<PAGE>
UAM Funds
Funds for the Informed Investor(SM)
Chicago Asset Management Company Portfolio
Annual Report April 30, 1999
[LOGO OF UAM FUNDS APPEARS HERE]
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
APRIL 30, 1999
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Shareholders' Letter........................................................ 1
Portfolios of Investments
Value/Contrarian Portfolio................................................ 8
Intermediate Bond Portfolio............................................... 11
Statements of Assets and Liabilities........................................ 15
Statements of Operations.................................................... 16
Statements of Changes in Net Assets
Value/Contrarian Portfolio................................................ 17
Intermediate Bond Portfolio............................................... 18
Financial Highlights
Value/Contrarian Portfolio................................................ 19
Intermediate Bond Portfolio............................................... 20
Notes to Financial Statements............................................... 21
Report of Independent Accountants........................................... 27
</TABLE>
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<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
Dear Shareholders:
April 30th is the fiscal year-end for the Chicago Asset Management Company
Portfolios. The Value/Contrarian Portfolio is the investment vehicle for cli-
ents interested in equity exposure and the Intermediate Bond Portfolio is for
our fixed income clients. In this letter we will review the Portfolios returns
and the investment environment for the fiscal year. We thank you for your con-
tinued commitment to the firm's conservative investment style.
Chicago Asset Management Value/Contrarian Portfolio
During the fiscal year ended April 30, 1999, this Portfolio continued to ad-
here to the investment philosophy and style of value/contrarian portfolio man-
agement. It is based on the belief that individual securities, just as market
sectors and the market as a whole, go through cycles. These cycles tend to re-
peat themselves. We believe that by maintaining exposure to securities which
are valued on the low end of their cycle, the probability of benefiting when
the cycle for those securities turns is increased and they appreciate a
greater amount than the general market. To do this, we select individual secu-
rities which clearly have been underperforming the general market in the re-
cent past. We emphasize companies which we believe are sound and strong funda-
mentally with an attractive longer term future. If we identify securities
which we believe can both recover from their current temporary difficulties
and continue to prosper on an ongoing basis, then we believe we have the po-
tential to hold securities which can perform better than the general market.
During the fiscal year ended April 30, 1999, the market reflected an environ-
ment which was complex, volatile, and changing. Early in the year, the popular
high growth, high price-to-earnings (P/E) securities which have been dominat-
ing some of the market indices in recent years continued to dominate. This
caused this Portfolio to underperform in the early months of the fiscal year.
During the late summer and early fall 1998, the market showed some tendency to
rotate toward a different emphasis. Not only did the market decline for
awhile, but the types of securities held in this Portfolio seemed to perform
in a superior fashion to those of the market. The volatility continued, and
late in the fiscal year the market rotation moved to very strongly favor the
types of securities held in this Portfolio. During March, and to a much
greater extent during April of 1999, the market favored the more reasonably
valued securities which had not participated in much of the market apprecia-
tion experienced throughout the fiscal year. Other investors withdrew from the
more aggressive, high P/E growth issues. The funds were reinvested into the
value/contrarian type of holdings in this Portfolio. This caused a sharp re-
versal in relative performance with this Portfolio meaningfully outperforming
the popular Standard & Poor's 500 Index return in the latter portion of this
fiscal year ended April 30, 1999.
1
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UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
The results for the full fiscal year, given this combination of conditions,
produced a rate of return that was almost identical to that produced by the
Standard & Poor's 500 Index. For the year ended April 30, 1999, the Portfolio
produced a total return net of expenses of 21.7% in comparison to the Standard
& Poor's 500 Index return of 21.8%. Measured on a trailing six months basis,
this Portfolio's return net of expenses was 25.3% and the Standard & Poor's
Index return was 22.3%. Measured on a trailing three months basis, this Port-
folio produced a total return net of expenses of 14.6% in comparison to the
Standard & Poor's 500 Index return of 4.7%.
When reviewing the performance results for the fiscal year just ended, it is
interesting to note that the reasons for selecting individual securities began
to show meaningful benefit only during the latter portions of the fiscal year.
However, the magnitude of the market rotation was significant to the extent
where it began to dominate the performance for the full year by April 30,
1999. A move so dramatic would seem unusual, except that it appears to be a
reversal of an extreme market condition which had existed over the past sev-
eral quarters. Specifically, the market seemed to have moved to extremes in
terms of overvaluing some of the popular growth securities and undervaluing
some of the temporarily out-of-favor value type securities. This reversal sim-
ply corrects that market distortion and leaves the total market closer to a
more balanced and normal state of valuation.
A portion of our investment strategy is represented by active rebalancing. It
is the process by which portfolio holdings are maintained in the direction of
equal weighting. When individual holdings meaningfully outperform the balance
of this Portfolio, they become oversized. Conversely, securities which have
meaningfully underperformed the balance of this Portfolio become undersized in
terms of total portfolio weighting. Our rebalancing activity simply reacts to
the reality of this price performance differential. We respond by selling por-
tions of the holdings which have meaningfully outperformed in order to reduce
their total portfolio weight to a more normal size. We use the proceeds from
these sales to purchase additional shares of the holdings which have become
undersized within the Portfolio. Over time, we believe it has the potential to
add value by maintaining a more balanced exposure to each holding, and by
placing emphasis on the greater attractiveness of issues which have declined
and hold the most potential for future outperformance. During the current fis-
cal year, the valuation changes in the market occurred over a short and vola-
tile period. This produced an ideal opportunity to rebalance.
In summary, we believe that the market conditions that evolved during this re-
cent fiscal year support the disciplined style of portfolio management which
maintained a portfolio focused heavily on the most undervalued securities.
This approach to
2
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UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
investing placed the Portfolio in a position to benefit as the market rotation
occurred. Although sometimes it seems intuitively difficult to continue to add
to security holdings which have recently underperformed, given the
value/contrarian philosophy, it is intellectually consistent. We believe the
results that are achieved represent a kind of natural response within the mar-
ket to correct distortions and overvaluations within individual sectors. As
these corrections occur, favor seems to move in the direction of the most rea-
sonably valued securities. We believe maintenance of strict discipline of
style is imperative to continue to offer the potential of superior performance
over the long term.
Chicago Asset Management Intermediate Bond Portfolio
The fiscal year ended April 30, 1999, was a time of significant intra-period
changes in interest rate levels. Bond market events and changes in Federal Re-
serve policy were driven by both domestic and global financial considerations.
This Portfolio's fiscal year began and ended with the U.S. economy experienc-
ing a near perfect combination of strong growth coupled with low inflation. In
the interim, major events occurred. By late summer, international issues domi-
nated the American debt markets. The deterioration in the Asian economies and
resulting political instabilities created a financial turmoil which spread to
Russia and Latin America. It even created some degree of uncertainty regarding
the future strength of the U.S. economy. The financial dislocations in the
capital markets led to the collapse of some major hedge funds and illiquidity
in many parts of the bond market. The Federal Reserve assumed its customary
role. With the objectives of stabilizing the financial markets in order to en-
hance economic growth and supplying liquidity, the Fed embarked on a series of
easing moves. For the first time since January 1996, the Fed Funds rate was
reduced. It was cut by 1/4% three times until it reached 4 3/4% on November
17, 1998. Interest rates on Treasury securities achieved their lowest levels
for the year in October. Long-term rates reached a thirty-year low of approxi-
mately 4.7%.
The Federal Reserve's aggressive reduction in short-term interest rates had
the desired effect. The economy continues to expand at a very healthy pace.
Liquidity has dramatically improved in the credit markets. Investor interest
has returned to the corporate, mortgage and agency markets. Interest rates
have experienced a recovery from their thirty-year lows of last October. Even
so, this Portfolio's fiscal year witnessed another period of declining inter-
est rates. For the fiscal year, two-year Treasury rates declined approximately
fifty basis points to the 5.05% level. Longer intermediate term rates, as rep-
resented by ten-year Treasuries, dropped a little over thirty basis points to
close the fiscal year at 5.35%.
3
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UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
The events this past year once again reinforce the importance of constructing
a very well diversified and high quality portfolio. By maintaining these prin-
ciples, it is possible to comfortably traverse any uncertainty or turmoil that
may arise in the bond markets.
This Portfolio remains focused on its two major objectives, safety and income.
Investments are concentrated in U.S. Treasury notes, agencies, mortgages, and
obligations of large U.S. corporations. Corporate debt is utilized to enhance
the long-term return and current income of this Portfolio. Emphasis is on se-
curities with maturities between two and ten years. This reduces the possibil-
ity of significant principal fluctuation while producing a high level of in-
come.
This Portfolio had the following characteristics relative to the Lehman Inter-
mediate Government/Corporate Bond Index as of April 30, 1999:
<TABLE>
<CAPTION>
Portfolio Index
---------- ----------
<S> <C> <C>
Average Maturity....................................... 5.53 Years 4.38 Years
Average Duration....................................... 3.31 Years 3.42 Years
Average Coupon......................................... 6.16% 6.41%
Yield to Maturity...................................... 5.69% 5.64%
</TABLE>
For the twelve months ended April 30, 1999, this Portfolio returned 5.72%, net
of expenses, versus the Lehman Intermediate Government/Corporate Bond Index
return of 6.37%.
Chicago Asset Management Company
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.
4
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UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
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Definition of the Comparative Indices
-------------------------------------
S&P 500 Index is an unmanaged index composed of 400 industrial stocks, 40 fi-
nancial stocks, 40 utility stocks and 20 transportation stocks.
Lehman Intermediate Government/Corporate Bond Index is an unmanaged fixed in-
come market value-weighted index that combines the intermediate-term sub index
of the Lehman Government Bond Index and the intermediate-term sub index of the
Lehman Corporate Bond Index.
Lehman Corporate Bond Index is an unmanaged index of all publicly issues,
fixed-rate, nonconvertible investment grade domestic corporate debt. Also in-
cluded are yankee bonds, which are dollar-denominated SEC registered public,
noncovertible debt issued or guaranteed by foreign sovereign governments, mu-
nicipalities, or governmental agencies, or international agencies. In addition
to the aggregate index, sub-indices cover intermediate and long term issues.
Lehman Government Bond Index is an unmanaged treasury bond index including all
public obligations of the U.S. Treasury, excluding flower bonds and foreign-
targeted issues, and the Agency Bond Index (all publicly issued debt of U.S.
government agencies and quasi-federal corporation, and corporate debt guaran-
teed by the U.S. government). In addition to the aggregate index, sub-indices
cover intermediate and long term issues.
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.
5
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UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
- --------------------------------------------------------------------------------
[LINE GRAPH APPEARS HERE]
Growth of a $10,000 Investment
- ------------------------------------
AVERAGE ANNUAL TOTAL RETURN**
FOR PERIOD ENDED APRIL 30, 1999
- ------------------------------------
1 YEAR SINCE 12/16/94*
- ------------------------------------
21.68% 21.90%
- ------------------------------------
Chicago Asset Management
Value/ Contrarian Portfolio S&P 500 Index
--------------------------- -------------
12/16/94* $10,000 $10,000
1995
1996
1997
1998
1999 $23,788 $31,620
Periods ended on April 30th
* Beginning of operations. Index comparisons begin on 12/31/94.
** 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 reutrn and principal value of an
investment will flucturate 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.
6
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UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
- --------------------------------------------------------------------------------
[LINE GRAPH APPEARS HERE]
Growth of a $10,000 Investment
- ----------------------------------
AVERAGE ANNUAL TOTAL RETURN**
FOR PERIOD ENDED APRIL 30, 1999
- ----------------------------------
1 YEAR SINCE 1/24/95*
- ----------------------------------
5.72% 7.35%
- ----------------------------------
Chicago Asset Management Lehman Intermediate
Intermediate Bond Portfolio Government/Corporate Bond Index
--------------------------- -------------------------------
1/24/95* $10,000 $10,000
1996
1997
1998
1999 $13,536 $13,991
Periods ended on April 30th
* Beginning of operations. Index comparisons begin on 1/31/95.
** 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.
7
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UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 98.7%
Shares Value+
-------- -----------
<S> <C> <C>
AEROSPACE & DEFENSE - 3.4%
Raytheon Co., Class A.................................... 13,356 $ 924,068
-----------
AUTOMOTIVE - 6.1%
DaimlerChrysler AG....................................... 8,253 810,341
General Motors Corp...................................... 9,225 820,449
-----------
1,630,790
-----------
BANKS - 7.3%
Bank of America Corp. ................................... 14,333 1,031,976
Bank One Corp............................................ 15,782 931,138
-----------
1,963,114
-----------
CHEMICALS - 3.6%
Dow Chemical Co.......................................... 7,350 964,228
-----------
COMMERCIAL SERVICES - FINANCE - 2.7%
Deluxe Corp.............................................. 21,175 733,184
-----------
COMMUNICATIONS - 3.6%
Motorola, Inc............................................ 11,900 953,488
-----------
CONSUMER DURABLES - 3.4%
Goodyear Tire & Rubber Co................................ 15,875 907,852
-----------
CONTAINERS - METAL & GLASS - 3.2%
Crown Cork & Seal Co., Inc. ............................. 26,500 861,250
-----------
ENERGY - 3.6%
Enron Corp............................................... 12,700 955,675
-----------
FOOD DISTRIBUTORS - 2.6%
Sysco Corp............................................... 23,100 685,781
-----------
HEALTH CARE - 10.4%
Aetna, Inc............................................... 9,200 806,725
Columbia/HCA Healthcare Corp............................. 40,925 1,010,336
United Healthcare Corp................................... 17,250 968,156
-----------
2,785,217
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
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UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCKS - continued
Shares Value+
-------- -----------
<S> <C> <C>
INSURANCE - 5.7%
Allstate Corp. ......................................... 19,900 $ 723,863
Chubb Corp. ............................................ 13,825 819,131
-----------
1,542,994
-----------
MANUFACTURING - 6.5%
Eastman Kodak Co........................................ 12,900 962,662
Tenneco, Inc............................................ 29,000 783,000
-----------
1,745,662
-----------
MINING - 3.9%
Newmont Mining Corp..................................... 43,700 1,051,531
-----------
OIL AND GAS - 10.7%
Conoco, Inc. ........................................... 37,700 1,022,613
Halliburton Co.......................................... 20,600 878,075
Schlumberger Ltd........................................ 15,400 983,675
-----------
2,884,363
-----------
PAPER & PACKAGING - 5.9%
International Paper Co.................................. 15,325 817,014
Weyerhaeuser Co......................................... 11,475 770,259
-----------
1,587,273
-----------
PHARMACEUTICALS - 3.1%
Pharmacia & Upjohn, Inc................................. 14,750 826,000
-----------
RETAIL - 3.0%
Sears, Roebuck & Co..................................... 17,700 814,200
-----------
TECHNOLOGY - 6.7%
Electronic Data Systems Corp............................ 16,500 886,875
International Business Machines Corp. .................. 4,400 920,425
-----------
1,807,300
-----------
TELECOMMUNICATIONS - 3.3%
Bell Atlantic Corp...................................... 15,350 884,544
-----------
TOTAL COMMON STOCKS (Cost $21,475,681)........................... 26,508,514
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
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UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
APRIL 30, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT-TERM INVESTMENT - 1.3%
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 $347,141,
collateralized by $320,903 of various U.S. Treasury
Notes, 5.50%-7.00%, due 5/15/06-5/15/08, valued at
$347,183 (Cost $347,000)............................ $347,000 $ 347,000
-----------
TOTAL INVESTMENTS - 100.0% (Cost $21,822,681) (a)............. 26,855,514
-----------
OTHER ASSETS AND LIABILITIES (NET) - 0.0%..................... (3,105)
-----------
NET ASSETS - 100%............................................. $26,852,409
===========
</TABLE>
+ See Note A to Financial Statements.
(a) The cost for federal income tax purposes was $21,837,880. At April 30,
1999, net unrealized appreciation for all securities based on tax cost was
$5,017,634. This consisted of aggregate gross unrealized appreciation for
all securities of $5,630,790 and aggregate gross unrealized depreciation
for all securities of $613,156.
The accompanying notes are an integral part of the financial statements.
10
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UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS
CORPORATE BONDS & NOTES - 58.5%
Face
Amount Value+
-------- -----------
<S> <C> <C>
BANKS - 8.6%
BankAmerica Corp.
7.625%, 06/15/04........................................ $250,000 $ 266,813
Northern Trust Co.
6.50%, 05/01/03......................................... 250,000 254,410
State Street Boston Corp.
7.35%, 06/15/26......................................... 250,000 270,785
SunTrust Banks, Inc.
6.00%, 02/15/26......................................... 275,000 269,555
Wachovia Corp.
6.625%, 11/15/06........................................ 100,000 102,828
-----------
1,164,391
-----------
FINANCIAL SERVICES - 19.6%
Associates Corp. of North America
6.50%, 10/15/02......................................... 150,000 152,856
7.75%, 02/15/05......................................... 250,000 269,380
CIT Group Holdings, Inc.
6.25%, 10/25/99......................................... 200,000 200,998
Commercial Credit Corp.
6.125%, 03/01/00........................................ 250,000 251,373
Exxon Capital Corp.
6.625%, 08/15/02........................................ 59,000 60,854
Ford Motor Credit Co.-Global Bond
6.25%, 11/08/00......................................... 250,000 252,305
Ford Motor Credit Co.
5.125%, 10/15/01........................................ 250,000 246,400
General Electric Capital Corp.
6.50%, 11/01/06......................................... 250,000 257,192
General Motors Acceptance Corp.
5.75%, 01/05/00......................................... 100,000 100,352
6.125%, 01/22/08........................................ 100,000 98,151
General Motors Acceptance Corp.-Global Bond
6.75%, 02/07/02......................................... 100,000 102,310
Heller Financial, Inc.
6.25%, 03/01/01......................................... 250,000 252,040
Sears Roebuck Acceptance Corp.
Series 1 6.16%, 12/04/00................................ 250,000 252,185
Series 2 6.70%, 08/13/01................................ 150,000 152,750
-----------
2,649,146
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
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UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORPORATE BONDS & NOTES - continued
Face
Amount Value+
-------- -----------
<S> <C> <C>
INDUSTRIAL - 11.1%
Cooper Industries, Inc.
5.88%, 02/20/03......................................... $250,000 $ 248,568
General Motors Corp.
6.25%, 05/01/05......................................... 250,000 251,095
Ingersoll-Rand Co.
6.23%, 11/19/27......................................... 250,000 253,750
PepsiCo, Inc.
6.25%, 09/01/99......................................... 250,000 250,882
Proctor & Gamble Co.
5.25%, 09/15/03......................................... 250,000 245,200
WMX Technologies, Inc.
6.25%, 10/15/00......................................... 250,000 251,480
-----------
1,500,975
-----------
RETAIL - 4.8%
J.C. Penney Co. Inc.
6.90%, 08/15/26......................................... 200,000 203,270
Motorola, Inc.
6.50%, 09/01/25......................................... 300,000 308,277
Wal-Mart Stores, Inc.
6.375%, 03/01/03........................................ 140,000 143,273
-----------
654,820
-----------
TELECOMMUNICATIONS - 3.3%
MCI WorldCom, Inc.
6.125%, 08/15/01........................................ 250,000 251,567
Sprint Capital Corp.
5.70%, 11/15/03......................................... 200,000 196,484
-----------
448,051
-----------
UTILITIES - 11.1%
Central Illinois Public Service Co.
6.68%, 03/15/00......................................... 250,000 252,887
Florida Power & Light Co.
5.50%, 07/01/99......................................... 250,000 250,205
6.00%, 06/01/08......................................... 250,000 247,368
National Rural Utilities Cooperative Finance Corp.
5.14%, 10/22/01......................................... 250,000 245,665
5.95%, 01/15/03......................................... 250,000 250,793
Potomac Electric Power Co.
6.25%, 10/15/07......................................... 250,000 252,876
-----------
1,499,794
-----------
TOTAL CORPORATE BONDS & NOTES (Cost $7,780,199)................... 7,917,177
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
12
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UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U.S. GOVERNMENT SECURITIES - 18.5%
Face
Amount Value+
-------- -----------
<S> <C> <C>
U.S. TREASURY NOTES - 18.5%
7.75%, 01/31/00......................................... $500,000 $ 510,390
5.50%, 02/29/00......................................... 400,000 401,876
5.75%, 11/15/00......................................... 500,000 504,920
7.50%, 11/15/01......................................... 250,000 263,827
7.50%, 05/15/02......................................... 150,000 159,492
5.75%, 08/15/03......................................... 150,000 152,742
5.625%, 02/15/06........................................ 250,000 253,593
6.125%, 08/15/07........................................ 150,000 156,891
5.625%, 05/15/08........................................ 100,000 101,500
-----------
TOTAL U.S. GOVERNMENT SECURITIES (Cost $2,472,576)................ 2,505,231
-----------
AGENCY SECURITIES - 14.7%
FEDERAL HOME LOAN BANK - 3.7%
5.61%, 01/23/03......................................... 250,000 249,910
5.755%, 06/24/03........................................ 250,000 251,250
-----------
501,160
-----------
FEDERAL HOME LOAN MORTGAGE CORP. - 2.2%
Gold Pool #E70801
5.50%, 05/01/13......................................... 299,398 290,790
-----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 7.0%
5.42%, 01/23/01......................................... 50,000 50,047
5.37%, 02/07/01......................................... 250,000 250,000
7.00%, 12/01/07......................................... 166,793 170,389
5.25%, 01/15/09......................................... 500,000 477,110
-----------
947,546
-----------
PRIVATE EXPORT FUNDING - 1.8%
5.87%, 07/31/08......................................... 250,000 248,202
-----------
TOTAL AGENCY SECURITIES (Cost $1,999,503)......................... 1,987,698
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
13
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UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSET-BACKED SECURITIES - 5.7%
Face
Amount Value+
-------- -----------
<S> <C> <C>
Chase Manhattan Grantor Trust, Series 1995-B, Class A
5.90%, 11/15/01....................................... $ 20,236 $ 20,267
Norwest Automobile Trust, Series 1996-A, Class A4
6.10%, 03/15/01....................................... 250,000 251,092
Premier Auto Trust,
Series 1998-1, Class A3 5.63%, 08/06/01............... 250,000 250,703
Series 1999-2, Class A4 5.59%, 02/09/04............... 250,000 249,931
-----------
TOTAL ASSET-BACKED SECURITIES (Cost $770,138)................... 771,993
-----------
SHORT-TERM INVESTMENT - 3.0%
REPURCHASE AGREEMENT
Chase Securities, Inc. 4.87%, dated 4/30/99, due
05/03/99, to be repurchased at $412,167,
collateralized by $381,015 of various U.S. Treasury
Notes, 5.50%-7.00%, due 5/15/06-5/15/08, valued at
$412,217 (Cost $412,000).............................. 412,000 412,000
-----------
TOTAL INVESTMENTS - 100.4% (Cost $13,434,416) (a)............... 13,594,099
-----------
OTHER ASSETS AND LIABILITIES (NET) - (0.4)%..................... (52,059)
-----------
NET ASSETS - 100%............................................... $13,542,040
===========
</TABLE>
+ See Note A to Financial Statements.
(a) The cost for federal income tax purposes was $13,434,416. At April 30,
1999, net unrealized appreciation for all securities based on tax cost was
$159,683. This consisted of aggregate gross unrealized appreciation for all
securities of $195,800 and aggregate gross unrealized depreciation for all
securities of $36,117.
The accompanying notes are an integral part of the financial statements.
14
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
APRIL 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES
Chicago Asset Chicago Asset
Management Management
Value/ Intermediate
Contrarian Bond
Portfolio Portfolio
------------- -------------
<S> <C> <C>
Assets
Investments, at Cost............................. $21,822,681 $13,434,416
=========== ===========
Investments, at Value-Note A..................... $26,855,514 $13,594,099
Cash............................................. 918 852
Deferred Organization Costs-Note A............... 2,794 3,347
Dividends Receivable............................. 19,176 --
Receivable for Investments Sold.................. 192,831 --
Receivable for Portfolio Shares Sold............. 14,964 308
Interest Receivable.............................. 47 209,754
Receivable due from Investment Adviser-Note B.... -- 9,989
Other Assets..................................... 144 89
----------- -----------
Total Assets.................................... 27,086,388 13,818,438
----------- -----------
Liabilities
Payable for Investments Purchased................ 199,995 249,931
Payable for Administrative Fees-Note C........... 9,229 8,286
Payable for Custodian Fees-Note D................ 808 737
Payable for Trustees' Fees-Note G................ 651 653
Payable to Investment Adviser-Note B............. 258 --
Other Liabilities................................ 23,038 16,791
----------- -----------
Total Liabilities............................... 233,979 276,398
----------- -----------
Net Assets....................................... $26,852,409 $13,542,040
=========== ===========
Net Assets Consist of:
Paid in Capital.................................. $20,102,929 $13,285,849
Undistributed Net Investment Income.............. 12,636 80,718
Accumulated Net Realized Gain.................... 1,704,011 15,790
Unrealized Appreciation.......................... 5,032,833 159,683
----------- -----------
Net Assets....................................... $26,852,409 $13,542,040
=========== ===========
Institutional Class Shares
Shares Issued and Outstanding (Unlimited
authorization, no par value).................... 1,531,867 1,287,894
Net Asset Value, Offering and Redemption Price
Per Share....................................... $17.53 $10.51
====== ======
</TABLE>
The accompanying notes are an integral part of the financial statements.
15
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
FOR THE YEAR ENDED APRIL 30, 1999
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
Chicago Asset Chicago Asset
Management Management
Value/ Intermediate
Contrarian Bond
Portfolio Portfolio
------------- -------------
<S> <C> <C>
Investment Income
Dividends......................................... $ 418,365 $ --
Interest.......................................... 13,542 829,574
---------- --------
Total Income..................................... 431,907 829,574
---------- --------
Expenses
Investment Advisory Fees-Note B................... 137,651 65,702
Administrative Fees-Note C........................ 98,926 92,221
Custodian Fees-Note D............................. 5,457 3,905
Audit Fees........................................ 13,700 13,700
Legal Fees........................................ 5,289 3,401
Printing Fees..................................... 17,354 16,700
Account Services Fees-Note F...................... 518 1,081
Shareholder Servicing Fees........................ 51,910 91
Trustees' Fees-Note G............................. 2,731 2,632
Filing and Registration Fees...................... 17,126 15,188
Amortization of Organization Costs-Note A......... 4,453 4,453
Other Expenses.................................... 6,273 5,484
Account Services Fees Waived-Note F............... (518) (1,081)
Investment Advisory Fees Waived-Note B............ (137,651) (65,702)
Expenses Assumed by the Adviser-Note B............ (5,830) (48,874)
---------- --------
Net Expenses..................................... 217,389 108,901
---------- --------
Net Investment Income............................. 214,518 720,673
---------- --------
Net Realized Gain on Investments.................. 2,237,414 73,457
Net Change in Unrealized Appreciation/Depreciation
of Investments................................... 2,260,772 (27,510)
---------- --------
Net Gain on Investments........................... 4,498,186 45,947
---------- --------
Net Increase in Net Assets Resulting From
Operations....................................... $4,712,704 $766,620
========== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
16
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
Years Ended April 30,
1999 1998
----------- -----------
<S> <C> <C>
Increase (Decrease) In Net Assets
Operations:
Net Investment Income............................. $ 214,518 $ 223,623
Net Realized Gain................................. 2,237,414 2,464,320
Net Change in Unrealized
Appreciation/Depreciation........................ 2,260,772 2,363,924
----------- -----------
Net Increase in Net Assets Resulting from
Operations....................................... 4,712,704 5,051,867
----------- -----------
Distributions:
Net Investment Income............................. (232,285) (232,720)
Net Realized Gain................................. (1,899,659) (1,179,952)
----------- -----------
Total Distributions............................... (2,131,944) (1,412,672)
----------- -----------
Capital Share Transactions: (1)
Issued............................................ 3,796,443 7,498,917
In Lieu of Cash Distributions..................... 2,131,655 1,412,462
Redeemed.......................................... (4,208,221) (3,803,208)
----------- -----------
Net Increase from Capital Share Transactions...... 1,719,877 5,108,171
----------- -----------
Total Increase.................................... 4,300,637 8,747,366
Net Assets:
Beginning of Year................................. 22,551,772 13,804,406
----------- -----------
End of Year (including undistributed net
investment income of $12,636 and $25,950,
respectively).................................... $26,852,409 $22,551,772
=========== ===========
(1) Shares Issued and Redeemed:
Shares Issued..................................... 250,149 509,622
In Lieu of Cash Distributions..................... 145,249 98,063
Redeemed.......................................... (276,693) (250,654)
----------- -----------
118,705 357,031
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
17
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
- --------------------------------------------------------------------------------
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............................... $ 720,673 $ 618,532
Net Realized Gain................................... 73,457 19,841
Net Change in Unrealized Appreciation/Depreciation.. (27,510) 190,831
----------- -----------
Net Increase in Net Assets Resulting from
Operations......................................... 766,620 829,204
----------- -----------
Distributions:
Net Investment Income............................... (730,132) (596,183)
Net Realized Gain................................... (76,716) (4,101)
----------- -----------
Total Distributions................................. (806,848) (600,284)
----------- -----------
Capital Share Transactions: (1)
Issued.............................................. 1,189,927 2,879,576
In Lieu of Cash Distributions....................... 806,730 600,151
Redeemed............................................ (1,675,706) (491,507)
----------- -----------
Net Increase from Capital Share Transactions........ 320,951 2,988,220
----------- -----------
Total Increase...................................... 280,723 3,217,140
Net Assets:
Beginning of Year................................... 13,261,317 10,044,177
----------- -----------
End of Year (including undistributed net investment
income of $80,718 and $87,263, respectively)....... $13,542,040 $13,261,317
=========== ===========
(1) Shares Issued and Redeemed:
Shares Issued....................................... 111,732 272,351
In Lieu of Cash Distributions....................... 75,840 57,529
Redeemed............................................ (157,860) (46,828)
----------- -----------
29,712 283,052
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
18
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
December 16,
1994*** to
Years Ended April 30, April 30,
1999 1998 1997 1996 1995
------- ------- ------- ------ ------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period....................... $ 15.96 $ 13.07 $ 13.67 $11.14 $10.00
------- ------- ------- ------ ------
Income From Investment
Operations
Net Investment Income........ 0.15 0.17 0.18 0.19 0.05
Net Realized and Unrealized
Gain on Investments......... 2.98 3.84 0.30 2.86 1.13
------- ------- ------- ------ ------
Total from Investment
Operations.................. 3.13 4.01 0.48 3.05 1.18
------- ------- ------- ------ ------
Distributions
Net Investment Income........ (0.16) (0.18) (0.24) (0.23) (0.04)
Net Realized Gain............ (1.40) (0.94) (0.84) (0.29) --
------- ------- ------- ------ ------
Total Distributions.......... (1.56) (1.12) (1.08) (0.52) (0.04)
------- ------- ------- ------ ------
Net Asset Value, End of
Period....................... $ 17.53 $ 15.96 $ 13.07 $13.67 $11.14
======= ======= ======= ====== ======
Total Return+................. 21.68% 31.71% 3.72% 28.00% 11.81%**
======= ======= ======= ====== ======
Ratios and Supplemental Data
Net Assets, End of Period
(Thousands).................. $26,852 $22,552 $13,804 $ 892 $ 696
Ratio of Expenses to Average
Net Assets................... 0.99% 0.95% 0.95% 1.06% 0.95%*
Ratio of Net Investment Income
to Average Net Assets........ 0.97% 1.16% 1.89% 1.51% 1.54%*
Portfolio Turnover Rate....... 39% 55% 21% 33% 4%
Ratio of Voluntarily Waived
Fees and Expenses Assumed by
the Adviser to Average Net
Assets....................... 0.65% 0.64% 6.32% 12.20% 17.05%*
Ratio of Expenses to Average
Net Assets Including Expense
Offsets...................... 0.99% 0.95% 0.95% 0.95% 0.95%*
</TABLE>
* Annualized
** Not Annualized
*** Commencement of Operations
+ 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.
19
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
January 24,
1995*** to
Years Ended April 30, April 30,
1999 1998 1997 1996 1995
------- ------- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period....................... $ 10.54 $ 10.30 $ 10.39 $10.33 $10.00
------- ------- ------- ------ ------
Income From Investment
Operations
Net Investment Income........ 0.56 0.57 0.61 0.64 0.17
Net Realized and Unrealized
Gain (Loss) on Investments.. 0.04 0.24 (0.05) 0.14++ 0.26
------- ------- ------- ------ ------
Total from Investment
Operations.................. 0.60 0.81 0.56 0.78 0.43
------- ------- ------- ------ ------
Distributions
Net Investment Income........ (0.57) (0.57) (0.62) (0.64) (0.10)
Net Realized Gain............ (0.06) --@ (0.03) (0.08) --
------- ------- ------- ------ ------
Total Distributions.......... (0.63) (0.57) (0.65) (0.72) (0.10)
------- ------- ------- ------ ------
Net Asset Value, End of
Period....................... $ 10.51 $ 10.54 $ 10.30 $10.39 $10.33
======= ======= ======= ====== ======
Total Return+................. 5.72% 8.08% 5.53% 7.62% 4.31%**
======= ======= ======= ====== ======
Ratios and Supplemental Data
Net Assets, End of Period
(Thousands).................. $13,542 $13,261 $10,044 $7,981 $5,267
Ratio of Expenses to Average
Net Assets................... 0.80% 0.80% 0.80% 0.84% 0.80%*
Ratio of Net Investment Income
to Average Net Assets........ 5.29% 5.64% 5.88% 6.17% 6.20%*
Portfolio Turnover Rate....... 48% 40% 31% 24% 0%
Ratio of Voluntarily Waived
Fees and Expenses Assumed by
the Adviser to Average Net
Assets....................... 0.85% 0.93% 1.39% 1.20% 2.78%*
Ratio of Expenses to Average
Net Assets Including Expense
Offsets...................... 0.80% 0.80% 0.80% 0.80% 0.80%*
</TABLE>
* Annualized
** Not Annualized
*** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser for the periods indicated.
++ The amount shown for a share outstanding throughout the year does not
accord with the aggregate net losses on investments for that year because
of the timing of sales and repurchases of the Portfolio shares in relation
to fluctuating market value of the investments of the Portfolio.
@ Amount is less than $0.01 per share.
The accompanying notes are an integral part of the financial statements.
20
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
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 Chicago As-
set Management Value/Contrarian Portfolio and Chicago Asset Management Inter-
mediate Bond Portfolio (collectively the "Portfolios"), portfolios of UAM
Funds Trust, are diversified, open-end management investment companies. At
April 30, 1999, the UAM Funds were comprised of 44 active portfolios. The in-
formation presented in the financial statements pertains only to the Portfo-
lios. The objective of the Chicago Asset Management Value/Contrarian Portfolio
is to provide capital appreciation by investing primarily in the common stock
of large companies. The objective of the Chicago Asset Management Intermediate
Bond Portfolio is to provide a high level of current income consistent with
moderate interest rate exposure by investing primarily in investment grade
bonds with an average weighted maturity between 3 and 10 years.
A. Significant Accounting Policies: The following significant accounting
policies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolios in the preparation of
their financial statements. Generally accepted accounting principles may re-
quire 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. Fixed income securities are stated on the basis of valuations
provided by brokers and/or a pricing service which uses information with
respect to transactions in fixed income securities, quotations from deal-
ers, market transactions in comparable securities and various relation-
ships between securities in determining value. Short-term investments that
have remaining maturities of sixty days or less at time of purchase are
valued at amortized cost, if it approximates 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 each Portfolio's intention to qualify as
a regulated investment company under Subchapter M of the Internal Revenue
21
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
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 Portfolios' custodian bank takes possession of
the underlying securities ("collateral"), the value of which exceeds the
principal amount of the repurchase transaction, including accrued inter-
est. To the extent that any repurchase transaction exceeds one business
day, the value of the collateral is monitored on a daily basis to deter-
mine the adequacy of the collateral. In the event of default on the obli-
gation to repurchase, the Portfolios have the right to liquidate the col-
lateral and apply the proceeds in satisfaction of the obligation. In the
event of default or bankruptcy by the counterparty to the agreement, real-
ization 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: Each Portfolio will distribute sub-
stantially all of its net investment income quarterly. Any realized net
capital gains will be distributed at least annually. All distributions are
recorded on ex-dividend date.
The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations
which may differ from generally accepted accounting principles. These dif-
ferences are primarily due to differing book and tax treatments in the
timing of the recognition of gains or losses on investments and in-kind
transactions.
Permanent book and tax basis differences relating to shareholder distri-
butions resulted in reclassifications as follows:
<TABLE>
<CAPTION>
Accumulated
Undistributed Net
Chicago Asset Management Net Investment Realized Paid in
Company Portfolios Income Gain Capital
------------------------ -------------- ----------- -------
<S> <C> <C> <C>
Value/Contrarian...................... $4,453 $ -- $(4,453)
Intermediate Bond..................... 2,914 1,539 (4,453)
</TABLE>
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. Organization Costs: Costs incurred by the Portfolios in connection
with their organization have been deferred and are being amortized on a
22
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
straight-line basis over a five-year period. Any costs incurred in the or-
ganization of new funds are expensed as incurred.
6. 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. Discounts and
premiums on securities purchased are amortized using the effective yield
basis over their respective lives. Most expenses of the UAM Funds can be
directly attributed to a particular portfolio. Expenses that cannot be di-
rectly attributed to a portfolio are apportioned among the portfolios of
the UAM Funds based on their relative net assets. Custodian fees for the
Portfolios are shown gross of expense offsets, if any, for custodian bal-
ance credits.
B. Investment Advisory Services: Under the terms of an investment advisory
agreement, Chicago Asset Management Company (the "Adviser"), a subsidiary of
United Asset Management Corporation ("UAM"), provides investment advisory
services to the Portfolios at a fee calculated at an annual rate of average
daily net assets for the month, as follows:
<TABLE>
<CAPTION>
Chicago Asset Management Company Portfolios Rate
- ------------------------------------------- ------
<S> <C>
Value/Contrarian......................................................... 0.625%
Intermediate Bond........................................................ 0.48%
</TABLE>
Prior to March 22, 1999, the Adviser had voluntarily agreed to waive a por-
tion of its advisory fees and to assume expenses, if necessary, in order to
keep the Value/Contrarian Portfolio's total annual operating expenses, after
the effect of expense offset arrangements, from exceeding 0.95% of average
daily net assets. Effective March 22, 1999, the amount was increased to 1.25%
of average daily net assets.
Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees and to assume expenses, if necessary, in order to keep
the Intermediate Bond Portfolio's total annual operating expenses, after the
effect of expense offset arrangements, from exceeding 0.80% of average daily
net assets.
C. Administrative Services: UAM Funds Services, Inc. (the "Administrator"),
a wholly-owned subsidiary of UAM, provides and oversees administrative, fund
accounting, dividend disbursing, shareholder servicing and transfer agent
services to the UAM Funds under a Fund Administration Agreement (the "Agree-
ment"). The Administrator has entered into a Mutual Funds Service Agreement
with Chase Global Funds Services Company ("CGFSC"), a corporate affiliate of
23
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
The Chase Manhattan Bank, under which CGFSC provides certain services includ-
ing administrative, fund accounting, dividend disbursing, shareholder servic-
ing and transfer agent services.
Pursuant to the Agreement, the Portfolios paid the Administrator a two part
monthly fee:
--a Portfolio-specific monthly fee of 0.06% and 0.04% per annum of the av-
erage daily net assets of the Chicago Asset Management Value/ Contrarian
and Chicago Asset Management Intermediate Bond Portfolios, respectively,
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 each Portfolio to the Administrator and in turn
paid to CGFSC is calculated at the 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 the fol-
lowing amounts from each Portfolio as Administrator and paid the following to
CGFSC for its services:
<TABLE>
<CAPTION>
ADMINISTRATION AMOUNT PAID
CHICAGO ASSET MANAGEMENT COMPANY PORTFOLIOS FEES TO CGFSC
- ------------------------------------------- -------------- -----------
<S> <C> <C>
Value/Contrarian..................................... $98,926 $70,455
Intermediate Bond.................................... 92,221 72,416
</TABLE>
Effective October 23, 1998, dividend disbursing and transfer agent services
were sub-contracted to DST Systems, Inc. and shareholder servicing has been
sub-
24
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
contracted to UAM Shareholder Service Center, Inc., an affiliate of UAM. The
portfolios pay dividend disbursing, transfer agent and shareholder servicing
fees to the Administrator who in turn pays them to DST Systems, Inc. and UAM
Shareholder Service Center, Inc., as appropriate. For the year ended April 30,
1999, the CAM Value/Contrarian and CAM Intermediate Bond Portfolios incurred
$4,432 and $4,293, respectively, in shareholder servicing fees with UAM Share-
holder Service Center, Inc. This fee is based on the number of classes of
shares and shareholder accounts.
Effective April 15, 1999, in exchange for administrative services, the UAM
Funds pays the Administrator an annual base fee, which is retained by the Ad-
ministrator, calculated at the annual rate equal to $14,500 for the first op-
erational share class.
D. Custodian: The Chase Manhattan Bank is custodian for the Portfolios' 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 Portfolios. The
Distributor does not receive any fee or other compensation with respect to the
Portfolios.
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 they provided services.
The Service Provider had voluntarily agreed to waive its fees in order to keep
the Portfolios' total annual operating expenses, after the effect of expense
offset arrangements, from exceeding 0.95% and 0.80% of average daily net as-
sets for the Chicago Asset Management Value/Contrarian Portfolio and Chicago
Asset Management Intermediate Bond Portfolio, respectively. 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.
25
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
H. Purchases and Sales: For the year ended April 30, 1999, the Portfolios'
purchases and sales of investment securities other than long-term U.S. Govern-
ment and agency securities and short-term securities were:
<TABLE>
<CAPTION>
Chicago Asset Management Company Portfolios Purchases Sales
- ------------------------------------------- ---------- ----------
<S> <C> <C>
Value/Contrarian Portfolio............................... $8,602,300 $8,777,221
Intermediate Bond Portfolio.............................. 2,942,166 1,664,898
</TABLE>
Purchases and sales of long-term U.S. Government securities were $3,871,170
and $4,629,054 respectively, for Chicago Asset Management Intermediate Bond
Portfolio. There were no purchases and sales of long-term U.S. Government se-
curities for Chicago Asset Management Value/Contrarian Portfolio.
I. Line of Credit: The Portfolios, along with certain other portfolios of
UAM Funds, collectively entered into an agreement which enables them to par-
ticipate in a $100 million unsecured line of credit with several banks.
Borrowings will be made solely to temporarily finance the repurchase of capi-
tal 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 cal-
endar 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 Chicago Asset Management Value/Contrarian Portfolio and the Chicago
Asset Management Intermediate Bond Portfolio had no borrowings under the
agreement.
J. Other: At April 30, 1999, the percentage of total shares outstanding held
by record shareholders each owning 10% or greater of the aggregate total
shares outstanding for each Portfolio was as follows:
<TABLE>
<CAPTION>
No. of %
Chicago Asset Management Company Portfolios Shareholders Ownership
- ------------------------------------------- ------------ ---------
<S> <C> <C>
Value/Contrarian......................................... 3 89%
Intermediate Bond........................................ 1 92%
</TABLE>
26
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
UAM Funds Trust and Shareholders of
Chicago Asset Management Value/Contrarian Portfolio and
Chicago Asset Management Intermediate Bond Portfolio
In our opinion, the accompanying statements of assets and liabilities, includ-
ing the portfolios 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 Chicago Asset Management
Value/Contrarian Portfolio and the Chicago Asset Management Intermediate Bond
Portfolio (the "Portfolios"), portfolios of the UAM Funds Trust, at April 30,
1999, and the results of each of their operations, the changes in each of
their 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 Portfolios' management; our respon-
sibility 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 per-
form the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presenta-
tion. We believe that our audits, which included confirmation of securities at
April 30, 1999 by correspondence with the custodian, provide a reasonable ba-
sis for the opinion expressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 18, 1999
27
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- -------------------------------------------------------------------------------
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 23.14% for the Chicago Asset Management
Value/Contrarian Portfolio.
Chicago Asset Management Value/Contrarian Portfolio and Chicago Asset Manage-
ment Intermediate Bond Portfolio hereby designate approximately $309,442 and
$15,581, respectively as a 20% long-term capital gain dividends for the pur-
pose of the dividend paid deduction on their federal income tax returns.
The percentage of income earned from direct treasury obligations was 33.70%
for Chicago Asset Management Intermediate Bond Portfolio.
28
<PAGE>
UAM FUNDS CHICAGO ASSET MANAGEMENT
COMPANY PORTFOLIOS
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
UAM Funds
P.O. Box 419081
Kansas City, MO 64141-6081
(toll free)
1-877-UAM-LINK (826-5465)
www.uam.com
Investment Adviser
Chicago Asset Management Company
70 West Madison Street, 56th Floor
Chicago, IL 60602
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.
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