<PAGE>
UAM Funds
Funds for the Informed Investor(SM)
Pell Rudman
Mid-Cap Growth Portfolio
Annual Report April 30, 1999
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[LOGO OF UAM FUNDS APPEARS HERE]
<PAGE>
UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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TABLE OF CONTENTS
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<TABLE>
<S> <C>
Shareholders' Letter........................................................ 1
Portfolio of Investments.................................................... 5
Statement of Assets and Liabilities......................................... 9
Statement of Operations..................................................... 10
Statement of Changes in Net Assets.......................................... 11
Financial Highlights........................................................ 12
Notes to Financial Statements............................................... 13
Report of Independent Accountants........................................... 18
</TABLE>
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<PAGE>
UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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May 21, 1999
Dear Shareholder:
We welcome this opportunity to review the economic and market conditions that
have affected the Pell Rudman Mid-Cap Growth Portfolio for the period ending
April 30, 1999 as well as the outlook for the balance of 1999.
Performance Summary
From the Portfolio's commencement on September 10, 1998 through April 30, 1999
the Pell Rudman Mid-Cap Growth Portfolio produced a return of 27.50%, a large
portion of which was generated in the strong market rebound from October
through December. This compares to a return of 34.78% for our benchmark, the
Russell Mid-Cap Growth Index. For the four months ended April 30, the Portfo-
lio returned 2.57% versus 6.88% for the benchmark.
Overview of Economic and Market Conditions
The Dow Jones Industrial Average reached a new milestone on March 29, closing
above 10,000 for the first time. Otherwise, the behavior of the economy and
financial markets could best be described as "more of the same." The U.S.
economy remained vibrant, inflation stayed tame, and interest rates-though
volatile-stabilized in a trading range.
Our outlook for the economy is positive for the balance of 1999. We continue
to expect a slowdown from the extraordinarily strong growth of the fourth cal-
endar quarter to a more moderate, though still solid, growth track. Some of
the first quarter's strong economic activity was probably due to the acceler-
ated pace of tax refunds and the tax cut effect of the big drop in gasoline
prices. The stimulative impact of these factors is now largely behind us. Nev-
ertheless, a vibrant job-market, rising real after-tax incomes, confident con-
sumers, and companies investing in productivity-enhancing technology provide
the makings for continued momentum on the economic front.
The only warning sign on inflation has been the rebound in energy prices off
very depressed levels. Importantly, other commodities have not followed suit.
Productivity rates have improved, enabling corporations to absorb wage gains
without a pass-through to higher prices. In short, reported inflation may have
stopped improving, but is expected to remain well contained, and we expect
Federal Reserve monetary policy, though biased to tighten, will remain on
"hold" for the remainder of this millennium.
1
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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The economic fundamentals, coupled with a generally benign interest-rate re-
gime, should be supportive for equities-growth stocks in particular.
The narrowness of leadership evident most of last year carried over into early
1999. Large capitalization stocks generally outperformed their mid-cap and
small-cap counterparts. In March and April we began to see signs of a broaden-
ing equities market and believe that the combination of excellent relative
valuations and sound fundamental earnings prospects in the mid cap sector will
continue to be recognized.
Nonetheless, the first quarter was a challenge for mid-cap investors. The re-
turn of the Russell Mid-Cap Growth Index was skewed by results in a few very
hot sectors. Internet and telecom equipment stocks provided the majority of
the index's positive return. Large recoveries in a few deeply depressed indus-
tries was another factor. Surprisingly, stocks with little or no earnings sig-
nificantly outperformed the bulk of their more reasonably priced brethren.
The combination of these factors made it relatively difficult for our Portfo-
lio, which is constructed from quality growth stocks diversified across many
industries to keep pace.
The largest contributors to our performance were in the cable and media indus-
tries. A few consumer and financial stocks also had noticeable gains. Our
largest losses were in technology services.
We sold stock that displayed deteriorating fundamentals. Corporate profit
growth has become more sluggish and individual company earnings expectations
are more vulnerable to downward revisions. We remain vigilant in our sell dis-
cipline. We look to replace these with new holdings where growth prospects are
more solid. The Portfolio is currently fully-invested across a broad spectrum
of industries.
We believe adherence to our investment philosophy will inure to the long term
benefit of our shareholders.
Pell Rudman Trust Company, N.A.
The investment results presented in the Adviser's letter represent past
performance and should not be construed as a guarantee of future results. A
Portfolio's performance assumes the reinvestment of all dividends and
distributions.
There are no assurances that a Portfolio will meet its stated objectives.
The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than their
original cost.
A Portfolio's holdings are subject to change because it is actively managed.
Portfolio changes should not be considered recommendations for action by
individual investors.
2
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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Definition of the Comparative Indices
-------------------------------------
Dow Jones Industrial Average is a price-weighted average of thirty blue-chip
stocks that are generally the leaders in their industry and are listed on the
New York Stock Exchange. It has been a widely followed indicator of the stock
market since October 1, 1928.
Russell Mid-Cap Growth Index is composed of the 800 smallest companies in the
Russell 1000 Index, with higher price-to-book ratios and higher forecasted
growth values.
The comparative indices assume reinvestment of dividends and, unlike a
Portfolio's returns, do not reflect any fees or expenses. If such fees were
reflected in the comparative indices' returns, the performance would have been
lower.
Please note that one cannot invest directly in an unmanaged index.
3
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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[CHART APPEARS HERE]
Growth of a $10,000 Investment
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TOTAL RETURN**
FOR PERIOD ENDED APRIL 30, 1999
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SINCE 9/10/98*
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27.50%
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Pell Rudman Mid-Cap Russell Mid-Cap
Growth Portfolio Growth Index
---------------- ------------
9/10/98* $10,000 $10,000
4/30/99 $12,750 $13,478
* Beginning of operations. Index comparisons begin on 8/13/98.
** If the Adviser and/or Portfolio service providers had not limited certain
expenses, the Portfolio's total return would have been lower.
The investment results represent past performance and should not be construed as
a guarantee of future results. The investment return and principal value of an
investment will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
The comparative index assumes reinvestment of dividends and, unlike the
Portfolio's returns, does not reflect any fees or expenses. If such fees were
reflected in the comparative index's return, the performance would have been
lower.
4
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 97.5%
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
AUTOMOTIVE - 0.6%
Harley-Davidson, Inc. ............................... 600 $ 35,775
------------
BANKS - 2.4%
Northern Trust Corp. ................................ 885 82,416
TCF Financial Corp. ................................. 2,375 68,875
------------
151,291
------------
BEVERAGES, FOOD & TOBACCO - 1.0%
*Foodmaker, Inc. .................................... 2,625 63,328
------------
BROADCASTING & PUBLISHING - 12.0%
*Chancellor Media Corp. ............................. 1,450 79,569
*Clear Channel Communications, Inc. ................. 2,885 200,508
E.W. Comcast Corp., Class A.......................... 2,725 178,998
*Heftel Broadcasting Corp. .......................... 1,310 71,231
*Outdoor Systems, Inc. .............................. 4,395 110,699
*Univision Communications, Inc. ..................... 1,785 103,307
------------
744,312
------------
CHEMICALS - 1.9%
Cambrex Corp. ....................................... 2,175 55,734
*Dionex Corp. ....................................... 1,550 63,550
------------
119,284
------------
COMMERCIAL SERVICES - 8.5%
*BISYS Group, Inc. .................................. 940 47,705
*Ceridian Corp. ..................................... 3,800 139,175
*Concord EFS, Inc. .................................. 3,005 100,292
*Gartner Group, Inc., Class A........................ 1,365 26,020
*Lason, Inc. ........................................ 1,325 52,420
*NOVA Corp. ......................................... 1,925 50,050
Paychex, Inc. ....................................... 2,150 109,785
------------
525,447
------------
COMMUNICATIONS - 0.2%
*Pinnacle Holdings Inc. ............................. 574 11,767
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
COMPUTERS - 1.7%
*Affiliated Computer Services, Inc., Class A.......... 1,820 $ 69,615
*Keane, Inc. ......................................... 1,450 35,978
------------
105,593
------------
COMPUTERS & OFFICE EQUIPMENT - 4.6%
*Lexmark International Group, Inc., Class A........... 1,940 239,590
*Transaction Systems Architects, Inc., Class A........ 1,300 42,169
------------
281,759
------------
CONSUMER NON-DURABLES - 0.5%
*Blyth Industries, Inc. .............................. 1,300 29,575
------------
EDUCATION - 1.1%
*DeVry, Inc. ......................................... 2,520 66,465
------------
ELECTRONICS - 10.3%
*Altera Corp. ........................................ 2,050 148,113
Linear Technology, Inc. .............................. 2,350 133,656
*Maxim Integrated Products, Inc. ..................... 2,910 162,960
*Microchip Technology, Inc. .......................... 2,375 83,125
*Xilinx, Inc. ........................................ 2,350 107,219
------------
635,073
------------
ENTERTAINMENT & LEISURE - 1.2%
*SFX Entertainment, Inc. ............................. 1,205 74,409
------------
FINANCIAL SERVICES - 4.3%
Ambac Financial Group, Inc. .......................... 725 43,772
Capital One Financial Corp. .......................... 940 163,266
FINOVA Group, Inc. ................................... 1,205 58,217
------------
265,255
------------
HEALTH CARE - 8.7%
*CareMatrix Corp. .................................... 2,640 45,210
*Health Management Associates, Inc., Class A.......... 4,270 66,719
*Lincare Holdings, Inc. .............................. 2,295 67,989
*MedQuist Inc. ....................................... 1,925 65,931
*MiniMed, Inc. ....................................... 1,880 117,500
*PacifiCare Health Systems, Inc., Class B............. 585 46,672
*Patterson Dental Co. ................................ 1,820 65,634
*Sybron International Corp. .......................... 2,175 60,220
------------
535,875
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
INDUSTRIAL - 1.8%
Donaldson Co., Inc. ................................. 2,150 $ 48,106
Pentair, Inc. ....................................... 1,325 62,275
------------
110,381
------------
INSURANCE - 2.6%
AFLAC, Inc. ......................................... 1,455 78,934
Progressive Corp. ................................... 585 83,947
------------
162,881
------------
LODGING & RESTAURANTS - 0.8%
*Papa John's International, Inc. .................... 1,245 50,033
------------
MULTI-MEDIA - 2.7%
*AT&T Corp.--Liberty Media, Class A.................. 2,655 169,588
------------
NETWORKING - 1.0%
*Exodus Communications, Inc. ........................ 625 56,328
Marimba Inc. ........................................ 100 6,075
------------
62,403
------------
OFFICE EQUIPMENT - 0.5%
*United Stationers, Inc. ............................ 1,930 32,931
------------
OIL & GAS - 1.3%
Devon Energy Corp. .................................. 2,405 79,966
------------
PRINT & PUBLISHING - 0.9%
*Consolidated Graphics, Inc. ........................ 1,365 58,183
------------
RETAIL - 4.8%
*Bed Bath & Beyond, Inc. ............................ 2,700 96,356
Dollar General Corp. ................................ 2,555 89,585
TJX Cos., Inc. ...................................... 3,230 107,599
------------
293,540
------------
SERVICES - 7.4%
*Fiserv, Inc. ....................................... 2,150 125,909
*Metzler Group, Inc. ................................ 2,050 57,144
National Data Corp. ................................. 1,365 62,961
*U.S. Foodservice.................................... 1,295 54,471
*Waters Corp. ....................................... 740 77,792
*Young & Rubicam, Inc. .............................. 2,050 81,616
------------
459,893
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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COMMON STOCKS - continued
<TABLE>
<CAPTION>
Shares Value+
----------- ------------
<S> <C> <C>
TECHNOLOGY - 3.3%
*Sanmina Corp. .................................... 1,065 $ 70,689
*Solectron Corp. .................................. 2,775 134,588
------------
205,277
------------
TELECOMMUNICATIONS - 7.9%
*American Tower Corp., Class A..................... 2,295 48,625
*Global TeleSystems Group, Inc. ................... 475 31,409
*NTL, Inc. ........................................ 1,535 117,044
*Plantronics, Inc. ................................ 2,145 144,788
*U.S. Cellular Corp. .............................. 1,550 73,528
*Uniphase Corp. ................................... 585 71,004
------------
486,398
------------
TEXTILES & APPAREL - 3.5%
*Jones Apparel Group, Inc. ........................ 2,150 70,950
*Men's Wearhouse, Inc. ............................ 2,325 63,647
*WestPoint Stevens, Inc. .......................... 2,295 78,604
------------
213,201
------------
TOTAL COMMON STOCKS (Cost $5,344,677).......................... 6,029,883
------------
SHORT-TERM INVESTMENT - 17.7%
<CAPTION>
Face
Amount
-----------
<S> <C> <C>
REPURCHASE AGREEMENT
Chase Securities, Inc. 4.87%, dated 04/30/99, due
05/03/99, to be repurchased at $1,097,445,
collateralized by $1,014,497 of various U.S.
Treasury Obligations, 5.50%-7.00%, due 5/15/06-
5/15/08, valued at $1,097,578 (Cost $1,097,000)... $ 1,097,000 1,097,000
------------
TOTAL INVESTMENTS - 115.2% (Cost $6,441,677)(a)................ 7,126,883
------------
OTHER ASSETS AND LIABILITIES (NET) - (15.2)%................... (942,282)
------------
NET ASSETS - 100%.............................................. $ 6,184,601
============
</TABLE>
See Note A to Financial Statements.
+
*
Non-Income Producing Security
(a)
The cost for federal income tax purposes was $6,441,677. At April 30,
1999, net unrealized appreciation for all securities based on tax cost was
$685,206. This consisted of aggregate gross unrealized appreciation for
all securities of $815,370 and aggregate gross unrealized depreciation for
all securities of $130,164.
The accompanying notes are an integral part of the financial statements.
8
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
APRIL 30, 1999
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<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
Assets
Investments, at Cost............................................. $6,441,677
==========
Investments, at Value (including a Repurchase Agreement at
$1,097,000) - Note A............................................ 7,126,883
Cash............................................................. 40
Receivable for Investments Sold.................................. 115,449
Receivable from Investment Advisor - Note B...................... 46,943
Dividends and Interest Receivable................................ 570
----------
Total Assets.................................................... 7,289,885
----------
Liabilities
Payable for Investments Purchased................................ 1,077,439
Payable for Administrative Fees - Note C......................... 7,677
Payable for Custodian Fees - Note D.............................. 3,151
Payable for Trustees' Fees - Note G.............................. 706
Other Liabilities................................................ 16,311
----------
Total Liabilities............................................... 1,105,284
----------
Net Assets....................................................... $6,184,601
==========
Net Assets Consist Of:
Paid in Capital.................................................. $5,550,117
Undistributed Net Investment Income.............................. 5,280
Accumulated Net Realized Loss.................................... (56,002)
Unrealized Appreciation.......................................... 685,206
----------
Net Assets....................................................... $6,184,601
==========
Institutional Class Shares
Shares Issued and Outstanding (Unlimited authorization, no par
value).......................................................... 484,573
Net Asset Value, Offering and Redemption Price Per Share......... $ 12.76
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
FOR THE PERIOD SEPTEMBER 10, 1998*
TO APRIL 30, 1999
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STATEMENT OF OPERATIONS
<TABLE>
<S> <C>
Investment Income
Dividends............................................................. $ 2,252
Interest.............................................................. 8,111
--------
Total Income......................................................... 10,363
--------
Expenses
Administrative Fees-Note C............................................ 49,797
Printing Fees......................................................... 21,196
Filing and Registration Fees.......................................... 20,754
Investment Advisory Fees-Note B....................................... 16,812
Custodian Fees-Note D................................................. 8,706
Audit Fees............................................................ 8,200
Trustees' Fees-Note G................................................. 1,818
Other Expenses........................................................ 3,013
Investment Advisory Fees Waived--Note B............................... (16,812)
Expenses Assumed by the Advisor--Note B............................... (91,535)
--------
Net Expenses Before Expense Offset................................... 21,949
Expense Offset--Note A................................................ (103)
--------
Net Expenses After Expense Offset.................................... 21,846
--------
Net Investment Loss................................................... (11,483)
--------
Net Realized Loss on Investments...................................... (56,002)
Net Change in Unrealized Appreciation/Depreciation of Investments..... 685,206
--------
Net Gain on Investments............................................... 629,204
--------
Net Increase in Net Assets Resulting From Operations.................. $617,721
========
</TABLE>
* Commencement of Operations
The accompanying notes are an integral part of the financial statements.
10
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
September 10,
1998* to
April 30,
1999
-------------
<S> <C>
Increase (Decrease) In Net Assets
Operations:
Net Investment Loss............................................. $ (11,483)
Net Realized Loss............................................... (56,002)
Net Change in Unrealized Appreciation/Depreciation.............. 685,206
----------
Net Increase in Net Assets Resulting from Operations............ 617,721
----------
Capital Share Transactions: (1)
Issued.......................................................... 5,631,775
Redeemed........................................................ (64,895)
----------
Net Increase from Capital Share Transactions.................... 5,566,880
----------
Total Increase.................................................. 6,184,601
Net Assets:
Beginning of Period............................................. --
----------
End of Period (including undistributed net investment income of
$5,280)........................................................ $6,184,601
==========
(1) Shares Issued and Redeemed:
Shares Issued................................................... 489,956
Shares Redeemed................................................. (5,383)
----------
484,573
==========
</TABLE>
* Commencement of Operations
The accompanying notes are an integral part of the financial statements.
11
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
September 10,
1998* to
April 30,
1999
-------------
<S> <C>
Net Asset Value, Beginning of Period............................ $10.00
------
Income From Investment Operations
Net Investment Loss............................................ (0.02)
Net Realized and Unrealized Gain on Investments................ 2.78
------
Total from Investment Operations............................... 2.76
------
Net Asset Value, End of Period.................................. $12.76
======
Total Return+................................................... 27.50%***
======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)........................... $6,185
Ratio of Expenses to Average Net Assets......................... 1.30%**
Ratio of Net Investment Loss to Average Net Assets.............. (0.68)%**
Portfolio Turnover Rate......................................... 24%
Ratio of Voluntarily Waived Fees and Expenses Assumed by the
Adviser to Average Net Assets.................................. 6.44%**
Ratio of Expenses to Average Net Assets Including Expense
Offsets........................................................ 1.30%**
</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 period.
The accompanying notes are an integral part of the financial statements.
12
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH 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 Pell Rudman
Mid-Cap Growth Portfolio (the "Portfolio"), a portfolio of UAM Funds Trust, is
a diversified, 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 capital appreciation by investing primarily in quality
growth companies with medium market capitalizations (i.e., companies with mar-
ket capitalizations that fall within the range of the Russell Mid-Cap Growth
Index at the time of investment).
A. Significant Accounting Policies: The following significant accounting
policies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may require
Management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results may differ from
those estimates.
1. Security Valuation: Investments for which market quotations are read-
ily available are stated at market value, which is determined using the
last reported sale price from the exchange where the security is primarily
traded. If no sales are reported, as in the case of some securities traded
over-the-counter, the market value is determined using the average between
the last reported bid and the last reported offer price 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 approxi-
mates 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
13
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
- -------------------------------------------------------------------------------
extent that any repurchase transaction exceeds one business day, the value
of the collateral is monitored on a daily basis to determine the adequacy
of the collateral. In the event of default on the obligation to repur-
chase, the Portfolio has the right to liquidate the collateral and apply
the proceeds in satisfaction of the obligation. In the event of default or
bankruptcy by the counterparty to the agreement, realization and/or reten-
tion of the collateral or proceeds may be subject to legal proceedings.
Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the UAM Funds may transfer their daily uninvested cash bal-
ances into a joint trading account which invests in one or more repurchase
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.
Permanent book and tax basis differences resulted in reclassifications
for the period ended April 30, 1999, as follows: a decrease in paid in
capital of $16,763 and an increase in undistributed net investment income
of $16,763.
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 or
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 an 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.
14
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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B. Investment Advisory Services: Under the terms of an investment advisory
agreement, Pell Rudman Trust Company, N.A., (the "Adviser"), a subsidiary of
United Asset Management Corporation ("UAM"), provides investment advisory
services to the Portfolio at a fee calculated at an annual rate of 1.00% of
average daily net assets for the month. The Adviser has voluntarily agreed to
waive a portion of its advisory fees and to assume expenses if necessary, in
order to keep the Portfolio's total annual operating expenses, after the ef-
fect of expense offset arrangements, from exceeding 1.30% 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 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, administrative and fund
accounting services . The Administrator has entered into an Agency Agreement
with DST Systems, Inc. ("DST"), under which DST provides transfer agent and
dividend-disbursing services. The Administrator has also entered into an
agreement with UAM Shareholder Service Center, Inc. ("UAMSSC"), an affiliate
of UAM, to serve as the shareholder-servicing agent for the UAM Funds.
In exchange for administrative services, the Portfolio pays a five-part fee to
the Administrator as follows:
--Effective April 15, 1999, 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.
--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.
--An annual base fee that the Administrator pays to CGFSC for its
administrative and fund accounting services calculated at the annual
rate of no more than $52,500 for the first operational share class; plus
0.039% of its pro rata share of the combined assets of the UAM Funds.
--An annual base fee that the Administrator pays to DST for its services
as transfer agent and dividend-disbursing agent equal to $10,500 for
each operational share class.
--An annual base fee that the Administrator pays to UAMSSC for its serv-
ices as sub-shareholder-servicing agent equal to $7,500 for the first
operational share class.
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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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.
For the period from September 10, 1998 to April 30, 1999, the Administrator
earned $49,797 from the Portfolio of which $36,071, and $4,937 was paid to
CGFSC and UAMSSC, respectively for their services.
D. Custodian: The Chase Manhattan Bank is custodian for the Portfolio's as-
sets held in accordance with the custodian agreement.
E. Distribution Services: UAM Fund Distributors, Inc. (the "Distributor"), a
wholly-owned subsidiary of UAM, distributes the shares of the Portfolio. The
Distributor does not receive any fee or other compensation with respect to the
Portfolio.
F. Account Services: Through January 1, 1999 the UAM Funds had contracted
with UAM Retirement Plan Services, Inc. (the "Service Provider"), a wholly-
owned subsidiary of UAM, to perform certain services for participants in a
self-directed, defined contribution plan, and for whom the Service Provider
provided participant recordkeeping. Pursuant to the terms of the agreement,
the Service Provider was entitled to receive, after the end of each month, a
fee at the annual rate of 0.15% of the average aggregate daily net asset value
of shares of the UAM Funds in the accounts for which it provided services. The
agreement was terminated effective January 1, 1999.
G. Trustees' Fees: Each Trustee, who is not an officer or affiliated person,
receives $2,000 per meeting attended plus reimbursement of expenses incurred
in attending 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 period ended April 30, 1999, the Portfolio
made purchases of $6,033,475 and sales of $632,795 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
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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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 period from September 10, 1998 to April 30, 1999,
the Portfolio had no borrowings under the agreement.
J. Other: At April 30, 1999, 97% of total shares outstanding were held by 4
record shareholders, each owning more than 10% of the aggregate total shares
outstanding. UAM was the record shareholder of 21% of the aggregate total
shares outstanding.
At April 30, 1999, the Portfolio had available a capital loss carryover for
Federal Income tax purposes of approximately $17,874 which will expire on
April 30, 2007.
For the period ended April 30, 1999, the Portfolio expects to defer for Fed-
eral income tax purposes, post-October capital losses of $38,128.
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
UAM Funds Trust and Shareholders of
Pell Rudman Mid-Cap Growth 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 Pell Rudman Mid-Cap Growth
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 period indicated, in conformity with generally
accepted accounting principles. These financial statements and financial high-
lights (hereafter referred to as "financial statements") are the responsibil-
ity of the Portfolio's management; our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our audit 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
audit, which included confirmation of securities at April 30, 1999 by corre-
spondence with the custodian, provides a reasonable basis for the opinion ex-
pressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 18, 1999
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UAM FUNDS PELL RUDMAN MID-CAP GROWTH PORTFOLIO
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Officers and Trustees
Norton H. Reamer William H. Park
Trustee, President and Chairman Vice President
John T. Bennett, Jr. Michael E. DeFao
Trustee Secretary
Nancy J. Dunn Gary L. French
Trustee Treasurer
Philip D. English Robert R. Flaherty
Trustee Assistant Treasurer
William A. Humenuk Michael J. Leary
Trustee Assistant Treasurer
James P. Pappas Michelle Azrialy
Trustee Assistant Secretary
Peter M. Whitman, Jr.
Trustee
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UAM Funds
P.O. Box 419081
Kansas City, MO 64141-6081
(toll free)
1-877-UAM-LINK (826-5465)
www.uam.com
Investment Adviser
Pell Rudman Trust Company, N.A.
100 Federal Street
Boston, MA 02110
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.
