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
4
<PAGE>
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 1/st/ day of February 1999.
DWIGHT ASSET MANAGEMENT COMPANY UAM FUNDS TRUST
By: /s/ John K. Dwight By: /s/ Norton H. Reamer
John K. Dwight Norton H. Reamer
President President and Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO
AGREEMENT made this 30th day of September, 1996 by and between UAM Funds
Trust, a Delaware business trust (the "Fund"), and First Pacific Advisors, Inc.,
a Massachusetts corporation, (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Funds FPA Crescent Portfolio (the "Portfolio") for the
period and on such terms as set forth in this Agreement The Fund employs the
Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Advisees activities
which the Fund is required to maintain, and to render regular reports to the
Funds officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to
<PAGE>
use its best efforts to obtain the best available price and most favorable
execution, except as prescribed herein. Subject to policies established by the
Board of Trustees of the Fund, the Adviser may also be authorized to effect
individual securities transactions at commission rates in excess of the minimum
commission rates available, if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Adviser's overall responsibilities with
respect to the Fund. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this Agreement or
otherwise. The Adviser will promptly communicate to the officers and Trustees of
the Fund such information relating to portfolio transactions as they may
reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
-2-
<PAGE>
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or
-3-
<PAGE>
otherwise; and the Adviser (or any successor) is or may be interested in the
Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Declaration of Trust and Articles
of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement unless sooner terminated as
provided herein, shall continue until the earlier of September 30, 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of the members of the Board of Trustees of the Fund who are not parties
to this Agreement or interested persons of any such party, cast m person at a
meeting called for the purpose of voting on such approval, and (b) by the Board
of Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.
-4-
<PAGE>
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 30th day of September, 1996.
FIRST PACIFIC ADVISORS, INC. UAM FUNDS TRUST
By /s/ Julio J. de Puzo, Jr. By /s/ Norton H. Reamer
------------------------------ ---------------------------------------
Julio J. de Puzo, Jr. Norton H. Reamer
Chief Executive Officer President and Chairman of the Board
-5-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
HANSON EQUITY PORTFOLIO
AGREEMENT made this 25th day of April, 1995 by and between The Regis
Fund II, a Delaware business trust (the "Fund"), and Hanson Investment
Management Company, a California corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Hanson Equity Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to
<PAGE>
obtain the best available price and most favorable execution, except as
prescribed herein. Subject to policies established by the Board of Trustees of
the Fund, the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Fund such
information relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.70%.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
2
<PAGE>
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of
3
<PAGE>
any such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of April 25,
1997 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
4
<PAGE>
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 25th day of April, 1995.
HANSON INVESTMENT MANAGEMENT
COMPANY THE REGIS FUND II
By: /s/ Charles H. Raven By: /s/ Norton H. Reamer
Name: Charles H. Raven Norton H. Reamer
Title: President President and Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
HEITMAN REAL ESTATE PORTFOLIO
AGREEMENT made this 2nd day of March, 1998 by and between UAM Funds
Trust, a Delaware business Trust (the "Fund"), and Heitman/PRA Securities
Advisors, Inc., an Illinois corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Heitman Real Estate Portfolio (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.75% for the first $100 million;
0.65% thereafter.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,
2
<PAGE>
equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser
3
<PAGE>
(or any successor) is or may be interested in the Fund as a shareholder or
otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust or Articles of Incorporation and the provisions of the
1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of December 31,
1999 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
4
<PAGE>
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 2nd day of March, 1998.
HEITMAN/PRA SECURITIES ADVISORS, INC. UAM FUNDS TRUST
By: /s/ William Ramseyer By: /s/ Norton H. Reamer
Name: William Ramseyer Norton H. Reamer
Title: Chairman President and Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
JACOBS INTERNATIONAL OCTAGON PORTFOLIO
AGREEMENT made this 2/nd/ day of December, 1996 by and between UAM
Funds Trust, a Delaware business trust, (the "Fund") and Jacobs Asset Management
L.P., a Delaware limited partnership (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Jacobs International Octagon Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 1.00%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month..
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
2
<PAGE>
facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's costs.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance \kith the
Declaration of Trust of the Fund and the Agreement of Limited Partnership of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as
3
<PAGE>
limited partners, officers, agents, shareholders or otherwise, limited partners,
officers, agents and shareholders of the Adviser are or may be interested 'in
the Fund as Trustees, officers, agents, shareholders or otherwise, and the
Adviser (or any successor) is or may be interested in the Fund as a shareholder
or otherwise, and the effect of any such interrelationships shall be governed by
said Declaration of Trust and Agreement of Limited Partnership and the
provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of December 2, 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interest persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Fund or (c) by vote of a majority of the outstanding
voting securities of the Portfolio, provided however, that if the shareholders
of the Portfolio fail to approve the Agreement as provided herein, the Adviser
may continue to serve in such capacity in the manner and to the extent permitted
by the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this
4
<PAGE>
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at the principal office of such party.
As used in this Section 9, the terms "assignment," "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by a vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 2/nd/ day of December, 1996.
JACOBS ASSET MANAGEMENT L.P. UAM FUNDS TRUST
By /s/ Daniel L. Jacobs By /s/ Norton H. Reamer
----------------------------- ----------------------------------
Daniel Jacobs Norton H. Reamer
President Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
MJI INTERNATIONAL EQUITY PORTFOLIO
AGREEMENT made this 26/th/ day of August, 1994 by and between The
------ ------
Regis Fund II, a Delaware business trust (the "Fund") and Murray Johnstone
International Limited (the "Adviser"), a corporation organized under the laws of
Scotland.
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's MJI International Equity Portfolio (the
"Portfolio") the period and on such terms as set forth in this Agreement. The
Fund employs the Adviser to manage the investment and reinvestment of the assets
of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 0.75%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
-2-
<PAGE>
facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error of judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as
-3-
<PAGE>
Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Fund as
Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Fund as a shareholder or otherwise;
and the effect of any such interrelationships shall be governed by said
Declaration of Trust and Articles of Incorporation and the provisions of the
1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
---------------
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. J This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be
-4-
<PAGE>
given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26/th/ day of August, 1994.
------ ------
MURRAY JOHNSTONE INTERNATIONAL THE REGIS FUND II
LIMITED
By /s/ Perry D. Keck By /s/ Norton H. Reamer
----------------- ----------------------
Perry D. Keck Norton H. Reamer
Vice President and Director Chairman of the Board
-5-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
UAM FUNDS TRUST
PELL RUDMAN MID-CAP GROWTH PORTFOLIO
AGREEMENT made this 31/st/ day of August, 1998 by and between UAM
Funds Trust, a Delaware business trust (the "Fund"), and Pell, Rudman Trust
Company, N.A., a nationally chartered trust company (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Pell Rudman Mid-Cap Growth Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00% of net assets.
In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,
2
<PAGE>
equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the charter documents of the Adviser,
Trustees, officers, agents and shareholders of the Fund are or may be interested
in the Adviser (or any successor thereof) as Board members, officers, agents,
shareholders or otherwise; Board members, officers, agents and shareholders of
the Adviser are or may be interested in the Fund as Trustees, officers, agents,
shareholders or otherwise; and the
3
<PAGE>
Adviser (or any successor) is or may be interested in the Fund as a shareholder
or otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust, charter documents and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of June 30, 2000
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
4
<PAGE>
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 31/ST/ day of August, 1998.
PELL, RUDMAN TRUST COMPANY, N.A. UAM FUNDS TRUST
By: /s/ Jeffrey S. Thomas By: /s/ Norton H. Reamer
Name: Jeffrey S. Thomas Title: Chief Investment Officer
Title: Chief Investment Officer President and Chairman of the Board
5
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II
TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ CORE EQUITY PORTFOLIO
AGREEMENT made this 29th day of January, 1995 by and between The Regis Fund
II, a Delaware business trust, (the "Fund") and Tom Johnson Investment
Management, a Massachusetts business trust, (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's TJ Core Equity Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.75%.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office
-2-
<PAGE>
facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor
-3-
<PAGE>
thereof) as Directors, officers, agents, shareholders or otherwise; Directors,
officers, agents and shareholders of the Adviser are or may be interested in the
Fund as Directors, officers, agents, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Fund as a shareholder or
otherwise; and the effect of any such interrelationships shall be governed by
said Articles of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of January 29, 1997 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be
-4-
<PAGE>
given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)( 19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.(a)
11. SEVERABILITY. If any provisions of thus Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 29th day of January, 1995.
TOM JOHNSON INVESTMENT THE REGIS FUND II
MANAGEMENT, INC.
By /s/ Thomas E. Johnson By /s/ William H. Park
--------------------- -------------------
Thomas E. Johnson William H. Park
President Vice President and Assistant
Treasurer
-5-
<PAGE>
EXHIBIT H.1
FUND ADMINISTRATION AGREEMENT
UAM FUNDS TRUST
AGREEMENT made as of October 26, 1998, by and between UAM Funds Trust, a
business trust organized under the laws of the State of Delaware (the "Fund"),
and UAM Fund Services, Inc., a Delaware corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a diversified, open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to provide certain
transfer agent, fund accounting and administration services with respect to the
Fund, and the Administrator is willing to furnish or provide for the furnishing
of such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Administrator to provide
-----------
transfer agent, fund accounting and fund administration services to the Fund,
subject to the supervision of the Board of Trustees of the Fund (the "Board"),
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund presently issues shares of common stock in one or more series each
representing separate interests in a portfolio of investments and cash.
Hereinafter, each such series shall be referred to as a "Portfolio." The term
"Portfolio" as hereinafter used shall be deemed to include not only separate
series of the Fund, but also separate classes of series of the Fund. The Fund
shall notify the Administrator in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that said provisions (including those
relating to the compensation and expenses payable by the Fund and its
Portfolios) may be modified with respect to such new Portfolio in writing by the
Fund and the Administrator at the time of the addition of such new Portfolio.
2. Delivery of Documents. The Fund will upon request furnish the
---------------------
Administrator with copies, properly certified or authenticated, of each of the
following in their most current form:
(a) Resolutions of the Fund's Board authorizing the appointment of
the Administrator to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement;
(b) The Fund's Agreement and Declaration of Trust ("Declaration of
Trust");
(c) The Fund's Bylaws ("Bylaws");
1
<PAGE>
(d) The Fund's Notification of Registration of Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's Registration Statement, as amended, on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and the 1940 Act, as
filed with the SEC; and
(f) The Fund's most recent Prospectuses and Statements of Additional
Information and supplements thereto (such Prospectuses and Statements of
Additional Information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses").
The Fund will furnish the Administrator from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Services Provided by the Administrator. The Administrator will
--------------------------------------
provide the following services subject to the control, direction and supervision
of the Board, and in compliance with the objectives, policies and limitations
set forth in the Fund's Registration Statement, Bylaws and applicable laws and
regulations.
(a) General Administration. The Administrator shall manage,
----------------------
administer and conduct the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund as of the
date hereof. The Administrator shall provide the personnel and facilities
necessary to perform such general business activities. A detailed description of
these services is included in Attachment A to this Agreement.
(b) Fund Accounting. The Administrator shall provide the following
---------------
accounting services to the Fund: (i) maintenance of the books and records and
accounting controls for the Fund's assets, including records of all securities
transactions; (ii) calculation of the Portfolios' net asset values in accordance
with the Prospectuses and, if requested by the Fund, transmission of the net
asset values to the NASD for publication of prices; (iii) accounting for
dividends, interest and other income received and distributions made by the
Fund; (iv) preparation and filing of the Fund's state and federal tax returns
and Semi-Annual Reports on Form N-SAR; (v) production of transaction data,
financial reports and such other periodic and special reports as the Board may
reasonably request; (vi) the preparation of financial statements for the semi-
annual and annual reports and other shareholder communications; (vii) liaison
with the Fund's independent auditors; and (viii) monitoring and administration
of arrangements with the Fund's custodian and depository banks. A complete
listing of reports that will be available to the Fund is included in Attachment
B of this Agreement.
(c) Transfer Agent. The Administrator shall:
--------------
(i) Maintain records showing for each Fund shareholder the
following: (A) name, address and tax identifying number; (B) number of shares
held of any Portfolio of the Fund; (C) historical information including
dividends paid and the date and price of all transactions including individual
purchases and redemptions; and (D) any dividend reinvestment order, application,
dividend address and correspondence relating to the current maintenance of the
account.
2
<PAGE>
(ii) Record the issuance of shares of common stock of the Fund
and shall notify the Fund in case any proposed issue of shares by the Fund shall
result in an over-issue as identified by Section 8-104(2) of the Uniform
Commercial Code and in case any issue would result in such an over-issue, shall
refuse to countersign and issue, and/or credit, said shares. Except as
specifically agreed in writing between the Administrator and the Fund, the
Administrator shall have no obligation when countersigning and issuing and/or
crediting shares, to take cognizance of any other laws relating to the issue and
sale of such shares except insofar as policies and procedures of the Stock
Transfer Association recognize such laws.
(iii) Process all orders for the purchase of shares of the Fund
in accordance with the Fund's current Registration Statement. Upon receipt of
any check or other payment for purchase of shares of the Fund from an investor,
it will: (A) stamp the envelope with the date of receipt; (B) forthwith process
the same for collection; and (C) determine the amounts thereof due the Fund, and
notify the Fund of such determination and deposit, such notification to be given
on a daily basis of the total amounts determined and deposited to the Fund's
custodian bank account during such day. The Administrator shall then credit the
share account of the investor with the number of shares to be purchased
according to the price of the Fund's shares in effect for purchases made on the
date such payment is received by the Administrator, determined as set forth in
the Fund's current Prospectuses, and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions which the Fund may
give to the Administrator with respect to the timing or manner of acceptance of
orders for shares relating to payments so received by it.
(iv) Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or non-certificate
form and shall process redemptions and repurchase requests as follows: (A) if
such certificate or redemption request complies with the applicable standards
approved by the Fund, the Administrator shall on each business day notify the
Fund of the total number of shares presented and covered by such requests
received by the Administrator on such day; (B) on or prior to the seventh
calendar day succeeding any such request for redemption, the Administrator shall
notify the custodian, subject to the instructions from the Fund, to transfer
monies to such account as designated by the Administrator for such payment to
the redeeming shareholder of the applicable redemption or repurchase price; (C)
if any such certificate or request for redemption or repurchase does not comply
with applicable standards, the Administrator shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the relevant Portfolio's price next determined after receipt of
documents complying with said standards or at such other time as the Fund shall
so direct.
(v) Acknowledge all correspondence from shareholders relating
to their share accounts and undertake such other shareholder correspondence as
may from time to time be mutually agreed upon.
(vi) Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current Prospectuses. The
Administrator shall be permitted to act upon the instruction of any person by
telephone to redeem, exchange and/or transfer Fund shares from any account for
which such services have been authorized. The Fund hereby agrees to indemnify
and
3
<PAGE>
hold the Administrator harmless against all losses, costs or expenses, including
attorneys' fees and expenses suffered or incurred by the Administrator directly
or indirectly as a result of relying on the telephone instructions of any person
acting on behalf of a shareholder account for which telephone services have been
authorized.
(vii) Transfer on the records of the Fund maintained by it,
shares represented by certificates, as well as issued shares held in non-
certificate form, upon the surrender to it of the certificate or, in the case of
non-certificated shares, comparable transfer documents in proper form for
transfer and, upon cancellation thereof, to countersign and issue new
certificates or other documents of ownership for a like amount of stock and to
deliver the same pursuant to the transfer instructions.
(viii) Supply, at the expense of the Fund, a supply of continuous
form blank stock certificates. Such blank stock certificates shall be properly
signed, manually or by facsimile, as authorized by the Fund, and shall bear the
Fund's corporate seal or facsimile thereof; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates of stock, the Administrator may, until otherwise directed by the
Fund, continue to countersign certificates which bear the manual or facsimile
signature of such officer.
(ix) Upon the request of a shareholder of the Fund who requests
a certificate representing his shares, countersign and mail by first class mail
a share certificate to the investor at his address as set forth on the transfer
books of the Fund.
(x) In the event that any check or other order for the payment
of money is returned unpaid for any reason, take such steps, including
redepositing said check for collection or returning said check to the investor,
as the Administrator may, at its discretion, deem appropriate and notify the
Fund of such action, unless the Fund instructs otherwise. However, the
Administrator shall not be liable to the Fund for any returned checks or other
order for the payment of money if it follows reasonable procedures with respect
thereto.
(xi) Prepare, file with the Internal Revenue Service, and mail
to shareholders such returns for reporting payment of dividends and
distributions as are required by applicable laws to be so filed and/or mailed,
and the Administrator shall withhold such sums as are required to be withheld
under applicable Federal income tax laws, rules and regulations.
(xii) Mail proxy statements, proxy cards and other materials and
shall receive, examine and tabulate returned proxies. The Administrator shall
make interim reports of the status of such tabulation to the Fund upon request,
and shall certify the final results of the tabulation.
(d) Dividend Disbursing. The Administrator shall act as Dividend
-------------------
Disbursing Agent for the Fund, and, as such, shall prepare and mail checks or
credit income and capital gain payments to shareholders. The Fund shall advise
the Administrator of the declaration of any dividend or distribution and the
record and payable date thereof at least five (5) days prior to the record date.
The Administrator shall, on or before the payment date of any such dividend or
distribution, notify the Fund's custodian of the estimated amount required to
pay any portion of said dividend or distribution which is payable in cash, and
on or before the
4
<PAGE>
payment date of such distribution, the Fund shall instruct its custodian to make
available to the Administrator sufficient funds for the cash amount to be paid
out. If a shareholder is entitled to receive additional shares by virtue of any
such distribution or dividend, appropriate credits will be made to his account
and/or certificates delivered where requested. A shareholder not electing
issuance of certificates will receive a confirmation from the Administrator
indicating the number of shares credited to his account.
(e) Miscellaneous. The Administrator will also:
--------------
(i) Provide office facilities (which may be in the offices of
the Administrator or a corporate affiliate of them, but shall be in such
location as the Fund shall reasonably approve) and the services of a principal
financial officer to be appointed by the Fund;
(ii) Furnish statistical and research data, clerical services
and stationery and office supplies;
(iii) Assist in the monitoring of regulatory and legislative
developments which may affect the Fund and, in response to such developments,
counsel and assist the Fund in routine regulatory examinations or investigations
of the Fund, and work with outside counsel to the Fund in connection with
regulatory matters or litigation.
(iv) In performing its duties: (A) will act in accordance with
the Fund's Declaration of Trust, Bylaws, Prospectuses and the instructions and
directions of the Board and will conform to, and comply with, except as
otherwise provided herein, the requirements of the 1940 Act and all other
applicable federal or state laws and regulations; and (B) will consult with
outside legal counsel to the Fund, as necessary or appropriate.
(v) Preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under said Act
in connection with the services required to be performed hereunder. The
Administrator further agrees that all such records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
the Fund any of such records upon the Fund's request.
(f) The Administrator may, at its expense and discretion, subcontract
with any entity or person concerning the provisions of the services contemplated
hereunder. The Administrator will provide prompt notice of such delegation and
provide copies of any such subcontract to the Fund.
4. Fees; Expenses; Expense Reimbursement.
-------------------------------------
(a) For the services rendered for the Fund pursuant to this
Agreement, the Administrator shall be entitled to a fee based on the average net
assets of the Fund determined at the annual rate outlined in Attachment C of
this Agreement and applied to the average daily net assets of the Fund. Such
fees are to be computed daily and paid monthly on the first business day of the
following month. Upon any termination of this Agreement before the end of any
month, the fee for such part of the month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
5
<PAGE>
(b) For the purpose of determining fees payable to the Administrator,
the value of the Fund's net assets shall be computed as required by its
Prospectuses, generally accepted accounting principles and resolutions of the
Board.
(c) The Administrator will from time to time employ or associate with
such person or persons as may be fit to assist them in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
by both the Administrator and the Fund. The compensation of such person or
persons for such employment shall be paid by the Administrator and no obligation
will be incurred by or on behalf of the Fund in such respect.
(d) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the Fund
will be 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 the
Administrator, 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; provided, however, that, except as provided
in any distribution plan adopted by the Fund, the Fund will not bear, directly
or indirectly, the cost of any activity which is primarily intended to result in
the distribution of shares of the Fund. In addition, the Administrator may
utilize one or more independent pricing services, approved from time to time by
the Board, to obtain securities prices in connection with determining the net
asset values of the Fund, and the Fund will reimburse the Administrator for its
share of the cost of such services based upon its actual use of the services for
the benefit of the Fund.
5. Proprietary and Confidential Information. The Administrator agrees on
----------------------------------------
behalf of itself and its employees to treat confidentially and as proprietary,
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of their responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Administrator may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund. Waivers of
confidentiality are automatically effective without further action by the
Administrator with respect to Internal Revenue levies, subpoenas and similar
actions, or with respect to any request by the Fund.
6. Duties, Responsibilities and Limitation of Liability.
----------------------------------------------------
6
<PAGE>
(a) In the performance of its duties hereunder, the Administrator
shall be obligated to exercise due care and diligence and to act in good faith
in performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents, legal counsel and other
service providers which communications the Administrator reasonably believes to
be genuine, valid and authorized.
(b) Subject to the foregoing, the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss or expense suffered
by the Fund, in connection with the matters to which this Agreement relates,
except for a loss or expense resulting from willful misfeasance, bad faith or
gross negligence on the Administrator's part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of the Administrator, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with the Administrator's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
the Administrator even though paid by the Administrator. In no event shall the
Administrator be liable to the Fund or any other party for special or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Administrator has been advised of such loss or
damage and regardless of the form of action.
(c) The Administrator shall not be responsible for, and the Fund
shall indemnify and hold the Administrator harmless from and against, any and
all losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities, except for a loss or expense resulting from willful
misfeasance, bad faith or gross negligence on the Administrator's part in the
performance of its duties or from reckless disregard by the Administrator of its
obligations and duties under this Agreement, arising out of or attributable to:
(i) All actions of the Administrator or its officers,
employers or agents required to be taken pursuant to this Agreement;
(ii) The reliance on or use by the Administrator or its
officers, employers or agents of information, records, or documents which are
received by the Administrator or its officers, employers or agents and furnished
to it or them by or on behalf of the Fund, and which have been prepared or
maintained by the Fund or its officers, employees, or agents;
(iii) The Fund's refusal or failure to comply with the terms of
this Agreement or the Fund's lack of good faith, or its actions, or lack
thereof, involving gross negligence or willful misfeasance;
(iv) The taping or other form of recording of telephone
conversations or other forms of electronic communications with other agents of
the Fund, its investors and shareholders, or reliance by the Administrator on
telephone or other electronic
7
<PAGE>
instructions of any person acting on behalf of a shareholder or shareholder
account for which telephone or other electronic services have been authorized;
and
(v) The offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state resulting from
activities, actions, or omissions by the Fund or its officers, employees or
agents prior to the effective date of this Agreement.
(d) The Administrator shall indemnify and hold the Fund harmless from
and against any and all losses, damages, costs, charges, reasonable attorneys'
fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the terms
of this Agreement; the Administrator's breach of any representation or warranty
made by it herein; or the Administrator's lack of good faith, or acts involving
gross negligence, willful misfeasance or reckless disregard of its duties
hereunder.
7. Term. The Administrator will start the provision of the services
----
contemplated by this Agreement on the date first hereinabove written or whenever
the current service provider ceases to provide its services and the operative
terms of the Agreement will continue through April 15, 1999, unless sooner
terminated as provided herein. Thereafter, unless sooner terminated as provided
herein, this Agreement shall continue in effect from year to year provided such
continuance is specifically approved at least annually by the Board. This
Agreement is terminable, without penalty, by the Board or by the Administrator,
on not less than ninety (90) days' written notice. Except as provided in
Section 8 hereof, this Agreement shall automatically terminate upon its
assignment by the Administrator without the prior written consent of the Fund.
Upon termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of termination or the date that the provision of services ceases,
whichever is later.
8. Non-Assignability. This Agreement shall not be assigned by any of the
-----------------
parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as it deems necessary or appropriate, enter into subcontracts,
agreements and understandings with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the
Administrator from its obligations hereunder or the delegation of its duties to
another third party.
9. Force Majeure. The Administrator shall not be responsible or liable
-------------
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, civil or military authority or governmental actions, nor shall any such
failure or delay give the Fund the right to terminate this Agreement, unless
such failure or delay shall result in the Fund's inability to comply with the
requirements of state and federal law.
10. Use of Name. The Fund and the Administrator agree not to use the
-----------
other's name nor the names of such other's affiliates, designees or assignees in
any prospectus, sales literature
8
<PAGE>
or other printed material written in a manner not previously expressly approved
in writing by the other or such other's affiliates, designees or assignees
except where required by the SEC or any state agency responsible for securities
regulation.
11. Notice. Any notice required or permitted hereunder shall be in
------
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to the administrator
or the Fund: UAM FundsTrust
c/o United Asset Management Corporation
One International Place, 44th Floor
Boston, MA 02110
Attn: Gary L. French, President
With a copy to: Drinker, Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Attn: Audrey C. Talley, Esq.
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
12. Waiver. The failure of a party to insist upon strict adherence to
------
any term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. Severability. If any provision of this Agreement is invalid or
------------
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
14. Successor and Assigns. The covenants and conditions herein contained
---------------------
shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.
15. Governing Law. This Agreement shall be governed by Massachusetts law
-------------
including its choice of law provisions.
16. Amendments. This Agreement may be modified or amended from time to
----------
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.
UAM FUNDS TRUST
By: /s/ Gary L. French
------------------------------------
Name: Gary L. French
Title: Treasurer
UAM FUND SERVICES, INC.
By: /s/ Michael E. Defao
------------------------------------
Name: Michael E. Defao
Title: Vice President & General Counsel
10
<PAGE>
ATTACHMENT A
FUND ADMINISTRATION SERVICES
Compliance
- ----------
Prepare and update compliance manuals and procedures.
Assist in the training of portfolio managers, management and Fund accountants
concerning compliance manuals and procedures.
Monitor each Portfolio's compliance with investment restrictions (i.e. issuer or
industry diversification, etc.) listed in the current Prospectuses and Statement
of Additional Information. (Frequency - Daily)
Monitor each Portfolio's compliance with the requirements of the Internal
Revenue Code (the "Code") Section 851 for qualification as regulated investment
companies. (Frequency - Monthly)
Calculate and recommend dividend and capital gain distributions in accordance
with distribution policies detailed in the Prospectuses. (Frequency -
Determined by Prospectus)
Prepare year-end dividend and capital gain distributions to establish Fund's
status as RIC under Section 4982 of the Code regarding minimum distribution
requirements. File Federal Excise Tax Return (Form 8613). (Frequency -
Annually)
Mail quarterly requests for "Securities Transaction Reports" to the Fund's
Trustees/Directors and Officers and "access persons" under the terms of the
Fund's Code of Ethics and SEC regulations.
Monitor investment manager's compliance with Board directives such as "Approved
Issuers Listings for Repurchase Agreements" and provisions of Rule 2a-7 for
money market funds. (Frequency - Daily)
Review investments involving interests in any broker, dealer, underwriter or
investment adviser to ensure continued compliance with Section 12(d)(3) of the
1940 Act. (Frequency - Quarterly)
Monitor the Fund's brokerage allocation and prepare quarterly brokerage
allocation reports for Board meetings (consistent with reporting from the
current service provider).
A-1
<PAGE>
Reporting
- ---------
Prepare agreed upon management reports and Board materials such as unaudited
financial statements, distribution summaries and deviations of mark-to-market
valuation and the amortized cost for money market funds.
Report Fund performance to outside services as directed by Fund management.
Prepare and file Fund's Semi-Annual Reports on Form N-SAR with the SEC.
Prepare and file Portfolio Federal tax returns along with all state and local
tax returns and State Expense Limitation returns, where applicable.
Prepare and coordinate printing of Fund's Semi-Annual and Annual Reports to
shareholders.
File copies of every report to shareholders with the SEC under Rule 30b2-1.
Notify shareholders as to what portion, if any, of the distributions made by the
Fund during the prior fiscal year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees/Directors) to whom the Fund paid more than $600 during the year.
Administration
- --------------
Serve as officers of the Fund and attend Fund Board meetings.
Prepare Fund portfolio expense projections, establish accruals and review on a
periodic basis.
Expenses based on a percentage of Fund's average daily net assets (advisory and
administrative fees).
Expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
For new Portfolios, obtain Employer Identification Number and CUSIP number.
Estimate organization (offering) costs and monitor against actual disbursements.
Provide financial information for Fund proxies and Prospectuses (Expense Table).
Coordinate all communications and data collection with regards to any regulatory
examinations and yearly audit by independent accountants.
Act as liaison to investment advisors concerning new products.
A-2
<PAGE>
Legal Affairs
- -------------
Prepare and update documents, such as Articles of Incorporation/Declaration of
Trust, foreign corporation qualification filings, Bylaws and stock certificates.
Update and file post-effective amendments to the Fund's registration statement
on Form N-1A and prepare supplements as needed.
Prepare and file Rule 24f-2 Notice.
Prepare proxy materials and administer shareholder meetings.
Review contracts between the Fund and its service providers (must be sensitive
to conflict of interest situations).
Research technical issues and questions arising out of a Fund's special status
under the tax and securities laws and monitor legal trends, developments and
changes.
Apprise and train management and staff with respect to important legal issues.
Prepare and maintain all state registrations and exemptions of the Fund's
securities including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and final
prospectus and statement of additional information, and increasing registered
amounts of securities in individual states.
Review and monitor fidelity bond and errors and omissions insurance coverage and
make any related regulatory filings.
Prepare agenda and Board materials, including materials relating to contract
renewals, for all Board meetings.
Maintain minutes of Board and shareholder meetings.
Act as liaison with Fund's distributor and outside Fund counsel:
Coordinate and monitor the work of outside counsel.
Respond to questions from the investment advisors concerning legal
questions relating to investments.
A-3
<PAGE>
ATTACHMENT B
Domestic Fund Accounting Daily Reports
- --------------------------------------
A) General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C) Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E) Other
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
International Fund Accounting Daily Reports
- -------------------------------------------
A) General Ledger
1. Trial Balance Report
A-1
<PAGE>
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C) Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D) Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F) Other
1. Exchange Rate Report
A-2
<PAGE>
Monthly Fund Accounting Reports
- -------------------------------
A) Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet
B) International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
A-3
<PAGE>
ATTACHMENT C
FEE SCHEDULE TO THE FUND ADMINISTRATION AGREEMENT
I. Base Fee Schedule
-----------------
Fees for the services under the Fund Administration Agreement, the Fund
shall pay the Administrator monthly fees for its services calculated at the
following annual rate set forth below:
. $52,500 for the first operational Class of a Portfolio; plus
. $7,500 for each additional operational Class of a Portfolio; plus
. 0.04% of the total net assets of the Funds; minus
. Its pro rata portfolio $250,000 for legal services that the
Administrator provides to the Fund.
II. Fund-Specific Fee Schedule
--------------------------
All portfolios will be billed a fee ranging from 2 to 6 Basis Points, in
addition to the Base fee in I. above, in accordance with the attached
Exhibit 1.
These fees do not include out-of-pocket expenses, which under this Agreement
will be billed separately.
C-1
<PAGE>
EXHIBIT P
SEC FILINGS
POWER OF ATTORNEY
The undersigned Trustee/Director of UAM Funds, Inc. and UAM Funds Trust
(the "Funds") hereby appoints Michael E. DeFao and Audrey C. Talley his true and
lawful attorneys-in-fact with authority to execute in the name of such
Trustee/Director on behalf of the Fund and to file with the U.S. Securities and
Exchange Commission, Commodity Futures Trading Commission, National Futures
Association or any other federal or state regulatory body ("Regulatory Agency"),
on behalf of the Fund any and all regulatory materials necessary or advisable to
enable the Fund to comply with the Securities Act of 1933, as amended, and/or
the Investment Company Act of 1940, as amended, and other pertinent federal
securities statutes, and any other rules, regulations and requirements of such
Regulatory Agency. The powers of the aforesaid attorneys-in-fact are hereby
expressly limited to the execution and filing of such documents with the
appropriate Regulatory Agency.
/s/ James P. Papas
--------------------
James P. Pappas
Date: December 11, 1998
