<PAGE>
UAM Funds
Funds for the Informed Investor(SM)
TJ Core Equity Portfolio
Annual Report April 30, 1999
[LOGO OF UAM FUNDS APPEARS HERE]
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Shareholders' Letter........................................................ 1
Portfolio of Investments.................................................... 4
Statement of Assets and Liabilities......................................... 7
Statement of Operations..................................................... 8
Statement of Changes in Net Assets.......................................... 9
Financial Highlights........................................................ 10
Notes to Financial Statements............................................... 11
Report of Independent Accountants........................................... 16
</TABLE>
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<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
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May 1999
Dear Shareholders,
The domestic stock market continues to attract investment dollars as success
breeds optimism. Since 1998 was the fourth consecutive year that the S & P 500
Index has returned greater than 20%-a feat it had never before done three
years in a row- investors feel that these returns should continue like iner-
tia. Economically speaking, the "misery index" and the Phillips Curve have
rarely been better. These interconnected measures formerly were the Federal
Reserve's guidelines. The misery index (add the inflation rate and the unem-
ployment rate) has seldom been lower. The Phillips Curve (low unemployment
leads to high wage growth) has not been felt yet. Since inflation is under
control and low unemployment has not led to higher wage growth, Alan Greenspan
can let the financial markets set interest rates and not the Federal Reserve
Board. This backdrop of a healthy economy has been a driving force for the in-
vestor to continue to want to own a piece of corporate America. The combina-
tion of optimistic investors and Alan Greenspan's virtuoso performance has one
concomitant negative-overvaluation.
Investment Strategies and Techniques Used during the Year:
The TJ Core Equity Portfolio seeks maximum total return consistent with rea-
sonable risk to principal. The heightened performance and valuation in the
present-day market has provided many opportunities to benefit from the extreme
valuation moves in this environment. Even though the overall market is poised
at high valuation levels, there are a myriad of companies that have not bene-
fited from these PE multiples. There has been a select fraternity of chosen
great companies that are responsible for most of the overvaluation in the mar-
ket. By selectively reducing exposure to those companies and reinvesting in
much more reasonably priced companies, the Fund is able to increase the defen-
sive nature of the portfolio for the inevitable corrections that occur at
these valuation levels. The Fund constantly monitors its holdings and periodi-
cally will cull stocks whose multiples have risen too far, too fast. Equally
as important, the Fund will add new names with below market multiples. Addi-
tionally, our current holdings are monitored to see if more shares should be
bought for holdings which have been punished because the market didn't like
the sector. This rotation from outperformers to future outperformers is analo-
gous to reaping profits and sowing seeds for next year's crop. The pruning,
weeding, and planting new names keeps the portfolio constantly monitoring the
holdings for better companies to replace current holdings.
1
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
Portfolio Performance for the Year Ended April 30, 1999:
The TJ Core Equity Fund had a return of 27.34% versus the S & P 500 of 21.83%
for the twelve months ended April 30, 1999. These returns exceed our expecta-
tions due to some fortunate holdings that have either outperformed sooner than
expected or due to being taken over at above market prices. Two of the Fund's
energy companies (Amoco and Mobil) were acquired by other energy companies.
The Fund had two undermanaged industrial companies (General Signal and AMP)
that were acquired by much more aggressive/shareholder friendly companies. The
Fund owned a paper company (Union Camp) that was acquired by another paper
company. Most recently the Fund owned-in fact bought just last year-MediaOne,
which has just been acquired by AT&T. These six holdings significantly con-
tributed to the outperformance of the Fund during the last twelve months. The
ten largest holdings in the Portfolio as of April 30, 1999 were as follows:
MediaOne Group, Inc., Tyco International Ltd., Elf Aquitaine S.A. ADR, Bank of
America Corp., Coastal Corp., Hartford Financial Services Group, Inc., E.I. du
Pont de Nemours & Co., Fannie Mae, Block (H&R), Inc., Raytheon Co., Class B.
While the Fund doesn't specifically target companies that will be acquired,
the types of companies that the Fund purchases are similar to those that are
also attractive for other companies to acquire.
Tom Johnson Investment Management, Inc.
The investment results presented in the Adviser's letter represent past per-
formance and should not be construed as a guarantee of future results. A Port-
folio's performance assumes the reinvestment of all dividends and distribu-
tions.
There are no assurances that a Portfolio will meet its stated objectives.
The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than their
original cost.
A Portfolio's holdings are subject to change because it is actively managed.
Portfolio changes should not be considered recommendations for action by indi-
vidual investors.
Definition of the Comparative Index
-----------------------------------
S&P 500 Index is an unmanaged index composed of 400 industrial stocks, 40 fi-
nancial stocks, 40 utility stocks and 20 transportation stocks.
The comparative index assumes reinvestment of dividends and, unlike a
Portfolio's returns, does not reflect any fees or expenses. If such fees were
reflected in the comparative index's returns, the performance would have been
lower.
Please note that one cannot invest directly in an unmanaged index.
2
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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[LINE GRAPH APPEARS HERE]
TJ Core Equity Portfolio S&P 500 Index
------------------------ -------------
9/28/95* 10,000 10,000
1996 11,113 11,335
1997 13,351 14,182
1998 18,164 20,005
1999 23,130 24,372
3
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 95.2%
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
BASIC MATERIALS - 4.5%
Du Pont (E.I.) de Nemours & Co. ..................... 8,200 $ 579,125
Union Camp Corp. .................................... 4,800 381,000
------------
960,125
------------
CAPITAL GOODS - 10.1%
General Electric Co. ................................ 3,600 379,800
Minnesota Mining & Manufacturing Co. ................ 5,300 471,700
*SPX Corp. .......................................... 4,672 305,140
Textron, Inc. ....................................... 3,800 350,075
Tyco International Ltd. ............................. 8,176 664,300
------------
2,171,015
------------
COMMUNICATION SERVICES - 1.7%
AT&T Corp. .......................................... 7,050 356,025
------------
CONSUMER CYCLICALS - 14.2%
Block (H&R), Inc. ................................... 11,100 534,188
Dayton Hudson Corp. ................................. 5,500 370,219
Dun & Bradstreet Corp. .............................. 12,600 463,050
Gannett Co. ......................................... 4,900 346,981
ITT Industries, Inc. ................................ 11,100 399,600
Jostens, Inc. ....................................... 10,700 229,381
The Limited, Inc. ................................... 9,600 420,000
*Toys 'R' Us, Inc. .................................. 12,100 263,175
------------
3,026,594
------------
CONSUMER STAPLES - 15.8%
Heinz (H.J.) Co. .................................... 11,300 527,569
McDonald's Corp. .................................... 12,100 512,737
*MediaOne Group, Inc. ............................... 8,300 676,969
PepsiCo, Inc. ....................................... 14,200 524,512
Philip Morris Cos., Inc. ............................ 8,000 280,500
Sara Lee Corp. ...................................... 18,800 418,300
*Tricon Global Restaurants, Inc. .................... 6,800 437,750
------------
3,378,337
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
ENERGY - 6.7%
Elf Aquitaine S.A. ADR............................... 8,400 $ 656,250
Mobil Corp. ......................................... 4,600 481,850
Schlumberger Ltd. ................................... 4,800 306,600
------------
1,444,700
------------
FINANCE, INSURANCE & REAL ESTATE - 14.7%
Allstate Corp. ...................................... 11,100 403,763
Bank of America Corp. ............................... 8,900 640,800
Equity Residential Properties Trust REIT............. 11,100 513,375
Fannie Mae........................................... 7,800 553,312
First Union Corp. ................................... 7,800 431,925
Hartford Financial Services Group, Inc. ............. 10,200 601,162
------------
3,144,337
------------
HEALTH CARE - 8.6%
Allergan, Inc. ...................................... 3,300 296,588
American Home Products Corp. ........................ 3,200 195,200
Bristol-Myers Squibb Co. ............................ 7,300 464,006
Johnson & Johnson.................................... 4,500 438,750
Merck & Co., Inc. ................................... 6,200 435,550
------------
1,830,094
------------
TECHNOLOGY - 14.2%
Avnet, Inc. ......................................... 4,300 182,481
*BMC Software, Inc. ................................. 9,300 399,900
Compaq Computer Corp. ............................... 11,300 252,131
Computer Associates International, Inc. ............. 7,400 315,888
Intel Corp. ......................................... 4,800 293,400
International Business Machines Corp. ............... 2,200 460,213
Lucent Technologies, Inc. ........................... 5,600 336,700
Raytheon Co., Class A................................ 500 34,594
Raytheon Co., Class B................................ 7,600 533,900
Xerox Corp. ......................................... 3,800 223,250
------------
3,032,457
------------
TRANSPORTATION - 1.8%
Southwest Airlines Co. .............................. 12,000 390,750
------------
UTILITIES - 2.9%
Coastal Corp. ....................................... 16,200 619,650
------------
TOTAL COMMON STOCKS (Cost $16,769,857)........................... 20,354,084
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
APRIL 30, 1999
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENT - 9.9%
<TABLE>
<CAPTION>
Face
Amount Value+
----------- ------------
<S> <C> <C>
REPURCHASE AGREEMENT
Chase Securities, Inc. 4.87%, dated 4/30/99, due
05/03/99, to be repurchased at $2,118,860,
collateralized by $1,958,711 of various U.S.
Treasury Notes, 5.50%-7.00%, due 5/15/06-5/15/08,
valued at $2,119,116 (Cost $2,118,000)............ $ 2,118,000 $ 2,118,000
------------
TOTAL INVESTMENTS - 105.1% (Cost $18,887,857)(a)............... 22,472,084
------------
OTHER ASSETS AND LIABILITIES (NET) - (5.1)%.................... (1,096,432)
------------
NET ASSETS - 100%.............................................. $ 21,375,652
============
</TABLE>
+
See Note A to Financial Statements.
*
Non-Income Producing Security.
ADR
American Depositary Receipt.
REIT
Real Estate Investment Trust
(a)
The cost for federal income tax purposes was $18,887,857. At April 30,
1999, net unrealized appreciation for all securities based on tax cost was
$3,584,227. This consisted of aggregate gross unrealized appreciation for
all securities of $3,954,844 and aggregate gross unrealized depreciation
for all securities of $370,617.
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<S> <C>
Assets
Investments, at Cost............................................... $18,887,857
===========
Investments, at Value - Note A..................................... $22,472,084
Cash............................................................... 567
Receivable for Portfolio Shares Sold............................... 92,663
Receivable for Investments Sold.................................... 42,008
Dividends Receivable............................................... 4,626
Interest Receivable................................................ 286
Receivable from Investment Adviser - Note B........................ 3,181
Other Assets....................................................... 81
-----------
Total Assets...................................................... 22,615,496
-----------
Liabilities
Payable for Investments Purchased.................................. 1,194,306
Payable for Portfolio Shares Redeemed.............................. 7,478
Payable for Administrative Fees - Note C........................... 8,456
Payable for Custodian Fees - Note D................................ 1,334
Payable for Distribution and Service Fees - Note E................. 8,874
Payable for Trustees' Fees - Note G................................ 648
Other Liabilities.................................................. 18,748
-----------
Total Liabilities................................................. 1,239,844
-----------
Net Assets......................................................... $21,375,652
===========
Net Assets Consist Of:
Paid in Capital.................................................... $16,825,791
Accumulated Net Realized Gain...................................... 965,634
Unrealized Appreciation............................................ 3,584,227
-----------
Net Assets......................................................... $21,375,652
===========
Institutional Service Class Shares
Shares Issued and Outstanding (Unlimited authorization, no par
value)........................................................... 1,086,036
Net Asset Value, Offering and Redemption Price Per Share.......... $19.68
======
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
UAM FUNDS TJ CORE EQUITY PORTFOLIO
FOR THE YEAR ENDED APRIL 30, 1999
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
<TABLE>
<S> <C>
Investment Income
Dividends......................................................... $ 187,212
Interest.......................................................... 45,953
----------
Total Income..................................................... 233,165
----------
Expenses
Investment Advisory Fees - Note B................................. 99,818
Administrative Fees - Note C...................................... 89,208
Distribution and Service Fees - Note E............................ 32,733
Printing Fees..................................................... 17,754
Registration and Filing Fees...................................... 15,158
Audit Fees........................................................ 13,500
Custodian Fees - Note D........................................... 6,854
Account Services Fees - Note F.................................... 4,396
Legal Fees........................................................ 2,778
Trustees' Fees - Note G........................................... 2,602
Shareholder Servicing Fees........................................ 2,201
Other Expenses.................................................... 5,244
Account Services Fees Waived - Note F............................. (4,396)
Investment Advisory Fees Waived - Note B.......................... (99,818)
Expenses Assumed by the Adviser - Note B.......................... (21,646)
----------
Net Expenses..................................................... 166,386
----------
Net Investment Income............................................. 66,779
----------
Net Realized Gain on Investments.................................. 1,946,443
Net Change in Unrealized Appreciation/Depreciation
of Investments................................................... 1,366,944
----------
Net Gain on Investments........................................... 3,313,387
----------
Net Increase in Net Assets Resulting From
Operations....................................................... $3,380,166
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Years Ended April 30,
1999 1998
----------- -----------
<S> <C> <C>
Increase (Decrease) In Net Assets
Operations:
Net Investment Income............................... $ 66,779 $ 62,009
Net Realized Gain................................... 1,946,443 512,167
Net Change in Unrealized Appreciation/Depreciation.. 1,366,944 1,815,201
----------- -----------
Net Increase in Net Assets Resulting from
Operations......................................... 3,380,166 2,389,377
----------- -----------
Distributions:
Net Investment Income............................... (70,889) (64,393)
Net Realized Gain................................... (1,356,689) (179,488)
----------- -----------
Total Distributions................................. (1,427,578) (243,881)
----------- -----------
Capital Share Transactions: (1)
Issued.............................................. 13,608,111 9,086,285
In Lieu of Cash Distributions....................... 1,401,408 241,967
Redeemed............................................ (6,934,498) (3,014,063)
----------- -----------
Net Increase from Capital Share Transactions........ 8,075,021 6,314,189
----------- -----------
Total Increase...................................... 10,027,609 8,459,685
Net Assets:
Beginning of Year................................... 11,348,043 2,888,358
----------- -----------
End of Year (including undistributed net investment
income of $0 and $83, respectively)................ $21,375,652 $11,348,043
=========== ===========
(1) Shares Issued and Redeemed:
Shares Issued....................................... 743,287 610,019
In Lieu of Cash Distributions....................... 82,754 15,730
Redeemed............................................ (395,969) (191,077)
----------- -----------
430,072 434,672
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
<TABLE>
<CAPTION>
September 28,
1995* to
Years Ended April 30, April 30,
1999 1998 1997 1996
------- ------- ------- -------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 17.30 $ 13.05 $ 11.05 $ 10.00
------- ------- ------- -------
Income From Investment Operations
Net Investment Income............... 0.10 0.10 0.12 0.06
Net Realized and Unrealized Gain on
Investments........................ 4.29 4.55 2.08 1.05
------- ------- ------- -------
Total from Investment Operations.... 4.39 4.65 2.20 1.11
------- ------- ------- -------
Distributions
Net Investment Income............... (0.10) (0.11) (0.11) (0.06)
Net Realized Gain................... (1.91) (0.29) (0.09) --
------- ------- ------- -------
Total Distributions................. (2.01) (0.40) (0.20) (0.06)
------- ------- ------- -------
Net Asset Value, End of Period....... $ 19.68 $ 17.30 $ 13.05 $ 11.05
======= ======= ======= =======
Total Return+........................ 27.34% 36.05% 20.14% 11.13%***
======= ======= ======= =======
Ratios and Supplemental Data
Net Assets, End of Period
(Thousands)......................... $21,376 $11,348 $ 2,888 $ 1,023
Ratio of Expenses to Average Net
Assets.............................. 1.25% 1.25% 1.26% 1.38%**
Ratio of Net Investment Income to
Average Net Assets.................. 0.50% 0.74% 1.07% 1.06%**
Portfolio Turnover Rate.............. 54% 52% 27% 17%
Ratio of Voluntarily Waived Fees and
Expenses Assumed by the Adviser to
Average Net Assets.................. 0.95% 1.52% 5.38% 12.48%**
Ratio of Expenses to Average Net
Assets Including Expense Offsets.... 1.25% 1.25% 1.25% 1.25%**
</TABLE>
* Commencement of Operations
** Annualized
*** Not Annualized
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
The accompanying notes are an integral part of the financial statements.
10
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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NOTES TO FINANCIAL STATEMENTS
UAM Funds Trust and UAM Funds, Inc. (collectively the "UAM Funds") are reg-
istered under the Investment Company Act of 1940, as amended. The TJ Core Eq-
uity Portfolio (the "Portfolio"), a portfolio of UAM Funds Trust, is a diver-
sified, open-end management investment company. At April 30, 1999, the UAM
Funds were comprised of 44 active portfolios. The information presented in the
financial statements pertains only to the Portfolio. The objective of the
Portfolio is to provide maximum total return consistent with reasonable risk
to principal by investing in the common stock of quality companies with lower
valuations in sectors of the economy exhibiting strong, or improving relative
performance.
A. Significant Accounting Policies: The following significant accounting
policies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may require
Management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results may differ from
those estimates.
1. Security Valuation: Investments for which market quotations are read-
ily available are stated at market value, which is determined using the
last reported sales price from the exchange where the security is primar-
ily traded. If no sales are reported, as in the case of some securities
traded over-the-counter, the market value is determined by using the aver-
age between the last reported bid and last reported offer prices quoted on
such day. Short-term investments that have remaining maturities of sixty
days or less at time of purchase are valued at amortized cost, if it ap-
proximates market value. The value of other assets and securities for
which no quotations are readily available is determined in good faith at
fair value following procedures approved by the Board of Trustees.
2. Federal Income Taxes: It is the Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provi-
sion for Federal income taxes is required in the financial statements.
3. Repurchase Agreements: In connection with transactions involving re-
purchase agreements, the Portfolio's custodian bank takes possession of
the underlying securities ("collateral"), the value of which exceeds the
principal amount of the repurchase transaction, including accrued inter-
est. To the extent that any repurchase transaction exceeds one business
day, the value of the collateral is monitored on a daily basis to deter-
mine the adequacy of the
11
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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collateral. In the event of default on the obligation to repurchase, the
Portfolio has the right to liquidate the collateral and apply the proceeds
in satisfaction of the obligation. In the event of default or bankruptcy
by the counterparty to the agreement, realization and/or retention of the
collateral or proceeds may be subject to legal proceedings.
Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the UAM Funds may transfer their daily uninvested cash bal-
ances into a joint trading account which invests in one or more repurchase
agreements. This joint repurchase agreement is covered by the same collat-
eral requirements as discussed above.
4. Distributions to Shareholders: The Portfolio will distribute substan-
tially all of its net investment income quarterly. Any realized net capi-
tal gains will be distributed at least annually. All distributions are re-
corded on ex-dividend date.
The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations
which may differ from generally accepted accounting principles. These dif-
ferences are primarily due to differing book and tax treatments in the
timing of the recognition of gains or losses on investments.
Permanent book and tax basis differences relating to shareholder distri-
butions resulted in reclassifications of $4,027 to decrease undistributed
net investment loss and $4,027 to decrease accumulated net realized gain.
Permanent book-tax differences, if any, are not included in ending un-
distributed net investment income (loss) for the purpose of calculating
net investment income (loss) per share in the financial highlights.
5. Other: Security transactions are accounted for on trade date, the
date the trade is executed. Costs used in determining realized gains and
losses on the sale of investment securities are based on the specific
identification method. Dividend income is recorded on the ex-dividend
date. Interest income is recognized on the accrual basis. Most expenses of
the UAM Funds can be directly attributed to a particular portfolio. Ex-
penses that cannot be directly attributed to a portfolio or share class
are apportioned among the portfolios of the UAM Funds based on their rela-
tive net assets. Custodian fees for the Portfolio are shown gross of ex-
pense offsets, if any, for custodian balance credits.
12
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
B. Investment Advisory Services: Under the terms of an investment advisory
agreement, Tom Johnson Investment Management, Inc. (the "Adviser"), a subsidi-
ary of United Asset Management Corporation ("UAM"), provides investment advi-
sory services to the Portfolio at a monthly fee calculated at an annual rate
of 0.75% of average daily net assets for the month. Through January 1, 2001,
the Adviser has voluntarily agreed to waive a portion of its advisory fees and
to assume expenses, if necessary, in order to keep the Portfolio's total an-
nual operating expenses, after the effect of expense offset arrangements, from
exceeding 1.25% of average daily net assets.
C. Administrative Services: UAM Fund Services, Inc. (the "Administrator"), a
wholly-owned subsidiary of UAM, provides and oversees administrative, fund ac-
counting, dividend disbursing, shareholder servicing and transfer agent serv-
ices to the Portfolio under a Fund Administration Agreement (the "Agreement").
The Administrator has entered into a Mutual Funds Service Agreement with Chase
Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase
Manhattan Bank, under which CGFSC provides certain services including adminis-
trative, fund accounting, dividend disbursing, shareholder servicing and
transfer agent services.
Pursuant to the Agreement, the Portfolio pays the Administrator a two part
monthly fee:
--a Portfolio-specific monthly fee of 0.04% per annum of the average daily
net assets of the Portfolio which is retained by the Administrator.
--a sub-administration fee (the "Sub-Administration Fee") which the Admin-
istrator in turn pays to CGFSC on a monthly basis. Until October 23,
1998 the sub-administration fee was calculated on the combined aggregate
net assets of the funds administered by UAM at the following rates:
0.19% of the first $200 million; plus 0.11% of the next $800 million;
plus 0.07% of the next $2 billion; plus 0.05% of the combined aggregate
net assets in excess of $3 billion. The Sub-Administration Fee was allo-
cated among the portfolios of the UAM Funds on the basis of their rela-
tive net assets and was subject to a graduated minimum fee schedule per
portfolio, which increased from $2,000 per month, upon inception of a
portfolio, to $70,000 annually after two years. For portfolios with more
than one class of shares, the minimum annual fee increased to $90,000
over the same period.
Effective October 23, 1998, the Mutual Funds Service Agreement with CGFSC
was revised to exclude dividend disbursing, shareholder servicing and transfer
agent services. Pursuant to the revised Mutual Funds Service Agreement, the
Sub-Administration Fee paid by the Portfolio to the Administrator and in turn
13
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
paid to CGFSC is calculated at an annual rate of no more than $52,500 for the
first operational share class, plus 0.039% of their pro rata share of the com-
bined average net assets of the UAM Funds.
For the year ended April 30, 1999, UAM Funds Services, Inc. earned $89,208
from the Portfolio as Administrator, of which $68,705 was paid to CGFSC for
its services.
Effective October 23, 1998, dividend disbursing and transfer agent services
were sub-contracted to DST Systems, Inc., and shareholder servicing has been
sub-contracted to UAM Shareholder Service Center, Inc., an affiliate of UAM.
The Portfolio pays dividend disbursing, transfer agent and shareholder servic-
ing fees to the Administrator who in turn pays them to DST Systems, Inc. and
UAM Shareholder Services Center, Inc., as appropriate. For the year ended
April 30, 1999, the Portfolio incurred $4,739 in shareholder servicing fees
with the UAM Shareholder Service Center, Inc. This fee is based on the number
of classes and shareholder accounts.
Effective April 15, 1999, in exchange for certain administrative services,
the Portfolio pays the Administrator an annual base fee, which is retained by
the Administrator, calculated at the annual rate equal to $14,500 for the
first operational share class and $3,000 for each additional class.
D. Custodian: The Chase Manhattan Bank is custodian for the Portfolio's as-
sets held in accordance with the custodian agreement.
E. Distribution Services: UAM Fund Distributors, Inc. (the "Distributor"), a
wholly-owned subsidiary of UAM, distributes the shares of the Portfolio. The
Portfolio has adopted Distribution and Service Plans (the "Plans") pursuant to
Rule 12b-1 under the Investment Company Act of 1940. Under the Plans, the
Portfolio may not incur distribution and service fees which exceed an annual
rate of 0.75% of the Portfolio's net assets, however, the Board has currently
limited aggregate payments under the Plans to 0.50% per annum of the Portfo-
lio's net assets. The Portfolio is not currently making payments for distribu-
tion fees, however the Portfolio does pay service fees at an annual rate of
0.25% of the average daily value of shares owned by clients of the Service
Agents.
F. Account Services: Through January 1, 1999, the UAM Funds had contracted
with UAM Retirement Plan Services, Inc. (the "Service Provider"), a wholly-
owned subsidiary of UAM, to perform certain services for participants in a
self-directed, defined contribution plan, and for whom the Service Provider
provided participant record keeping. Pursuant to the terms of the agreement,
the Serv-
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UAM FUNDS TJ CORE EQUITY PORTFOLIO
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ice Provider was entitled to receive, after the end of each month, a fee at
the annual rate of 0.15% of the average aggregate daily net asset value of
shares of the UAM Funds in the accounts for which it provided services. The
Service Provider had voluntarily agreed to waive its fees in order to keep the
Portfolio's total annual operating expenses from exceeding 1.25% of average
daily net assets. The agreement was terminated effective January 1, 1999.
G. Trustees' Fees: Each Trustee, who is not an officer or affiliated person,
receives $2,000 per meeting attended plus reimbursement of expenses incurred
in attending Trustee meetings, which is allocated proportionally among the ac-
tive portfolios of UAM Funds, plus a quarterly retainer of $150 for each ac-
tive portfolio of the UAM Funds.
H. Purchases and Sales: For the year ended April 30, 1999, the Portfolio
made purchases of $12,959,232 and sales of $6,757,188 of investment securities
other than long-term U.S. Government and short-term securities. There were no
purchases or sales of long-term U.S. Government securities.
I. Line of Credit: The Portfolio, along with certain other portfolios of UAM
Funds, collectively entered into an agreement which enables them to partici-
pate in a $100 million unsecured line of credit with several banks. Borrowings
will be made solely to temporarily finance the repurchase of capital shares.
Interest is charged to each participating Portfolio based on its borrowings at
a rate per annum equal to the Federal Funds rate plus 0.50%. In addition, a
commitment fee of 0.08% per annum, payable at the end of each calendar quarter
is accrued by each participating Portfolio based on its average daily unused
portion of the line of credit. During the year ended April 30, 1999, the Port-
folio had no borrowings under the agreement.
J. Other: At April 30, 1999, 74% of total shares outstanding were held by 3
record shareholders, each owning more than 10% or greater of the aggregate to-
tal shares outstanding.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
UAM Funds Trust and Shareholders of
TJ Core Equity Portfolio
In our opinion, the accompanying statement of assets and liabilities, includ-
ing the portfolio of investments, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the TJ Core Equity Portfolio (the
"Portfolio"), a Portfolio of the UAM Funds Trust, at April 30, 1999, and the
results of its operations, the changes in its net assets and the financial
highlights for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of
the Portfolio's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reason-
able assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence support-
ing the amounts and disclosures in the financial statements, assessing the ac-
counting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at April 30, 1999 by corre-
spondence with the custodian, provide a reasonable basis for the opinion ex-
pressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 18, 1999
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Federal Income Tax Information: (Unaudited)
For the year ended April 30, 1999, the percentage of dividends paid from in-
vestment company taxable income that qualify for the 70% dividend received de-
duction for corporate shareholders is 45.70% for the TJ Core Equity Portfolio.
TJ Core Equity Portfolio hereby designates approximately $1,031,872 as a 20%
long-term capital gain dividends for the purpose of the dividend paid deduc-
tion on their federal income tax returns.
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Officers and Trustees
Norton H. Reamer William H. Park
Trustee, President and Chairman Vice President
John T. Bennett, Jr. Michael E. DeFao
Trustee Secretary
Nancy J. Dunn Gary L. French
Trustee Treasurer
Philip D. English Robert R. Flaherty
Trustee Assistant Treasurer
William A. Humenuk Michael J. Leary
Trustee Assistant Treasurer
James P. Pappas Michelle Azrialy
Trustee Assistant Secretary
Peter M. Whitman, Jr.
Trustee
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UAM Funds
P.O. Box 419081
Kansas City, MO 64141-6081
(toll free)
1-877-UAM-LINK (826-5465)
www.uam.com
Investment Adviser
Tom Johnson Investment Management, Inc.
211 North Robinson, Suite 450
Oklahoma City, OK 73102
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
This report has been prepared for
shareholders and may be distributed
to others only if preceded or
accompanied by a current prospectus.
