UAM FUNDS INC II/, 485APOS, 1999-06-30

UAM FUNDS INC II/
485APOS, 1999-06-30

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<PAGE>

Securities Act File No. 333-44193
Investment Company Act of 1940 File No. 811-08605

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Post-Effective Amendment No. 8 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 10 [X]

UAM FUNDS, INC. II
(Exact Name of Registrant as specified in Charter)

c/o UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, Massachusetts, 02110
Registrant's Telephone Number (617) 542-5440
(Address of Principal Executive Offices)

Michael E. DeFao, Esq.
Secretary
UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, Massachusetts, 02110
(Name and Address of Agent for Service)

COPIES TO:
Audrey C. Talley, Esq.
Drinker, Biddle & Reath, LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA
19107-3496

It is proposed that this filing become effective (check appropriate box):
[_] Immediately upon filing pursuant to Paragraph (b)
[_] on (date) pursuant to Paragraph (b)
[_] 60 days after filing pursuant to Paragraph (a)(1)
[_] on (date) pursuant to Paragraph (a)(1)
[X] 75 days after filing pursuant to Paragraph (a)(2)
[_] on (date) pursuant to Paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

PART A
UAM FUNDS, INC. II

The prospectus of the following fund is included in this Post-Effective
Amendment No. 8.

. Analytic International Fund Institutional Class Shares

The following prospectuses are contained in Post-Effective Amendment No. 7 filed
on April 7, 1999.

. Analytic Defensive Equity Fund Institutional Class Shares
. Analytic Enhanced Equity Fund Institutional Class Shares
. Analytic Master Fixed Income Fund Institutional Class Shares
. Analytic Short-Term Government Fund Institutional Class Shares

<PAGE>

PART B
UAM FUNDS, INC. II

The Statement of Additional Information of the following fund is included in
this Post Effective Amendment No. 8.

. Analytic International Fund Institutional Class Shares

The following statements of additional
information are contained in Post-Effective Amendment No. 7 filed on April 7,
1999.

<PAGE>

PART C
UAM FUNDS, INC.II
OTHER INFORMATION
ITEM 23. EXHIBITS

Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following references are used: PRE 2 = Pre-Effective Amendment No. 2
filed on April 17, 1998; PEA 7 = Post-Effective Amendment No. 7 filed on April
7, 1999.

<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
- ------- ------------------------
<S> <C> <C>
A.1. Articles of Amendment and Reinstatement dated April 9, 1998 PRE 2
2. Articles of Amendment to Articles of Incorporation filed April 7, 1999 Filed herewith
3. Certificate of Change of Registered Agent and Address of UAM Funds, Inc. II filed Filed herewith
April 7, 1999
4. Articles Supplementary dated April 9, 1998 PRE 2
5. Articles Supplementary filed April 7, 1999 PEA 7

B. Amended and Restated By-Laws dated April 6, 1999 Filed herewith

C. The rights of security holders are defined in the Registrant's Articles of Amendments PRE 2
and Restatement and in the Registrant's By-Laws.

D.1. Investment Advisory Agreement For Analytic Defensive Equity Fund dated April 6, PEA 7, Filed herewith
1999
2. Investment Advisory Agreement For Analytic Enhanced Equity Fund dated April 6, PEA 7, Filed herewith
1999
3. Investment Advisory Agreement For Analytic Master Fixed Income Fund dated April 6, PEA 7, Filed herewith
1999
4. Investment Advisory Agreement For Analytic Short-Term Government Fund dated April PEA 7, Filed herewith
6, 1999

E. Forms of Selling Dealer Agreements Filed herewith

F. Distribution Agreement between Registrant and UAM Fund Distributors, Inc. dated as of Filed herewith
April 6, 1999

G. Fund Administration Agreement between Registrant and UAM Fund Services, Inc. dated Filed herewith
as of April 6, 1999

H. Mutual Fund Services Agreement between UAM Fund Services, Inc. and SEI Mutual Filed herewith
Funds Services dated April 7, 1999

I. Bonus or Profit Sharing Contracts Not applicable

J. Custodian Agreement between Registrant and CoreStates Bank, N.A. dated as of April 1, PRE 2
1998

K. Opinions and Consents of Counsel PEA 7

L.1. Consent of PricewaterhouseCoopers, LLP PEA 7
2. Consent of Deloitte & Touche, LLP PEA 7

M. Other Financial Statements Not applicable

N. Stock Subscription Agreement between the Registrant and Pilgrim Baxter & Associates, PRE 2
Ltd.
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
O. Rule 12b-1 Plan Not applicable

P. Financial Data Schedule Not applicable

Q. Rule 18f-3 Plan Not applicable

R. Powers of Attorney PEA 7
</TABLE>
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Not applicable.

ITEM 25. INDEMNIFICATION

Reference is made to Article SIXTH of the Registrant's Articles of
Incorporation, which was filed as Exhibit No. 1 to the Registrant's initial
registration statement, and as Exhibit No. A to PRE #2. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provision, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Provisions for indemnification of UAM Fund Services, Inc. are contained in
Section 6 of its Fund Administration Agreement with the Registrant.

Provisions for indemnification of the Registrant's investment advisers are
contained in Section 7 of their respective Investment Advisory Agreements with
the Registrant.

Provisions for indemnification of Registrant's principal underwriter, UAM Fund
Distributors, Inc., are contained in Section 15 of its Distribution Agreement
with the Registrant.

Provisions for indemnification of Registrant's custodian, First Union National
Bank, N.A. (formerly CoreState Bank N.A.) are contained in Section 14 of its
Fund Global Custody Agreement with the Registrant.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration Statement and "Investment Adviser" in
Part B of this Registration Statement. The information required by this Item 26
with respect to each director, officer, or partner of other investment adviser
of the Registrant is incorporated by reference to the Form ADV filed by Analytic
Investors, Inc. with the Securities and Exchange Commission pursuant to the
Investment Advisers Act of 1940, as amended, under the file number 801-7082.

Analytic Investors, Inc. is an affiliate of United Asset Management Corporation
("UAM"), a Delaware corporation owning firms engaged primarily in institutional
investment management.

ITEM 27. PRINCIPAL UNDERWRITERS

. UAM Fund Distributors, Inc. ("UAMFDI") acts as sole distributor of the
registrant's shares.

. The information required with respect to each director and officer of UAMFDI
is incorporated by reference to Schedule A of Form BD filed pursuant to the
Securities and Exchange Act of 1934 (SEC File No. 8-41126).

. Not applicable.
<PAGE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the Rules promulgated thereunder, are
maintained as follows:

(a) First Union National Bank (successor to CoreStates Bank, N.A.)
530 Walnut Street
Philadelphia, PA 19106

(b) SEI Investments Mutual Funds Services (formerly SEI Fund Resources)
One Freedom Valley Road
Oaks, PA 19456

(d) UAM Shareholder Services, Inc.
825 Duportail Road
Wayne, PA 19087

(e) DST Systems, Inc.
210 West 10th Street
Kansas City, Missouri 64105

ITEM 29. MANAGEMENT SERVICES

Not Applicable.

ITEM 30. UNDERTAKINGS

Not. Applicable.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and Commonwealth of Massachusetts on the
30th day of June, 1999.

UAM FUNDS, INC. II

/s/Michael E. DeFao
Michael E. DeFao, Esq.
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the 30th day of June, 1999:

- --------------------------------
Norton H. Reamer, Chairman and
President

- --------------------------------
John T. Bennett, Jr., Director

- --------------------------------
Nancy J. Dunn, Director

- --------------------------------
Philip D. English, Director

- --------------------------------
William A. Humenuk, Director

- --------------------------------
James P. Pappas, Director

- --------------------------------
Peter M. Whitman, Jr., Director

/s/Gary L. French
Gary L. French, Treasurer

/s/Michael E. DeFao
*Michael E. DeFao, Esq.
(Attorney-in-Fact)
<PAGE>

UAM Funds
Funds for the Informed Investorsm

The Analytic Funds

Institutional Class Prospectus September __, 1999

Ananlytic International
Fund

UAM(R)

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequecy of this
Prospectus. Any representation to the contrary is a criminal offense.
<PAGE>

Table of Contents

Fund Summary............................

What IS the Objective of the Fund?.....
What are the Principal Investment
Strategies of the Fund?...............
What are the Principal Risks of the
Fund?.................................
What are the Fees and Expenses of the
Fund?.................................

Investing with the UAM Funds............

Buying Shares..........................
Redeeming Shares.......................
Exchanging Shares......................
Transaction Policies...................

Account Policies........................

Small Accounts.........................
Distributions..........................
Federal Taxes..........................

Fund Details............................

Principal Investments And Risks Of The
Fund..................................
Other Investment Practices and
Strategies............................
Year 2000..............................
Investment Management..................
Shareholder Servicing Arrangements.....
<PAGE>

Fund Summary

WHAT IS THE OBJECTIVE OF THE FUND?
- --------------------------------------------------------------------------------
The fund seeks above-average total returns through investments in equity
securities of companies located in economies outside the United States. The
fund cannot guarantee it will meet its investment objective. The fund may
change its investment objective without shareholder approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE FUND?
- --------------------------------------------------------------------------------
This section summarizes the principal investment strategies of the fund. For
more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE FUND."

The fund normally invests at least 65% of its total assets in equity
securities of companies located outside the United States. The fund may also
purchase futures and options contracts traded on the major stock markets
located in those countries The fund does not intend to invest in securities
of emerging markets.

The adviser selects equity securities for the fund using a proprietary system
that ranks the stocks according to a mathematical model. Using its system, the
adviser believes it can assemble a portfolio of securities that is style and
sector neutral and consistently outperforms traditional strategies that focus
on a single style, such as value or growth.

WHAT ARE THE PRINCIPAL RISKS OF THE FUND?
- --------------------------------------------------------------------------------
This section summarizes the principal risks associated with investing in the
fund. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE FUND."

Risks Common to All Mutual Funds

As with all mutual funds, at any time your investment in the fund may be worth
more or less than the price that you originally paid for it. You may lose
money by investing in the fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The fund is not successful in reaching its goal because its strategy is out
of favor or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the fund.

1
<PAGE>

Analytic International Fund

The fund's main risks are those associated with investing in foreign equity
securities and those associated with purchasing futures and options contracts.

Foreign securities can be riskier and more volatile than domestic securities.
Adverse political and economic developments or changes in the value of foreign
currency can make it harder for the fund to sell its securities and could
reduce the value of your shares. Differences in tax and accounting standards
and difficulties in obtaining information about foreign companies can
negatively affect investment decisions.

The fund may use derivatives such as futures and options contracts, as well as
foreign currency exchange contracts and swaps. Derivatives are often more
volatile than other investments and may magnify a fund's gains or losses
causing it to make or lose substantially more money than it invested. A fund
may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset or
economic factor will move.
. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of the
portfolio.

Equity securities may experience sudden, unpredictable drops in value or long
periods of decline in value. This may occur because of factors affecting the
securities markets generally, an entire industry or sector or a particular
company.

2
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of
the Fund)

This table describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

----------------------------------------------------------------------------
Management Fees
----------------------------------------------------------------------------
Other Expenses+
----------------------------------------------------------------------------
Total Expenses*+

+ Since the fund is new, it has estimated its expenses for its first fiscal
year. For purposes of estimating its expenses, the fund assumed its average
daily assets would be $100 million.

* Expected Fees and Expenses The fund expects that the ratios stated in the
table above will be higher than the expenses you will actually pay. Due to
certain expense limits by the adviser, you are expected to pay the total
operating expenses listed in the table below during its first fiscal year.
The adviser may cancel its expense limitation at any time.
----------------------------------------------------------------------------
Expected Expenses

Example

This example can help you to compare the cost of investing in this fund to the
cost of investing in other mutual funds. The example assumes you invest
$10,000 in the fund for the periods shown and then redeem all of your shares
at the end of those periods. The example also assumes that you earned a 5%
return on your investment each year and that you paid the total expenses
stated above (which do not reflect any expense limitations) throughout the
period of your investment. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

1 Year 3 Years
- -------------------------------------------------------------------------------

3
<PAGE>

- --------------------------------------------------------------------------------
Investing with the UAM Funds

BUYING SHARES
- --------------------------------------------------------------------------------
To open an account To buy more shares
- --------------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party UAM Fund into which you want
checks). to invest.
- --------------------------------------------------------------------------------
By Wire Call 1-877-826-5465 for Call 1-877-826-5465 to get a
an account number and wire control number and wire
wire control number. your money to the UAM Funds as
Send your completed follows:
account application to
the UAM Funds. Wire your
money to the UAM Funds as
follows:
Wiring Instructions
--------------------------
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
- --------------------------------------------------------------------------------
By Automatic You may not open an To set up a plan, mail a
Investment Plan account via ACH. completed application to the
(Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM
Funds. Allow up to 15 days to
create the plan and 3 days to
cancel or change it
- --------------------------------------------------------------------------------
Minimum $2,500 -- regular account $100
Investments $500 -- IRAs
ts $250 -- spousal IRAs

4
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

REDEEMING SHARES
- --------------------------------------------------------------------------------
By Mail Send a letter signed by all registered parties on the
account to the UAM Funds specifying:
. The UAM Fund.
. The account number.
. The dollar amount or number of shares you wish to
redeem.
Certain shareholders may need to include additional
documents to redeem shares. Please see the Statement of
Additional Information (SAI) if you need more information.
- --------------------------------------------------------------------------------
By Telephone You must first establish the telephone redemption
privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.
Call 1-877-826-5465 to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to
you or wire them to your bank.
- --------------------------------------------------------------------------------
By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM Funds
Withdrawal Plan account to your financial institution.
(Via ACH) To participate in this service, you must complete the
appropriate sections of the account application and mail
it to the UAM Funds.

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, please read the prospectus of the UAM Fund for which
you want to exchange. You may obtain any UAM Fund prospectus by calling 1-
877-826-5465. You may only exchange shares between accounts with identical
registrations (i.e., the same names and addresses).

5
<PAGE>

TRANSACTION POLICIES
- --------------------------------------------------------------------------------
Calculating Your Share Price

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives and accepts your order. The
fund calculates its NAV as of the close of trading on the New York Stock
Exchange (NYSE) (generally 4:00 p.m. Eastern Time) each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order before the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading at the following
business day. The UAM Funds are open for business on the same days as the
NYSE, which is closed on weekends and certain holidays.

Securities that are traded on foreign exchanges may trade on days when the
fund does not calculate its NAV. Consequently, the value of the fund may
change on days when you are unable to purchase or redeem shares of the fund.

Buying or Selling Shares through a Financial Intermediary

You may buy or sell shares of the UAM Funds through a financial intermediary
(such as a financial planner or adviser). Generally, to buy or sell shares at
the NAV of any given day your financial intermediary must receive your order
before the close of trading on the NYSE that day. Your financial intermediary
is responsible for transmitting all purchase and redemption requests,
investment information, documentation and money to the UAM Funds on time.

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
business day. If your financial intermediary fails to do so, it may be
responsible for any resulting fees or losses.

Calculating NAV

The UAM Funds calculate their NAVs by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds use market prices to value their
investments. Investments that do not have readily available market prices are
valued at fair value, according to guidelines established by the UAM Funds.
The UAM Funds may also value securities at fair value when events occur that
make established valuation methods (such as stock exchange closing prices)
unreliable. The UAM Funds value debt securities that will mature in 60 days
or less at amortized cost, which approximates market value.

In-Kind Transactions

Under certain conditions and at the UAM Funds' discretion, the UAM Funds may
allow you to pay for shares with securities instead of cash. In addition, the

6
<PAGE>

UAM Funds may pay all or part of your redemption proceeds with securities
instead of cash.

Payment of Redemption Proceeds

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days from the purchase date. You
may avoid these delays by paying for shares with a certified check, bank check
or money order.

Signature Guarantee

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.

You may obtain a signature guarantee from most banks, savings institutions,
securities dealers, national securities exchanges, registered securities
associations, clearing agencies and other guarantor institutions. A notary
public cannot guarantee a signature.

Telephone Transactions

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. The UAM Funds will not be responsible
for any loss, liability, cost or expense for following instructions received
by telephone that it reasonably believes to be genuine.

Rights Reserved by the UAM Funds

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares.
. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying shares.
(Excessive trading can hurt performance by disrupting its management and by
increasing its expenses.)

Redemptions

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail. The UAM Funds may suspend
your right to redeem if:

. Trading on the NYSE is restricted.

7
<PAGE>

. The SEC allows the UAM Funds to delay redemptions.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written notice
to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

8
<PAGE>

Account Policies

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment. This
provision does not apply:

. To retirement accounts and certain other accounts.
. When the value of your account falls below the required minimum because of
market fluctuations.
The UAM Funds will notify you before liquidating your account and allow you 60
days to increase the value of your account.

DISTRIBUTIONS
- --------------------------------------------------------------------------------
Normally, the fund distributes its net investment income and net capital gains
once a year. The UAM Funds will automatically reinvest dividends and
distributions in additional shares of the fund, unless you elect on your
account application to receive them in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of investing
in the fund. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.

Taxes on Distributions

The distributions of the fund will generally be taxable to shareholders as
ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the fund held the relevant assets). You will
be subject to income tax on these distributions regardless of whether they are
paid in cash or reinvested in additional shares. Once a year the UAM Funds
will send you a statement showing the types and total amount of distributions
you received during the previous year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be

9
<PAGE>

avoided. Call 1-877-826-5465 to find out when the fund expects to make a
distribution to shareholders.

Taxes on Exchanges and Redemptions

When you exchange or redeem shares in any UAM Fund, you may recognize a
capital gain or loss for federal tax purposes. This gain or loss will be
based on the difference between the cost of your shares and the amount you
receive for them. To aid in computing your tax basis, you should keep your
account statements for the periods during which you held shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable in the
future.

To the extent the fund invests in foreign securities, it may be subject to
foreign withholding taxes with respect to dividends or interest the fund
received from sources in foreign countries. The fund may elect to treat some
of those taxes as a distribution to shareholders, which would allow
shareholders to offset some of their U.S. federal income tax.

Backup Withholding

By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.

10
<PAGE>

Fund Details

PRINCIPAL INVESTMENTS AND RISKS OF THE FUND
- --------------------------------------------------------------------------------
The following briefly describes the principal investment strategies that the
fund may employ in seeking its objective. For more information concerning
these investment practices and their associated risks, please read the "FUND
SUMMARY" and the SAI. The fund may change these strategies without shareholder
approval.

The fund normally invests at least 65% of its total assets in equity
securities of companies located outside the United States. The fund does not
intend to invest in securities of emerging markets. The fund may purchase
futures and options contracts as a cost effective method to gain full market
exposure to markets where it would otherwise have difficulty investing or in
countries where the fund believes the derivatives markets offer a superior
investment alternative to equity securities. The fund will also purchase
futures and options contracts to protect the fund against a change in the
price of a security. The fund will invest in companies of any size. The
adviser selects equity securities for the fund using the proprietary
investment process of the adviser described below.

Investment Process

The adviser uses a system that it believes can assemble a portfolio of
securities that is style and sector neutral and consistently outperforms
traditional strategies that focus on a single style, such as value or growth.
The adviser begins the stock selection process by using a proprietary system
to rank stocks according to their one-month expected return. The adviser's
system is based on a sophisticated mathematical model with variables that
cover multiple dimensions of a stock's intrinsic (or true) value, such as its
price momentum, company fundamentals, liquidity and risk.

Based on its rankings, the adviser then uses an optimization process to select
securities that will:

. Maximize expected returns for the fund.
. Minimize expected volatility.
. Diversify the assets of the fund among the various industries, sectors, and
individual securities.

The adviser also monitors the stocks held by the fund on a real-time basis
using its proprietary portfolio management system for developments in terms of
news events (such as lawsuits or takeover bids) and significant changes in
fundamental factors. The adviser sells securities only when it believes the
incremental return from the sale exceeds the associated transaction costs.

11
<PAGE>

Equity Securities

Equity securities represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.

Equity securities may lose value because of factors affecting the securities
markets generally, such as adverse changes in economic conditions, the general
outlook for corporate earnings, interest rates or investor sentiment. These
circumstances may lead to long periods of poor performance, such as during a
"bear market." Equity securities may also lose value because of factors
affecting an entire industry or sector, such as increases in production costs,
or factors directly related to a specific company, such as decisions made by
its management.

Foreign Securities

Foreign equity and fixed income securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
significant risks in addition to the risks inherent in U.S. investments.

Local political, economic, regulatory or social instability, military action
or unrest, or adverse diplomatic developments may affect the value of foreign
investments. A foreign government may act adversely to the interests of U.S.
investors. Such actions may include expropriation or nationalization of
assets, confiscatory taxation and other restrictions on U.S. investment.

The fund may purchase non-U.S. securities, which involves risks associated
with such securities not be denominated in and not paying cash flows in U.S.
dollars. The fund intends to mitigate those risks by engaging in such
currency hedging transactions as the manager deems necessary, including
hedging the foreign currency value of the securities back into U.S. dollars
and translating any gains, losses, income or expenses back into U.S. dollars.
These currency hedging transactions may include foreign exchange transactions,
as well as foreign currency futures and currency swap contracts. The fund
may, however, at its discretion choose to leave certain foreign assets
unhedged if, in the opinion of the fund's management team, the anticipated
movement in currencies favors such a position.

Since the fund's net asset value is denominated in U.S. dollars, changes in
foreign currency rates and in exchange control regulations may positively or
negatively affect the value of its securities. In January 1999, certain
European nations began to use the new European common currency, called the
Euro. The nations that use the Euro will have the same monetary policy
regardless of their domestic economy, which could have adverse effects on
those economies. In addition, difficulties in converting to the Euro could
negatively affect foreign investments.

Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those are in the United States. Securities of
some

12
<PAGE>

foreign issuers may be less liquid and more volatile than securities of
comparable U.S. issuers. In addition, the costs associated with foreign
investments, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than the costs associated with U.S. investments.

Foreign countries generally have different legal systems and different
regulations concerning financial disclosure, accounting and auditing standards
than the United States. This could make corporate financial information more
difficult to obtain or understand and less reliable than information about
U.S. companies.

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer that are issued by depository banks and generally
trade on an established market in the United States or elsewhere. Although
ADRs are alternatives to directly purchasing the underlying foreign securities
in their national markets and currencies, ADRs continue to be subject to many
of the risks associated with investing directly in foreign securities.

Derivatives

Generally, a derivative is a transaction whose value is 'derived' from the
value of an underlying asset, interest rate, exchange rate, or other indices.
The fund may use derivatives such as options, futures, foreign currency
exchange contracts and swaps. A futures contract is an agreement between two
parties whereby one party is obligated to buy and the other is obligated to
sell a security at an agreed upon price and time. An option is similar to a
future, except it is a right, not an obligation, to buy or sell a security.
Foreign currency exchange contracts involve an obligation to purchase or sell
a specific amount of currency at a future date at a specific price. Swap
transactions obligates two parties to exchange, or swap, a series of cash
flows at specified dates.

The fund selectively uses derivatives to protect against a change in the price
of an investment the fund owns or anticipates buying in the future (a practice
known as hedging). The fund also may use derivatives to gain full exposure in
a cost efficient method to markets where it would otherwise have difficulty
investing (speculation). Some of the factors that might make it difficult for
a fund to access a particular market include limitations on direct foreign
ownership of securities and restrictions on repatriation of capital, as well
as prohibitively high transactions costs and/or illiquid markets in certain
securities.

There are various factors that affect the fund's ability to achieve its
objectives with derivatives. Successful use of a derivative depends on the
degree to which prices of the underlying assets correlate with price movements
in the derivatives it buys or sells. The fund could be negatively affected if
the change in market value of its securities fails to correlate perfectly with
the prices of the futures and options it purchased or sold. The lack of a
liquid secondary market for a derivative may prevent the fund from closing its
derivative positions and could adversely impact its ability to achieve its
objectives and to realize profits or limit losses. Since derivatives
transactions may involve a high degree of leverage, a relatively small price
movement in a derivative may result in an immediate and substantial loss (as
well as gain) to the fund. Derivatives are

13
<PAGE>

often more volatile than other investments and the fund may lose more in the
derivative than it originally invested in it.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
In addition to the principal investments described above, the fund may deviate
from its investment strategies from time to time. It may also employ
investment practices that are not described in this prospectus, such as
repurchase agreements, when-issued and forward commitment transactions,
lending of securities, borrowing and other techniques. For information
concerning these investment practices and their risks, you should read the
SAI.

Portfolio Turnover

The fund may buy and sell investments relatively often and estimates that its
annual portfolio turnover rate will not exceed 150%. Such a strategy often
involves higher expenses, including brokerage commissions, and may increase
the amount of capital gains, particularly short-term gains realized by the
fund. Shareholders must pay tax on such capital gains.

Short-Term Investing

At times, the adviser may decide to invest up to 100% of the assets of the
fund in a variety of high-quality, short-term securities such as U.S.
government securities. The adviser may invest in these types of securities for
temporary defensive purposes, to earn a return on uninvested assets or to meet
redemptions. The adviser may temporarily adopt a defensive position to reduce
changes in the value of the shares of the fund that may result from adverse
market, economic, political or other developments.

When the adviser pursues a temporary defensive strategy, the fund may not
profit from favorable developments that it would have otherwise profited from
if it were pursuing its normal strategies. Likewise, these strategies may
prevent the fund from achieving its stated objectives.

YEAR 2000
- --------------------------------------------------------------------------------
Many computer programs in use today cannot distinguish the year 2000 from the
year 1900 because of the way they encode and calculate dates. Consequently,
these programs may not be able to perform necessary functions and could
disrupt the operations of the UAM Funds or financial markets in general. The
year 2000 issue affects all companies and organizations, including those that
provide services to the UAM Funds and those in which the UAM Funds invest.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
fund-related year 2000-related computer problems. They are actively working
on

14
<PAGE>

necessary changes to their own computer systems to prepare for the year
2000 and expect that their systems will be adapted before that date. They are
also requesting information on each service provider's state of readiness and
contingency plan. However, at this time the degree to which the year 2000
issue will affect the UAM Funds' investments or operations cannot be
predicted. Any negative consequences could adversely affect your investment in
the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------
Investment Adviser

Analytic Investors, Inc., a California corporation located at 700 South Flower
St., Suite 2400, Los Angeles, CA 90017, is the investment adviser to the fund.
The adviser manages and supervises the investment of the fund's assets on a
discretionary basis. The adviser, an affiliate of United Asset Management
Corporation, was founded in 1970 as one of the first independent investment
counsel firms specializing in the creation and continuous management of
optioned equity and optioned debt portfolios for fiduciaries and other long-
term investors. The adviser serves pensions and profit-sharing plans,
endowments, foundations, corporate investment portfolios, mutual savings banks
and insurance companies.

Pursuant to its Investment Advisory Agreement, the fund pays the adviser a fee
at the annual rate of __.__% of its average net assets. In addition, the
adviser has voluntarily agreed to limit the total expenses of the fund to
__.__% of its average net assets. To maintain this expense limit, the adviser
may waive a portion of its management fee and/or reimburse certain expenses of
the fund. The fund expects its fee waiver/expense reimbursement arrangement
to remain in effect for the current fiscal year; however, the adviser may end
such arrangements at any time.

Portfolio Managers

A team of investment professionals of the adviser is primarily responsibility
for the day-to-day management of the fund.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------
Brokers, dealers, banks, trust companies and other financial representatives
may receive compensation from the UAM Funds or their service providers for
providing a variety of services. This section briefly describes how financial
representatives may get paid.

15
<PAGE>

For providing certain services to their clients, financial representatives may
be paid a fee based on the assets of the UAM Funds that are attributable to
the financial representative. These services may include record keeping,
transaction processing for shareholders' accounts and certain shareholder
services not currently offered to shareholders that deal directly with the UAM
Funds. In addition, your financial representatives may charge you other
account fees for buying or redeeming shares of the UAM Funds or for servicing
your account. Your financial representative should provide you with a schedule
of its fees and services. The UAM Funds may pay all or part of the fees paid
to financial representatives. Periodically, the board of the UAM Funds
reviews these arrangements to ensure that the fees paid are appropriate to the
services performed. The UAM Funds do not pay these service fees on shares
purchased directly. In addition, the adviser and its affiliates may, at their
own expense, pay financial representatives for these services.

The adviser and its affiliates may, at their own expense, pay financial
representatives for distribution and marketing services performed with respect
to the UAM Funds.

The adviser may pay its affiliated companies distribution and marketing
services performed with respect to the UAM Funds.

16
<PAGE>

Portfolio Codes

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

Trading Symbol CUSIP Number Portfolio Number
-------------------------------------------------------------------------------

<PAGE>

The Analytic Funds

For investors who want more information about the fund, the following
documents are available upon request.

Annual/Semiannual Reports

The annual and semiannual reports of the fund provide additional information
about its investments. In the annual report, you will also find a discussion
of the market conditions and investment strategies that significantly affected
the performance of the portfolios during the last fiscal year. The fund's
first annual report will be available April 2000.

Statement of Additional Information

The SAI contains additional detailed information about the fund and is
incorporated by reference into (legally part of) this prospectus.

How to Get More Information

Investors can receive free copies of these materials, request other
information about the UAM Funds and make shareholder inquiries by writing to
or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

For a fee, you can get copies of the reports of the fund and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by calling
the SEC at 1-800-SEC-0330. You can get copies of this information for free on
the SEC's Internet site at www.sec.gov.

The fund's Investment Company Act of 1940 file number is 811-08605.

UAM(R)
<PAGE>

UAM Funds Inc. II
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

Analytic Defensive Equity Fund
Analytic Enhanced Equity Fund
Analytic International Fund
Analytic Master Fixed Income Fund
Analytic Short Term Government Fund

Institutional Class Shares

Statement of Additional Information
April 7, 1999, as amended September __, 1999

This statement of additional information is not a prospectus. However, you
should read it in conjunction with the prospectuses of the fund dated April 7,
1999, except for the analytic International fund dated September __, 1999. You
may obtain the fund's prospectuses by contacting the fund at the address listed
above.
<PAGE>

TABLE OF CONTENTS
<S> <C>
ANALYTIC DEFENSIVE EQUITY FUND................................................ 2

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?............................ 2
WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?........................... 2
WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?.............................. 4
HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?................. 5
WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?............ 5
WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?.. 5
EXPENSES..................................................................... 6

ANALYTIC ENHANCED EQUITY FUND................................................. 7

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?............................ 7
WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?........................... 7
WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?.............................. 9
HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?................. 10
WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?............ 10
WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?.. 10
EXPENSES..................................................................... 11

ANALYTIC INTERNATIONAL FUND................................................... 12

WHAT INVESTMENT STRATEGIES MAY THE FUND USE?................................. 12
WHAT ARE THE INVESTMENT POLICIES OF THE FUND?................................ 12
WHO IS THE INVESTMENT ADVISER OF THE FUND?................................... 14
HOW MUCH DOES THE FUND PAY FOR ADMINISTRATIVE SERVICES?...................... 14

ANALYTIC MASTER FIXED INCOME FUND............................................. 15

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?............................ 15
WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?........................... 15
WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?.............................. 17
HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?................. 18
WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?............ 18
WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?.. 18
EXPENSES..................................................................... 18

ANALYTIC SHORT-TERM GOVERNMENT FUND........................................... 20

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?............................ 20
WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?........................... 20
WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?.............................. 22
HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?................. 22
WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?............ 23
WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?.. 23
EXPENSES..................................................................... 23

DESCRIPTION OF PERMITTED INVESTMENTS.......................................... 1

DEBT SECURITIES.............................................................. 1
DERIVATIVES.................................................................. 7
EQUITY SECURITIES............................................................ 15
FOREIGN SECURITIES........................................................... 16
INVESTMENT COMPANIES......................................................... 20
REPURCHASE AGREEMENTS........................................................ 20
RESTRICTED SECURITIES........................................................ 20
SECURITIES LENDING........................................................... 21
SHORT SALES.................................................................. 21
</TABLE>

I-1
<PAGE>

<S> <C>
WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS............ 22

MANAGEMENT OF THE FUND........................................................ 23

INVESTMENT ADVISORY AND OTHER SERVICES........................................ 24
INVESTMENT ADVISER........................................................... 24
DISTRIBUTOR.................................................................. 25
ADMINISTRATIVE SERVICES...................................................... 25
CUSTODIAN.................................................................... 27
INDEPENDENT PUBLIC ACCOUNTANT................................................ 27

BROKERAGE ALLOCATION AND OTHER PRACTICES...................................... 27

SELECTION OF BROKERS......................................................... 27
SIMULTANEOUS TRANSACTIONS.................................................... 27
BROKERAGE COMMISSIONS........................................................ 27

CAPITAL STOCK AND OTHER SECURITIES............................................ 28

THE FUND..................................................................... 28
DESCRIPTION OF SHARES AND VOTING RIGHTS...................................... 28
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.................................... 29

PURCHASE REDEMPTION AND PRICING OF SHARES..................................... 29

NET ASSET VALUE PER SHARE.................................................... 29
PURCHASE OF SHARES........................................................... 30
REDEMPTION OF SHARES......................................................... 31
EXCHANGE PRIVILEGE........................................................... 33
TRANSFER OF SHARES........................................................... 33

PERFORMANCE CALCULATIONS...................................................... 33

TOTAL RETURN................................................................. 33
YIELD........................................................................ 34
COMPARISONS.................................................................. 34

TAXES......................................................................... 35

FINANCIAL STATEMENTS.......................................................... 35

MOODY'S INVESTORS SERVICE, INC................................................ 1

PREFERRED STOCK RATINGS...................................................... 1
DEBT RATINGS - TAXABLE DEBT & DEPOSITS GLOBALLY.............................. 1
SHORT-TERM PRIME RATING SYSTEM - TAXABLE DEBT & DEPOSITS GLOBALLY............ 2

STANDARD & POOR'S RATINGS SERVICES............................................ 3

PREFERRED STOCK RATINGS...................................................... 3
LONG-TERM ISSUE CREDIT RATINGS............................................... 3
SHORT-TERM ISSUE CREDIT RATINGS.............................................. 4

DUFF & PHELPS CREDIT RATING CO................................................ 5

LONG-TERM DEBT AND PREFERRED STOCK........................................... 5
SHORT-TERM DEBT.............................................................. 5

FITCH IBC RATINGS ............................................................ 6

INTERNATIONAL LONG-TERM CREDIT RATINGS ...................................... 6
</TABLE>

I-2
<PAGE>

Part I: Portfolio
Summaries
<PAGE>

Analytic Defensive Equity Fund

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?
- --------------------------------------------------------------------------------

The portfolio may use the securities and investment strategies listed below
in seeking its objective. This SAI describes each of these
investments/strategies and their risks in Part II under "Description of
Permitted Investments." The investments that are italicized are principal
strategies and you can find more information on these techniques in the
prospectus of the portfolio. You can find more information concerning the
ability of the portfolio to use these investments in "What Are the Investment
Policies of the Portfolio? "

. Equity securities (at least 65% of its total assets, and at least 80%
excluding cash, cash equivalents and U.S. government securities).

. Futures and options to protect against a change in the price of an investment
the portfolio owns or anticipates buying in the future (a practice known as
hedging).

. Short-term debt securities for temporary defensive purposes, to earn a return
on uninvested assets or to meet redemptions.

. Investment company securities.

. Repurchase agreements.

. Restricted securities.

. Securities lending.

. When-issued securities.

WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The portfolio will determine percentages (with the exception of a limitation
relating to borrowing) immediately after and as a result of the portfolio's
acquisition of such security or other asset. Accordingly, the portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment limitations.

Fundamental Policies

The following investment limitations are fundamental, which means the fund
cannot change them without approval by the vote of a majority of the
outstanding voting securities of fund, as defined by the 1940 Act. The fund
will not:

. Make loans except that the portfolio, in accordance with its investment
objective and policies, may (a) purchase debt obligations, (b) enter into
repurchase agreements and (c) lend its portfolio securities.

. Act as an underwriter of securities of other issuers, except as it may be
deemed to be an underwriter under the 1933 Act in connection with the
purchase and sale of portfolio securities.

. Purchase or sell commodities or commodity contracts, except that the
portfolio, in accordance with its investment objective and policies, may: (i)
invest in readily marketable securities of issuers which invest or engage in
such activities; and (ii) enter into forward contracts, futures contracts and
options thereon.

I-2
<PAGE>

estate, institutions that issue mortgages, or real estate investment
trusts which deal with real estate or interests therein.

. Issue senior securities (as defined in the 1940 Act) except as permitted in
connection with the portfolio's policies on borrowing and pledging, or as
permitted by rule, regulation or order of the SEC.

. Purchase more than 10% of the voting securities of any one issuer or purchase
securities of any one issuer if, at the time of purchase, more than 5% of its
total assets will be invested in that issuer except up to 25% of its assets
may be invested without regard to these limits. For purposes of this
investment limitation, the term "issuer" does not include obligations issued
or guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements collateralized by such obligations.

. Invest 25% or more of its total assets at the time of purchase in securities
of issuers (other than obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities and repurchase agreements
collateralized by such obligations) whose principal business activities are
in the same industry. For purposes of this investment limitation, state and
municipal governments and their agencies and authorities are not deemed to be
industries; utility companies will be divided according to their services
(e.g., gas, gas transmission, electric, electric and gas, and telephone), and
financial service companies will be classified according to end use of their
service (e.g., automobile finance, bank finance, and diversified finance).

. Borrow money (other than pursuant to reverse repurchase agreements) except
for temporary or emergency purposes and then only in amounts up to (a) 10% of
its total assets. The temporary borrowing will include, for example,
borrowing to facilitate the orderly sale of portfolio securities to
accommodate substantial redemption requests if they should occur, to
facilitate the settlement of securities transactions, and is not for
investment purposes. All borrowings in excess of 5% of the portfolio's total
assets will be repaid before making additional investments. The foregoing
percentages will apply at the time of each purchase of a security.

Non-Fundamental Policies

The following limitations are non-fundamental, which means the fund may
change them without shareholder approval.

The fund will not:

. Act as an underwriter of securities of other issuers, except as it may be
deemed to be an underwriter under the 1933 Act in connection with the
purchase and sale of portfolio securities.

. Purchase or sell real estate, or real estate partnership interests, except
that this limitation shall not prevent the portfolio from investing directly
or indirectly in readily marketable securities of issuers which can invest in
real estate, institutions that issue mortgages, or real estate investment
trusts which deal with real estate or interests therein.

I-3
<PAGE>

WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?

Analytic Investors, Inc., located at 700 S. Flower Street, Suite 2400, Los
Angeles, CA 90017,is the investment adviser to the fund. For its services,
the fund pays its adviser a fee equal to 0.60% of the fund's average daily
net assets.

Due to the effect of fee waivers by the adviser, the actual percentage of
average net assets that the portfolio pays in any given year may be different
from the rate set forth in its contract with the adviser. For more
information concerning the adviser, see "Investment Advisory and Other
Services" in Part II of this SAI.

What is the History of the Adviser?

The adviser was founded in 1970 as Analytic Investment Management, Inc., one
of the first independent investment counsel firms specializing in the
creation and continuous management of optioned equity and optioned debt funds
for fiduciaries and other long term investors. It is one of the oldest
investment management firms in this specialized area. In 1985 it became a
wholly-owned affiliate of UAM (NYSE:UAM). UAM is an investment management
holding company, with 51 affiliated management firms, managing more than $206
billion in assets. In January 1996, Analytic Investment Management, Inc.
acquired and merged with TSA Capital Management which emphasizes U.S. and
global tactical asset allocation, currency management, quantitative equity
and fixed income management, as well as option and yield curve strategies.

What is the Adviser's Philosophy?

The adviser utilizes state of the art quantitative investment management
techniques to deliver superior investment performance. We believe that the
use of such techniques allows us to fulfill our clients' objectives through
rational, systematic identification of market opportunities, while minimizing
the impact of human emotions which often dominate investment decision making.
The firm has based its investment decisions on quantitative techniques for
more than 25 years.

What is the Adviser's Investment Process and Style?

The Analytic Defensive Equity Fund is a stock fund which combines a
quantitative approach to stock selection with a unique hedging style. As the
name suggests, the goal of the Fund is to allow shareholders to enjoy
substantial protection against a declining stock market while still allowing
for the shareholder to participate to a large degree in a rising stock
market. The core strategy of the Fund is based on a belief that there are
five primary elements that drive an individual stock's performance: 1)
Relative Valuation, 2) Growth Potential, 3) Historical Return Momentum, 4)
Liquidity and 5) Risk. The valuation process examines dozens of financial
measures within these five elements. We accept, however, that the predictive
power of each of these financial measures has changed over time and will
continue to change into the future. As a result, Analytic Investors has
developed a unique weighting process for each of these financial measures
which allows our approach to adapt

I-4
<PAGE>

to constantly changing market conditions. The adaptive approach increases
the weight of those variables that have contributed most heavily to recent
performance and decreases the weight to those measures that have lost their
predictive capacity. The stock selection process commences by developing
rankings for all the companies in the Equity Universe based on the combined
attractiveness of the five elements. This requires extensive analysis and
necessitates the assistance of a computer model to simultaneously evaluate
all the data for each stock. Once the stocks are ranked, a highly
diversified portfolio is constructed by selecting that combination of
stocks which represents the best potential return while maintaining a risk
profile that is similar to the Equity Universe. Individual security
positions are limited to a maximum of a 3% active position relative to
their respective weights in the Equity Universe. Once established, this
portfolio is strategically hedged to reduce the risk to the overall
portfolio when individual stocks become excessively volatile.

HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?
- --------------------------------------------------------------------------------

In exchange for administrative services, the portfolio pays a fee to UAMFSI
calculated at the annual rate of:

. $14,500 for the first operational class;

. $3,000 for each additional class; plus

. 0.04% of the aggregate net assets of the portfolio.

The portfolio also pays a fee to UAMFSI for sub-administration and other
services provided by SEI. The fee, which UAMFSI pays to SEI, is calculated
at the annual rate of:

. $52,500 for the first operational class;

. $7,500 for each additional operational class; plus

. 0.039% of their pro rata share of the combined assets of the fund.

WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

As of ________, 1999, the following persons or organizations held of record
or beneficially 5% or more of the shares of a portfolio:

Name and Address of Shareholder Percentage of Shares Owned

---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------

Any shareholder listed above as owning 25% or more of the outstanding
shares of a portfolio may be presumed to "control" (as that term is defined
in the 1940 Act) the portfolio. Shareholders controlling the portfolio
could have the ability to vote a majority of the shares of the portfolio on
any matter requiring the approval of shareholders of the portfolio.

WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?
- --------------------------------------------------------------------------------

The portfolio measures its performance by calculating its yield and total
return. Yield and total return figures are based on historical earnings and
are not intended to indicate future performance. The portfolio calculates
its current yield and average annual total return information according to
the methods required by the SEC. For more information concerning the
performance of the portfolio, including the way it calculates its
performance figures, see "Performance Calculations" in Part II of this SAI.

I-5
<PAGE>

Average Annual Total Return (for periods ended December 31, 1998)

<TABLE>
<CAPTION>
Shorter of 10 Years
1 Year 5 Years or Since Inception Inception Date
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
28.89% 17.21% 13.01%

EXPENSES
- ------------------------------------------------------------------------------------------------
Investment Investment
Advisory Fees Advisory Fees Administrator Brokerage
Paid* Waived* Fee+ Commissions
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $253,110 $105,594 $80,296 $258,118
1997 $389,998 $ 0 $115,544 $159,674
1996 $363,576 $ 0 $126,424 $149,614
</TABLE>

* From August 31, 1998 to December 31, 1998, Pilgrim Baxter was the investment
adviser was the portfolio's sub-adviser. During that period, any fees paid
to Analytic Investors were paid from Pilgrim Baxter advisory fees. Before
August 31, 1998 Analytic Investors was to investment adviser to the
portfolio.

+ From August 31, 1998, to December 31, 1998 PBHG Fund Services, Inc. was the
administrator to the portfolio. From May 15, 1997 to August 31, 1998, UAM
Fund Services, Inc. was the administrator to the portfolio. Before May 15,
1997, Analytic Investors was the administrator to portfolio.

I-6
<PAGE>

Analytic Enhanced Equity Fund

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?
- --------------------------------------------------------------------------------
The portfolio may use the securities and investment strategies listed below in
seeking its objective. This SAI describes each of these
investments/strategies and their risks in Part II under "Description of
Permitted Investments." The investments that are italicized are principal
strategies and you can find more information on these techniques in the
prospectus of the portfolio. You can find more information concerning the
ability of the portfolio to use these investments in "What Are the Investment
Policies of the Portfolio?"

. Equity securities (at least 65% of its total assets).
. Futures and options to maintain exposure to the securities markets
(speculation).
. Investment company securities.
. Repurchase agreements.
. Restricted securities.
. Securities lending.
. When-issued securities.

WHAT ARE THE INVESTMENT POLICIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
The portfolio will determine percentages (with the exception of a limitation
relating to borrowing) immediately after and as a result of the portfolio's
acquisition of such security or other asset. Accordingly, the portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment limitations.

Fundamental Policies

. Make loans except that each fund, in accordance with its investment objective
and policies, may (a) purchase debt obligations, (b) enter into repurchase
agreements and (c) lend its fund securities.

. Act as an underwriter of securities of other issuers, except as it may be
deemed to be an underwriter under the 1933 Act in connection with the
purchase and sale of fund securities.

. Purchase or sell commodities or commodity contracts, except that a fund, in
accordance with its investment objective and policies, may: (i) invest in
readily marketable securities of issuers which invest or engage in such
activities; and (ii) enter into forward contracts, futures contracts and
options thereon.

. Purchase or sell real estate, or real estate partnership interests, except
that this limitation shall not prevent a fund from investing directly or
indirectly in readily marketable securities of issuers which can invest in
real estate, institutions that issue mortgages, or real estate investment
trusts which deal with real estate or interests therein.

. Issue senior securities (as defined in the 1940 Act) except as permitted in
connection with the fund's policies on borrowing and pledging, or as
permitted by rule, regulation or order of the SEC.

I-7
<PAGE>

assets may be invested without regard to these limits. For purposes of this
investment limitation, the term "issuer" does not include obligations issued
or guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements collateralized by such obligations.

. Borrow money (other than pursuant to reverse repurchase agreements) except
for temporary or emergency purposes and then only in amounts up to 15% of the
total assets of the fund. The temporary borrowing will include, for example,
borrowing to facilitate the orderly sale of fund securities to accommodate
substantial redemption requests if they should occur, to facilitate the
settlement of securities transactions, and is not for investment purposes.
All borrowings in excess of 5% of a fund's total assets will be repaid before
making additional investments. The foregoing percentages will apply at the
time of each purchase of a security.

Non-Fundamental Policies
The following limitations are non-fundamental, which means the fund may
change them without shareholder approval.

The fund will not:

. Pledge more than 10% of its total assets, except that each fund may pledge
assets to the extent permitted by the 1940 Act in order to (i) secure
permitted borrowings or (ii) as may be necessary in connection with the
fund's use of options and futures contracts.

. Purchase or hold the securities of an issuer if, at the time thereof, any
such purchase or holding would cause more than 15% of the fund's net assets
to be invested in illiquid securities. This limitation does not include any
Rule 144A security that has been determined by, or pursuant to procedures
established by, the board, based on trading markets for such security, to be
liquid.

. Purchase or sell puts, calls, straddles, spreads, and any combination thereof
except that a fund may, in accordance with its investment objective and
policies, write covered call options with respect to any of its fund
securities, write covered put options and enter into closing purchase
transactions with respect to such options, engage in put and call option
transactions and engage in interest rate and stock index futures contracts
and related options transactions.

. Purchase securities of open-end or closed-end investment companies, except to
the extent permitted by the 1940 Act.
. Invest in companies for the purpose of exercising control.

. Purchase securities on margin, except that each fund may: (i) obtain short-
term credits as necessary for the clearance of security transactions; and
(ii) establish margin accounts as may be necessary in connection with the
fund's use of options and futures contracts.

. Invest in interests in oil, gas or other mineral leases, exploration or
development programs, except that this shall not prevent a fund from
investing in readily marketable securities of issuers that invest or engage
in oil, gas or other mineral leases, exploration or development programs or
issuers secured by interest in such activities.

. Invest more than 5% of the value of its net assets (total assets with respect
to the Analytic Defensive Equity Fund) in securities of issuers which have a
record of less than three years continuous operation, including in such three
years the operation of any predecessor company or companies, partnership or
individual proprietorship if the company whose securities are to be purchased
by the fund has come into existence as a

I-8
<PAGE>

result of a distribution, merger, consolidation, reorganization or the
purchase of all or substantially all of the assets of such predecessor.

. Purchase or retain the securities of any issuer if, to the knowledge of the
fund, any of the officers or directors of the fund or its investment adviser
owns individually more than one-half of one percent of the securities of such
issuer and together own more than 5% of the securities of such issuer.

WHO IS THE INVESTMENT ADVISER OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
Analytic Investors, Inc., located at 700 S. Flower Street, Suite 2400, Los
Angeles, CA 90017,is the investment adviser to the fund. For its services,
the fund pays its adviser a fee equal to 0.60% of the fund's average daily net
assets.

Due to the effect of fee waivers by the adviser, the actual percentage of
average net assets that the portfolio pays in any given year may be different
from the rate set forth in its contract with the adviser. For more information
concerning the adviser, see "Investment Advisory and Other Services" in Part
II of this SAI.

What is the History of the Adviser?

The adviser was founded in 1970 as Analytic Investment Management, Inc., one
of the first independent investment counsel firms specializing in the creation
and continuous management of optioned equity and optioned debt funds for
fiduciaries and other long term investors. It is one of the oldest investment
management firms in this specialized area. In 1985 it became a wholly-owned
affiliate of UAM (NYSE:UAM). UAM is an investment management holding company,
with 51 affiliated management firms, managing more than $206 billion in
assets. In January 1996, Analytic Investment Management, Inc. acquired and
merged with TSA Capital Management which emphasizes U.S. and global tactical
asset allocation, currency management, quantitative equity and fixed income
management, as well as option and yield curve strategies.

What is the Adviser's Philosophy?

The adviser utilizes state of the art quantitative investment management
techniques to deliver superior investment performance. We believe that the use
of such techniques allows us to fulfill our clients' objectives through
rational, systematic identification of market opportunities, while minimizing
the impact of human emotions which often dominate investment decision making.
The firm has based its investment decisions on quantitative techniques for
more than 25 years.

What is the Adviser's Investment Process and Style?

The adviser believes the characteristics that drive stock prices can be
systematically identified and measured. There are five primary elements used
to determine a stock's attractiveness: 1) relative valuation 2) growth
potential 3) historical return momentum 4) liquidity 5) risk. The valuation
process examines dozens of financial measures within these five elements. The
adviser accepts, however, that the predictive power of each of these financial
measures has changed over time and will continue to change into the future.
As a result, the adviser has developed a unique weighting process for each of
these financial measures, which allows our approach to adapt to constantly
changing market conditions. The adaptive approach increases the weight of
those variables that have contributed most heavily to recent performance and
decreases the weight to those measures that have lost their predictive
capacity. The enhanced equity process commences by developing rankings for
all the companies in the equity universe based on the combined attractiveness
of the five elements. This requires extensive analysis and necessitates the
assistance of a computer model to simultaneously evaluate all the data for
each stock. Once the stocks are ranked, a highly diversified portfolio is
constructed by selecting that combination of stocks which represents the best
potential return while maintaining a risk profile that is similar to the
equity universe. In the process, our quantitative approach greatly reduces
the exposures to firm size, market style, and economic sector biases. This is
referred to as being size neutral, style neutral and sector neutral. The
portfolio is monitored daily, and re-balanced monthly to ensure optimum
performance. Individual security positions are limited to a maximum of a 3%
active position relative to their respective weights in the equity universe.
The portfolio seeks to be fully invested at all times.

I-9
<PAGE>

HOW MUCH DOES THE PORTFOLIO PAY FOR ADMINISTRATIVE SERVICES?
- --------------------------------------------------------------------------------
In exchange for administrative services, the portfolio pays a fee to UAMFSI
calculated at the annual rate of:

. $14,500 for the first operational class; plus

. $3,000 for each additional class; plus

. 0.04% of the aggregate net assets of the portfolio.

The portfolio also pays a fee to UAMFSI for sub-administration and other
services provided by CGFSC. The fee, which UAMFSI pays to CGFSC, is
calculated at the annual rate of:

. $52,500 for the first operational class; plus

. $7,500 for each additional operational class; plus

. 0.039% of their pro rata share of the combined assets of the UAM Funds.

WHO ARE THE PRINCIPAL HOLDERS OF THE SECURITIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
As of ________, 1999, the following persons or organizations held of record or
beneficially 5% or more of the shares of a portfolio:

<TABLE>
<CAPTION>
Name and Address of Shareholder Percentage of Shares Owned
<S> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>

Any shareholder listed above as owning 25% or more of the outstanding shares
of a portfolio may be presumed to "control" (as that term is defined in the
1940 Act) the portfolio. Shareholders controlling the portfolio could have the
ability to vote a majority of the shares of the portfolio on any matter
requiring the approval of shareholders of the portfolio.

WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?
- --------------------------------------------------------------------------------
The portfolio measures its performance by calculating its yield and total
return. Yield and total return figures are based on historical earnings and
are not intended to indicate future performance. The portfolio calculates its
current yield and average annual total return information according to the
methods required by the SEC. For more information concerning the performance
of the portfolio, including the way it calculates its performance figures, see
"Performance Calculations" in Part II of this SAI.

Average Annual Total Return (for periods ended December 31, 1998)
<TABLE>
<CAPTION>
1 Year 5 Years Shorter of 10 Years or Since Inception Date
Inception
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
37.82% 24.33% 22.76% 6/30/93

</TABLE>

I-10
<PAGE>

EXPENSES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investment Investment Administrator Fee+ Brokerage
Advisory Fees Paid* Advisory Fees Commissions
Waived*
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $40,830 $66,917 $48,987 $64,668
1997 $ 0 $40,662 $21,124 $16,005
1996 $3,860 $50,426 $80,296 $24,710
</TABLE>

I-11
<PAGE>

Analytic International Fund

WHAT INVESTMENT STRATEGIES MAY THE FUND USE?
- --------------------------------------------------------------------------------
The fund may use the securities and investment strategies listed below in
seeking its objective. This SAI describes each of these
investments/strategies and their risks in Part II under "Description of
Permitted Investments." The investments that are italicized are principal
strategies and you can find more information on these techniques in the
prospectus of the fund. You can find more information concerning the ability
of the fund to use these investments in "What Are the Investment Policies of
the Fund?"

. Equity Securities (at least 65% of its total assets).

. Foreign Securities

. Futures contracts and options to protect against a change in the price of an
investment the fund owns or anticipates buying in the future (a practice
known as hedging) and to gain full exposure in a cost efficient method to
markets where it would otherwise have difficulty investing (speculation).

. Foreign currency exchange contracts to protect against a change in the price
of an investment the portfolio owns or anticipates buying in the future (a
practice known as hedging).

. Swaps to gain full exposure in a cost efficient method to markets where it
would otherwise have difficulty investing (speculation).
. Debt securities in either domestic or foreign markets.

. Short-term debt securities for temporary defensive purposes, to earn a return
on uninvested assets or to meet redemptions.

. Investment company securities.

. Repurchase agreements.

. Restricted securities.

. Securities lending.

. When-issued securities.

WHAT ARE THE INVESTMENT POLICIES OF THE FUND?
- --------------------------------------------------------------------------------
The fund will determine percentages (with the exception of a limitation
relating to borrowing) immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, the fund will not
consider changes in values, net assets or other circumstances when determining
whether the investment complies with its investment limitations.

Fundamental Policies

. Make any investment that is inconsistent with its classification as a
diversified investment management company under the 1940 Act.

. Concentrate its investments in securities of issuers primarily engaged in any
particular industry (other securities issued or guaranteed by the United
States government or its agencies or instrumentalities or when the fund
adopts a temporary defensive position).

I-12
<PAGE>

. Issue senior securities, except as permitted by the 1940 Act.

. Invest in physical commodities or contracts on physical commodities.

. Purchase or sell real estate or real estate limited partnerships, although it
may purchase and sell securities of companies which deal in real estate and
may purchase and sell securities which are secured by interests in real
estate.

. Make loans except (i) by that the acquisition of investment securities or
other investment instruments in accordance with the fund's prospectus and
statement of additional information shall not be deemed to be the making of a
loan; and (ii) that the fund may lend its fund securities in accordance with
applicable law and the guidelines set forth in the fund's prospectus and
statement of additional information, as they may be amended from time to
time.

. Underwrite the securities of other issuers.

. Borrow money, except to the extent permitted by applicable law and the
guidelines set forth in the fund's prospectus and statement of additional
information, as they may be amended from time to time.

Non-Fundamental Policies
The following limitations are non-fundamental, which means the fund may change
them without shareholder approval.

The fund will not:

. Purchase on margin or sell short except that the fund may purchase futures as
described in the prospectus and this SAI.

. Invest more than 10% of its total assets in the securities of other
investment companies.

. Invest more than 5% of its total assets in the securities of any one
investment company.

. Acquire more than 3% of the voting securities of any other investment
company.

. Invest more than an aggregate of 15% of its net assets in securities that are
subject to legal or contractual restrictions on resale (restricted
securities) or securities for which there are no readily available markets
(illiquid securities).

Borrowing

The fund may borrow from banks and enter into reverse repurchase agreements in
an amount up to 33 1/3% of its total assets, taken at market value. The fund
may also borrow an additional 5% of its total assets from banks or others for
temporary or emergency purposes, such as the redemption of fund shares. The
fund may purchase additional securities so long as borrowings do not exceed 5%
of its total assets. The fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of fund securities. The
fund may purchase securities on margin and engage in short sales to the extent
permitted by applicable law.

Asset Coverage

The fund will cover its derivatives according to guidelines established by the
SEC so as to avoid creating a "senior security" (as defined in the 1940 Act)
in connection with use of such instruments. Accordingly, the fund will either
own the securities underlying the derivative or will segregate with its
custodian cash or liquid securities in an amount at all times equal to the
fund's commitment with respect to these instruments or contracts. Assets that
are segregated for purposes of proving cover need not be physically segregated
in a separate account provided that the custodian notes on its books that such
securities are segregated.

I-13
<PAGE>

WHO IS THE INVESTMENT ADVISER OF THE FUND?
- --------------------------------------------------------------------------------
Analytic Investors, Inc., located at 700 S. Flower Street, Suite 2400, Los
Angeles, CA 90017,is the investment adviser to the fund. For its services,
the fund pays its adviser a fee equal to ___% of the fund's average daily net
assets.

Due to the effect of fee waivers by the adviser, the actual percentage of
average net assets that the fund pays in any given year may be different from
the rate set forth in its contract with the adviser. For more information
concerning the adviser, see "Investment Advisory and Other Services" in Part
II of this SAI.

What is the History of the Adviser?

The adviser was founded in 1970 as Analytic Investment Management, Inc., one
of the first independent investment counsel firms specializing in the creation
and continuous management of optioned equity and optioned debt funds for
fiduciaries and other long term investors. It is one of the oldest investment
management firms in this specialized area. In 1985 it became a wholly-owned
affiliate of UAM (NYSE:UAM). UAM is an investment management holding company,
with 51 affiliated management firms, managing more than $206 billion in
assets. In January 1996, Analytic Investment Management, Inc. acquired and
merged with TSA Capital Management which emphasizes U.S. and global tactical
asset allocation, currency management, quantitative equity and fixed income
management, as well as option and yield curve strategies.

. What is the Adviser's Philosophy?

. The adviser utilizes state of the art quantitative investment management
techniques to deliver superior investment performance. We believe that the
use of such techniques allows us to fulfill our clients' objectives through
rational, systematic identification of market opportunities, while minimizing
the impact of human emotions which often dominate investment decision making.
The firm has based its investment decisions on quantitative techniques for
more than 25 years.

What is the Adviser's Investment Process and Style?
[TO COME]

HOW MUCH DOES THE FUND PAY FOR ADMINISTRATIVE SERVICES?
- --------------------------------------------------------------------------------
In exchange for administrative services, the fund pays a fee to UAMFSI
calculated at the annual rate of:

. $14,500 for the first operational class;

. $3,000 for each additional class; plus

. 0.06% of the aggregate net assets of the fund.

The fund also pays a fee to UAMFSI for sub-administration and other services
provided by SEI. The fee, which UAMFSI pays to SEI, is calculated at the
annual rate of:

. $35,500 for the first operational class;

. $5,000 for each additional operational class; plus

. 0.03% of their pro rata share of the combined assets of the fund.

I-14
<PAGE>

Analytic Master Fixed Income Fund

. Debt securities (at least 65% of its total assets in high-grade debt
securities).

. Investment company securities.

. Repurchase agreements.

. Restricted securities.

. Securities lending.

. When-issued securities.

Fundamental Policies

. Make loans except that each fund, in accordance with its investment objective
and policies, may (a) purchase debt obligations, (b) enter into repurchase
agreements and (c) lend its fund securities.

. Act as an underwriter of securities of other issuers, except as it may be
deemed to be an underwriter under the 1933 Act in connection with the
purchase and sale of fund securities.

. Issue senior securities (as defined in the 1940 Act) except as permitted in
connection with the fund's policies on borrowing and pledging, or as
permitted by rule, regulation or order of the SEC.

I-15
<PAGE>

"issuer" does not include obligations issued
or guaranteed by the U.S. government, its agencies or instrumentalities and
repurchase agreements collateralized by such obligations.

Non-Fundamental Policies
The following limitations are non-fundamental, which means the fund may change
them without shareholder approval.

The fund will not:

. Purchase securities of open-end or closed-end investment companies, except to
the extent permitted by the 1940 Act.

. Invest in companies for the purpose of exercising control.

I-16
<PAGE>

Due to the effect of fee waivers by the adviser, the actual percentage of
average net assets that the portfolio pays in any given year may be different
from the rate set forth in its contract with the adviser. For more information
concerning the adviser, see "Investment Advisory and Other Services" in Part
II of this SAI.

What is the History of the Adviser?

The adviser was founded in 1970 as Analytic Investment Management, Inc., one
of the first independent investment counsel firms specializing in the creation
and continuous management of optioned equity and optioned debt funds for
fiduciaries and other long term investors. It is one of the oldest investment
management firms in this specialized area. In 1985 it became a wholly-owned
affiliate of UAM (NYSE:UAM). UAM is an investment management holding company,
with 51 affiliated management firms, managing more than $206 billion in
assets. In January 1996, Analytic Investment Management, Inc. acquired and
merged with TSA Capital Management which emphasizes U.S. and global tactical
asset allocation, currency management, quantitative equity and fixed income
management, as well as option and yield curve strategies.

What is the Adviser's Philosophy?

The adviser utilizes state of the art quantitative investment management
techniques to deliver superior investment performance. We believe that the use
of such techniques allows us to fulfill our clients' objectives through
rational, systematic identification of market opportunities, while minimizing
the impact of human emotions which often dominate investment decision making.
The firm has based its investment decisions on quantitative techniques for
more than 25 years.

What is the Adviser's Investment Process and Style?

The Master Fixed Income Fund is an intermediate term bond fund that seeks to
outperform other intermediate term bond funds through three sources of value:
(1) Analyzing shifts in the yield curve ; (2) Tactically increasing and
decreasing the allocation of the Fund to the corporate bond sector; and (3) )
Utilizing a unique method of creating "synthetic" corporatebonds . Analytic
believes that through careful quantitative analysis these three methods can
add value without significantly increasing the volatility of the Fund above
that of the intermediate-term bond market.

The core strategy of the fund begins with the selection of a diversified mix
of Treasuries, agencies, mortgage-related bonds, and high-grade corporate
bonds. Additional value is found in the corporate sector through the creation
of synthetic high-grade corporate instruments using Analytic's option
valuation model. The usefulness of this procedure is in its ability to make
available to the Fund a far broader array of corporate bond choices than can
typically be found in the traditional corporate bond market. This broader
array of choices offered by the creation of synthetic bonds includes (1) bonds
free from the callability feature that so often adds unnecessary risk to the
use of traditional corporate bonds; (2) bonds that have a level of credit
quality that can be higher or lower than the credit quality of existing
corporate bonds; (3) bonds associated with corporations that don't typically
offer corporate bonds. The Fund varies exposure to the synthetic bond market
depending on the availability of mispriced offerings, as identified by
Analytic's real-time, proprietary valuation approach. Finally, the Fund uses a
sophisticated approach to assess the shape of the yield curve and to find
arbitrage opportunities to provide additional value.

I-17
<PAGE>

. $14,500 for the first operational class; plus

. $3,000 for each additional class; plus

. 0.04% of the aggregate net assets of the portfolio.

The portfolio also pays a fee to UAMFSI for sub-administration and other
services provided by CGFSC. The fee, which UAMFSI pays to CGFSC, is
calculated at the annual rate of:

. $52,500 for the first operational class; plus

. $7,500 for each additional operational class; plus

. 0.039% of their pro rata share of the combined assets of the UAM Funds.

<TABLE>
<CAPTION>
Percentage of Shares
Name and Address of Shareholder Owned
<S> <C>
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>

Any shareholder listed above as owning 25% or more of the outstanding shares
of a portfolio may be presumed to "control" (as that term is defined in the
1940 Act) the portfolio. Shareholders controlling the portfolio could have the
ability to vote a majority of the shares of the portfolio on any matter
requiring the approval of shareholders of the portfolio.

WHAT WAS THE PORTFOLIO'S PERFORMANCE AS OF ITS MOST RECENT FISCAL YEAR END?
- -------------------------------------------------------------------------------
The portfolio measures its performance by calculating its yield and total
return. Yield and total return figures are based on historical earnings and
are not intended to indicate future performance. The portfolio calculates its
current yield and average annual total return information according to the
methods required by the SEC. For more information concerning the performance
of the portfolio, including the way it calculates its performance figures, see
"Performance Calculations" in Part II of this SAI.

Average Annual Total Return (for periods ended December 31, 1998)
<TABLE>
<CAPTION>
1 Year 5 Years Shorter of 10 Years Inception Date
or Since Inception
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3.80% 6.82% 6.87%

</TABLE>

EXPENSES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investment Investment Administrator Fee Brokerage
Advisory Fees Paid Advisory Fees Commissions
Waived
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $11,870 $10,391 $33,890 $27,405
1997 $65,462 $40,662 $50,426 $43,983
1996 $70,152 $50,426 $57,248 $27,017
</TABLE>

I-18
<PAGE>

Analytic Short-Term Government Fund

. Securities of the United States government (at least 65% of its total
assets).
. Investment company securities.

. Repurchase agreements.

. Restricted securities.

. Securities lending.

. When-issued securities.

Fundamental Policies

. Make loans except that each fund, in accordance with its investment objective
and policies, may (a) purchase debt obligations, (b) enter into repurchase
agreements and (c) lend its fund securities.

. Act as an underwriter of securities of other issuers, except as it may be
deemed to be an underwriter under the 1933 Act in connection with the
purchase and sale of fund securities.

. Issue senior securities (as defined in the 1940 Act) except as permitted in
connection with the fund's policies on borrowing and pledging, or as
permitted by rule, regulation or order of the SEC.

I-19
<PAGE>

"issuer" does not include obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities and repurchase agreements
collateralized by such obligations.

Non-Fundamental Policies
The following limitations are non-fundamental, which means the fund may change
them without shareholder approval.

The fund will not:

. Purchase securities of open-end or closed-end investment companies, except to
the extent permitted by the 1940 Act.

. Invest in companies for the purpose of exercising control.

I-20
<PAGE>

Due to the effect of fee waivers by the adviser, the actual percentage of
average net assets that the portfolio pays in any given year may be different
from the rate set forth in its contract with the adviser. For more information
concerning the adviser, see "Investment Advisory and Other Services" in Part
II of this SAI.

What is the History of the Adviser?

The adviser was founded in 1970 as Analytic Investment Management, Inc., one
of the first independent investment counsel firms specializing in the creation
and continuous management of optioned equity and optioned debt funds for
fiduciaries and other long term investors. It is one of the oldest investment
management firms in this specialized area. In 1985 it became a wholly-owned
affiliate of UAM (NYSE:UAM). UAM is an investment management holding company,
with 51 affiliated management firms, managing more than $206 billion in
assets. In January 1996, Analytic Investment Management, Inc. acquired and
merged with TSA Capital Management which emphasizes U.S. and global tactical
asset allocation, currency management, quantitative equity and fixed income
management, as well as option and yield curve strategies.

What is the Adviser's Philosophy?

The adviser utilizes state of the art quantitative investment management
techniques to deliver superior investment performance. We believe that the use
of such techniques allows us to fulfill our clients' objectives through
rational, systematic identification of market opportunities, while minimizing
the impact of human emotions which often dominate investment decision making.
The firm has based its investment decisions on quantitative techniques for
more than 25 years.

What is the Adviser's Investment Process and Style?

The fund is, a fixed income fund that invests primarily in high-grade debt
instruments of short maturities, three years or less. While the fund invests
more than half its assets in US Treasury and Agency securities, the portfolio
management team enhances performances through three sources of value: (1)
Selected use of short-term corporate securities; (2) A sophisticated approach
to finding and exploiting yield curve arbitrage opportunities; and (3)
Tactical investments in short-term interest rate differentials between major
global economies.

. $14,500 for the first operational class; plus

. $3,000 for each additional class; plus

. 0.04% of the aggregate net assets of the portfolio.

The portfolio also pays a fee to UAMFSI for sub-administration and other
services provided by CGFSC. The fee, which UAMFSI pays to CGFSC, is
calculated at the annual rate of:

. $52,500 for the first operational class; plus

. $7,500 for each additional operational class; plus

. 0.039% of their pro rata share of the combined assets of the UAM Funds.

I-21
<PAGE>

<TABLE>
<CAPTION>
Percentage of Shares
Name and Address of Shareholder Owned
<S> <C>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>

Any shareholder listed above as owning 25% or more of the outstanding shares
of a portfolio may be presumed to "control" (as that term is defined in the
1940 Act) the portfolio. Shareholders controlling the portfolio could have the
ability to vote a majority of the shares of the portfolio on any matter
requiring the approval of shareholders of the portfolio.

EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investment Investment Administrator Fee Brokerage
Advisory Fees Paid Advisory Fees Commissions
Waived
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $5,656 $5.012 $32,639 $2,737
1997 $ 0 $2,791 $24,891 $ 0
1996 $36,314 $40,090 $54,386 $ 0
</TABLE>

I-22
<PAGE>

Part II: The UAM Funds in Detail
Funds in Detail
<PAGE>

Description of Permitted Investments

DEBT SECURITIES
- --------------------------------------------------------------------------------
Corporations and governments use debt securities to borrow money from
investors. Most debt securities promise a variable or fixed rate of return
and repayment of the amount borrowed at maturity. Some debt securities, such
as zero-coupon bonds, do not pay current interest and are purchased at a
discount from their face value. Debt securities may include, among other
things, all types of bills, notes, bonds, mortgage-backed securities or asset-
backed securities.

Types of Debt Securities

U.S. Government Securities

U.S. government securities are securities that the United States Treasury has
issued (treasury securities) and securities that a federal agency or a
government-sponsored entity has issued (agency securities). Treasury
securities include treasury notes, which have initial maturities of one to ten
years and treasury bonds, which have initial maturities of at least ten years
and certain types of mortgage-backed securities that are described under
"Mortgage-Backed and Other Asset-Backed Securities." This SAI discusses
mortgage-backed treasury and agency securities in detail in the section called
"Mortgage-Backed and Other Asset-Backed Securities."

The full faith and credit of the U.S. government supports treasury securities.
Unlike treasury securities, the full faith and credit of the United States
government generally do not back agency securities. Agency securities are
typically supported in one of three ways:

. by the right of the issuer to borrow from the United States Treasury;

. by the discretionary authority of the United States government to buy the
obligations of the agency; or

. by the credit of the sponsoring agency.

While U.S. government securities are guaranteed as to principal and interest,
their market value is not guaranteed. U.S. government securities are subject
to the same interest rate and credit risks as other fixed income securities.
However, since U.S. government securities are of the highest quality, the
credit risk is minimal. The U.S. government does not guarantee the net asset
value of the assets of the portfolio.

Corporate Bonds

Corporations issue bonds and notes to raise money for working capital or for
capital expenditures such as plant construction, equipment purchases and
expansion. In return for the money loaned to the corporation by investors,
the corporation promises to pay investors interest, and repay the principal
amount of the bond or note.

Mortgage-Backed Securities

Mortgage-backed securities are interests in pools of mortgage loans that
various governmental, government-related and private organizations assemble as
securities for sale to investors. Unlike most debt securities, which pay
interest periodically and repay principal maturity specified call dates,
mortgage-backed securities make monthly payments that consist of both interest
and principal payments. In effect, these payments are a "pass-through" of the
monthly payments made by the individual borrowers on their mortgage loans, net
of any fees paid to the issuer or guarantor of such securities. Since
homeowners usually have the option of paying either part or all of the loan
balance before maturity, the effective maturity of a mortgage backed security
is often shorter than is stated.

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Governmental entities, private insurers and the mortgage poolers may insure or
guaranty the timely payment of interest and principal of these pools through
various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit. The adviser will consider
such insurance and guarantees and the creditworthiness of the issuers thereof
in determining whether a mortgage-related security meets its investment
quality standards. It is possible that the private insurers or guarantors will
not meet their obligations under the insurance policies or guarantee
arrangements.

Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

Government National Mortgage Association (GNMA)

GNMA is the principal governmental guarantor of mortgage-related securities.
GNMA is a wholly owned corporation of the U.S. government and it falls within
the Department of Housing and Urban Development. Securities issued by GNMA are
treasury securities, which means the faith and credit of the U.S. government
backs them. GNMA guarantees the timely payment of principal and interest on
securities issued by institutions approved by GNMA and backed by pools of FHA-
insured or VA-guaranteed mortgages. GNMA does not guarantee the market value
or yield of mortgage-backed securities or the value of portfolio shares. To
buy GNMA securities, the portfolio may have to pay a premium over the maturity
value of the underlying mortgages, which the portfolio may lose if prepayment
occurs.

Federal National Mortgage Association (FNMA)

FNMA is a government-sponsored corporation owned entirely by private
stockholders. FNMA is regulated by the Secretary of Housing and Urban
development. FNMA purchases conventional mortgages from a list of approved
sellers and service providers, including state and federally-chartered savings
and loan associations, mutual savings banks, commercial banks and credit
unions and mortgage bankers. Securities issued by FNMA are agency securities,
which means FNMA, but not the U.S. government, guarantees their timely payment
of principal and interest.

Federal Home Loan Mortgage Corporation (FHLMC)

FHLMC is a corporate instrumentality of the U.S. government whose stock is
owned by the twelve Federal Home Loan Banks. Congress created FHLMC in 1970
to increase the availability of mortgage credit for residential housing. FHLMC
issues Participation Certificates (PCs) which represent interests in
conventional mortgages from its national portfolio. Like FNMA, FHLMC
guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the U.S.
government.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional mortgage loans. In addition to
guaranteeing the mortgage-related security, such issuers may service and/or
have originated the underlying mortgage loans. Pools created by these issuers
generally offer a higher rate of interest than pools created by GNMA, FNMA &
FHLMC because they are not guaranteed by a government agency.

Risks of Mortgage-Backed Securities

Yield characteristics of mortgage-backed securities differ from those of
traditional debt securities in a variety of ways, the most significant
differences are mortgage-backed securities:

. payments of interest and principal are more frequent (usually monthly);

. they usually have adjustable interest rates; and

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. they may pay off their entire principal substantially earlier than their
final distribution dates so that the price of the security will generally
decline when interest rates rise.

In addition to risks associated with changes in interest rates described in
"Factors Affecting the Value of Debt Securities," a variety of economic,
geographic, social and other factors, such as the sale of the underlying
property, refinancing or foreclosure, can cause investors to repay the loans
underlying a mortgage-backed security sooner than expected. If the prepayment
rates increase, the portfolio may have to reinvest its principal at a rate of
interest that is lower than the rate on existing mortgage-backed securities.

Other Asset-Backed Securities

These securities are interests in pools of a broad range of assets other than
mortgage, such as automobile loans, computer leases and credit card
receivables. Like mortgage-backed securities, these securities are pass-
through. In general, the collateral supporting these securities is of shorter
maturity than mortgage loans and is less likely to experience substantial
prepayments with interest rate fluctuations.

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the
benefit of any security interest in the related assets, which raises the
possibility that recoveries on repossessed collateral may not be available to
support payments on these securities. For example, credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which allow debtors
to reduce their balances by offsetting certain amounts owed on the credit
cards. Most issuers of asset-backed securities backed by automobile
receivables permit the servicers of such receivables to retain possession of
the underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the rated asset-backed securities. Due to
the quantity of vehicles involved and requirements under state laws, asset-
backed securities backed by automobile receivables may not have a proper
security interest in all of the obligations backing such receivables.

To lessen the effect of failures by obligors on underlying assets to make
payments, the entity administering the pool of assets may agree to ensure the
receipt of payments on the underlying pool occurs in a timely fashion
("liquidity protection"). In addition, asset-backed securities may obtain
insurance, such as guarantees, policies or letters of credit obtained by the
issuer or sponsor from third parties, for some or all of the assets in the
pool ("credit support"). Delinquency or loss more than that anticipated or
failure of the credit support could adversely affect the return on an
investment in such a security.

The portfolio may also invest in residual interests in asset-backed
securities, which is the excess cash flow remaining after making required
payments on the securities and paying related administrative expenses. The
amount of residual cash flow resulting from a particular issue of asset-backed
securities depends in part on the characteristics of the underlying assets,
the coupon rates on the securities, prevailing interest rates, the amount of
administrative expenses and the actual prepayment experience on the underlying
assets.

Collateralized Mortgage Obligations (CMOs)

CMOs are hybrids between mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, CMOs usually pay interest and prepay principal
semiannually. While whole mortgage loans may collateralize CMOs, portfolios of
mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA and their income
streams more typically collateralize them.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, and invests in certain mortgages primarily
secured by interests in real property and other permitted investments.

CMOs are structured into multiple classes, each bearing a different stated
maturity. Each class of CMO or REMIC certificate, often referred to as a
"tranche," is issued at a specific interest rate and must be fully retired by
its final distribution date. Generally, all classes of CMOs or REMIC
certificates pay or accrue interest

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monthly. Investing in the lowest tranche of CMOs and REMIC certificates
involves risks similar to those associated with investing in equity
securities.

Short-Term Investments

To earn a return on uninvested assets, meet anticipated redemptions, or for
temporary defensive purposes, a portfolio may invest a portion of its assets
in the short-term securities listed below, U.S. government securities and
Investment-grade corporate debt securities. Unless otherwise specified, a
short-term debt security has a maturity of one year or less.

Bank Obligations
The portfolio will only invest in a security issued by a commercial bank if
the bank:

. has total assets of at least $1 billion, or the equivalent in other
currencies;

. is a U.S. bank and a member of the Federal Deposit Insurance Corporation; and

. is a foreign branch of a U.S. bank and the adviser believes the security is
of an investment quality comparable with other debt securities that the
portfolio may purchase.

Time Deposits

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term with
the understanding that the depositor can withdraw its money only by giving
notice to the institution. However, there may be early withdrawal penalties
depending upon market conditions and the remaining maturity of the obligation.
The portfolio may only purchase time deposits maturing from two business days
through seven calendar days.

Certificates of Deposit

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a definite
period of time and earning a specified return.

Banker's Acceptance

A banker's acceptance is a time draft drawn on a commercial bank by a
borrower, usually in connection with an international commercial transaction
(to finance the import, export, transfer or storage of goods).

Commercial Paper

Commercial paper is a short-term obligation with a maturity ranging from 1 to
270 days issued by banks, corporations and other borrowers. Such investments
are unsecured and usually discounted. A portfolio may invest in commercial
paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or, if not
rated, issued by a corporation having an outstanding unsecured debt issue
rated A or better by Moody's or by S&P. See Appendix A for a description of
commercial paper ratings.

Yankee Bonds

Yankee bonds are dollar-denominated bonds issued inside the United States by
foreign entities. Investment in these securities involve certain risks which
are not typically associated with investing in domestic securities. See
"FOREIGN SECURITIES".

Zero Coupon Bonds

These securities make no periodic payments of interest, but instead are sold
at a discount from their face value. When held to maturity, their entire
income, which consists of accretion of discount, comes from the difference

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between the issue price and their value at maturity. The amount of the
discount rate varies depending on factors including the time remaining until
maturity, prevailing interest rates, the security's liquidity and the issuer's
credit quality. The market value of zero coupon securities may exhibit greater
price volatility than ordinary debt securities because a stripped security
will have a longer duration than an ordinary debt security with the same
maturity. The portfolio's investments in pay-in-kind, delayed and zero coupon
bonds may require it to sell certain of its portfolio securities to generate
sufficient cash to satisfy certain income distribution requirements.

These securities may include treasury securities that have had their interest
payments ("coupons") separated from the underlying principal ("corpus") by
their holder, typically a custodian bank or investment brokerage firm. Once
the holder of the security has stripped or separated corpus and coupons, it
may sell each component separately. The principal or corpus is then sold at a
deep discount because the buyer receives only the right to receive a future
fixed payment on the security and does not receive any rights to periodic
interest (cash) payments. Typically, the coupons are sold separately or
grouped with other coupons with like maturity dates and sold bundled in such
form. The underlying treasury security is held in book-entry form at the
Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered
securities which are owned ostensibly by the bearer or holder thereof), in
trust on behalf of the owners thereof. Purchasers of stripped obligations
acquire, in effect, discount obligations that are economically identical to
the zero coupon securities that the Treasury sells itself.

The United States Treasury has facilitated transfers of ownership of zero
coupon securities by accounting separately for the beneficial ownership of
particular interest coupon and corpus payments on Treasury securities through
the Federal Reserve book-entry record keeping system. Under a Federal Reserve
program known as "STRIPS" or "Separate Trading of Registered Interest and
Principal of Securities," the portfolio can record its beneficial ownership of
the coupon or corpus directly in the book-entry record-keeping system.

Terms to Understand

Maturity

Every debt security has a stated maturity date when the issuer must repay the
amount it borrowed (principal) from investors. Some debt securities, however,
are callable, meaning the issuer can repay the principal earlier, on or after
specified dates (call dates). Debt securities are most likely to be called
when interest rates are falling because the issuer can refinance at a lower
rate, similar to a homeowner refinancing a mortgage. The effective maturity
of a debt security is usually its nearest call date.

A portfolio that invests in debt securities has no real maturity. Instead, it
calculates its weighted average maturity. This number is an average of the
stated maturity of each debt security held by the portfolio, with the maturity
of each security weighted by the percentage of the assets of the portfolio it
represents.

Duration

Duration is a calculation that seeks to measure the price sensitivity of a
debt security, or a portfolio that invests in debt securities, to changes in
interest rates. It measures sensitivity more accurately than maturity because
it takes into account the time value of cash flows generated over the life of
a debt security. Future interest payments and principal payments are
discounted to reflect their present value and then are multiplied by the
number of years they will be received to produce a value expressed in years --
the duration. Effective duration takes into account call features and sinking
fund prepayments that may shorten the life of a debt security.

An effective duration of 4 years, for example, would suggest that for each 1%
reduction in interest rates at all maturity levels, the price of a security is
estimated to increase by 4%. An increase in rates by the same magnitude is
estimated to reduce the price of the security by 4%. By knowing the yield and
the effective duration of a debt security, one can estimate total return based
on an expectation of how much interest rates, in general, will change. While
serving as a good estimator of prospective returns, effective duration is an
imperfect measure.

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Factors Affecting the Value of Debt Securities

The total return of a debt instrument is composed of two elements: the
percentage change in the security's price and interest income earned. The
yield to maturity of a debt security estimates its total return only if the
price of the debt security remains unchanged during the holding period and
coupon interest is reinvested at the same yield to maturity. The total return
of a debt instrument, therefore, will be determined not only by how much
interest is earned, but also by how much the price of the security and
interest rates change.

Interest Rates
The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will go
down, and vice versa).

Prepayment Risk

This risk effects mainly mortgage-backed securities. Unlike other debt
securities, falling interest rates can hurt mortgage-backed securities, which
may cause your share price to fall. Lower rates motivate people to pay off
mortgage-backed and asset-backed securities earlier than expected. The
portfolio may then have to reinvest the proceeds from such prepayments at
lower interest rates, which can reduce its yield. The unexpected timing of
mortgage and asset-backed prepayments caused by the variations in interest
rates may also shorten or lengthen the average maturity of the portfolio. If
left unattended, drifts in the average maturity of the portfolio can have the
unintended effect of increasing or reducing the effective duration of the
portfolio, which may adversely affect the expected performance of the
portfolio.

Extension Risk

The other side of prepayment risk occurs when interest rates are rising.
Rising interest rates can cause a portfolio's average maturity to lengthen
unexpectedly due to a drop in mortgage prepayments. This would increase the
sensitivity of a portfolio to rising rates and its potential for price
declines. Extending the average life of a mortgage-backed security increases
the risk of depreciation due to future increases in market interest rates. For
these reasons, mortgage-backed securities may be less effective than other
types of U.S. government securities as a means of "locking in" interest rates.

Credit Rating

Coupon interest is offered to investors of debt securities as compensation for
assuming risk, although short-term treasury securities, such as 3-month
treasury bills, are considered "risk free." Corporate securities offer higher
yields than treasury because their payment of interest and complete repayment
of principal is less certain. The credit rating or financial condition of an
issuer may affect the value of a debt security. Generally, the lower the
quality rating of a security, the greater the risks that the issuer will fail
to pay interest and return principal. To compensate investors for taking on
increased risk, issuers with lower credit ratings usually offer their
investors a higher "risk premium" in the form of higher interest rates above
comparable treasuries securities.

Changes in investor confidence regarding the certainty of interest and
principal payments of a corporate debt security will result in an adjustment
to this "risk premium." Since an issuer's outstanding debt carries a fixed
coupon, adjustments to the risk premium must occur in the price, which effects
the yield to maturity of the bond. If an issuer defaults or becomes unable to
honor its financial obligations, the bond may lose some or all of its value

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.

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Debt securities rated below investment-grade (junk bonds) are highly
speculative securities that are usually issued by smaller, less credit worthy
and/or highly leveraged (indebted) companies. A corporation may issue a junk
bond because of a corporate restructuring or other similar event. Compared
with investment-grade bonds, junk bonds carry a greater degree of risk and are
less likely to make payments of interest and principal. Market developments
and the financial and business condition of the corporation issuing these
securities influences their price and liquidity more than changes in interest
rates, when compared to investment-grade debt securities. Insufficient
liquidity in the junk bond market may make it more difficult to dispose of
junk bonds and may cause the portfolio to experience sudden and substantial
price declines. A lack of reliable, objective data or market quotations may
make it more difficult to value junk bonds accurately.

Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolios currently use ratings compiled by Moody's Investor
Services ("Moody's"), Standard and Poor's Ratings Services ("S&P"), Duff &
Phelps Rating Co. and Fitch IBCA. Credit ratings are only an agency's opinion,
not an absolute standard of quality, and they do not reflect an evaluation of
market risk. Appendix A contains further information concerning the ratings of
certain rating agencies and their significance.

The adviser may use ratings produced by ratings agencies as guidelines to
determine the rating of a security at the time the portfolio buys it. A rating
agency may change its credit ratings at any time. The adviser monitors the
rating of the security and will take appropriate actions if a rating agency
reduces the security's rating. The portfolio is not obligated to dispose of
securities whose issuers subsequently are in default or which are downgraded
below the above-stated ratings.

DERIVATIVES
- --------------------------------------------------------------------------------
Derivatives are financial instruments whose value is based on an underlying
asset, such as a stock or a bond, an underlying economic factor, such as an
interest rate or a market benchmark, such as an index. The portfolio tries to
minimize its loss by investing in derivatives to protect it from broad
fluctuations in market prices, interest rates or foreign currency exchange
rates. Investing in derivatives for these purposes is known as "hedging." When
hedging is successful, the portfolio will have offset any depreciation in the
value of its portfolio securities by the appreciation in the value of the
derivative position. Although techniques other than the sale and purchase of
derivatives could be used to control the exposure of the portfolio to market
fluctuations, the use of derivatives may be a more effective means of hedging
this exposure.

Types of Derivatives

Futures

A futures contract is an agreement between two parties whereby one party sells
and the other party agrees to buy a specified amount of a financial instrument
at an agreed upon price and time. The financial instrument underlying the
contract may be a stock, stock index, bond, bond index, interest rate, foreign
exchange rate or other similar instrument. Agreeing to buy the underlying
financial information is called buying a futures contract or taking a long
position in the contract. Likewise, agreeing to sell the underlying financial
instrument is called selling a futures contract or taking a short position in
the contract.

Futures contracts are traded in the United States on commodity exchanges or
boards of trade -- known as "contract markets" -- approved for such trading
and regulated by the Commodity Futures Trading Commission, a federal agency.
These contract markets standardize the terms, including the maturity date and
underlying financial instrument, of all futures contracts.

Unlike other securities, the parties to a futures contract do not have to pay
for or deliver the underlying financial instrument until some future date (the
delivery date). Contract markets require both the purchaser and seller to
deposit "initial margin" with a futures broker, known as a futures commission
merchant, when they enter into the contract. Initial margin deposits are
typically equal to a percentage of the contract's value. After they open a
futures contract, the parties to the transaction must compare the purchase
price of the contract to its

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daily market value. If the value of the futures contract changes in such a way
that a party's position declines, that party must make additional "variation
margin" payments so that the margin payment is adequate. On the other hand,
the value of the contract may change in such a way that there is excess margin
on deposit, possibly entitling the party that has a gain to receive all or a
portion of this amount. This process is known as "marking to the market."

Although the actual terms of a futures contract calls for the actual delivery
of and payment for the underlying security, in many cases the parties may
close the contract early by taking an opposite position in an identical
contract. If the offsetting purchase price is less than the original purchase
price, the party closing the contract would realize a gain; if it is more, it
would realize a loss. The opposite is also true for a sale, that is, if the
offsetting sale price is more than the original sale price, the party closing
the contract would realize a gain; if it is less, it would realize a loss.

The portfolio will incur commission expenses in both opening and closing
futures positions.

Forward Foreign Currency Exchange Contracts

A forward foreign currency contract involves an obligation to purchase or sell
a specific amount of currency at a future date or date range at a specific
price. In the case of a cancelable forward contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. Unlike futures contracts, forward
contracts:

. Do not have standard maturity dates or amounts (i.e., the parties to the
contract may fix the maturity date and the amount).

. Are traded in the inter-bank markets conducted directly between currency
traders (usually large commercial banks) and their customers, as opposed to
futures contracts which are traded in only on exchanges regulated by the
CFTC.

. Do not require an initial margin deposit.

. May be closed by entering into a closing transaction with the currency trader
who is a party to the original forward contract, as opposed to a commodities
exchange.

Foreign Currency Hedging Strategies

A "settlement hedge" or "transaction hedge" is designed to protect the
portfolio against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is made or
received. Entering into a forward contract for the purchase or sale of the
amount of foreign currency involved in an underlying security transaction for
a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the
security. The portfolio may also use forward contracts to purchase or sell a
foreign currency when it anticipates purchasing or selling securities
denominated in foreign currency, even if it has not yet selected the specific
investments.

The portfolio may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes in
security values caused by other factors. The portfolio could also hedge the
position by selling another currency expected to perform similarly to the
currency in which the portfolio's investment is denominated. This type of
hedge, sometimes referred to as a "proxy hedge," could offer advantages in
terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may
result in losses if the currency used to hedge does not perform similarly to
the currency in which the hedged securities are denominated.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities that the portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange that one can
achieve at

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some future point in time. Additionally, these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged currency
and to limit any potential gain that might result from the increase in value
of such currency.

The portfolio may enter into forward contracts to shift its investment
exposure from one currency into another. Such transactions may call for the
delivery of one foreign currency in exchange for another foreign currency,
including currencies in which its securities are not then denominated. This
may include shifting exposure from U.S. dollars to a foreign currency, or from
one foreign currency to another foreign currency. This type of strategy,
sometimes known as a "cross-hedge," will tend to reduce or eliminate exposure
to the currency that is sold, and increase exposure to the currency that is
purchased. Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause the portfolio to assume the risk of
fluctuations in the value of the currency it purchases. Cross hedging
transactions also involve the risk of imperfect correlation between changes in
the values of the currencies involved.

It is difficult to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, the portfolio may have to purchase additional foreign currency on
the spot market if the market value of a security it is hedging is less than
the amount of foreign currency it is obligated to deliver. Conversely, the
portfolio may have to sell on the spot market some of the foreign currency it
received upon the sale of a security if the market value of such security
exceeds the amount of foreign currency it is obligated to deliver.

Options
An option is a contract between two parties for the purchase and sale of a
financial instrument for a specified price (known as the "strike price" or
"exercise price") at any time during the option period. Unlike a futures
contract, an option grants a right (not an obligation) to buy or sell a
financial instrument. Generally, a seller of an option can grant a buyer two
kinds of rights: a "call" (the right to buy the security) or a "put" (the
right to sell the security). Options have various types of underlying
instruments, including specific securities, indices of securities prices,
foreign currencies, interest rates and futures contracts. Options may be
traded on an exchange (exchange-traded-options) or may be customized
agreements between the parties (over-the-counter or "OTC options"). Like
futures, a financial intermediary, known as a clearing corporation,
financially backs exchange-traded options. However, OTC options have no such
intermediary and are subject to the risk that the counter-party will not
fulfill its obligations under the contract.

Purchasing Put and Call Options

When the portfolio purchases a put option, it buys the right to sell the
instrument underlying the option at a fixed strike price. In return for this
right, the portfolio pays the current market price for the option (known as
the "option premium"). The portfolio may purchase put options to offset or
hedge against a decline in the market value of its securities ("protective
puts") or to benefit from a decline in the price of securities that it does
not own. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below the exercise
price sufficiently to cover the premium and transaction costs. However, if the
price of the underlying instrument does not fall enough to offset the cost of
purchasing the option, a put buyer would lose the premium and related
transaction costs.

Call options are similar to put options, except that the portfolio obtains the
right to purchase, rather than sell, the underlying instrument at the option's
strike price. The portfolio would normally purchase call options in
anticipation of an increase in the market value of securities it owns or wants
to buy. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying instrument exceeded the exercise price
plus the premium paid and related transaction costs. Otherwise, the portfolio
would realize either no gain or a loss on the purchase of the call option.

The purchaser of an option may terminate its position by:

. Allowing it to expire and losing its entire premium;

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. Exercising the option and either selling (in the case of a put option) or
buying (in the case of a call option) the underlying instrument at the strike
price; or

. Closing it out in the secondary market at its current price.

Selling (Writing) Put and Call Options

When the portfolio writes a call option it assumes an obligation to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the expiration date. Similarly, when
the portfolio writes a put option it assumes an obligation to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. The portfolio may
terminate its position in an exchange-traded put option before exercise by
buying an option identical to the one it has written. Similarly, it may
cancel an over-the-counter option by entering into an offsetting transaction
with the counter-party to the option.

The portfolio could try to hedge against an increase in the value of
securities it would like to acquire by writing a put option on those
securities. If security prices rise, the portfolio would expect the put
option to expire and the premium it received to offset the increase in the
security's value. If security prices remain the same over time, the
portfolio would hope to profit by closing out the put option at a lower price.
If security prices fall, the portfolio may lose an amount of money equal to
the difference between the value of the security and the premium it received.
Writing covered put options may deprive the portfolio of the opportunity to
profit from a decrease in the market price of the securities it would like to
acquire.

The characteristics of writing call options are similar to those of writing
put options, except that call writers expect to profit if prices remain the
same or fall. The portfolio could try to hedge against a decline in the value
of securities it already owns by writing a call option. If the price of that
security falls as expected, the portfolio would expect the option to expire
and the premium it received to offset the decline of the security's value.
However, the portfolio must be prepared to deliver the underlying instrument
in return for the strike price, which may deprive it of the opportunity to
profit from an increase in the market price of the securities it holds.

The portfolio is permitted only to write covered options. The portfolio can
cover a call option by owning, at the time of selling the option:

. The underlying security (or securities convertible into the underlying
security without additional consideration), index, interest rate, foreign
currency or futures contract;

. A call option on the same security or index with the same or lesser exercise
price;

. A call option on the same security or index with a greater exercise price and
segregating cash or liquid securities in an amount equal to the difference
between the exercise prices;

. Cash or liquid securities equal to at least the market value of the optioned
securities, interest rate, foreign currency or futures contract; or

. In the case of an index, the portfolio of securities that corresponds to the
index.

The portfolio can cover a put option by, at the time of selling the option:

. Entering into a short position in the underlying security;

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with the same or greater exercise price;

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with a lesser exercise price and segregating
cash or liquid securities in an amount equal to the difference between the
exercise prices; or

. Maintaining the entire exercise price in liquid securities.

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Options on Securities Indices

Options on securities indices are similar to options on securities, except
that the exercise of securities index options requires cash settlement
payments and does not involve the actual purchase or sale of securities. In
addition, securities index options are designed to reflect price fluctuations
in a group of securities or segment of the securities market rather than price
fluctuations in a single security.

Options on Futures
An option on a futures contract provides the holder with the right to buy a
futures contract (in the case of a call option) or sell a futures contract (in
the case of a put option) at a fixed time and price. Upon exercise of the
option by the holder, the contract market clearing house establishes a
corresponding short position for the writer of the option (in the case of a
call option) or a corresponding long position (in the case of a put option).
If the option is exercised, the parties will be subject to the futures
contracts. In addition, the writer of an option on a futures contract is
subject to initial and variation margin requirements on the option position.
Options on futures contracts are traded on the same contract market as the
underlying futures contract.

The buyer or seller of an option on a futures contract may terminate the
option early by purchasing or selling an option of the same series (i.e., the
same exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
trader's profit or loss on the transaction.

The portfolio may purchase put and call options on futures contracts instead
of selling or buying futures contracts. The portfolio may buy a put option on
a futures contract for the same reasons it would sell a futures contract. It
also may purchase such put options in order to hedge a long position in the
underlying futures contract. The portfolio may buy call options on futures
contracts for the same purpose as the actual purchase of the futures
contracts, such as in anticipation of favorable market conditions.

The portfolio may write a call option on a futures contract to hedge against a
decline in the prices of the instrument underlying the futures contracts. If
the price of the futures contract at expiration were below the exercise price,
the portfolio would retain the option premium, which would offset, in part,
any decline in the value of its portfolio securities.

The writing of a put option on a futures contract is similar to the purchase
of the futures contracts, except that, if market price declines, the portfolio
would pay more than the market price for the underlying instrument. The
premium received on the sale of the put option, less any transaction costs,
would reduce the net cost to the portfolio.

Combined Positions

The portfolio may purchase and write options in combination with each other,
or in combination with futures or forward contracts, to adjust the risk and
return characteristics of the overall position. For example, the portfolio
could construct a combined position whose risk and return characteristics are
similar to selling a futures contract by purchasing a put option and writing a
call option on the same underlying instrument. Alternatively, the portfolio
could write a call option at one strike price and buy a call option at a lower
price to reduce the risk of the written call option in the event of a
substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

Swaps, Caps and Floors

Swap Agreements

A swap is a financial instrument that typically involves the exchange of cash
flows between two parties on specified dates (settlement dates), where the
cash flows are based on agreed-upon prices, rates, indices, etc. The nominal
amount on which the cash flows are calculated is called the notional amount.
Swaps are individually negotiated and structured to include exposure to a
variety of different types of investments or market factors,

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such as interest rates, foreign currency rates, mortgage securities, corporate
borrowing rates, security prices or inflation rates.

Swap agreements may increase or decrease the overall volatility of the
investments of the portfolio and its share price. The performance of swap
agreements may be affected by a change in the specific interest rate,
currency, or other factors that determine the amounts of payments due to and
from the portfolio. If a swap agreement calls for payments by the portfolio,
the portfolio must be prepared to make such payments when due. In addition, if
the counter-party's creditworthiness declined, the value of a swap agreement
would be likely to decline, potentially resulting in losses.

Generally, swap agreements have a fixed maturity date that will be agreed upon
by the parties. The agreement can be terminated before the maturity date only
under limited circumstances, such as default by one of the parties or
insolvency, among others, and can be transferred by a party only with the
prior written consent of the other party. The portfolio may be able to
eliminate its exposure under a swap agreement either by assignment or by other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party. If the counter-party is unable to
meet its obligations under the contract, declares bankruptcy, defaults or
becomes insolvent, the portfolio may not be able to recover the money it
expected to receive under the contract.

A swap agreement can be a form of leverage, which can magnify a portfolio's
gains or losses. In order to reduce the risk associated with leveraging, a
portfolio will cover its current obligations under swap agreements according
to guidelines established by the SEC. If the portfolio enters into a swap
agreement on a net basis, it will segregate assets with a daily value at least
equal to the excess, if any, of the portfolio's accrued obligations under the
swap agreement over the accrued amount the portfolio is entitled to receive
under the agreement. If the portfolio enters into a swap agreement on other
than a net basis, it will segregate assets with a value equal to the full
amount of the portfolio's accrued obligations under the agreement.

Equity Swaps -- In a typical equity index swap, one party agrees to pay
another party the return on a stock, stock index or basket of stocks in return
for a specified interest rate. By entering into an equity index swap, for
example, the index receiver can gain exposure to stocks making up the index of
securities without actually purchasing those stocks. Equity index swaps
involve not only the risk associated with investment in the securities
represented in the index, but also the risk that the performance of such
securities, including dividends, will not exceed the return on the interest
rate that the portfolio will be committed to pay.

Interest Rate Swaps -- Interest rate swaps are financial instruments that
involve the exchange on one type of interest rate for another type of interest
rate cash flow on specified dates in the future. Some of the different types
of interest rate swaps are "fixed-for floating rate swaps," "termed basis
swaps" and "index amortizing swaps." Fixed-for floating rate swap involve the
exchange of fixed interest rate cash flows for floating rate cash flows.
Termed basis swaps entail cash flows to both parties based on floating
interest rates, where the interest rate indices are different. Index
amortizing swaps are typically fixed-for floating swaps where the notional
amount changes if certain conditions are met.

Like a traditional investment in a debt security, a portfolio could lose money
by investing in an interest rate swap if interest rates change adversely. For
example, if the portfolio enters into a swap where it agrees to exchange a
floating rate of interest for a fixed rate of interest, the portfolio may have
to pay more money than it receives. Similarly, if the portfolio enters into a
swap where it agrees to exchange a fixed rate of interest for a floating rate
of interest, the portfolio may receive less money than it has agreed to pay.

Currency Swaps -- A currency swap is an agreement between two parties in which
one party agrees to make interest rate payments in one currency and the other
promises to make interest rate payments in another currency. A portfolio may
enter into a currency swap when it has one currency and desires a different
currency. Typically the interest rates that determine the currency swap
payments are fixed, although occasionally one or both parties may pay a
floating rate of interest. Unlike an interest rate swap, however, the
principal amounts are exchanged at the beginning of the contract and returned
at the end of the contract. Changes in foreign exchange rates and changes in
interest rates, as described above may negatively affect currency swaps.

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Caps, Collars and Floors

Caps and floors have an effect similar to buying or writing options. In a
typical cap or floor agreement, one party agrees to make payments only under
specified circumstances, usually in return for payment of a fee by the other
party. For example, the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specified interest rate exceeds an
agreed-upon level. The seller of an interest rate floor is obligated to make
payments to the extent that a specified interest rate falls below an agreed-
upon level. An interest rate collar combines elements of buying a cap and
selling a floor.

Risks of Derivatives

While transactions in derivatives may reduce certain risks, these transactions
themselves entail certain other risks. For example, unanticipated changes in
interest rates, securities prices or currency exchange rates may result in a
poorer overall performance of the portfolio than if it had not entered into
any derivatives transactions. Derivatives may magnify the portfolio's gains
or losses, causing it to make or lose substantially more than it invested.

When used for hedging purposes, increases in the value of the securities the
portfolio holds or intends to acquire should offset any losses incurred with a
derivative. Purchasing derivatives for purposes other than hedging could
expose the portfolio to greater risks.

Correlation of Prices

The portfolio's ability to hedge its securities through derivatives depends on
the degree to which price movements in the underlying index or instrument
correlate with price movements in the relevant securities. In the case of poor
correlation, the price of the securities the portfolio is hedging may not move
in the same amount, or even in the same direction as the hedging instrument.
The adviser will try to minimize this risk by investing only in those
contracts whose behavior it expects to resemble the portfolio securities it is
trying to hedge. However, if the portfolio's prediction of interest and
currency rates, market value, volatility or other economic factors is
incorrect, the portfolio may lose money, or may not make as much money as it
expected.

Derivative prices can diverge from the prices of their underlying instruments,
even if the characteristics of the underlying instruments are very similar to
the derivative. Listed below are some of the factors that may cause such a
divergence.

. current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the
contract;

. a difference between the derivatives and securities markets, including
different levels of demand, how the instruments are traded, the imposition of
daily price fluctuation limits or trading of an instrument stops; and

. differences between the derivatives, such as different margin requirements,
different liquidity of such markets and the participation of speculators in
such markets.

Derivatives based upon a narrower index of securities, such as those of a
particular industry group, may present greater risk than derivatives based on
a broad market index. Since narrower indices are made up of a smaller number
of securities, they are more susceptible to rapid and extreme price
fluctuations because of changes in the value of those securities.

While currency futures and options values are expected to correlate with
exchange rates, they may not reflect other factors that affect the value of
the investments of the portfolio. A currency hedge, for example, should
protect a yen-denominated security from a decline in the yen, but will not
protect the portfolio against a price decline resulting from deterioration in
the issuer's creditworthiness. Because the value of the portfolio's foreign-
denominated investments changes in response to many factors other than
exchange rates, it may not be possible to match the amount of currency options
and futures to the value of the portfolio's investments precisely over time.

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<PAGE>

Lack of Liquidity

Before a futures contract or option is exercised or expires, the portfolio can
terminate it only by entering into a closing purchase or sale transaction.
Moreover, a portfolio may close out a futures contract only on the exchange
the contract was initially traded. Although a portfolio intends to purchase
options and futures only where there appears to be an active market, there is
no guarantee that such a liquid market will exist. If there is no secondary
market for the contract, or the market is illiquid, the portfolio may not be
able to close out its position. In an illiquid market, the portfolio may:

. have to sell securities to meet its daily margin requirements at a time when
it is disadvantageous to do so;

. have to purchase or sell the instrument underlying the contract;

. not be able to hedge its investments; and

. not be able realize profits or limit its losses.

Derivatives may become illiquid (i.e., difficult to sell at a desired time and
price) under a variety of market conditions. For example:

. an exchange may suspend or limit trading in a particular derivative
instrument, an entire category of derivatives or all derivatives, which
sometimes occurs because of increased market volatility;

. unusual or unforeseen circumstances may interrupt normal operations of an
exchange;

. the facilities of the exchange may not be adequate to handle current trading
volume;

. equipment failures, government intervention, insolvency of a brokerage firm
or clearing house or other occurrences may disrupt normal trading activity;
or

. investors may lose interest in a particular derivative or category of
derivatives.

Management Risk

If the adviser incorrectly predicts stock market and interest rate trends, the
portfolio may lose money by investing in derivatives. For example, if the
portfolio were to write a call option based on its adviser's expectation that
the price of the underlying security would fall, but the price were to rise
instead, the portfolio could be required to sell the security upon exercise at
a price below the current market price. Similarly, if the portfolio were to
write a put option based on the adviser's expectation that the price of the
underlying security would rise, but the price were to fall instead, the
portfolio could be required to purchase the security upon exercise at a price
higher than the current market price.

Volatility and Leverage
The prices of derivatives are volatile (i.e., they may change rapidly,
substantially and unpredictably) and are influenced by a variety of factors,
including

. actual and anticipated changes in interest rates;

. fiscal and monetary policies; and

. national and international political events.

Most exchanges limit the amount by which the price of a derivative can change
during a single trading day. Daily trading limits establish the maximum
amount that the price of a derivative may vary from the settlement price of
that derivative at the end of trading on the previous day. Once the price of
a derivative reaches this value, a portfolio may not trade that derivative at
a price beyond that limit. The daily limit governs only price movements
during a given day and does not limit potential gains or losses. Derivative
prices have occasionally moved to the daily limit for several consecutive
trading days, preventing prompt liquidation of the derivative.

Because of the low margin deposits required upon the opening of a derivative
position, such transactions involve an extremely high degree of leverage.
Consequently, a relatively small price movement in a derivative

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<PAGE>

may result in an immediate and substantial loss (as well as gain) to the
portfolio and it may lose more than it originally invested in the derivative.

If the price of a futures contract changes adversely, the portfolio may have
to sell securities at a time when it is disadvantageous to do so to meet its
minimum daily margin requirement. The portfolio may lose its margin deposits
if a broker-dealer with whom it has an open futures contract or related option
becomes insolvent or declares bankruptcy.

EQUITY SECURITIES
- --------------------------------------------------------------------------------
Types of Equity Securities

Common Stocks

Common stocks represent units of ownership in a company. Common stocks
usually carry voting rights and earn dividends. Unlike preferred stocks,
which are described below, dividends on common stocks are not fixed but are
declared at the discretion of the company's board of directors.

Preferred Stocks

Preferred stocks are also units of ownership in a company. Preferred stocks
normally have preference over common stock in the payment of dividends and the
liquidation of the company. However, in all other resects, preferred stocks
are subordinated to the liabilities of the issuer. Unlike common stocks,
preferred stocks are generally not entitled to vote on corporate matters.
Types of preferred stocks include adjustable-rate preferred stock, fixed
dividend preferred stock, perpetual preferred stock, and sinking fund
preferred stock. Generally, the market values of preferred stock with a fixed
dividend rate and no conversion element varies inversely with interest rates
and perceived credit risk.

Convertible Securities

Convertible securities are debt securities and preferred stocks that are
convertible into common stock at a specified price or conversion ratio. In
exchange for the conversion feature, many corporations will pay a lower rate
of interest on convertible securities than debt securities of the same
corporation. Their market price tends to go up if the stock price moves up.

Convertible securities are subject to the same risks as similar securities
without the convertible feature. The price of a convertible security is more
volatile during times of steady interest rates than other types of debt
securities.

Rights and Warrants

A right is a privilege granted to exiting shareholders of a corporation to
subscribe to shares of a new issue of common stock before it is issued.
Rights normally have a short life, usually two to four weeks, are freely
transferable and entitle the holder to buy the new common stock at a lower
price than the public offering price. Warrants are securities that are
usually issued together with a debt security or preferred stock and that give
the holder the right to buy proportionate amount of common stock at a
specified price. Warrants are freely transferable and are traded on major
exchanges. Unlike rights, warrants normally have a life that measured in
years and entitle the holder to buy common stock of a company at a price that
is usually higher than the market price at the time the warrant is issued.
Corporations often issue warrants to make the accompanying debt security more
attractive.

An investment in warrants and rights may entail greater risks than certain
other types of investments. Generally, rights and warrants do not carry the
right to receive dividends or exercise voting rights with respect to the
underlying securities, and they do not represent any rights in the assets of
the issuer. In addition, their value does not necessarily change with the
value of the underlying securities, and they cease to have value if they are
not exercised on or before their expiration date. Investing in rights and
warrants increases the potential

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<PAGE>

profit or loss to be realized from the investment as compared with investing
the same amount in the underlying securities.

Risks of Investing in Equity Securities

General Risks of Investing in Stocks

While investing in stocks allows a portfolio to participate in the benefits of
owning a company, the portfolio must accept the risks of ownership. Unlike
bondholders, who have preference to a company's earnings and cash flow,
preferred stockholders, followed by common stockholders in order of priority,
are entitled only to the residual amount after a company meets its other
obligations. For this reason, the value of a company's stock will usually
react more strongly to actual or perceived changes in the company's financial
condition or prospects than its debt obligations. Stockholders of a company
that fares poorly can lose money.

Stock markets tend to move in cycles with short or extended periods of rising
and falling stock prices. The value of a company's stock may fall because of:

. Factors that directly relate to that company, such as decisions made by its
management or lower demand for the company's products or services;

. Factors affecting an entire industry, such as increases in production costs;
and

. Changes in financial market conditions that are relatively unrelated to the
company or its industry, such as changes in interest rates, currency exchange
rates or inflation rates.

Because preferred stock is generally junior to debt securities and other
obligations of the issuer, deterioration in the credit quality of the issuer
will cause greater changes in the value of a preferred stock than in a more
senior debt security with similar stated yield characteristics.

Small and Medium-Sized Companies

A small or medium-sized company is a company whose market capitalization falls
with the range specified in the prospectus of the portfolio. Investors in
small and medium-sized companies typically take on greater risk and price
volatility than they would by investing in larger, more established companies.
This increased risk may be due to the greater business risks of their small or
medium size, limited markets and financial resources, narrow product lines and
frequent lack of management depth. The securities of small and medium
companies are often traded in the over-the-counter market and might not be
traded in volumes typical of securities traded on a national securities
exchange. Thus, the securities of small and medium capitalization companies
are likely to be less liquid, and subject to more abrupt or erratic market
movements, than securities of larger, more established companies.

Technology Companies

Stocks of technology companies have tended to be subject to greater volatility
than securities of companies that are not dependent upon or associated with
technological issues. Technology companies operate in various industries.
Since these industries frequently share common characteristics, an event or
issue affecting one industry may significantly influence other, related
industries. For example, technology companies may be strongly affected by
worldwide scientific or technological developments and their products and
services may be subject to governmental regulation or adversely affected by
governmental policies.

FOREIGN SECURITIES
- --------------------------------------------------------------------------------
Types of Foreign Securities

Foreign securities are debt and equity securities that are traded in markets
outside of the United States. The markets in which these securities are
located can be developed or emerging. People can invest in foreign securities
in a number of ways:

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<PAGE>

. They can invest directly in foreign securities denominated in a foreign
currency;

. They can invest in American Depositary Receipts; and

. They can invest in investment funds.

American Depositary Receipts (ADRs)

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally trade on an established market in the United States or
elsewhere. A custodian bank or similar financial institution in the issuer's
home country holds the underlying shares in trust. The depository bank may not
have physical custody of the underlying securities at all times and may charge
fees for various services, including forwarding dividends and interest and
corporate actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, ADRs
continue to be subject to many of the risks associated with investing directly
in foreign securities.

Emerging Markets

An "emerging country" is generally country that the International Bank for
Reconstruction and Development (World Bank) and the International Finance
Corporation would consider to be an emerging or developing country. Typically,
emerging markets are in countries that are in the process of
industrialization, with lower gross national products (GNP) than more
developed countries. There are currently over 130 countries that the
international financial community generally considers to be emerging or
developing countries, approximately 40 of which currently have stock markets.
These countries generally include every nation in the world except the United
States, Canada, Japan, Australia, New Zealand and most nations located in
Western Europe.

Investment Funds

Some emerging countries currently prohibit direct foreign investment in the
securities of their companies. Certain emerging countries, however, permit
indirect foreign investment in the securities of companies listed and traded
on their stock exchanges through investment funds that they have specifically
authorized. The portfolio may invest in these investment funds subject to the
provisions of the 1940 Act. If a portfolio invests in such investment funds,
its shareholders will bear not only their proportionate share of the expenses
of the portfolio (including operating expenses and the fees of the adviser),
but also will bear indirectly bear similar expenses of the underlying
investment funds. In addition, these investment funds may trade at a premium
over their net asset value.

Risks of Foreign Securities

Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations may involve significant risks in addition
to the risks inherent in U.S. investments.

Political and Economic Factors

Local political, economic, regulatory, or social instability, military action
or unrest, or adverse diplomatic developments may affect the value of foreign
investments. Listed below are some of the more important political and
economic factors that could negatively affect a portfolio's investments.

. The economies of foreign countries may differ from the economy of the United
States in such areas as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency, budget deficits and national
debt;

. Foreign governments sometimes participate to a significant degree, through
ownership interests or regulation, in their respective economies. Actions by
these governments could significantly influence the market prices of
securities and payment of dividends;

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<PAGE>

. The economies of many foreign countries are dependent on international trade
and their trading partners and they could be severely affected if their
trading partners were to enact protective trade barriers and economic
conditions;

. The internal policies of a particular foreign country may be less stable than
in the United States. Other countries face significant external political
risks, such as possible claims of sovereignty by other countries or tense and
sometimes hostile border clashes; and

. A foreign government may act adversely to the interests of U.S. investors,
including expropriation or nationalization of assets, confiscatory taxation
and other restrictions on U.S. investment. A country may restrict or control
foreign investments in its securities markets. These restrictions could limit
ability of a portfolio to invest a particular country or make it very
expensive for the portfolio to invest in that country. Some countries require
prior governmental approval, limit the types or amount of securities or
companies in which a foreigner can invest. Other countries may restrict the
ability of foreign investors to repatriate their investment income and
capital gains.

Information and Supervision

There is generally less publicly available information about foreign companies
than companies based in the United States. For example, there are often no
reports and ratings published about foreign companies comparable to the ones
written about United States companies. Foreign companies are typically not
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable United States
companies. The lack of comparable information makes investment decisions
concerning foreign countries more difficult and less reliable than domestic
companies.

Stock Exchange and Market Risk

The adviser anticipates that in most cases an exchange or over-the-counter
(OTC) market located outside of the United States will be the best available
market for foreign securities. Foreign stock markets, while growing in volume
and sophistication, are generally not as developed as the markets in the
United States. Foreign stocks markets tend to differ from those in the United
States in a number of ways:

. They are generally not as developed or efficient as, and more volatile, than
those in the United States;

. They have substantially less volume;

. Their securities tend to be less liquid and to experience rapid and erratic
price movements;

. Commissions on foreign stocks are generally higher and subject to set minimum
rates, as opposed to negotiated rates;

. Foreign security trading, settlement and custodial practices are often less
developed than those in U.S. markets; and

. They may have different settlement practices, which may cause delays and
increase the potential for failed settlements.

Foreign Currency Risk

While, the portfolio's net asset value is denominated in United States
dollars, the securities of foreign companies are frequently denominated in
foreign currencies. Thus, a change in a the value of a foreign currency
against the United States dollar will result in a corresponding change in
value of the securities held by a portfolio. Some of the factors that may
impair the investments denominated in a foreign currency are:

. It may be expensive to convert foreign currencies into United States dollars
and vice versa;

. Complex political and economic factors may significantly affect the values of
various currencies, including United States dollars, and their exchange
rates;

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<PAGE>

. Government intervention may increase risks involved in purchasing or selling
foreign currency options, forward contracts and futures contracts, since
exchange rates may not be free to fluctuate in response to other market
forces;

. There may be no systematic reporting of last sale information for foreign
currencies or regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis;

. Available quotation information is generally representative of very large
round-lot transactions in the inter-bank market and thus may not reflect
exchange rates for smaller odd-lot transactions (less than $1 million) where
rates may be less favorable; and

. The inter-bank market in foreign currencies is a global, around-the-clock
market. To the extent that a market is closed while the markets for the
underlying currencies remain open, certain markets may not always reflect
significant price and rate movements.

Taxes
Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries the portfolio may recover a portion of
these taxes, the portion it cannot recover will reduce the income the
portfolio receives from its investments. The portfolio does not expect such
foreign withholding taxes to have a significant impact on performance.

Emerging Markets

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may:

. Have relatively unstable governments;

. Present greater risks of nationalization of businesses, restrictions on
foreign ownership and prohibitions on the repatriation of assets; and

. Offer less protection of property rights than more developed countries.

. Have economies that are based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer
from extreme and volatile debt burdens or inflation rates.

. Local securities markets may trade a small number of securities and may be
unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of holdings difficult or impossible at times.

The Euro
The single currency for the European Economic and Monetary Union ("EMU"), the
Euro, is scheduled to replace the national currencies for participating member
countries over a period that began on January 1, 1999 and ends in July 2002.
At the end of that period, use of the Euro will be compulsory and countries in
the EMU will no longer maintain separate currencies in any form. Until then,
however, each country and issuers within each country are free to choose
whether to use the Euro.

On January 1, 1999, existing national currencies became denominations of the
Euro at fixed rates according to practices prescribed by the European Monetary
Institute and the Euro became available as a book-entry currency. On or about
that date, member states began conducting financial market transactions in
Euros and redenominating many investments, currency balances and transfer
mechanisms into Euros. The portfolio also anticipates pricing, trading,
settling and valuing investments whose nominal values remain in their existing
domestic currencies in Euros. Accordingly, the portfolio expects the
conversion to the Euro to impact investments in countries that will adopt the
Euro in all aspects of the investment process, including trading, foreign
exchange, payments, settlements, cash accounts, custody and accounting. Some
of the uncertainties surrounding the conversion to the Euro include:

II-19
<PAGE>

. Will the payment and operational systems of banks and other financial
institutions be ready by the scheduled launch date?

. Will the conversion to the Euro have legal consequences on outstanding
financial contracts that refer to existing currencies rather than Euro?

. How will existing currencies be exchanged into Euro?

. Will suitable clearing and settlement payment systems for the new currency be
created?

INVESTMENT COMPANIES
- --------------------------------------------------------------------------------

A portfolio may buy and sell shares of other investment companies. Such
investment companies may pay management and other fees that are similar to the
fees currently paid by a portfolio. Like other shareholders, each portfolio
would pay its proportionate share those fees. Consequently, shareholders of a
portfolio would pay not only the management fees of the portfolio, but also
the management fees of the investment company in which the portfolio invests.

The SEC has granted an order that allows a portfolio to invest the greater of
5% of its total assets or $2.5 million in the UAM DSI Money Market Portfolio,
provided that the investment is:

. for cash management purposes;
. consistent with a portfolio's investment policies and restrictions; and
. the adviser to the investing portfolio waives any fees it earns on the assets
of the portfolio that are invested in the UAM DSI Money Market Portfolio.

The investing portfolio will bear expenses of the UAM DSI Money Market
Portfolio on the same basis as all of its other shareholders.

REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------

In a repurchase agreement, an investor agrees to buy a security (underlying
security) from a securities dealer or bank that is a member of the Federal
Reserve System (counter-party). At the time, the counter-party agrees to
repurchase the underlying security for the same price, plus interest.
Repurchase agreements are generally for a relatively short period (usually not
more than 7 days). The portfolios normally use repurchase agreements to earn
income on assets that are not invested.

When it enters into a repurchase agreement, a portfolio will:

. pay for the underlying securities only upon physically receiving them or upon
evidence of their receipt in book-entry form; and

. require the counter party to add to the collateral whenever the price of the
repurchase agreement rises above the value of the underlying security (i.e.,
it will require the borrower "mark to the market" on a daily basis).

If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, a portfolio's right to sell the
security may be restricted. In addition, the value of the security might
decline before a portfolio can sell it and a portfolio might incur expenses in
enforcing its rights.

RESTRICTED SECURITIES
- --------------------------------------------------------------------------------
A portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's board, the adviser determines the liquidity of
such investments by considering all relevant factors. Provided that a dealer
or institutional trading market in such securities exists, these restricted
securities are not treated as illiquid securities for purposes of the
portfolio's investment limitations. The price

II-20
<PAGE>

realized from the sales of these securities could be more or less than those
originally paid by a portfolio or less than what may be considered the fair
value of such securities.

SECURITIES LENDING
- --------------------------------------------------------------------------------
A portfolio may lend a portion of its total assets to broker- dealers or other
financial institutions. It may then reinvest the collateral it receives in
short-term securities and money market funds. When a portfolio lends its
securities, it will follow the following guidelines:

. the borrower must provide collateral at least equal to the market value of
the securities loaned;

. the collateral must consist of cash, an irrevocable letter of credit issued
by a domestic U.S. bank or securities issued or guaranteed by the U. S.
government;

. the borrower must add to the collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily basis);

. it must be able to terminate the loan at any time;

. it must receive reasonable interest on the loan (which may include the
portfolio investing any cash collateral in interest bearing short-term
investments); and

. it must determine that the borrower is an acceptable credit risk.

These risks are similar to the ones involved with repurchase agreements. When
the portfolio lends securities, there is a risk that the borrower fails
financially become financially unable to honor its contractual obligations.
If this happens, the portfolio could:

. lose its rights in the collateral and not be able to retrieve the securities
it lent to the borrower; and

. experience delays in recovering its securities.

SHORT SALES
- --------------------------------------------------------------------------------
Description of Short Sales

Selling a security short is when an investor sells a security it does not own.
To sell a security short an investor must borrow the security from someone
else to deliver to the buyer. The investor then replaces the security it
borrowed by purchasing it at the market price at or before the time of
replacement. Until it replaces the security, the investor repays the person
that lent it the security for any interest or dividends that may have accrued
during the period of the loan.

Investors typically sell securities short to:

. Take advantage of an anticipated decline in prices.

. Protect a profit in a security it already owns.

A portfolio can lose money if the price of the security it sold short
increases between the date of the short sale and the date on which the
portfolio replaces the borrowed security. Likewise, a portfolio can profit if
the price of the security declines between those dates.

To borrow the security, a portfolio also may be required to pay a premium,
which would increase the cost of the security sold. A portfolio will incur
transaction costs in effecting short sales. A portfolio's gains and losses
will be decreased or increased, as the case may be, by the amount of the
premium, dividends, interest, or expenses the portfolio may be required to pay
in connection with a short sale.

The broker will retain the net proceeds of the short sale, to the extent
necessary to meet margin requirements, until the short position is closed out.

II-21
<PAGE>

Short Sales Against the Box

In addition, a portfolio may engage in short sales "against the box". In a
short sale against the box, the portfolio agrees to sell at a future date a
security that it either contemporaneously owns or has the right to acquire at
no extra cost. A portfolio will incur transaction costs to open, maintain and
close short sales against the box.

Restrictions on Short Sales
A portfolio will not short sell a security if:

. After giving effect to such short sale, the total market value of all
securities sold short would exceed 25% of the value of the portfolio net
assets.

. The market value of the securities of any single issuer that have been sold
short by the portfolio would exceed the two percent (2%) of the value of the
portfolio's net assets.

. Such securities would constitute more than two percent (2%) of any class of
the issuer's securities.

Whenever a portfolio sells a security short, its custodian segregates an
amount of cash or liquid securities equal to the difference between (a) the
market value of the securities sold short at the time they were sold short and
(b) any cash or U.S. Government securities the portfolio is required to
deposit with the broker in connection with the short sale (not including the
proceeds from the short sale). The segregated assets are marked to market
daily in an attempt to ensure that the amount deposited in the segregated
account plus the amount deposited with the broker is at least equal to the
market value of the securities at the time they were sold short.

WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a market
exists, but which have not been issued. In a forward delivery transaction, a
portfolio contracts to purchase securities for a fixed price at a future date
beyond customary settlement time. "Delayed delivery" refers to securities
transactions on the secondary market where settlement occurs in the future. In
each of these transactions, the parties fix the payment obligation and the
interest rate that they will receive on the securities at the time the parties
enter the commitment; however, they do not pay money or deliver securities
until a later date. Typically, no income accrues on securities a portfolio
has committed to purchase before the securities are delivered, although the
portfolio may earn income on securities it has in a segregated account. A
portfolio will only enter into these types of transactions with the intention
of actually acquiring the securities, but may sell them before the settlement
date.

A portfolio uses when-issued, delayed-delivery and forward delivery
transactions to secure what it considers an advantageous price and yield at
the time of purchase. When a portfolio engages in when-issued, delayed-
delivery and forward delivery transactions, it relies on the other party to
consummate the sale. If the other party fails to complete the sale, a
portfolio may miss the opportunity to obtain the security at a favorable price
or yield.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because a portfolio does not pay for the security until the delivery date,
these risks are in addition to the risks associated with its other
investments.

A portfolio will segregate cash and liquid securities equal in value to
commitments for the when-issued, delayed-delivery or forward delivery
transaction. A portfolio will segregate additional liquid assets daily so
that the value of such assets is equal to the amount of its commitments.

II-22
<PAGE>

Management Of The Fund

The governing board manages the business of the Fund. The governing board
elects officers to manage the day-to-day operations of the Fund and to execute
policies the board has formulated. The Fund pays each board member who is not
also an officer or affiliated person (independent board member) a $150
quarterly retainer fee per active portfolio per quarter and a $2,000 meeting
fee. In addition, the Fund reimburses each independent board member for
travel and other expenses incurred while attending board meetings. The $2,000
meeting fee and expense reimbursements are aggregated for all of the board
members and allocated proportionately among the portfolios of the UAM Funds
Complex. The Fund does not pay board members that are affiliated with the fund
for their services as board members. UAM, its affiliates or SEI pay the Fund's
officers.

The following table lists the board members and officers of the fund and
provides information regarding their present positions, date of birth,
address, principal occupations during the past five years, aggregate
compensation received from the Fund and total compensation received from the
UAM Funds Complex, which is currently comprised of 50 portfolios. Those people
with an asterisk beside their name are "interested persons" of the Fund as
that term is defined in the 1940 Act.

<TABLE>
<CAPTION>
Name, Address, DOB Position with Principal Occupations During the Past 5 years Aggregate
Fund Compensation from
Fund as of 12/31/98

<C> <S> <C> <C>
John T. Bennett, Jr. Board Member President of Squam Investment Management Company, $4,100
College Road -- RFD 3 Inc. and Great Island Investment Company, Inc.;
Meredith, NH 03253 President of Bennett Management Company from 1988
1/26/29 to 1993.

- -----------------------------------------------------------------------------------------------------------------------------
Nancy J. Dunn Board Member Financial Officer of World Wildlife Fund since $4,100
10 Garden Street January 1999; Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe College
8/14/51 from 1991 to 1999.

- -----------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Board Member Executive Vice President and Chief Administrative $4,100
100 King Street West Officer of Philip Services Corp.; Formerly, a
P.O. Box 2440, LCD-1 Partner in the Philadelphia office of the law firm
Hamilton Ontario, Dechert Price & Rhoads and a Director of Hofler
Canada L8N-4J6 Corp.
4/21/42

- -----------------------------------------------------------------------------------------------------------------------------
Philip D. English Board Member President and Chief Executive Officer of $4,100
16 West Madison Street Broventure Company, Inc.; Chairman of the Board of
Baltimore, MD 21201 Chektec Corporation and Cyber Scientific, Inc.
8/5/48

- -----------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Board Member President of UAM Investment Services, Inc. since 0
211 Congress Street March 1999; Vice President UAM Trust Company since
Boston, MA 02110 January 1996; Principal of UAM Fund Distributors,
2/24/53 Inc. since December 1995; Vice President of UAM
Investment Services, Inc. from January 1996 to
March 1999 and a Director and Chief Operating
Officer of CS First Boston Investment Management
from 1993-1995.

- -----------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer* Board Member; Chairman, Chief Executive Officer and a Director 0
One International Place President and of United Asset Management Corporation; Director,
Boston, MA 02110 Chairman Partner or Trustee of each of the Investment
3/21/35 Companies of the Eaton Vance Group of Mutual Funds.

- -----------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Board Member President and Chief Investment Officer of Dewey 0
One Financial Center Square Investors Corporation since 1988; Director
Boston, MA 02111 and Chief Executive Officer of H.T. Investors,
7/1/43 Inc., formerly a subsidiary of Dewey Square.

<CAPTION>
Name, Address, DOB Position with Principal Occupations During the Past 5 years Total Compensation
Fund From UAM Funds
Complex as of
12/31/98
<C> <S> <C> <C>
John T. Bennett, Jr. Board Member President of Squam Investment Management Company, $40,000
College Road -- RFD 3 Inc. and Great Island Investment Company, Inc.;
Meredith, NH 03253 President of Bennett Management Company from 1988
1/26/29 to 1993.

- -------------------------------------------------------------------------------------------------------------------------------
Nancy J. Dunn Board Member Financial Officer of World Wildlife Fund since $40,000
10 Garden Street January 1999; Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe College
8/14/51 from 1991 to 1999.

- -------------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Board Member Executive Vice President and Chief Administrative $40,000
100 King Street West Officer of Philip Services Corp.; Formerly, a
P.O. Box 2440, LCD-1 Partner in the Philadelphia office of the law firm
Hamilton Ontario, Dechert Price & Rhoads and a Director of Hofler
Canada L8N-4J6 Corp.
4/21/42

- -------------------------------------------------------------------------------------------------------------------------------
Philip D. English Board Member President and Chief Executive Officer of $40,000
16 West Madison Street Broventure Company, Inc.; Chairman of the Board of
Baltimore, MD 21201 Chektec Corporation and Cyber Scientific, Inc.
8/5/48

- -------------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Board Member President of UAM Investment Services, Inc. since 0
211 Congress Street March 1999; Vice President UAM Trust Company since
Boston, MA 02110 January 1996; Principal of UAM Fund Distributors,
2/24/53 Inc. since December 1995; Vice President of UAM
Investment Services, Inc. from January 1996 to
March 1999 and a Director and Chief Operating
Officer of CS First Boston Investment Management
from 1993-1995.

- -------------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer* Board Member; Chairman, Chief Executive Officer and a Director 0
One International Place President and of United Asset Management Corporation; Director,
Boston, MA 02110 Chairman Partner or Trustee of each of the Investment
3/21/35 Companies of the Eaton Vance Group of Mutual Funds.

- -------------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Board Member President and Chief Investment Officer of Dewey 0
One Financial Center Square Investors Corporation since 1988; Director
Boston, MA 02111 and Chief Executive Officer of H.T. Investors,
7/1/43 Inc., formerly a subsidiary of Dewey Square.

- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

II-23
<PAGE>

<TABLE>
<CAPTION>
Name, Address, DOB Position with Principal Occupations During the Past 5 years Aggregate
Fund Compensation from
Fund as of 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
William H. Park Vice President Executive Vice President and Chief Financial 0
One International Place Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47

- -----------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI; Vice President of 0
211 Congress Street Operations, Development and Control of Fidelity
Boston, MA 02110 Investments in 1995; Treasurer of the Fidelity Group
7/4/51 of Mutual Funds from 1991 to 1995

- -----------------------------------------------------------------------------------------------------------------------------
Michael E. DeFao Secretary Vice President and General Counsel of UAMFSI and 0
211 Congress Street UAMFDI; Associate Attorney of Ropes & Gray (a law
Boston, MA 02110 firm) from 1993 to 1995.
2/28/68
- -----------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty Assistant Vice President of UAMFSI; Manager of Fund 0
211 Congress Street Treasurer Administration and Compliance of Chase from 1995
Boston, MA 02110 to 1996; Senior Manager of Deloitte & Touche LLP
9/18/63 from 1985 to 1995,
- -----------------------------------------------------------------------------------------------------------------------------
Robert J. DellaCroae Assistant Director, Mutual Fund 0
SEI Investments Treasurer Operations-SEI Ivestments;
One Freedom Valley Rd 12/17/63 Senior Manager at Arthur Anderson Prior to 1994.
Oaks, PA 19456
</TABLE>

Investment Advisory and Other Services

INVESTMENT ADVISER
- --------------------------------------------------------------------------------
Control Of Adviser

The adviser is a subsidiary of UAM. UAM is a holding company incorporated in
Delaware in December 1980 for the purpose of acquiring and owning firms
engaged primarily in institutional investment management. Since its first
acquisition in August 1983, UAM has acquired or organized more than 50 UAM
Affiliated Firms. UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to meet
the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophy and
approach. Each UAM Affiliated Firm manages its own business independently on a
day-to-day basis. Investment strategies employed and securities selected by
UAM Affiliated Firms are separately chosen by each of them. Several UAM
Affiliated Firms also act as investment advisers to separate series or
portfolios of the UAM Funds Complex.

Investment Advisory Agreement

This section summarizes some of the important provisions of each of the
portfolio's Investment Advisory Agreements. The Fund has filed each agreement
with the SEC as part of its registration statement on Form N-1A.

Service Performed by Adviser
Each adviser:

. Manages the investment and reinvestment of the assets of the portfolios;

. Continuously reviews, supervises and administers the investment program of
the portfolios; and

II-24
<PAGE>

. Determines what portion of portfolio's assets will be invested in securities
and what portion will consist of cash.

Limitation of Liability

In the absence of (1) willful misfeasance, bad faith, or gross negligence on
the part of the adviser in the performance of its obligations and duties under
the Investment Advisory Agreement, (2) reckless disregard by the adviser of
its obligations and duties under the Investment Advisory Agreement, or (3) a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services, the adviser shall not be subject to any liability
whatsoever to the Fund, for any error of judgment, mistake of law or any other
act or omission in the course of, or connected with, rendering services under
the Advisory Agreement.

Continuing an Advisory Agreement

An Investment Advisory Agreement continues in effect for periods of one year
so long as such continuance is specifically approved at least annually by a:

. Majority of those members who are not parties to the Investment Advisory
Agreement or interested persons of any such party;

. (2) (a) majority of the members or (b) a majority of the shareholders of the
portfolio.

Terminating an Advisory Agreement
The Fund may terminate an Investment Advisory Agreement at any time, without
the payment of any penalty if:

. A majority of the portfolio's shareholders vote to do so; and

. It gives the adviser 60 days' written notice.

The adviser may terminate the Advisory Agreements at any time, without the
payment of any penalty, upon 90 days' written notice to the Fund. An Advisory
Agreement will automatically and immediately terminate if it is assigned.

DISTRIBUTOR
- --------------------------------------------------------------------------------
UAMFDI serves as the Fund's distributor. The Fund offers its shares
continuously. While UAMFDI will use its best efforts to sell shares of the
Fund, it is not obligated to sell any particular amount of shares. UAMFDI
receives no compensation for its services. UAMFDI, an affiliate of UAM, is
located at 211 Congress Street, Boston, Massachusetts 02110.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------
Administrator

Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend disbursing
and transfer agent services for the Fund. UAMFSI, an affiliate of UAM, has its
principal office at 211 Congress Street, Boston, Massachusetts 02110.

UAMFSI will bear all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be
incurred in the operation of the Fund will be borne by the Fund or other
parties, including:

. Taxes, interest, brokerage fees and commissions;

. Salaries and fees of officers and members of the board who are not officers,
directors, shareholders or employees of an affiliate of UAM, including
UAMFSI, UAMFDI or the adviser;

II-25
<PAGE>

. SEC fees and state Blue-Sky fees;

. EDGAR filing fees;

. Processing services and related fees;

. Advisory and administration fees;

. Charges and expenses of pricing and data services, independent public
accountants and custodians;

. Insurance premiums including fidelity bond premiums;

. Outside legal expenses;

. Costs of maintenance of corporate existence;

. Typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund;

. Printing and production costs of shareholders' reports and corporate
meetings;

. Cost and expenses of Fund stationery and forms;

. Costs of special telephone and data lines and devices;

. Trade association dues and expenses; and

. Any extraordinary expenses and other customary Fund expenses.

The Fund Administration Agreement continues in effect from year to year if the
board specifically approves such continuance every year. The board or UAMFSI
may terminate the Fund Administration Agreement, without penalty, on not less
than ninety (90) days' written notice. The Fund Administration Agreement
automatically terminates upon its assignment by UAMFSI without the prior
written consent of the Fund.

UAMFSI will from time to time employ other people to assist it in performing
its duties under the Fund Administration Agreement. Such people may be
officers and employees who are employed by both UAMFSI and the Fund. UAMFSI
will pay such people for such employment. The Fund will not incur any
obligations with respect to such people.

Sub-Administrator

UAMFSI has subcontracted some of the its administrative and fund accounting
services to SEI under the terms of a Mutual Funds Service Agreement between
SEI and UAMFSI. SEI is located at 1 Freedom Valley Drive, Oaks, Pennsylvania
19456.

Sub-Transfer Agent and Sub-Shareholder Servicing Agent

UAMFSI has subcontracted its transfer agent and dividend-disbursing agent
services to DST Systems, Inc. under the terms of an Agency Agreement between
UAMFSI and DST Systems Inc. DST Systems, Inc., is located at P.O. Box 419534,
Kansas City, Missouri 64141-6534.

UAMSSC serves as sub-shareholder servicing agent for the Fund under the terms
of an agreement between UAMSSC and UAMFSI. The principal place of business of
UAMSSC is 825 Duportail Road, Wayne, Pennsylvania 19087.

Administrative Fees

Each portfolio pay UAMFSI and SEI for the administrative services they
provide. For more information concerning these fees, see "How Much does the
Portfolio Pay for Administrative Services?" in Part I of this SAI.

II-26
<PAGE>

Shareholder Servicing Arrangements

UAM and any of its affiliates may pay Service Agents or others for marketing,
shareholder servicing, record-keeping and/or other services performed with
respect to the Fund, the portfolio or any class of shares of the portfolio.
The person making such payments may do so out of its revenues, its profits or
any other source available to it. Such services arrangements, when in effect,
are made generally available to all qualified service providers. The adviser
may also compensate its affiliated companies for referring investors to the
portfolios.

CUSTODIAN
- --------------------------------------------------------------------------------
First Union National Bank (successor to CoreStates Bank, N.A.), 530 Walnut
Street Philadelphia, PA 19106, provides for the custody of the Fund's assets
pursuant to the terms of a custodian agreement with the Fund.

INDEPENDENT PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountant for the Fund.

Brokerage Allocation and Other Practices

Selection of Brokers
- --------------------------------------------------------------------------------
The Advisory Agreement authorizes the adviser to select the brokers or dealers
that will execute the purchases and sales of investment securities for the
portfolio. The Advisory Agreement also directs the adviser to use its best
efforts to obtain the best execution with respect to all transactions for the
portfolio. The adviser may select brokers based on research, statistical and
pricing services they provide to the adviser. Information and research
provided by a broker will be in addition to, and not instead of, the services
the adviser is required to perform under the Advisory Agreement. In so doing,
the portfolio may pay higher commission rates than the lowest rate available
when the adviser believes it is reasonable to do so in light of the value of
the research, statistical, and pricing services provided by the broker
effecting the transaction.

It is not the practice of the Fund to allocate brokerage or effect principal
transactions with dealers based on sales of shares that a broker-dealer firm
makes. However, the Fund may place trades with qualified broker-dealers who
recommend the Fund or who act as agents in the purchase of Fund shares for
their clients.

SIMULTANEOUS TRANSACTIONS
- --------------------------------------------------------------------------------
The adviser makes investment decisions for the portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the same
security for more than one client. The adviser strives to allocate such
transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating such
transactions, the Fund's governing board periodically reviews the various
allocation methods used by the adviser.

BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------
Equity Securities

Generally, equity securities are bought and sold through brokerage
transactions for which commissions are payable. Purchases from underwriters
will include the underwriting commission or concession, and purchases from
dealers serving as market makers will include a dealer's mark-up or reflect a
dealer's mark-down.

II-27
<PAGE>

Debt Securities

Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, a portfolio will
not pay brokerage commissions for such purchases. When a debt security is
bought from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the
dealer's mark up or reflect a dealer's mark down. When the portfolio executes
transactions in the over-the-counter market, it will deal with primary market
makers unless prices that are more favorable are otherwise obtainable.

Capital Stock and Other Securities

THE FUND
- --------------------------------------------------------------------------------
The Fund was organized under the name "PBHG Advisor Funds, Inc." as a Maryland
corporation on January 9, 1998. The Fund is registered as an open-end
management investment Fund under the 1940 Act. On April 6, 1999, the Fund
changed its name to "UAM Funds, Inc. II." The Fund's principal executive
office is located at 211 Congress Street, 4th Floor, Boston, MA 02110;
shareholders should direct all correspondence to the address listed on the
cover of this SAI.

Each portfolio is a diversified series of the Fund. Each share of a portfolio
represents an equal proportionate interest in that Fund.

DESCRIPTION OF SHARES AND VOTING RIGHTS
- --------------------------------------------------------------------------------
The Fund's Agreement and Declaration of Trust permits the Fund to issue an
unlimited number of shares of beneficial interest, without par value. The
Board has the power to designate one or more series (portfolios) or classes of
shares of beneficial interest without shareholder approval. The Board has
authorized three classes of shares: Institutional Class, Institutional Service
Class, and Advisor Class. Not all of the portfolios issue all of the classes.

Description of Shares
The Fund's Articles of Incorporation, as amended, provide that:

. all consideration received by the Fund for shares of any portfolio and all
assets in which such consideration is invested would belong to that portfolio
and would be subject to the liabilities related thereto;

. each share of stock shall entitle the holder thereof to one vote for each
dollar (and each fractional dollar thereof) of net asset value (number of
shares owned times net asset value per share) of shares of stock outstanding
in such holder's name on the books of the Fund, and all shares of stock shall
be voted in the aggregate; provided, however, that to the extent series
voting is required by the 1940 Act or Maryland law, or otherwise directed by
the board, as to any such matter, shares of stock shall be voted by series;

. in the event of the liquidation or dissolution of any series of stock of the
Fund, stockholders of such series shall be entitled to receive out of the
assets of such series available for distribution to stockholders the assets
belonging to such series; and the assets so distributable to the stockholders
of such series shall be distributed among such stockholders in proportion to
the number of shares of such series held by them and recorded on the books of
the Fund; and

. no holder of shares of stock of the Fund shall, as such holders, have any
preemptive rights to purchase or subscribe for any additional shares of stock
of the Fund or any other security of the Fund.

The Fund will not hold annual meetings except when required to by the 1940 Act
or other applicable law.

II-28
<PAGE>

The Board has authorized one class of shares, Institutional Class Shares.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
- --------------------------------------------------------------------------------
Dividend and Distribution Options

There are three ways for shareholders to receive dividends and capital gains:

. Income dividends and capital gains distributions are reinvested in additional
shares at net asset value

. Income dividends are paid in cash and capital gains distributions are
reinvested in additional shares at NAV.

. Income dividends and capital gains distributions are paid in cash.

Unless the shareholder elects otherwise in writing, the fund will
automatically reinvest all dividends in additional shares of the portfolio at
NAV (as of the business day following the record date). Shareholders may
change their dividend and distributions option by writing to the fund at least
three days before the record date for income dividend or capital gain
distribution.

The fund sends account statements to shareholders whenever it pays an income
dividend or capital gains distribution.

Taxes on Distributions

Each portfolio intends to distribute substantially all of its net investment
income and net realized capital gains so as to avoid income taxes on its
dividends and distributions and the imposition of the federal excise tax on
undistributed income and capital gains. However, a portfolio cannot predict
the time or amount of any such dividends or distributions.

Each portfolio will be treated as a separate entity (and hence as a separate
"regulated investment company") for federal tax purposes. The capital
gains/losses of one portfolio will not be offset against the capital
gains/losses of another portfolio.

"Buying a Dividend"

Distributions by the portfolio reduce its NAV. A distribution that reduces
the NAV of the portfolio below its cost basis is taxable as described in the
prospectus of the portfolio, although from an investment standpoint, it is a
return of capital. If you buy shares of the portfolio on or just before the
"record date" (the date that establishes which shareholders will receive an
upcoming distribution) for a distribution, you will receive some of the money
you invested as a taxable distribution.

Purchase Redemption and Pricing of Shares
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE

Calculating NAV

The purchase and redemption price of the shares of a portfolio is equal to the
NAV of the portfolio. The Fund calculates the NAV of a portfolio by
subtracting its liabilities from its total assets and dividing the result by
the total number of shares outstanding. For purposes of this calculation:

. Liabilities include accrued expenses and dividends payable; and

II-29
<PAGE>

. Total assets include the market value of the securities held by the
portfolio, plus cash and other assets plus income accrued but not yet
received.

Each portfolio normally calculates its NAV as of the close of trading on the
NYSE every day the NYSE is open for trading. The NYSE usually closes at 4:00
p.m. The NYSE is closed on the following days: New Year's Day, Dr. Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

How the Fund Values it Assets

Equity Securities

Equity securities listed on a securities exchange for which market quotations
are readily available are valued at the last quoted sale price of the day.
Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed
securities not traded on the valuation date for which market quotations are
readily available are valued neither exceeding the asked prices nor less than
the bid prices. Quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major
bank or by a broker.

Debt Securities

Debt securities are valued according to the broadest and most representative
market, which will ordinarily be the over-the-counter market. Debt securities
may be valued based on prices provided by a pricing service when such prices
are believed to reflect the fair market value of such securities. Securities
purchased with remaining maturities of 60 days or less are valued at amortized
cost when the governing board determines that amortized cost reflects fair
value.

Other Assets

The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at
fair value using methods determined by the governing board.

PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Service Agents may enter confirmed purchase orders on behalf of their
customers. To do so, the Service Agent must receive your investment order
before the close of trading on the NYSE and must transmit it to the fund
before the close of its business day to receive that day's share price. The
fund must receive proper payment for the order by the time the portfolio
calculates its NAV on the following business day. Service Agents are
responsible to their customers and the Fund for timely transmission of all
subscription and redemption requests, investment information, documentation
and money.

Shareholders can buy full and fractional (calculated to three decimal places)
shares of a portfolio. The fund will not issue certificates for fractional
shares and will only issue certificates for whole shares upon the written
request of a shareholder.

The Fund may reduce or waive the minimum for initial and subsequent investment
for certain fiduciary accounts, such as employee benefit plans or under
circumstances, where certain economies can be achieved in sales of the
portfolio's shares.

In-Kind Purchases

At its discretion, the Fund may permit shareholders to purchase shares of the
portfolio with securities, instead of cash. If the Fund allows a shareholder
to make an in-kind purchase, it will value such securities according to the
policies described under "VALUATION OF SHARES" at the next determination of
net asset value after acceptance. The Fund will issue shares of the portfolio
at the NAV of the portfolio determined as of the same time.

II-30
<PAGE>

The Fund will only acquire securities through an in-kind purchase for
investment and not for immediate resale. The Fund will only accept in-kind
purchases if the transaction meets the following conditions:

. The securities are eligible investments for the portfolio;

. The securities have readily available market quotations;

. The investor represents and agrees that the securities are liquid and that
there are no restrictions on their resale imposed by the 1933 Act or
otherwise;

. All dividends, interest, subscription, or other rights pertaining to such
securities become the property of the portfolio and are delivered to the fund
by the investor upon receipt from the issuer; and

. Immediately after the transaction is complete, the value of all securities of
the same issuer held by the portfolio cannot exceed 5% of the net assets of
the portfolio. This condition does not apply to U.S. government securities.

Investors who are subject to Federal taxation upon exchange may realize a gain
or loss for federal income tax purposes depending upon the cost of securities
or local currency exchanged. Investors interested in such exchanges should
contact the adviser.

REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
When you redeem, your shares may be worth more or less than the price you paid
for them depending on the market value of the investments held by the
portfolio.

By Mail
Requests to redeem shares must include:

. Share certificates, if issued;

. A letter of instruction or an assignment specifying the number of shares or
dollar amount the shareholder wishes to redeem signed by all registered
owners of the shares in the exact names in which they are registered;

. Any required signature guarantees (see "Signature Guarantees"); and

. Estates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations must submit any other necessary
legal documents.

By Telephone
Shareholders may not do the following by telephone:

. Change the name of the commercial bank or the account designated to receive
redemption proceeds. To change an account in this manner, you must submit a
written request signed by each shareholder, with each signature guaranteed).

. Redeem shares represented by a certificate.

The fund and its UAMSSC will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and they may be liable for
any losses if they fail to do so. These procedures include requiring the
investor to provide certain personal identification at the time an account is
opened and before effecting each transaction requested by telephone. In
addition, all telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of such
transaction requests. The Fund or UAMSSC may be liable for any losses due to
unauthorized or fraudulent telephone instructions if the Fund or the UAMSSC
does not employ the procedures described above. Neither the Fund nor the
UAMSSC will be responsible for any loss, liability, cost or expense for
following instructions received by telephone that it reasonably believes to be
genuine.

II-31
<PAGE>

Redemptions-In-Kind

If the governing board determines that it would be detrimental to the best
interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by the portfolio in lieu of
cash in conformity with applicable rules of the SEC. Investors may incur
brokerage charges on the sale of portfolio securities received in payment of
redemptions.

However, the Fund has made an election with the SEC to pay in cash all
redemptions requested by any shareholder of record limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the net assets of the
Fund at the beginning of such period. Such commitment is irrevocable without
the prior approval of the SEC. Redemptions in excess of the above limits may
be paid in whole or in part, in investment securities or in cash, as the Board
may deem advisable; however, payment will be made wholly in cash unless the
governing board believes that economic or market conditions exist which would
make such a practice detrimental to the best interests of the Fund. If
redemptions are paid in investment securities, such securities will be valued
as set forth under "Valuation of Shares." A redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

Signature Guarantees

The Fund requires signature guarantees for certain types of documents,
including.

. Written requests for redemption;

. Separate instruments for assignment ("stock power"), which should specify the
total number of shares to be redeemed; and

. On all stock certificates tendered for redemption.

The purpose of signature guarantees is to verify the identity of the person
who has authorized a redemption from your account and to protect your account,
the Fund and its sub-transfer agent from fraud.

The Fund will accept signature guarantees from any eligible guarantor
institution, as defined by the Securities Exchange Act of 1934 that
participates in a signature guarantee program. Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations. You can get a complete definition of eligible guarantor
institutions by calling 1-877-826-5465. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital
of at least $100,000. Credit unions must be authorized to issue signature
guarantees.

Other Redemption Information

Normally, the Fund will pay for all shares redeemed under proper procedures
within seven days after it received your request. However, the Fund will pay
your redemption proceeds earlier as applicable law so requires.

The Fund may suspend redemption privileges or postpone the date of payment:

. When the NYSE and custodian bank are closed

. Trading on the NYSE is restricted.

. During any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for the
portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets.

. For such other periods as the Commission may permit.

II-32
<PAGE>

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios that are
qualified for sale in the shareholder's state of residence. Exchanges are
based on the respective net asset values of the shares involved. The Fund does
not charge a sales commission or charge of any kind for exchanges.

Neither the Fund nor any of its service providers will be responsible for the
authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any time.
Such instructions may include limiting the amount or frequency of exchanges
and may be for the purpose of assuring such exchanges do not disadvantage the
Fund and its shareholders.

TRANSFER OF SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of the portfolio to another person by making
a written request to the Fund. Your request should clearly identify the
account and number of shares you wish to transfer. All registered owners
should sign the request and all stock certificates, if any, which are subject
to the transfer. The signature on the letter of request, the stock certificate
or any stock power must be guaranteed in the same manner as described under
"Signature Guarantees." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.

Performance Calculations

A portfolio measures its performance by calculating its yield and total
return. Yield and total return figures are based on historical earnings and
are not intended to indicate future performance. The SEC has adopted rules
that require mutual funds to present performance quotations in a standard
manner. Mutual funds can present non-standard performance quotations only if
they also provide certain standardized performance information that they have
computed according to the requirements of the SEC. Current yield and average
annual compounded total return information are calculated using the method of
computing performance mandated by the SEC.

The performance is calculated separately for each Class of a portfolio.
Dividends paid by a portfolio with respect to each Class will be calculated in
the same manner at the same time on the same day and will be in the same
amount, except that service fees, distribution charges and any incremental
transfer agency costs relating to Advisor or Service Class Shares will be
borne exclusively by that class.

TOTAL RETURN
- --------------------------------------------------------------------------------
Total return is the change in value of an investment in the portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period. An average annual total return is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period.

The fund calculates the average annual total return of a portfolio by finding
the average annual compounded rates of return over one, five and ten-year
periods that would equate an initial hypothetical $1,000 investment to its
ending redeemable value. The calculation assumes that all dividends and
distributions are reinvested when paid. The quotation assumes the amount was
completely redeemed at the end of each one, five and ten-year period and the
deduction of all applicable Fund expenses on an annual basis. Since
Institutional Service Class Shares bear additional service and distribution
expenses, their average annual total return will generally be lower than that
of the Institutional Class Shares.

The fund calculates these figures according to the following formula:

P (1 + T)n = ERV

II-33
<PAGE>

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10 year periods at the
end of the 1, 5 or 10 year periods (or fractional portion
thereof).
YIELD
- --------------------------------------------------------------------------------
Yield refers to the income generated by an investment in the portfolio over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all mutual funds. As
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.

The current yield is determined by dividing the net investment income per
share earned during a 30-day base period by the maximum offering price per
share on the last day of the period and annualizing the result. Expenses
accrued for the period include any fees charged to all shareholders during the
base period. Since Institutional Service Class shares bear additional service
and distribution expenses, their yield will generally be lower than that of
the Institutional Class Shares.

Yield is obtained using the following formula:

Yield = 2[((a-b)/(cd)+1)6-1]

Where:

a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions

d = the maximum offering price per share on the last day of the period.

COMPARISONS
- --------------------------------------------------------------------------------
To help investors evaluate how an investment in a portfolio might satisfy
their investment objectives, the Fund and UAMFDI may advertise the performance
of a portfolio. The Fund or UAMFDI may include this information in sales
literature and advertising. Appendix B lists the publications, indices and
averages that the fund may be use. These types of advertisements generally:

. Discuss various measures of the performance of a portfolio.

. Compare the performance of a portfolio to the performance of other
investments, indices or averages.

. Compare the performance of a portfolio to data prepared by various
independent services that monitor the performance of investment companies,
data reported in financial and industry publications, and various indices.

In comparing the performance of a portfolio, an investor should keep in mind
that

. The composition of the investments in the reported indices and averages may
be different from the composition of investments in the portfolio.

. Indices and averages are generally unmanaged.

II-34
<PAGE>

. The formula used to calculate the performance of the index or average may be
different from the formula used by the portfolio to calculate its
performance. In addition, the fund cannot guarantee that a portfolio will
continue this performance as compared to such other average or index.

Taxes

In order for the portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended, at least 90% of its gross income for a taxable year must be
derived from qualifying income; i.e., dividends, interest, income derived from
loans of securities, and gains from the sale of securities or foreign
currencies, or other income derived with respect to its business of investing
in such securities or currencies, as applicable.

The portfolio will distribute to shareholders annually any net capital gains
that have been recognized for federal income tax purposes. Shareholders will
be advised on the nature of the payments.

If for any taxable year the portfolio does not qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, all of
the portfolio's taxable income would be subject to tax at regular corporate
rates without any deduction for distributions to shareholders. In this event,
the portfolio's distributions to shareholders would be taxable as ordinary
income to the extent of the current and accumulated earnings and profits of
the particular portfolio, and would be eligible for the dividends received
deduction in the case of corporate shareholders. The portfolio intends to
qualify as a "regulated investment company" each year.

Dividends and interest received by the portfolio may give rise to withholding
and other taxes imposed by foreign countries. These taxes would reduce the
portfolio's dividends but are included in the taxable income reported on your
tax statement if the portfolio qualifies for this tax treatment and elects to
pass it through to you. Consult a tax adviser for more information regarding
deductions and credits for foreign taxes.

Financial Statements

The following documents are included in 1998 Annual Report of each portfolio:

. Financial statements for the fiscal year ended December 31, 1998.

. Financial highlights for the respective periods presented

. The report of PricewaterhouseCoopers LLP.

Each of the above-referenced documents is incorporated by reference into this
SAI. However, no other parts of the portfolios' Annual Reports are
incorporated by reference herein. Shareholders may get copies of the
portfolios' Annual Reports free of charge by calling the UAM Funds at the
telephone number appearing on the front page of this SAI.

II-35
<PAGE>

Glossary

II-1
<PAGE>

<TABLE>
<CAPTION>
Term Definition
- ----------------------------------------------------------------------------------------------------------
<S> <C>
1933 Act Securities Act of 1933, as amended
1934 Act Securities Exchange Act of 1934, as amended
1940 Act Investment Company Act of 1940, as amended
Adviser Investment adviser of the portfolio
Board member Single member of the Fund's Board
Board Fund's Board of Directors as a group
SEI SEI Investments Mutual Funds Services, the Fund's sub-administrator
Fund UAM Funds Inc. II
Governing Board See Board
NAV Net asset value per share of a portfolio
NYSE New York Stock Exchange
Portfolio Single series of the Fund
Portfolios All of the series of the Fund
SEC Securities and Exchange Commission
UAM Funds Complex UAM Funds, Inc., UAM Funds Trust, UAM Funds Inc. II and all of their
portfolios
UAM United Asset Management Corporation
UAMFDI UAM Fund Distributors, Inc., the Fund's distributor
UAMFSI UAM Fund Services, Inc., the Fund's administrator
UAMSSC UAM Fund Shareholder Servicing Center, the Fund's
sub-shareholder-servicing agent
</TABLE>

All terms that this SAI does not otherwise define, have the same meaning in
the SAI as they do in the prospectus(es) of the portfolios.

II-2
<PAGE>

Appendix A:
Description of
Securities and
Ratings

II-1
<PAGE>

Moody's Investors Service, Inc.

PREFERRED STOCK RATINGS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
aaa An issue which is rated "aaa" is considered to be a top-quality preferred stock. This rating indicates good
asset protection and the least risk of dividend impairment within the universe of preferred stock.

aa An issue which is rated "aa" is considered a high-grade preferred stock. This rating indicates that there is
a reasonable assurance the earnings and asset protection will remain relatively well maintained in the
foreseeable future.

a An issue which is rated "a" is considered to be an upper-medium grade preferred stock. While risks are
judged to be somewhat greater than in the "aaa" and "aa" classification, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.

baa An issue which is rated "baa" is considered to be a medium-grade preferred stock, neither highly protected
nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over
any great length of time.

ba An issue which is rated "ba" is considered to have speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse
periods. Uncertainty of position characterizes preferred stocks in this class.

b An issue which is rated "b" generally lacks the characteristics of a desirable investment. Assurance of
dividend payments and maintenance of other terms of the issue over any long periods of time may be small.

caa An issue which is rated "caa" is likely to be in arrears on dividend payments. This rating designation does
not purport to indicate the future status of payments.

ca An issue which is rated "ca" is speculative in a high degree and is likely to be in arrears on dividends with
little likelihood of eventual payments.

c This is the lowest rated class of preferred or preference stock. Issues so rated can thus be regarded as
having extremely poor prospects of ever attaining any real investment standing.
</TABLE>

Note: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-
range ranking and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.

DEBT RATINGS - TAXABLE DEBT & DEPOSITS GLOBALLY
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment
risk and are generally referred to as "gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of
such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all standards. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.

A Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium
grade obligations. Factors giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the future.
</TABLE>

A-2
<PAGE>

Baa Bonds which are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly
protected nor poorly secured). Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as
well.
Ba Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds
in this class.
B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest
and principal payments or of maintenance of other terms of the contract over any long period of time may be
small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present
elements of danger with respect to principal or interest.
Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often
in default or have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
</TABLE>

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

SHORT-TERM PRIME RATING SYSTEM - TAXABLE DEBT & DEPOSITS GLOBALLY
- --------------------------------------------------------------------------------
Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1 Issuers rated Prime-1 (or supporting institution) have a superior
ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance on
debt and ample asset protection.

. Broad leading market positions in well-established industries.

. margins in earnings coverage of fixed financial charges and high
internal cash generation.

. Well-establised access to a range of financail markets and assured
sources of alternate liquidity.

. Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This
will normally be evidenced by many of the characteristics cited above
but to a lesser degree. Earnings trends and coverage ratios, while
sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligation. The effect of
industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime rating
categories.

A-2
<PAGE>

Standard & Poor's Ratings Services

PREFERRED STOCK RATINGS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
AAA This is the highest rating that may be assigned by Standard & Poor's to a preferred stock issue and indicates
an extremely strong capacity to pay the preferred stock obligations.
AA A preferred stock issue rated AA also qualifies as a high-quality, fixed-income security. The capacity to pay
preferred stock obligations is very strong, although not as overwhelming as for issues rated AAA.
A An issue rated A is backed by a sound capacity to pay the preferred stock obligations, although it is
somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.
BBB An issue rated BBB is regarded as backed by an adequate capacity to pay the preferred stock obligations.
Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to make payments for a preferred stock in this
category than for issues in the A category.
BB, B, CCC Preferred stock rated BB, B, and CCC are regarded, on balance, as predominantly speculative with respect to
the issuer's capacity to pay preferred stock obligations. BB indicates the lowest degree of speculation and
CCC the highest. While such issues will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
CC The rating CC is reserved for a preferred stock issue that is in arrears on dividends or sinking fund
payments, but that is currently paying.
C A preferred stock rated C is a nonpaying issue.
D A preferred stock rated D is a nonpaying issue with the issuer in default on debt instruments.
N.R. This indicates that no rating has been requested, that there is insufficient information on which to base a
rating, or that Standard & Poor's does not rate a particular type of obligation as a matter of policy.
Plus (+) or To provide more detailed indications of preferred stock quality, ratings from AA to CCC may be modified by
minus (-) the addition of a plus or minus sign to show relative standing within the major rating categories.

</TABLE>

LONG-TERM ISSUE CREDIT RATINGS
- --------------------------------------------------------------------------------
Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

Nature of and provisions of the obligation;

Protection afforded by, and relative position of, the obligation in the event
of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

<TABLE>
<S> <C>
AAA An obligation rated AAA have the highest rating assigned by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only in small degree. The obligor's
capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher- rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligator to meet its financial
commitment on the obligation.
</TABLE>

A-3
<PAGE>

Obligations rated BB, B, CCC , CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major risk exposures to adverse conditions.

<TABLE>
<S> <C>
BB An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces
major ongoing uncertainties or exposures to adverse business, financial, or economic conditions which could
lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or
economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment
on the obligation.
CCC An obligation rated CCC is currently vulnerable to non-payment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In
the event of adverse business, financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligations.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action
has been taken, but payments on this obligation are being continued.
D An obligation rated D is in payment default. The D rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are
jeopardized.
</TABLE>

Plus (+) or minus (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

r This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligation linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk-such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

SHORT-TERM ISSUE CREDIT RATINGS
- --------------------------------------------------------------------------------
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days - including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating in which the short-term rating
addresses the put feature, in addition to the usual long-term rating. Medium-
term notes are assigned long-term ratings.

<TABLE>
<S> <C>
A-1 A short-term obligation rated A-1 is rated in the highest category by Standard & Poor's. The obligor's
capacity to meet its financial commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligation in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet
its financial commitment on the obligation.
B A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the obligation; however, it faces major
ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment
on the obligation.
</TABLE>
A-4
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
C A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on the
obligation.
D A short-term obligation rated D is in payment default. The D rating category is used when payments on an
obligation are not made on the date due even if the applicable grace period has not expired, unless Standard
& Poors' believes that such payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are
jeopardized.
</TABLE>

Duff & Phelps Credit Rating Co.

LONG-TERM DEBT AND PREFERRED STOCK
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
AAA Highest credit quality. The risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

AA+/AA High credit quality. Protection factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk factors are more variable in periods of greater
economic stress.

BBB+/BBB Below-average protection factors but still considered sufficient for prudent investment. Considerable
BBB- variability in risk during economic cycles.

BB+/BB/BB- Below investment grade but deemed likely to meet obligations when due. Present or prospective financial protection
factors fluctuate according to industry conditions. Overall quality may move up or down frequently within this
category.

B+/B/B- Below investment grade and possessing risk that obligation will not be net when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable uncertainty exists as to timely payment of principal, interest
or preferred dividends. Protection factors are narrow and risk can be substantial with unfavorable economic/industry
conditions, and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal and/or interest payments. Issuer failed to meet
scheduled principal and/or interest payments.

DP Preferred stock with dividend arrearages.
</TABLE>

SHORT-TERM DEBT
- --------------------------------------------------------------------------------
High Grade
<TABLE>
<S> <C>
D-1+ Highest certainty of timely payment. Short-term liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.
D-1 Very high certainty of timely payment. Liquidity factors are excellent and supported by good fundamental
protection factors. Risk factors are minor.
D-1- High certainty of timely payment. Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
</TABLE>

A-5
<PAGE>

Good Grade
<TABLE>
<S> <C>
D-2 Good certainty of timely payment. Liquidity factors and company fundamentals are sound. Although ongoing
funding needs may enlarge total financing requirements, access to capital markets is good. Risk factors are
small.

Satisfactory Grade
D-3 Satisfactory liquidity and other protection factors qualify issues as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless, timely payment is expected.

Non-Investment Grade
D-4 Speculative investment characteristics. Liquidity is not sufficient to insure against disruption in debt
service. Operating factors and market access may be subject to a high degree of variation.

Default
D-5 Issuer failed to meet scheduled principal and/or interest payments.
</TABLE>

Fitch IBCA Ratings

INTERNATIONAL LONG-TERM CREDIT RATINGS
- --------------------------------------------------------------------------------
Investment Grade
<TABLE>
<S> <C>
AAA Highest credit quality. `AAA' ratings denote the lowest expectation of credit risk. They are assigned only
in case of exceptionally strong capacity for timely payment for financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA' ratings denote a very low expectation of credit risk. They indicate very
strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.
A High credit quality. `A' ratings denote a low expectation of credit risk. The capacity for timely payment
of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to
changes in circumstances or in economic conditions than is the case for higher ratings.
B Good credit quality. `BBB' ratings indicate that there is currently a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.

Speculative Grade
BB Speculative. `BB' ratings indicate that there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, business or financial alternatives may be
available to allow financial commitments to be met. Securities rated in this category are not investment
grade.
B Highly speculative. `B' ratings indicate that significant credit risk is present, but a limited margin of
safety remains. Financial commitments are currently being met; however, capacity for continued payment is
contingent upon a sustained, favorable business and economic environment.
CCC,CC,C High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic developments. A `CC' rating indicates that default
of some kind appears probable. `C' ratings signal imminent default.
</TABLE>

A-6
<PAGE>

<TABLE>
<S> <C>
DDD,DD,D Default. Securities are not meeting current obligations and are extremely speculative. `DDD' designates
the highest potential for recovery of amounts outstanding on any securities involved. For U.S. corporates,
for example, `DD' indicates expected recovery of 50% - 90% of such outstandings, and `D' the lowest recovery
potential, i.e. below 50%.

International Short-Term Credit Ratings
F1 Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may
have an added "+" to denote any exceptionally strong credit feature.

F2 Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of
safety is not as great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of financial commitments is adequate; however,
near-term adverse changes could result in a reduction to non-investment grade.

B Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely
reliant upon a sustained, favorable business and economic environment.

D Default. Denotes actual or imminent payment default.
</TABLE>

Notes
"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the `AAA' long-term rating
category, to categories below `CCC', or to short-term ratings other than `F1'.

`NR' indicates that Fitch IBCA does not rate the issuer or issue in question.

`Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

RatingAlert: Ratings are placed on RatingAlert to notify investors that there
is a reasonable probability of a rating change and the likely direction of
such change. These are designated as "Positive", indicating a potential
upgrade, "Negative", for a potential downgrade, or "Evolving", if ratings may
be raised, lowered or maintained. RatingAlert is typically resolved over a
relatively short period.

A-7
<PAGE>

Appendix B - Comparisons

A-1
<PAGE>

CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. --
analyzes price, current yield, risk, total return and average rate of return
(average annual compounded growth rate) over specified time periods for the
mutual fund industry.

Consumer Price Index (or Cost of Living Index), published by the U.S. Bureau
of Labor Statistics -- a statistical measure of change, over time in the price
of goods and services in major expenditure groups.

Donoghue's Money Fund Average -- is an average of all major money market fund
yields, published weekly for 7 and 30-day yields.

Dow Jones Industrial Average - 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.

Dow Jones Industrial Average -- an unmanaged price weighted average of 30
blue-chip stocks.

Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times, Global
Investor, Investor's Daily, Lipper Analytical Services, Inc., Morningstar,
Inc., New York Times, Personal Investor, Wall Street Journal and Weisenberger
Investment Companies Service -- publications that rate fund performance over
specified time periods.

Historical data supplied by the research departments of First Boston
Corporation, J.P. Morgan & Co, Inc., Salomon Smith Barney, Merrill Lynch &
Co., Inc., Lehman Brothers, Inc. and Bloomberg L.P.

IBC's Money Fund Average/All Taxable - an average of all major money market
fund yields, published weekly for 7- and 30-day yields.

IFC Investable Index - an unmanaged index maintained by the International
Finance Corporation. This index consists of 890 companies in 25 emerging
equity markets, and is designed to measure more precisely the returns
portfolio managers might receive from investment in emerging markets equity
securities by focusing on companies and markets that are legally and
practically accessible to foreign investors.

Lehman Aggregate Bond Index - an unmanaged fixed income market value-weighted
index that combines the Lehman Government/Corporate Index and the Lehman
Mortgage-Backed Securities Index, and includes treasury issues, agency issues,
corporate bond issues and mortgage backed securities. It includes fixed rate
issuers of investment grade (BBB) or higher, with maturities of at least one
year and outstanding par values of at least $200 million for U.S. government
issues and $25 million for others.

Lehman Corporate Bond Index - an unmanaged indices of all publicly issues,
fixed-rate, nonconvertible investment grade domestic corporate debt. Also
included are yankee bonds, which are dollar-denominated SEC registered public,
noncovertible debt issued or guaranteed by foreign sovereign governments,
municipalities, or governmental agencies, or international agencies.

Lehman Government Bond Index -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
guaranteed by the U.S. government). In addition to the aggregate index, sub-
indices cover intermediate and long term issues.

Lehman Government/Corporate Index -- an unmanaged fixed income market value-
weighted index that combines the Government and Corporate Bond Indices,
including U.S. government treasury securities, corporate and yankee bonds.
All issues are investment grade (BBB) or higher, with maturities of at least
one year and outstanding par value of at least $100 million of r U.S.
government issues and $25 million for others. Any security downgraded during
the month is held in the index until month end and then removed. All returns
are market value weighted inclusive of accrued income.

Lehman High Yield Bond Index - an unmanaged index of fixed rate, non-
investment grade debt. All bonds included in the index are dollar
denominated, noncovertible, have at least one year remaining to maturity and
an outstanding par value of at least $100 million.

B-2
<PAGE>

Lehman Intermediate Government/Corporate Index - an unmanaged fixed income
market value-weighted index that combines the Lehman Government Bond Index
(intermediate-term sub-index) and Lehman Corporate Bond Index.

Lipper 1-5 Year Short Investment Grade Debt Funds Average -- is an average of
100 funds that invest at least 65% of assets in investment grade debt issues
(BBB or higher) with dollar-weighted average maturities of 5 years or less.

Lipper Balanced Fund Index - an unmanaged index of open-end equity funds whose
primary objective is to conserve principal by maintaining at all time a
balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio
ranges around 60%/40%.

Lipper Equity Income Fund Index - an unmanaged index of equity funds which
seek relatively high current income and growth of income through investing 60%
or more of the portfolio in equities.

Lipper Equity Mid Cap Fund Index - an unmanaged index of funds which by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $5 billion at the time of purchase.

Lipper Equity Small Cap Fund Index - an unmanaged index of funds by prospectus
or portfolio practice invest primarily in companies with market
capitalizations less than $1 billion at the time of purchase.

Lipper Growth Fund Index - an unmanaged index composed of the 30 largest funds
by asset size in this investment objective.

Lipper Mutual Fund Performance Analysis and Lipper -Fixed Income Fund
Performance Analysis -- measures total return and average current yield for
the mutual fund industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestments of all distributions, exclusive
of any applicable sales charges.

Merrill Lynch 1-4.99 Year Corporate/Government Bond Index -- is an unmanaged
index composed of U.S. treasuries, agencies and corporates with maturities
from 1 to 4.99 years. Corporates are investment grade only (BBB or higher).

Morgan Stanley Capital International EAFE Index -- arithmetic, market value-
weighted averages of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.

Mutual Fund Source Book, published by Morningstar, Inc. - analyzes price,
yield, risk and total return for equity funds.

NASDAQ Composite Index -- is a market capitalization, price only, unmanaged
index that tracks the performance of domestic common stocks traded on the
regular NASDAQ market as well as national market System traded foreign common
stocks and ADRs..

New York Stock Exchange composite or component indices -- unmanaged indices of
all industrial, utilities, transportation and finance stocks listed on the New
York Stock Exchange.

Russell 1000 Index - an unmanaged index composed of the 1000 largest stocks in
the Russell 3000 Index.

Russell 2000 Growth Index - contains those Russell 2000 securities with higher
price-to-book ratios and higher forecasted growth values.

Russell 2000 Index -- an unmanaged index composed of the 2,000 smallest stocks
in the Russell 3000 Index.

Russell 2000 Value Index - contains those Russell 2000 securities with a less-
than-average growth orientation. Securities in this index tend to exhibit
lower price-to-book and price-earnings ratios, higher dividend yields and
lower forecasted growth values than the growth universe.

B-3
<PAGE>

Russell 2500 Growth Index - contains those Russell 2500 securities with a
greater-than-average growth orientation. Securities in this index tend to
exhibit higher price-to-book and price-earnings ratios, lower dividend yields
and higher forecasted growth values than the value universe.

Russell 2500 Index - an unmanaged index composed of the 2,5000 smallest stocks
in the Russell 3000.

Russell 2500 Value Index - contains those Russell 2500 securities with a less-
than-average growth orientation. Securities in this index tend to exhibit
lower price-to-book and price-earnings ratios, higher dividend yields and
lower forecasted growth values then the Growth universe.

Russell 3000 Index - composed of the 3,000 largest U.S. publically traded
companies based on total market capitalization, which represents approximately
98% of the investable U.S. equity market.

Russell Mid-Cap Index -- is composed of the 800 smallest stocks in the Russell
1000 Index, with an average capitalization of $1.96 billion.

Salomon Smith Barney Global excluding U.S. Equity Index - an comprised of the
smallest stocks (less than $1 billion market capitalization) of the Extended
Market Index, of both developed and emerging markets.

Salomon Smith Barney One to Three Year Treasury Index - an unmanaged index
comprised of U.S. treasury notes and bonds with maturities one year or
greater, but less than three years.

Salomon Smith Barney Three-Month T-Bill Average -- the average for all
treasury bills for the previous three-month period.

Salomon Smith Barney Three-Month U.S. Treasury Bill Index - a return
equivalent yield average based on the last three 3-month Treasury bill issues.

Savings and Loan Historical Interest Rates -- as published by the U.S. Savings
and Loan League Fact Book.

Standard & Poors' 600 Small Cap Index - an unmanaged index comprised of 600
domestic stocks chosen for market size, liquidity, and industry group
representation. The index is comprised of stocks from the industrial,
utility, financial, and transportation sectors.

Standard & Poors' Midcap 400 Index -- consists of 400 domestic stocks chosen
for market size (medium market capitalization of approximately $700 million),
liquidity, and industry group representation. It is a market-value weighted
index with each stock affecting the index in proportion to its market value.

Standard & Poors' 500 Stock Index- an unmanaged index composed of 400
industrial stocks, 40 financial stocks, 40 utilities stocks and 20
transportation stocks.

Standard & Poors' Barra Value Index - is constructed by dividing the
securities in the S&P 500 Index according to price-to-book ratio. This index
contains the securities with the lower price-to-book ratios; the securities
with the higher price-to-book ratios are contained in the Standard & Poor's
Barra Growth Index.

Standard & Poors' Utilities Stock Price Index - a market capitalization
weighted index representing three utility groups and, with the three groups,
43 of the largest utility companies listed on the New York Stock Exchange,
including 23 electric power companies, 12 natural gas distributors and 8
telephone companies.

Stocks, Bonds, Bills and Inflation, published by Ibbotson Associates --
historical measure of yield, price and total return for common and small
company stock, long-term government bonds, U.S. treasury bills and inflation.

U.S. Three-Month Treasury Bill Average - the average return for all treasury
bills for the previous three month period.

Value Line -- composed of over 1,600 stocks in the Value Line Investment
Survey.

Wilshire Real Estate Securities Index - a market capitalization weighted index
of publicly traded real estate securities, including real estate investment
trusts, real estate operating companies and partnerships. The index is used
by he institutional investment community as a broad measure of the performance
of public real estate equity for asset allocation and performance comparison.

B-4
<PAGE>

Wilshire REIT Index - includes 112 real estate investment trusts (REITs) but
excludes seven real estate operating companies that are included in the
Wilshire Real Estate Securities Index..

Note: With respect to the comparative measures of performance for equity
securities described herein, comparisons of performance assume reinvestment of
dividends, except as otherwise stated.

B-5
<PAGE>

Exhibit Description
- ------- -----------
A. 2. Articles of Amendment to Articles of Incorporation filed April 7, 1999
3. Certificate of Change of registered Agent and Address of UAM Funds,
Inc. II filed April 7, 1999
B. Amended and Restated By-Laws dated April 6, 1999
D. 1. Investment Advisory Agreement for Analytic Defensive Equity Fund dated
April 6, 1999
2. Investment Advisory Agreement for Analytic Enhanced Equity Fund dated
April 6, 1999
3. Investment Advisory Agreement for Analytic Master Fixed Income Fund
dated April 6, 1999
4. Investment Advisory Agreement for Analytic Short-Term Government Fund
dated April 6, 1999
E. Forms of Selling Dealer Agreements
F. Distribution Agreement dated April 6, 1999
G. Fund Administration Agreement dated April 6, 1999
H. Mutual Fund Services Agreement dated April 7, 1999

<PAGE>

Exhibit A2

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

PBHG ADVISOR FUNDS, INC.

Pursuant to the provisions of the Maryland General Corporation Law, as
amended (the "GCL"), PBHG ADVISOR FUNDS, INC., a Maryland corporation having its
principal office in the City of Baltimore (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Charter of the Corporation is hereby amended as follows:

By striking out Article II of the Amended and Restated Articles of
Incorporation in its entirety and inserting in lieu thereof the following:

"ARTICLE II

NAME OF CORPORATION

The name of the Corporation is UAM Funds, Inc. II (hereinafter called
the `Corporation')."

SECOND: The Charter of the Corporation is hereby amended by changing
the names of (1) "Class A Shares" of the Analytic Defensive Equity Fund series
to "Institutional Class Shares" of such series; (2) "Class A Shares" of the
Analytic Enhanced Equity Fund series to "Institutional Shares" of such series;
(3) "Class A Shares" of the Analytic Master Fixed Income Fund series to
"Institutional Shares" of such series; and (4) "Class A Shares" of the Analytic
Short-Term Government Fund series to "Institutional Shares" of such series.

THIRD: The foregoing amendments to the Charter were duly approved by a
majority of the entire Board of Directors of the Corporation at a meeting held
on April 6, 1999.

FOURTH: The foregoing amendments are limited to changes expressly
permitted by Section 2-605(a)(4) of the GCL to be made without action by
stockholders. The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
<PAGE>

IN WITNESS WHEREOF, PBHG Advisor Funds, Inc. has caused these Articles
of Amendment to be signed by its President and attested to by its Secretary on
this 6th day of April, 1999.

PBHG ADVISOR FUNDS, INC.

By /s/ Norton H. Reamer
--------------------
Norton H. Reamer
Chairman of the Board and President

Attest:

/s/ Michael E. DeFao
- ------------------------
Michael E. DeFao
Secretary

-2-
<PAGE>

CERTIFICATE
-----------

THE UNDERSIGNED, President of PBHG Advisor Funds, Inc., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects, under the penalties of perjury.

PBHG ADVISOR FUNDS, INC.

By /s/ Norton H. Reamer
--------------------
Norton H. Reamer
Chairman of the Board and President

<PAGE>

Exhibit A3

CERTIFICATE OF CHANGE OF
REGISTERED AGENT AND ADDRESS
OF
UAM FUNDS, INC. II

The Board of Directors of UAM Funds, Inc. II, a corporation organized in
Maryland on January 8, 1998 duly approved a resolution as follows:

RESOLVED: that the resident agent and address of the Corporation are hereby
changed to:
CSC-Lawyers Incorporating Service Company
11 East Chase Street
Baltimore, MD 21202

I, Norton H. Reamer certify under the penalties of perjury that to the best of
my knowledge, information and belief the foregoing resolution is true in all
material respects.

UAM FUNDS, INC. II

By: /s/ Norton H. Reamer
--------------------
Norton H. Reamer
Chairman of the Board and President

Attest:

By: /s/ Michael E. DeFao
--------------------
Michael E. DeFao
Secretary

<PAGE>

Exhibit B

AMENDED AND RESTATED

BY-LAWS OF

UAM FUNDS, INC. II

ARTICLE I

Fiscal Year and Offices

Section 1. Fiscal Year. Unless otherwise provided by resolution of the
Board of Directors the fiscal year of the Corporation shall begin on January 1
and end on the last day of December.

Section 2. Registered Office. The registered office of the Corporation
in Maryland shall be located at 11 East Chase Street, Baltimore, Maryland 21202,
and the name and address of its Resident Agent at this address is CSC - Lawyers
Incorporating Service Company.

Section 3. Other Offices. The Corporation shall have the power to open
additional offices for the conduct of its business, either within or outside the
State of Maryland, at such places as the Board of Directors may from time to
time designate.

ARTICLE II

Meetings of Stockholders

Section 1. Place of Meeting. Meetings of the Stockholders for election
of Directors shall be held in such place as shall be fixed by the Board of
Directors and stated in the notice of the meeting.

Section 2. Annual Meetings. The Corporation is not required to hold an
Annual Meeting in any year in which the Corporation is not required to elect
directors under the Investment Company Act of 1940. If the Corporation is
required under the Investment Company Act of 1940 to hold a stockholder meeting
to elect directors, the meeting shall be designated an Annual Meeting of
Stockholders for that year for purposes of Maryland law. Annual Meetings, if
held, shall be held at such place and time as the Board of Directors may by
resolution establish, and shall be held no later than 120 days after the
occurrence of the event requiring the meeting. In the absence of any specific
resolution, Annual Meetings of Stockholders shall be held at the Corporation's
principal office in Baltimore, Maryland. Meetings of stockholders for any other
<PAGE>

purpose may be held at such place and time as shall be fixed by resolution of
the Board of Directors and stated in the Notice of the Meeting, or in a duly
executed Waiver of Notice thereof.

Section 3. Special Meetings. Special Meetings of the Stockholders may
be called at any time by the Chairman of the Board or the President, or by a
majority of the Board of Directors, and shall be called by the Chairman of the
Board, President or Secretary upon written request of the holders of shares
entitled to cast not less than twenty-five percent of all the votes entitled to
be cast at such meeting provided that (a) such request shall state the purposes
of such meeting and the matters proposed to be acted on, and (b) the
Stockholders requesting such meeting shall have paid to the Corporation the
reasonably estimated cost of preparing and mailing the notice thereof, which the
Secretary shall determine and specify to such Stockholders. No Special Meeting
need be called to consider any matter which is substantially the same as a
matter voted on at any meeting of the Stockholders held during the preceding
twelve months.

Section 4. Notice. Not less than ten nor more than ninety days before
the date of every Annual or Special Stockholders' Meeting, the Secretary shall
cause to be mailed to each Stockholder entitled to vote at such meeting at his
(her) address (as it appears on the records of the Corporation at the time of
mailing) written notice stating the time and place of the meeting and, in the
case of a Special Meeting of Stockholders shall be limited to the purposes
stated in the notice. Notice of any Stockholders' meeting need not be given to
any Stockholder who shall sign a written waiver of such notice whether before or
after the time of such meeting, or to any Stockholder who shall attend such
meeting in person or by proxy. Notice of adjournment of a Stockholders' meeting
to another time or place need not be given, if such time and place are announced
at the meeting.

Section 5. Record Date for Meetings. The Board of Directors may fix in
advance a date not more than ninety days, nor less than ten days, prior to the
date of any Annual or Special Meeting of the Stockholders as a record date for
the determination of the Stockholders entitled to receive notice of, and to vote
at any meeting and any adjournment thereof; and in such case such Stockholders
and only such Stockholders as shall be Stockholders of record on the date so
fixed shall be entitled to receive notice of and to vote at such meeting and any
adjournment thereof as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

Section 6. Quorum. At any meeting of Stockholders, the presence in
person or by proxy of the holders of a majority of all the votes entitled to be
case at the meeting shall constitute a quorum for the transaction of business at
the meeting, except that where any provision of law or the Articles of
Incorporation require that the holders of any class of shares shall vote as a
class, then a majority of the aggregate number of shares of that class at the
time outstanding shall be necessary to constitute a quorum for the transaction
of such business. If, however, such quorum shall not be present or represented
at any meeting of the Stockholders, any officer entitled to preside at, or act
as Secretary of, such meeting, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.

-2-
<PAGE>

Section 7. Voting. Each Stockholder shall have one vote for each full
share and a fractional vote for each fractional share of stock having voting
power held by such Stockholder on the record date set pursuant to Section 5 on
each matter submitted to a vote at a meeting of stockholders. Such note may be
made in person or by proxy. If no record date has been fixed for the
determination of Stockholders, the record date for the determination of
Stockholders entitled to notice of or to vote at a meeting of Stockholders shall
be at the close of business (i) on the day on which notice of the meeting is
mailed or (ii) on the day 30 days before the meeting, whichever is the closer
date to the meeting. At all meetings of the Stockholders, a quorum being
present, all matters shall be decided by majority vote of the shares of stock
entitled to vote held by Stockholders present in person or by proxy, unless
otherwise expressly provided by the laws of the State of Maryland, the
Investment Company Act of 1940, as from time to time amended, or the Articles of
Incorporation, in which case such express provision shall control. At all
meetings of Stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the Chairman of the
meeting.

Section 8. Voting - Proxies. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed in
writing by the Stockholder himself or by his attorney thereunto duly authorized
in writing. No proxy shall be voted on after eleven months from its date unless
it provides for a longer period. Each proxy shall be in writing subscribed by
the Stockholder or his duly authorized attorney and shall be dated, but need not
be sealed, witnessed or acknowledged. Proxies shall be delivered to the
Secretary of the Corporation or person acting as Secretary of the meeting before
being voted. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to exercise
of such proxy the Corporation received a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior to its exercise.

Section 9. Inspectors. At any election of Directors, the Board of
Directors prior thereto may, or, if they have not so acted, the Chairman of the
meeting may appoint one or more inspectors of election who shall first subscribe
an oath of affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote taken.
No candidate for the office of Director shall be appointed such inspector.

Section 10. Stock Ledger and List of Stockholders. It shall be the duty
of the Secretary or Assistant Secretary of the Corporation to cause an original
or duplicate stock ledger to be maintained at the office of the Corporation's
transfer agent. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for visual
inspection. Any one or more persons, each of whom has been a Stockholder of
record of the Corporation for more than six months next preceding such request,
who owns or own in the aggregate 5% or more of the outstanding capital stock of
the Corporation, may submit a written request to any officer of the Corporation.
Within 20 days after such a request, there shall be prepared and filed at the
Corporation's principal office a list containing the names and addresses of all
Stockholders of the Corporation and the number of shares of each class held by
each

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Stockholder, certified as correct by an officer of the Corporation, by its stock
transfer agent, or by its registrar.

Section 11. Action Without Meeting. Any action to be taken by
Stockholders may be taken without a meeting if all Stockholders entitled to vote
on the matter consent to the action in writing, and the written consents are
filed with the records of the meetings of Stockholders. Such consent shall be
treated for all purposes as a vote at a meeting.

ARTICLE III

Directors

Section 1. General Powers. The business of the Corporation shall be
under the direction of its Board of Directors, which may exercise all powers of
the Corporation, except such as are by statute, or the Articles of
Incorporation, or by these By-Laws conferred upon or reserved to the
Stockholders. All acts done by any meeting of the Directors or by any person
acting as a Director, so long as his successor shall not have been duly elected
or appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the Directors or of such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
Directors or such other person, as the case may be, had been duly elected and
were or was qualified to be Directors or a Director of the Corporation.

Section 2. Number and Term of Office. The number of Directors which
shall constitute the whole Board shall be determined from time to time by the
Board of Directors, but shall not be fewer than three, nor more than fifteen.
Each Director elected shall hold office until his successor is elected and
qualified. Directors need not be Stockholders.

Section 3. Election. Initially the Directors shall be those persons
named as such in the Articles of Incorporation. The Directors shall be elected
annually by the vote of a majority of the shares present in person or by proxy
at the Annual Meeting of the Stockholders, except that any vacancy in the Board
of Directors may be filled by a majority vote of the Board of Directors,
although less than a quorum, except that a newly-created directorship may be
filled only by a vote of the entire Board of Directors. However, if at any time
after the filling of any vacancy, less than a majority of the Directors then
holding office were elected by Stockholders, a Stockholders Meeting shall be
called as soon as possible, and in any event within sixty days, for the purpose
of electing an entire new Board of Directors.

Section 4. Removal of Directors. At any Stockholders Meeting, provided
a quorum is present, any Director may be removed (either with or without cause)
by the vote of the holders of a majority of the shares present or represented at
the meeting, and at the same meeting a duly qualified person may be elected in
his stead by a majority of the votes validly cast.

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Section 5. Place of Meeting. Meetings of the Board of Directors,
regular or special, may be held at any place in or out of the State of Maryland
as the Board may from time to time determine.

Section 6. Quorum. At all meetings of the Board of Directors a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is required for such
action by the laws of Maryland, the Investment Company Act of 1940, these
By-Laws or the Articles of Incorporation. If a quorum shall not be present at
any meeting of Directors, the Directors present thereat may by a majority vote
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present.

Section 7. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors provided that notice of any
change in the time or place of such meetings shall be sent promptly to each
Director not present at the meeting at which such change was made in the manner
provided for notice of special meetings. Members of the Board of Directors or
any committee designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time, and participation by such means shall constitute presence in
person at a meeting.

Section 8. Special Meetings. Special Meetings of the Board of
Directors may be called by the Chairman of the Board or the President on one
day's notice to each Director; Special Meetings shall be called by the Chairman
of the Board, President or Secretary in like manner and on like notice on the
written request of two Directors.

Section 9. Informal Actions. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if a written consent to such action is signed in one
or more counterparts by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board or committee.

Section 10. Committees. The Board of Directors may by resolution passed
by a majority of the entire Board appoint from among its members an Executive
Committee and other committees composed of at least one Director, and may
delegate to such committees, in the intervals between meetings of the Board of
Directors, any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers to declare
dividends or distributions on stock, to issue stock or to recommend to
Stockholders any action requiring Stockholder approval, amend the By-Laws, or
approve any merger or share exchange which does not require stockholder
approval.

Section 11. Action of Committees. In the absence of an appropriate
resolution of the Board of Directors each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that

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the quorum shall not be less than two Directors, unless such committee is
comprised of only one Director whereby a quorum would be one Director. The
committees shall keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any action by the
committee shall be subject to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected by any such revision
or alteration. In the absence of any member of such committee the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of such absent
member.

Section 12. Compensation. Any Director, whether or not he is a salaried
officer or employee of the corporation, may be compensated for his service as
Director or as a member of a committee of Directors, or as Chairman of the Board
or chairman of a committee by fixed periodic payments or by fees for attendance
at meetings or by both, and in addition may be reimbursed for transportation and
other expenses, all in such manner and amounts as the Board of Directors may
from time to time determine.

ARTICLE IV

Section 1. Form. Notices to Stockholders shall be in writing and
delivered personally or mailed to the Stockholders at their addresses appearing
on the books of the Corporation. Notices to Directors shall be oral or by
telephone or telegram or in writing delivered personally or mailed to the
Directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to Directors need not state the purpose of a Regular or Special Meeting.

Section 2. Waiver. Whenever any notice of the time, place or purpose
of any meeting of Stockholders, Directors or a committee is required to be given
under the provisions of Maryland law or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting of Stockholders in person or by proxy, or at the meeting of
Directors of committee in person, shall be deemed equivalent to the giving of
such notice to such persons.

ARTICLE V

Officers

Section 1. Executive Officers. The officers of the Corporation shall
be chosen by the Board of Directors and shall include a President, who shall be
a Director, a Secretary and a Treasurer. The Board of Directors may, from time
to time, elect or appoint a Controller, one or

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more Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Board
of Directors, at its discretion, may also appoint a Director as Chairman of the
Board who shall perform and execute such executive and administrative duties and
powers as the Board of Directors shall from time to time prescribe. The same
person may hold two or more offices, except that no person shall be both
President and Secretary and no officer shall execute, acknowledge or verify an
instrument in more than one capacity, if such instrument is required by law, the
Articles of Incorporation or these By-Laws to be executed, acknowledged or
verified by two or more officers.

Section 2. Election. The Board of Directors shall choose a President,
a Secretary and a Treasurer at its first meeting and thereafter at the next
meeting following a Stockholders' Meeting at which Directors were elected.

Section 3. Other Officers. The Board of Directors from time to time
may appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise powers and perform such
duties as shall be determined from time to time by the Board. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.

Section 4. Compensation. The salaries or other compensation of all
officers and agents of the Corporation shall be fixed by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salary or other compensation of any subordinate
officers or agents appointed pursuant to Section 3 of this Article V.

Section 5. Tenure. The officers of the Corporation shall serve for one
year and until their successors are chosen and qualify. Any officer or agent may
be removed by the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby. In addition, any officer or agent appointed pursuant to Section 3 may
be removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors, and, in addition, if
pursuant to Section 3 the power of appointment has been conferred by the Board
of Directors on any other officer, by such other officer.

Section 6. President. The President, unless the Chairman has been so
designated, shall be the Chief Executive Officer of the Corporation; he (she)
shall preside at all meetings of the Stockholders and Directors, and shall see
that all orders and resolutions of the Board are carried into effect. The
President, unless the Chairman has been designated, shall also be the chief
administrative officer of the Corporation and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

Section 7. Chairman of the Board. The Chairman of the Board, if one
shall be chosen, shall preside at all meetings of the Board of Directors and
Stockholders, and shall

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perform and execute such executive duties and administrative powers as the Board
of Directors shall from time to time prescribe.

Section 8. Vice President. The Vice-Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors or the Chief Executive Officer may from time to
time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the
Board of directors and all meetings of the Stockholders and record all the
proceedings thereof and shall perform like duties for any Committee when
required. He (she) shall give, or cause to be given, notice of meetings of the
Stockholders and of the Board of Directors, shall have charge of the records of
the Corporation, including the stock books, and shall perform such other duties
as may be prescribed by the Board of Directors or Chief Executive Officer, under
whose supervision he (she) shall be. He (she) shall keep in safe custody the
seal of the Corporation and, when authorized by the Board of Directors, shall
affix and attest the same to any instrument requiring it. The Board of Directors
may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his (her) signature.

Section 10. Assistant Secretary. The Assistant Secretary in order of
the seniority, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.

Section 11. Treasurer. The Treasurer, unless another officer has been
so designated, shall be the Chief Financial Officer of the Corporation. He (she)
shall have general charge of the finances and books of account of the
Corporation. Except as otherwise provided by the Board of Directors, he (she)
shall have general supervision of the funds and property of the Corporation and
of the funds and property of the Corporation and of the performance by the
custodian of its duties with respect thereto. He (she) shall render to the Board
of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his (her) transactions as Treasurer; and
as soon as possible after the close of each financial year he (she) shall make
and submit to the Board of Directors a like report for such financial year. He
(she) shall cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted at the
Annual Meeting of Stockholders and filed within twenty days thereafter at the
principal office of the Corporation in the State of Maryland. He (she) shall
perform all the acts incidental to the office of Treasurer, subject to the
control of the Board of Directors.

Section 12. Controller. The Controller shall be under the direct
supervision of the Chief Financial Officer of the Corporation. He (she) shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, establish and maintain internal accounting control and, in
cooperation with the independent public accountants selected by the Board of
Directors shall supervise internal auditing. He (she) shall have such further
powers and duties as may be conferred upon him (her) from time to time by the
President or the Board of Directors.

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Section 13. Assistant Treasurer. The Assistant Treasurers, in the order
of their seniority, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties as the Board of Directors may from time to time prescribe.

Section 14. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the federal Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and Exchange Commission
) to the Corporation in such sum and with such surety or sureties as the Board
of Directors may determine, conditioned upon the faithful performance of his
(her) duties of the Corporation, including responsibility for negligence and for
the accounting of any Corporation's property, funds or securities that may come
into his (her) hands.

ARTICLE VI

Other Restrictions

Section 1. Trading in Securities. Neither the investment adviser or
any officer or director thereof, nor any officer or director of the Corporation
shall take a long or short position in the securities issued by the Corporation,
except as permitted by applicable laws and regulations; provided , that the
foregoing shall not prevent the purchase from the Corporation of shares issued
by it by the officers or directors of the Corporation or of the investment
adviser or by the investment adviser at the price available to the public at the
moment of such purchase.

In any case where an officer or director of the Corporation or of the
investment adviser or a member of an advisory or portfolio committee of the
Corporation is also an officer or director of another corporation and the
purchase or sale of shares issued by that other corporation is under
consideration, the officer or director or committee member concerned will
abstain from participating in any decision made on behalf of the Corporation to
purchase or sell any securities issued by the other corporation.

Section 2. Loans to Affiliates. The Corporation shall not lend assets
of the Corporation to any officer or director of the Corporation, or to any
partner, officer, director or stockholder of, or person who has a material,
financial interest in, the investment adviser of the Corporation, or the
distributor of the Corporation, or to the investment adviser of the Corporation
or to the distributor of the Corporation.

Section 3. Conflict of Interest Transactions. The Corporation shall
not permit any officer or director, or any officer or director of the investment
adviser or distributor of the Corporation to deal for or on behalf of the
Corporation with himself as principal or agent, or with any partnership,
association or corporation in which he has a material, financial interest;
provided that the foregoing provisions shall not prevent (a) officers or
directors of the

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Corporation from buying, holding or selling shares in the Corporation, or from
being partners, officers or directors of or otherwise financially interested in
the investment adviser, sponsor, manager or distributor of the Corporation; (b)
purchases or sales of securities or other property by the Corporation from or to
an affiliated person or to the investment adviser or distributor of the
Corporation if such transaction is exempt from or permitted by the applicable
provisions of the Investment Company Act of 1940; (c) purchases of investments
owned by the Corporation through a security dealer who is, or one or more of
whose partners, stockholders, officers or director is, an officer or director of
the Corporation, if such transactions are handled in the capacity of brokers
only and commissions charged do not exceed customary brokerage charges for such
services; (d) employment of legal counsel, registrar, transfer agent, dividend
disbursing agent or custodian who is, or has a partner, stockholder, officer or
director, who is an officer or director of the Corporation, if only customary
fees are charged for services to the Corporation; (e) sharing statistical,
research, legal and management expenses with a firm of which an officer or
directors of the Corporation is an officer or director or otherwise financially
interested; (f) purchase for the portfolio of the Corporation of securities
issued by an issuer having an officer, director or securities holder who is an
officer or director of the Corporation or of any investment adviser of the
Corporation, unless the retention of such securities in the portfolio of the
Corporation would be a violation of these By-Laws or the Articles of
Incorporation of the Corporation.

ARTICLE VII

Stock

Section 1. Certificates. The Board of Directors may at any time
authorize the issuance of share certificates either in limited cases or to all
Shareholders. In that event, a Shareholder may receive a certificate stating the
number of shares owned by him or her, in such form as shall be prescribed from
time to time by the Board of Directors. No stockholder shall be entitled to a
certificate for fractional shares owned by him in the Corporation. Each
certificate shall be signed by the President or a Vice-President and
counter-signed by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. The Board of Directors may at any time discontinue the
issuance of share certificates.

Section 2. Signature. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the Corporation and a registrar, the signature of any such President,
Vice-President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
may be a facsimile. In case any officer who has signed any certificate ceases to
be an officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its issue.

Section 3. Recording and Transfer without Certificates.
Notwithstanding the foregoing provisions of this Article VII, the Corporation
shall have full power to participate in any program approved by the Board of
Directors providing for the recording and transfer of

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ownership of shares of the Corporation's stock by electronic or other means
without the issuance of certificates.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been stolen,
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to have been stolen, lost or destroyed, or
upon other satisfactory evidence of such theft, loss or destruction. When
authorizing such issuance of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the Corporation a bond with sufficient surety,
to the Corporation to indemnify it against any loss or claim that may be made by
reason of the issuance of a new certificate.

Section 5. Transfer of Capital Stock. Transfers of shares of the stock
of the Corporation shall be made on the books of the Corporation by the holder
of record thereof (in person or by his attorney thereunto duly authorized by a
power of attorney duly executed in writing and filed with the Secretary of the
Corporation) (i) if a certificate or certificates have been issued, upon the
surrender of the certificate or certificates, properly endorsed or accompanied
by proper instruments of transfer, representing such shares, or (ii) as
otherwise prescribed by the Board of Directors. Every certificate exchanged,
surrendered for redemption or otherwise returned to the Corporation shall be
marked "Canceled" with the date of cancellation.

Section 6. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the General Laws of the State of Maryland.

Section 7. Transfer Agents and Registrars. The Board of Directors may,
from time to time, appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.

Section 8. Stock Ledger. The Corporation shall maintain an original
stock ledger containing the names and addresses of all Stockholders and the
number and class of shares held by each Stockholder. Such stock ledger may be
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

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ARTICLE VIII

General Provisions

Section 1. Rights in Securities. The Board of Directors, on behalf of
the Corporation, shall have the authority to exercise all of the rights of the
Corporation as owner of any securities which might be exercised by an individual
owning such securities in his own right; including, but not limited to, the
rights to vote by proxy for any and all purposes, to consent to the
reorganization, merger or consolidation of any issuer or to consent to the sale,
lease or mortgage of all or substantially all of the property and assets of any
issuer; and to exchange any of the shares of stock of any issuer for the shares
of stock issued therefor upon any such reorganization, merger, consolidation,
sale lease or mortgage. The Board of Directors shall have the right to authorize
any officer of the investment adviser to execute proxies and the right to
delegate the authority granted by this Section 1 to any officer of the
Corporation.

Section 2. Custodianship.

(a) The Corporation shall place and at all times maintain in
the custody of a custodian (including any sub-custodian for the custodian) all
funds, securities and similar investments owned by the Corporation. Subject to
the approval of the Board of Directors the custodian may enter into arrangements
with securities depositories, as long as such arrangements comply with the
provisions of the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder. The custodian (and any sub-custodian) shall be a bank
having no less than $2,000,000, aggregate capital, surplus and undivided profits
and shall be appointed from time to time by the Board of Directors, which shall
fix its remuneration.

(b) Upon termination of a custodian agreement or inability of
the custodian to continue to serve, the Board of Directors shall promptly
appoint a successor custodian. But in the event that no successor custodian can
be found who has the required qualifications and is willing to serve, the Board
of Directors shall call as promptly as possible a Special Meeting of the
Stockholders to determine whether the Corporation shall function without a
custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares of stock of the Corporation, the custodian
shall deliver and pay over all property of the Corporation held by it as
specified in such vote.

(c) The following provisions shall apply to the employment of a
custodian and to any contract entered into with the custodian so employed:

The Board of Directors shall cause to be delivered to the
custodian all securities owned by the Corporation or to which
it may become entitled, and shall order the same to be
delivered by the custodian only in completion of a sale,
exchange, transfer, pledge, or other disposition thereof, all
as the Board of Directors may generally or from time to time
require or approve or to a successor custodian;

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and the Board of Directors shall cause all funds owned by the
Corporation or to which it may become entitled to be paid to
the custodian, and shall order the same disbursed only for
investment against delivery of the securities acquired, or in
payment of expenses, including management compensation, and
liabilities of the Corporation, including distributions to
shareholders or proper payments to borrowers of securities
representing partial return of collateral, or to a successor
custodian.

Section 3. Reports. Not less often than semi-annually, the Corporation
shall transmit to the Stockholders a report of the operations of the
Corporation, based at least annually upon an audit by independent public
accounts, which report shall clearly set forth, in addition to the information
customarily furnished in a balance sheet and profit and loss statement, a
statement of all amounts paid to security dealers, legal counsel, transfer
agent, disbursing agent, registrar or custodian or trustee, where such payments
are made to a firm, corporation, bank or trust company, having a partner,
officer or director who is also an officer or director of the Corporation. A
copy, or copies, of all reports submitted to the Stockholders of the Corporation
shall also be sent, as required, to the regulatory agencies of the United States
and of the states in which the securities of the Corporation are registered and
sold.

Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

Section 5. Execution of Instruments. All deeds, documents, transfers,
contracts, agreements and other instruments requiring execution by the
Corporation shall be signed by the President, any Vice president or by the
Treasurer, or such other officer or agents as the Board of Directors may
otherwise, from time to time, authorize. Any such authorization may be general
or confined to specific instances. Except as otherwise authorized by the Board
of Directors, all requisitions or orders for the assignment of securities
standing in the name of the custodian or its nominee, or for the execution of
powers to transfer the same, shall be signed in the name of the Corporation by
the Chairman or the President or a Vice-President and by the Secretary,
Treasurer or an Assistant Treasurer.

ARTICLE IX

Indemnification and Advance of Expenses

Section 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the extent as the directors and to such further
extent as is consistent with law. The Corporation shall indemnify its directors
and officers who, while serving as directors or officers, also serve at the

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request of the Corporation as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint venture, real
estate investment trust, trust, other enterprise or employee benefit plan to the
fullest extent consistent with law. The indemnification and other rights
provided for by this Article shall continue as to a person who has ceased to be
a director or officer, and shall inure to the benefit of the heirs, executors
and administrators of such a person. This Article shall not protect any such
person against any liability to the Corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office ("disabling conduct").

Section 2. Advances. The Corporation shall advance payment to any
current or former director or officer of the Corporation for reasonable expenses
incurred in connection with any proceeding in which the individual is made a
party by reason of service as a director or officer in the manner and to the
fullest extent permissible under the Maryland General Corporation law upon
receipt of the Corporation of a written affirmation of his or her good faith
belief that the standard of conduct necessary for indemnification by the
Corporation has been met and a written undertaking to repay any such advance if
it should ultimately be determined that the requisite standard of conduct has
not been met. In addition, at least one of the following conditions must be
satisfied: (a) the individual shall provide security in form and amount
acceptable to the Corporation for the foregoing undertaking, (b) the Corporation
shall be insured against losses arising by reason of the advance, or (c) a
majority of a quorum of directors of the Corporation who are neither interest
persons, as defined in Section 2(a)(19) of the Investment Company Act of 1940,
nor parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel in a written opinion, shall have determined, based on
a review of facts readily available to the Corporation at the time the advance
is proposed to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to meet the requisite standard of
conduct.

Section 3. Procedure. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (a) a final decision on the merits
by a court of other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct, or (b) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (i) the vote of a majority of a quorum of disinterested
non-party directors, or (ii) an independent legal counsel in a written opinion.

Section 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.

Section 5. Other Rights. The Board of Directors may make further
provision consistent with law for indemnification and advancement of expenses to
directors, officers,

-14-
<PAGE>

employees and agents by resolution, agreement or otherwise. The indemnification
provided for this Article shall not be deemed exclusive of any other right, with
respect to indemnification or otherwise, to which those seeking indemnification
may be entitled under any insurance, other agreement, resolution of stockholders
or disinterested non-party directors, or otherwise.

Section 6. Subsequent Changes to Law. References in this Article are
to the Maryland General Corporation Law and to the Investment Company Act of
1940 as from time to time amended. No amendment of these Bylaws shall affect any
right of any person under this Article based on any event, omission or
proceeding occurring prior to such amendment.

ARTICLE X

Amendments. The By-Laws of the Corporation may be altered, amended or
repealed either by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote in respect thereof and represented in person or
by proxy at any annual or special meeting of the Stockholders, or by the Board
of Directors at any regular or special meeting of the Board of Directors.

Adopted Effective April 6, 1999.

-15-

<PAGE>

Exhibit D1

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS, INC. II

ANALYTIC DEFENSIVE EQUITY FUND

AGREEMENT made this 6th day of April, 1999 by and between UAM Funds,
Inc. II, a Maryland corporation (the "Fund"), and Analytic Investors, Inc., a
California corporation (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Analytic Defensive Equity Fund (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Directors of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that

1
<PAGE>

particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Directors of the Fund such
information relating to portfolio transactions as they may reasonably request.

3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.60%.

In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.

4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.

5. Reports. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.

6. Status of Adviser. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.

7. Liability of Adviser. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of

2
<PAGE>

fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

8. Permissible Interests. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of March 31, 2001 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Directors of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a

3
<PAGE>

majority of the entire Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio on 60 days' written notice
to the Adviser. This Agreement may be terminated by the Adviser at any time,
without the payment of any penalty, upon 90 days' written notice to the Fund.
This Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.

As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.

10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.

11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 6th day of April, 1999

ANALYTIC INVESTORS, INC. UAM FUNDS, INC. II

By: /s/Harindra de Silva By: /s/Norton H. Reamer
Harindra de Silva Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit D2

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS, INC. II

ANALYTIC ENHANCED EQUITY FUND

AGREEMENT made this 6th day of April, 1999 by and between UAM Funds,
Inc. II, a Maryland corporation (the "Fund"), and Analytic Investors, Inc., a
California corporation (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Analytic Enhanced Equity Fund (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Directors concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

6. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby.

2
<PAGE>

8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of March 31, 2001 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a

3
<PAGE>

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 6th day of April, 1999

ANALYTIC INVESTORS, INC. UAM FUNDS, INC. II

By: /s/Harindra de Silva By: /s/Norton H. Reamer
Harindra de Silva Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit D3

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS, INC. II

ANALYTIC MASTER FIXED INCOME FUND

AGREEMENT made this 6th day of April, 1999 by and between UAM Funds,
Inc. II, a Maryland corporation (the "Fund"), and Analytic Investors, Inc., a
California corporation (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Analytic Master Fixed Income Fund (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

6. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby.

2
<PAGE>

8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of March 31, 2001 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a

3
<PAGE>

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 6th day of April, 1999

ANALYTIC INVESTORS, INC. UAM FUNDS, INC. II

By: /s/Harindra de Silva By: /s/Norton H. Reamer
Harindra de Silva Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit D4
INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS, INC. II

ANALYTIC SHORT-TERM GOVERNMENT FUND

AGREEMENT made this 6th day of April, 1999 by and between UAM Funds,
Inc. II, a Maryland corporation (the "Fund"), and Analytic Investors, Inc., a
California corporation (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Analytic Short-Term Government Fund (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

6. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby.

2
<PAGE>

8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of March 31, 2001 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a

3
<PAGE>

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 6th day of April, 1999

ANALYTIC INVESTORS, INC. UAM FUNDS, INC. II

By: /s/Harindra de Silva By: /s/Norton H. Reamer
Harindra de Silva Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit E

UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, Massachusetts 02110

------------------------

SELLING DEALER AGREEMENT
UAM FUNDS, INC., UAM FUNDS, INC. II AND UAM FUNDS TRUST
(Institutional Class Shares)

------------------------

Dealer:

Gentlemen:

We invite you, as a selected dealer, to participate as principal in the
distribution of the Institutional Class Shares (the "Shares") of the Portfolios
of UAM Funds, Inc. and of UAM Funds Trust (each Portfolio is referred to herein
as the "Fund") with respect to which we have been retained to act as exclusive
national distributor and which are offered for sale pursuant to currently
effective federal Prospectuses describing such Shares.

OFFERING PRICE TO PUBLIC:
- -------------------------

Orders for Shares received from you and accepted by the Fund, will be
at the public offering price applicable to each order as set forth in that
Fund's Prospectus relating to such Shares. The manner of computing the net asset
value of Shares, the public offering price and the effective time of orders
received from you are described in the Prospectuses for the Shares. We reserve
the right, at any time and without notice, to suspend the sale of Fund Shares.

SALES, ORDERS AND CONFIRMATIONS:
- --------------------------------

In offering Fund Shares to the public or otherwise, you shall act as
dealer for your own account, and in no transaction shall you have any authority
to act as agent for the Fund, for any other selected dealer or for us. No person
is authorized to make any representation concerning the Shares or any Fund
except those contained in the relevant and current Prospectus and in written
information issued by the Fund or by us as a supplement to such Prospectus. In
purchasing Fund Shares, you shall rely solely on such representations contained
in the Prospectus and in such written supplemental information.

All sales are made subject to confirmation and orders are subject to
acceptance or rejection by the Fund in its sole discretion. Your orders must be
wired, telephoned or written to the Fund as provided in the relevant and current
Prospectus. You agree to place orders for the same number of Shares sold by you
at the price at which such Shares are sold. You agree that you will not purchase
Shares except for investment or for the purpose of covering purchase
<PAGE>

orders already received and that you will not, as principal, sell Fund Shares
unless purchased by you from the Fund under the terms hereof. You also agree
that you will not withhold placing with us orders received from your customers
so as to profit yourself from such withholding. Each of your orders shall be
confirmed by you in writing on the same day.

PAYMENT AND ISSUANCE OF CERTIFICATES:
- -------------------------------------

The Shares purchased by you hereunder shall be paid for in full at the
public offering price, by check payable to the Fund, at its office, within three
business days after our acceptance of your order. If not so paid, we reserve the
right to cancel the sale and to hold you responsible for any loss sustained by
us or the Fund (including lost profit) in consequence. Certificates representing
the Shares will not be issued unless a specific request is received from the
purchaser. Certificates, if requested, will be issued in the names indicated by
registration instructions accompanying your payment.

REDEMPTIONS:
- ------------

The relevant Prospectus describes the provisions whereby a Fund, under
all ordinary circumstances, will redeem Shares held by shareholders on demand.
You agree that you will not make any representations to shareholders relating to
the redemption of their Shares other than the statements contained in the
relevant and current Prospectus, and the underlying organizational documents of
the Fund, to which it refers, and that you will quote as the redemption price
only the price determined by the Fund. You shall not repurchase any Shares from
your customers at a price below that next quoted by the Fund for redemption. You
may hold such repurchased Shares for investment purposes or submit such Shares
to the Fund for redemption.

DISTRIBUTION AND/OR SERVICE FEES:
- ---------------------------------

We expect you to provide distribution and marketing services (the
"Services") in the promotion of the sale of the Shares of such Fund and the
retention of assets by such Fund and/or services and assistance to your
customers who own Fund Shares, including but not limited to, answering routine
inquiries regarding the Shares or a Fund or the status of a customer's account
and providing information to customers relating to maintaining their investment
in the Fund. Certain of the managers (the "Managers") of the Funds may, from
time to time, determine to provide support for the distribution and marketing
of, and/or the provision of services to the holders of, the Shares in the form
of payments or additional payments to selected broker-dealers who enter into
Selling Dealer Agreements with us. Accordingly, for your Services in respect of
Shares of any Fund the Manager of which has determined to provide such support
and has adopted a Supplemental Plan (a "Supplemental Plan"), you will receive a
supplemental fee (the "Supplemental Fees"), as established by each particular
Manager from time to time, subject to the further provisions of this Agreement,
the terms of the then current and applicable Prospectus relating to such Shares
and the instructions received by us from such Manager. The Supplemental Fees, if
any, in respect of Shares of a particular Fund may be based on such factors as
initial and/or current purchase prices or net asset values of such Shares
acquired by or held in the accounts of your customers or certain customers and
the periods for which such shares have been held and may be subject to such
other minimums as may be established by the Managers or
<PAGE>

by us from time to time. Such Supplemental Fees shall be as provided in the
schedule of fees set forth in Appendix A attached hereto, as the same may be
amended by us at any time and from time to time by notice thereof to you;
provided, however, that in no event shall the rate be in excess of the current
rates set forth in any form of subsequent notice furnished to you by us or on
our behalf, or by the Manager or the Fund.

We reserve the right, at any time, without notice, to modify, suspend
or terminate payments hereunder, or any component of such payments, either with
respect to one or more Funds or classes of Shares or generally with respect to
the Funds and the Shares; and the payment of Supplemental Fees hereunder shall
be automatically suspended or terminated if and to the extent that payments from
the relevant Manager are suspended or terminated, or automatically reduced if
and to the extent that the corresponding rates of payments to be made from the
relevant Manager are reduced. Any such action may be for any reason whatsoever
or no reason at all; and you agree that you shall not be entitled to any
payments for any period after the effective date of any such suspension or
termination, nor shall you be entitled to any payments after the effective date
of any such modification or reduction except as may be calculated pursuant to a
modified or reduced schedule of fees substituted for the previously effective
schedule.

You understand and agree that we merely administer and forward payments
pursuant to the Supplemental Plans of the Managers and that we shall have no
liability to you for such payments. Accordingly, you agree that anything to the
contrary herein notwithstanding (i) we shall have no liability to you, and you
shall have no recourse whatsoever against us or our assets, for any payment for
which provision is made in this Agreement, and (ii) your sole recourse, if any,
in respect of any such payment for which provision is made in this Agreement
shall be against the respective Manager.

LEGAL COMPLIANCE:
- -----------------

This Agreement and any transaction with, or payments to, you pursuant
to the terms hereof is conditioned on each party's representation to the other
party that, as of the date of this Agreement it is, and at all times during the
effectiveness of this Agreement it will be, a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and qualified under applicable
state securities laws in each jurisdiction in which the actions contemplated to
be taken by it under this Agreement require it to be qualified to act as a
broker-dealer in securities, and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). Each party agrees to
notify the other promptly in writing and immediately suspend sales of Shares if
this representation ceases to be true. Each party also agrees that it will
comply with the rules of the NASD including, in particular, Sections 2, 21(c)
and 26 of Article III of its Rules of Fair Practice, as amended, and that each
party will maintain adequate records with respect to its transactions with the
other and the Funds.

BLUE SKY MATTERS:
- -----------------

We shall have no obligation or responsibility with respect to your
right to sell Shares in any state or jurisdiction. We may furnish you with
information identifying the states and
<PAGE>

jurisdictions where the Shares of a Fund are qualified for sale; and you will
not transact orders for Shares except in such states and jurisdictions as
identified by us.

LITERATURE:
- -----------

We will furnish you with copies of each Fund's relevant Prospectus and
sales literature (if any) and other information made publicly available by us or
the Fund which relate to the Fund or the Shares of such Fund, in reasonable
quantities upon your request. You agree to deliver a copy of the current and
relevant Prospectus in accordance with the provisions of the Securities Act of
1933 to each purchaser of Shares. We shall file Fund sales literature and
promotional material with the NASD as required. You may not publish or use any
sales literature or promotional materials with respect to the Shares, the Funds
or any Fund without our prior review and written approval.

NOTICES AND COMMUNICATIONS:
- ---------------------------

All communications from you (other than purchase and sale orders)
should be addressed to us at 211 Congress Street, Boston, Massachusetts 02110,
Attention: Compliance Officer. Any notice from us to you shall be deemed to have
been duly given if mailed or telegraphed to you at the address set forth below.
Each of us may change the address to which notices shall be sent by notice to
the other in accordance with the terms hereof.

TERMINATION:
- ------------

This Agreement may be terminated by either party at any time by written
notice to that effect and will terminate without notice upon the appointment of
a trustee for you under the Securities Investor Protection Act, or any other act
of insolvency by you. Notwithstanding the termination of this Agreement, you
shall remain liable for any amounts otherwise owing to us or the Funds and for
your portion of any transfer tax or other liability which may be asserted or
assessed against the Fund, or us.

AMENDMENT:
- ----------

This Agreement may be amended or revised to modify, suspend or
terminate payments hereunder as provided in the section above entitled
"Distribution and/or Service Fees" or to amend Appendix A as provided in said
section. This Agreement may be otherwise amended or revised at any time by us
upon notice to you and you will be deemed to have accepted any such other
amendment or revision upon placing any subsequent order for Shares.

GENERAL:
- --------

Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event that you breach any of
the terms and conditions of this Agreement, you will indemnify us, the Funds,
and our affiliates for any damages, losses, costs and expenses (including
reasonable attorneys' fees and expenses) arising out of or relating to such
breach. In the event that we breach any of the terms and conditions of this
Agreement, we
<PAGE>

will indemnify you and your affiliates for any damages, losses, costs and
expenses (including reasonable attorneys' fees and expenses) arising out of or
relating to such breach. Nothing contained herein shall constitute you, us and
any dealers an association or partnership. All references in this Agreement to
the "Prospectus" refer to the then current and relevant version of the
Prospectus of the particular Fund or Funds concerned and include the Statement
of Additional Information incorporated by reference therein and any stickers or
supplements thereto.

This Agreement is to be construed in accordance with the laws of The
Commonwealth of Massachusetts.

Please confirm this Agreement by dating and executing, by your duly
authorized representative, one copy of this Agreement below and return it to us.
Keep the enclosed duplicate copy for your records.

UAM FUND DISTRIBUTORS, INC.

BY:
------------------------------------
(Name of Officer and Title)
<PAGE>

SELECTED DEALER AGREEMENT ACCEPTANCE
------------------------------------

UAM FUND DISTRIBUTORS, INC.

The undersigned hereby confirms its acceptance of, and agreement to the
terms of, the foregoing Selected Dealer Agreement and acknowledges that any
purchase of Fund Shares made during the effectiveness of this Agreement is
subject to all the applicable terms and conditions set forth in this Agreement,
and agrees to pay for the shares at the price and upon the terms and conditions
stated in the Agreement. The undersigned hereby acknowledges receipt of
Prospectuses relating to the Fund Shares and confirms that, in executing this
Selected Dealer Agreement, it has relied on such Prospectuses and not on any
other statement whatsoever, written or oral.

PLEASE SIGN HERE AND COMPLETE BELOW

----------------------------------------
(Full Corporate Name of Broker-Dealer)

By:
-------------------------------------
(Name of Officer and Title)

----------------------------------------
(Broker-Dealer's Tax Identification No,)

----------------------------------------
(Notice Address -- Please include name
of compliance contact)

Date:
-----------------------------------
<PAGE>

APPENDIX A
SCHEDULE OF FEES
SUPPLEMENTAL FEES

Supplemental fees for sales of shares in the Funds set forth below will be
determined quarterly as of the end of each calendar quarter. Supplemental fees
will consist of the following:

(i) Once an account becomes a shareholder of the UAM Funds, a payment at an
annual rate of 20 basis points applied to the average daily net assets
in the account (excluding money market assets which will be paid at an
annual rate of 5 basis points of average daily net assets for such
funds) for that calendar quarter. These payments will be made after the
completion of each calendar quarter, based on the average daily net
assets in the respective accounts. Amounts related to investments for
partial quarters will be pro-rated based on the number of calendar days
that the account is a shareholder during that quarter.

(ii) Balances in a shareholder account exchanged into another shareholder
account or into another Portfolio of the Funds will continue to accrue
and be paid at the applicable rate, but in no event will any such
payment exceed the rate that would have been applicable had such
exchange not occurred.

A-1
<PAGE>

Revised 5/99

Name of Fund
- ------------
Acadian Emerging Markets Portfolio (I)
Analytic Defensive Equity Fund
Analytic Enhanced Equity Fund
Analytic Master Fixed Income Fund
Analytic Short-Term Government Fund
BHM&S Total Return Bond Portfolio (I)
Cambiar Opportunity Portfolio (I)
C&B Balanced Portfolio (I)
C&B Equity Portfolio (I)
C&B Equity Portfolio for Taxable Investors(I)
C&B Mid Cap Equity Portfolio (I)
Chicago Asset Management Intermediate Bond Portfolio (I)
Chicago Asset Management Value/Contrarian Portfolio (I)
Clipper Focus Portfolio (I)
DSI Balanced Portfolio (I)
DSI Disciplined Value Portfolio (I)
DSI Limited Maturity Bond Portfolio (I)
DSI Money Market Portfolio (I)
DSI Small Cap Value Portfolio (I)
FMA Small Company Portfolio (I)
FPA Crescent Portfolio (I)
Hanson Equity Portfolio (I)
Heitman Real Estate Portfolio (I)
ICM Small Company Portfolio (I)
Jacobs International Octagon Portfolio (I)
McKee Domestic Equity Portfolio (I)
McKee International Equity Portfolio (I)
McKee Small Cap Equity Portfolio (I)
McKee U.S. Government Portfolio (I)

A-2
<PAGE>

MJI International Equity Portfolio (I)
NWQ Balanced Portfolio (I)
NWQ Special Equity Portfolio (I)
Pell Rudman Mid-Cap Growth Portfolio (I)
Rice, Hall, James Small Cap Portfolio (I)
Rice, Hall, James Small/Mid Cap Portfolio (I)
SAMI Preferred Stock Income Portfolio (I)
Sirach Bond Portfolio (I)
Sirach Equity Portfolio (I)
Sirach Growth Portfolio (I)
Sirach Special Equity Portfolio (I)
Sirach Strategic Balanced Portfolio (I)
Sterling Partners' Balanced Portfolio (I)
Sterling Partners' Equity Portfolio (I)
Sterling Partners' Small Cap Value Portfolio (I)
TS&W Balanced Portfolio (I)
TS&W Equity Portfolio (I)
TS&W Fixed Income Portfolio (I)
TS&W International Equity Portfolio (I)

A-3
<PAGE>

UAM FUND DISTRIBUTORS, INC.
---------------------------

UAM Fund Distributors, Inc., the distributor of the UAM Funds, Inc. and
UAM Funds Trust (collectively, the "Funds"), is a member of the National
Securities Clearing Corporation ("NSCC") Fund/Serv. Accordingly, transactions in
shares of portfolios of the Funds may be processed through Fund/Serv. If you are
interested in utilizing Fund/Serv, please provide the information requested
below.

Firm Name:
------------------------------------------
Address:
------------------------------------------

------------------------------------------

------------------------------------------
NSCC Dealer #:
----------------------------
NSCC Dealer Alpha Code:
----------------------------
NSCC Clearing #:
----------------------------
Phone Number:
----------------------------
Fax Number:
----------------------------
Mutual Fund Contact:
----------------------------

UAM Fund Distributors, Inc. has also executed and filed with the NSCC
the Investment Company Institute's ("ICI") Standard Networking Agreement.
Provided your firm has also executed and filed such agreement, Networking may be
utilized. If your firm wishes to utilize Networking, please complete the below
acknowledgment. By completing this acknowledgment, you agree that your firm will
participate in Networking under the terms of the ICI Standard Agreement.

Acknowledgment

Firm:
---------------------------

By:
--------------------------------
Name:
Title:
Date:

A-4

<PAGE>

Exhibit F

DISTRIBUTION AGREEMENT

BETWEEN

UAM FUND DISTRIBUTORS, INC.

AND

UAM FUNDS, INC. II

THIS AGREEMENT entered into the 6th day of April, 1999, by and between
UAM FUNDS, INC. II, a Maryland Corporation, with an office located at 211
Congress Street, Boston, Massachusetts 02110 (the "Fund"), and UAM FUND
DISTRIBUTORS, INC., a Massachusetts corporation with its principal office
located at 211 Congress Street, Boston, Massachusetts 02110 (the "Distributor").

W I T N E S S E T H:
--------------------

In consideration of the mutual covenants and agreements of the parties
hereto, the parties intending to be bound, mutually covenant and agree with each
other as follows:

1. The Fund hereby appoints the distributor as agent of the Fund to
effect the sale and public distribution of shares of the capital stock of the
Fund.

2. The Fund shall compensate the distributor for its services rendered
pursuant to the Fund's Rule 12b-1 Distribution Plan as adopted by various
portfolios or classes of the portfolios of the Fund pursuant to Investment
Company Act Rule 12b-1, a copy of which, as presently in force, is attached
hereto.

3. The Distributor shall be the agent for the Fund for the sale of its
shares either through dealers or otherwise and the Fund agrees that it will not
sell any shares to any person except to fill orders for the shares received
through the distributor; provided, however, that the foregoing shall not apply:
(a) to shares issued or sold in connection with the merger or consolidation of
any other investment company with the Fund or the acquisition by purchase or
otherwise of all or substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company by the Fund; (b)
to shares which may be offered by the Fund to its stockholders for reinvestment
of cash distributed from capital gains or net investment income of the Fund; (c)
to shares which may be issued to shareholders of a series of the Fund who
exercise any exchange privilege set forth in a Prospectus of the Fund; (d) to
shares issued to existing stockholders as the result of a stock split; (e) to
shares which the Fund otherwise may issue directly to registered stockholders
pursuant to authority of its Board of Directors; or (f) shares sold in any
jurisdiction in which the Distributor is not registered as a broker-dealer.

4. The Fund hereby authorizes the Distributor to sell its shares in
accordance with the following schedule of prices:
<PAGE>

The applicable price will be the respective public offering price
applicable to each portfolio of the Fund or class of a Portfolio of the
Fund next effective after receipt and acceptance by the Fund of a proper
offer to purchase, determined in accordance with the Articles of
Incorporation, By-Laws, Registration Statement and Prospectus for the
portfolios and classes of portfolios of the Fund.

5. Orders for the purchase of shares placed by the Distributor shall be
subject to the provisions of Rule 2830 of the Conduct Rules of the NASD, the
provisions of which are hereby incorporated by reference.

6. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of various
states and other jurisdictions in which the shares may be offered, at its own
expense, and do such other things and to take such other actions as may be
mutually agreed upon by and between the parties as shall be reasonably necessary
in order to effect the registration and the sale of the Fund's shares. The
Distributor shall cooperate with the Fund in the preparation and filing of
applications for registration and qualification of the shares under applicable
law.

7. With respect to the apportionment of costs between the Fund and the
Distributor of activities with which both are concerned, the following will
apply:

(a) At its own expense, the Fund shall pay all costs incurred in the
preparation and mailing of the Fund's current Prospectuses, Statements of
Additional Information and reports to stockholders.

(b) The Distributor will pay the costs incurred in printing and
mailing copies of Prospectuses to prospective investors.

(c) The Distributor will pay advertising and promotional expenses,
including the costs of literature sent to prospective investors.

(d) The Distributor will pay the costs of any additional copies of
Fund financial and other reports and other Fund literature supplied to the
Distributor by the Fund for sales promotion purposes.

8. Normally, the Fund shall not exercise any direction or control over
the time and place of solicitation, the persons to be solicited, or the manner
of solicitation; but the Distributor agrees that solicitations shall be in a
form acceptable to the Fund and shall be subject to such terms and conditions as
may be prescribed from time to time by the Fund, the Registration Statement, the
Prospectuses, the Articles of Incorporation, and By-Laws of the Fund, and shall
not violate any provision of the laws of the United States or any other
jurisdiction to which solicitations are subject, or violate any rule or
regulation promulgated by any lawfully constituted authority to which the Fund
or Distributor may be subject.

-2-
<PAGE>

9. (a) The Fund appoints and designates the Distributor as agent of the
Fund and the Distributor accepts such appointment as such agent, to repurchase
shares of the Fund in accordance with the provisions of the Articles of
Incorporation and By-Laws of the Fund.

(b) In connection with such redemptions or repurchases the Fund
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price authorized or permitted to be taken or made
in accordance with the Investment Company Act of 1940 and as set forth in the
By-Laws and then current Prospectuses of the Fund.

(c) The authority of the Distributor under this paragraph 9 may,
with the consent of the Fund, be redelegated in whole or in part to another
person or firm.

(d) The authority granted in this paragraph 9 may be suspended by
the Fund at any time or from time to time pursuant to the provisions of its
Articles of Incorporation until further notice to the Distributor. The President
or any Vice President of the Fund shall have the power granted by said
provisions. After any such suspension the authority granted to the Distributor
by this paragraph 9 shall be reinstated only by a written instrument executed by
the Fund's President or any Vice President.

10. The Distributor shall keep and maintain adequate records in respect
of its activities which further the sale of shares. The Distributor is
authorized to direct the disposition of monies payable by the Fund pursuant to
the Fund's Rule 12b-1 Plan and, consequently, the Distributor shall provide to
the Fund's Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.

11. The Distributor agrees that it will not place orders for more
shares than are required to fill the requests received by it as agent of the
Fund and that it will expeditiously transmit all such orders to the Fund.

12. (a) This Agreement shall become effective April 6, 1999 and shall
continue in effect for a period of more than one year from its effective date
only as long as such continuance is approved, at least annually, by a vote of
the Board of Directors of the Fund, and of the Directors who are not "Interested
persons" of the Fund and have no direct or indirect financial interest in the
operation of the Fund's Rule 12b-1 Distribution Plan or in any agreements
related to the Fund's Rule 12b-1 Distribution Plan, cast in person at a meeting
called for the purpose of voting on such Agreement.

(b) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Board of
Directors of the Fund who are not interested persons of the Fund and have no
direct or indirect financial

-3-
<PAGE>

interest in the operation of the Fund's Rule 12b-1 Distribution Plan or in any
agreements related to the Fund's Rule 12b-1 Distribution Plan or by vote of a
majority of the outstanding voting securities of the Fund on not more than sixty
days' written notice to the Distributor. This Agreement shall automatically
terminate in the event of its assignment by the Distributor unless the United
States Securities and Exchange Commission has issued an order exempting the Fund
and the Distributor from the provisions of the Investment Company Act of 1940,
as amended, which would otherwise have effected the termination of this
Agreement.

13. No amendment to this Agreement shall be executed or become
effective unless its terms have been approved in the manner described in
paragraph 12(a) above for approval of this Agreement.

14. The Fund and the Distributor hereby each agree that all literature
and publicity issued by either of them referring directly or indirectly to the
Fund or to the Distributor shall be submitted to and receive the approval of the
Fund and the Distributor before the same may be used by either party.

15. The Distributor agrees to use its best efforts in effecting the
sale and public distribution of the shares of the Fund and to perform its duties
in redeeming the shares of the Fund, but nothing contained in this Agreement
shall make the Distributor or any of its officers and directors or shareholders
liable for any loss sustained by the Fund or the Fund's officers, directors or
shareholders, or by any other person on account of any act done or omitted to be
done by the Distributor under this Agreement; provided, that nothing herein
contained shall protect the Distributor against any liability to the Fund or to
any of its shareholders to which the Distributor would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties as Distributor or by reason of its reckless disregard of its
obligations or duties as Distributor under this Agreement. Nothing in this
Agreement shall protect the Distributor from any liabilities which it may have
under the Securities Act of 1933 or the Investment Company Act of 1940.

16. As used in this Agreement the terms "interested persons,"
"assignment," and "majority of the outstanding voting securities" shall have the
respective meanings specified in the Investment Company Act of 1940 as now in
effect.

17. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, except to the extent such laws are preempted
by the Investment Company Act of 1940.

18. Any notice required to be given hereunder shall be sent via first
class mail to the address of the party as set forth above.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers on the day and year above written.

Attest: UAM FUNDS, INC. II

/s/Michael E. DeFao /s/Gary L. French
- ------------------- -----------------
Gary L. French, Treasurer

Attest: UAM FUND DISTRIBUTORS, INC.

/s/Gary L. French /s/Michael E. DeFao
- ----------------- -------------------
Michael E. DeFao, Vice President and
General Counsel

-5-

<PAGE>

Exhibit G

FUND ADMINISTRATION AGREEMENT
UAM FUNDS, INC. II

AGREEMENT made as of April 6, 1999, by and between UAM Funds, Inc. II,
a corporation organized under the laws of the State of Maryland (the "Fund"),
and UAM Fund Services, Inc., a Delaware corporation (the "Administrator").

W I T N E S S E T H:

WHEREAS, the Fund is registered as a diversified, open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund wishes to retain the Administrator to provide certain
transfer agent, fund accounting and administration services with respect to the
Fund, and the Administrator is willing to furnish or provide for the furnishing
of such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints the Administrator to provide
-----------
transfer agent, fund accounting and fund administration services to the Fund,
subject to the supervision of the Board of Directors of the Fund (the "Board"),
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund presently issues shares of common stock in one or more series each
representing separate interests in a portfolio of investments and cash.
Hereinafter, each such series shall be referred to as a "Portfolio." The term
"Portfolio" as hereinafter used shall be deemed to include not only separate
series of the Fund, but also separate classes of series of the Fund. The Fund
shall notify the Administrator in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that said provisions (including those
relating to the compensation and expenses payable by the Fund and its
Portfolios) may be modified with respect to such new Portfolio in writing by the
Fund and the Administrator at the time of the addition of such new Portfolio.

2. Delivery of Documents. The Fund will upon request furnish the
---------------------
Administrator with copies, properly certified or authenticated, of each of the
following in their most current form:

(a) Resolutions of the Fund's Board authorizing the appointment of
the Administrator to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement;

(b) The Fund's Articles of Incorporation ("Articles");

(d) The Fund's Notification of Registration of Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
<PAGE>

(e) The Fund's Registration Statement, as amended, on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and the 1940 Act, as
filed with the SEC; and

(f) The Fund's most recent Prospectuses and Statements of Additional
Information and supplements thereto (such Prospectuses and Statements of
Additional Information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses").

The Fund will furnish the Administrator from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.

3. Services Provided by the Administrator. The Administrator will
--------------------------------------
provide the following services subject to the control, direction and supervision
of the Board, and in compliance with the objectives, policies and limitations
set forth in the Fund's Registration Statement, Bylaws and applicable laws and
regulations.

(a) General Administration. The Administrator shall manage,
----------------------
administer and conduct the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund as of the
date hereof. The Administrator shall provide the personnel and facilities
necessary to perform such general business activities. A detailed description of
these services is included in Attachment A to this Agreement.

(b) Fund Accounting. The Administrator shall provide the following
---------------
accounting services to the Fund: (i) maintenance of the books and records and
accounting controls for the Fund's assets, including records of all securities
transactions; (ii) calculation of the Portfolios' net asset values in accordance
with the Prospectuses and, if requested by the Fund, transmission of the net
asset values to the NASD for publication of prices; (iii) accounting for
dividends, interest and other income received and distributions made by the
Fund; (iv) preparation and filing of the Fund's state and federal tax returns
and Semi-Annual Reports on Form N-SAR; (v) production of transaction data,
financial reports and such other periodic and special reports as the Board may
reasonably request; (vi) the preparation of financial statements for the
semi-annual and annual reports and other shareholder communications; (vii)
liaison with the Fund's independent auditors; and (viii) monitoring and
administration of arrangements with the Fund's custodian and depository banks. A
complete listing of reports that will be available to the Fund is included in
Attachment B of this Agreement.

(i) Maintain records showing for each Fund shareholder the
following: (A) name, address and tax identifying number; (B) number of shares
held of any Portfolio of the Fund; (C) historical information including
dividends paid and the date and price of all transactions including individual
purchases and redemptions; and (D) any dividend reinvestment order, application,
dividend address and correspondence relating to the current maintenance of the
account.

(ii) Record the issuance of shares of common stock of the Fund
and shall notify the Fund in case any proposed issue of shares by the Fund shall
result in an over-

2
<PAGE>

issue as identified by Section 8-104(2) of the Uniform Commercial Code and in
case any issue would result in such an over-issue, shall refuse to countersign
and issue, and/or credit, said shares. Except as specifically agreed in writing
between the Administrator and the Fund, the Administrator shall have no
obligation when countersigning and issuing and/or crediting shares, to take
cognizance of any other laws relating to the issue and sale of such shares
except insofar as policies and procedures of the Stock Transfer Association
recognize such laws.

(iii) Process all orders for the purchase of shares of the Fund
in accordance with the Fund's current Registration Statement. Upon receipt of
any check or other payment for purchase of shares of the Fund from an investor,
it will: (A) stamp the envelope with the date of receipt; (B) forthwith process
the same for collection; and (C) determine the amounts thereof due the Fund, and
notify the Fund of such determination and deposit, such notification to be given
on a daily basis of the total amounts determined and deposited to the Fund's
custodian bank account during such day. The Administrator shall then credit the
share account of the investor with the number of shares to be purchased
according to the price of the Fund's shares in effect for purchases made on the
date such payment is received by the Administrator, determined as set forth in
the Fund's current Prospectuses, and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions which the Fund may
give to the Administrator with respect to the timing or manner of acceptance of
orders for shares relating to payments so received by it.

(iv) Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or non-certificate
form and shall process redemptions and repurchase requests as follows: (A) if
such certificate or redemption request complies with the applicable standards
approved by the Fund, the Administrator shall on each business day notify the
Fund of the total number of shares presented and covered by such requests
received by the Administrator on such day; (B) on or prior to the seventh
calendar day succeeding any such request for redemption, the Administrator shall
notify the custodian, subject to the instructions from the Fund, to transfer
monies to such account as designated by the Administrator for such payment to
the redeeming shareholder of the applicable redemption or repurchase price; (C)
if any such certificate or request for redemption or repurchase does not comply
with applicable standards, the Administrator shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the relevant Portfolio's price next determined after receipt of
documents complying with said standards or at such other time as the Fund shall
so direct.

(v) Acknowledge all correspondence from shareholders relating
to their share accounts and undertake such other shareholder correspondence as
may from time to time be mutually agreed upon.

(vi) Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current Prospectuses. The
Administrator shall be permitted to act upon the instruction of any person by
telephone to redeem, exchange and/or transfer Fund shares from any account for
which such services have been authorized. The Fund hereby agrees to indemnify
and hold the Administrator harmless against all losses, costs or expenses,
including attorneys' fees and expenses suffered or incurred by the Administrator
directly or indirectly as a result of relying on the telephone instructions of
any person acting on behalf of a shareholder account for which telephone
services have been authorized.

3
<PAGE>

(vii) Transfer on the records of the Fund maintained by it,
shares represented by certificates, as well as issued shares held in
non-certificate form, upon the surrender to it of the certificate or, in the
case of non-certificated shares, comparable transfer documents in proper form
for transfer and, upon cancellation thereof, to countersign and issue new
certificates or other documents of ownership for a like amount of stock and to
deliver the same pursuant to the transfer instructions.

(viii) Supply, at the expense of the Fund, a supply of
continuous form blank stock certificates. Such blank stock certificates shall be
properly signed, manually or by facsimile, as authorized by the Fund, and shall
bear the Fund's corporate seal or facsimile thereof; and notwithstanding the
death, resignation or removal of any officers of the Fund authorized to sign
certificates of stock, the Administrator may, until otherwise directed by the
Fund, continue to countersign certificates which bear the manual or facsimile
signature of such officer.

(ix) Upon the request of a shareholder of the Fund who
requests a certificate representing his shares, countersign and mail by first
class mail a share certificate to the investor at his address as set forth on
the transfer books of the Fund.

(x) In the event that any check or other order for the
payment of money is returned unpaid for any reason, take such steps, including
redepositing said check for collection or returning said check to the investor,
as the Administrator may, at its discretion, deem appropriate and notify the
Fund of such action, unless the Fund instructs otherwise. However, the
Administrator shall not be liable to the Fund for any returned checks or other
order for the payment of money if it follows reasonable procedures with respect
thereto.

(xi) Prepare, file with the Internal Revenue Service, and mail
to shareholders such returns for reporting payment of dividends and
distributions as are required by applicable laws to be so filed and/or mailed,
and the Administrator shall withhold such sums as are required to be withheld
under applicable Federal income tax laws, rules and regulations.

(xii) Mail proxy statements, proxy cards and other materials
and shall receive, examine and tabulate returned proxies. The Administrator
shall make interim reports of the status of such tabulation to the Fund upon
request, and shall certify the final results of the tabulation.

(d) Dividend Disbursing. The Administrator shall act as Dividend
-------------------
Disbursing Agent for the Fund, and, as such, shall prepare and mail checks or
credit income and capital gain payments to shareholders. The Fund shall advise
the Administrator of the declaration of any dividend or distribution and the
record and payable date thereof at least five (5) days prior to the record date.
The Administrator shall, on or before the payment date of any such dividend or
distribution, notify the Fund's custodian of the estimated amount required to
pay any portion of said dividend or distribution which is payable in cash, and
on or before the payment date of such distribution, the Fund shall instruct its
custodian to make available to the Administrator sufficient funds for the cash
amount to be paid out. If a shareholder is entitled to receive additional shares
by virtue of any such distribution or dividend, appropriate credits will be made
to his account and/or certificates delivered where requested. A shareholder not
electing

4
<PAGE>

issuance of certificates will receive a confirmation from the Administrator
indicating the number of shares credited to his account.

(e) Miscellaneous. The Administrator will also:
-------------

(i) Provide office facilities (which may be in the offices of
the Administrator or a corporate affiliate of them, but shall be in such
location as the Fund shall reasonably approve) and the services of a principal
financial officer to be appointed by the Fund;

(ii) Furnish statistical and research data, clerical services
and stationery and office supplies;

(iii) Assist in the monitoring of regulatory and legislative
developments which may affect the Fund and, in response to such developments,
counsel and assist the Fund in routine regulatory examinations or investigations
of the Fund, and work with outside counsel to the Fund in connection with
regulatory matters or litigation.

(iv) In performing its duties: (A) will act in accordance with
the Fund's Articles, Bylaws, Prospectuses and the instructions and directions of
the Board and will conform to, and comply with, except as otherwise provided
herein, the requirements of the 1940 Act and all other applicable federal or
state laws and regulations; and (B) will consult with outside legal counsel to
the Fund, as necessary or appropriate.

(v) Preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under said Act
in connection with the services required to be performed hereunder. The
Administrator further agrees that all such records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
the Fund any of such records upon the Fund's request.

(f) The Administrator may, at its expense and discretion, sub-
contract with any entity or person concerning the provisions of the services
contemplated hereunder. The Administrator will provide prompt notice of such
delegation and provide copies of any such subcontract to the Fund.

4. Fees; Expenses; Expense Reimbursement.
-------------------------------------

(a) For the services rendered for the Fund pursuant to this
Agreement, the Administrator shall be entitled to a fee based on the average net
assets of the Fund determined at the annual rate outlined in Attachment C of
this Agreement and applied to the average daily net assets of the Fund. Such
fees are to be computed daily and paid monthly on the first business day of the
following month. Upon any termination of this Agreement before the end of any
month, the fee for such part of the month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.

(b) For the purpose of determining fees payable to the
Administrator, the value of the Fund's net assets shall be computed as required
by its Prospectuses, generally accepted accounting principles and resolutions of
the Board.

5
<PAGE>

(c) The Administrator will from time to time employ or associate
with such person or persons as may be fit to assist them in the performance of
this Agreement. Such person or persons may be officers and employees who are
employed by both the Administrator and the Fund. The compensation of such person
or persons for such employment shall be paid by the Administrator and no
obligation will be incurred by or on behalf of the Fund in such respect.

(d) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the Fund will
be borne by the Fund or other parties, including taxes, interest, brokerage fees
and commissions, if any, salaries and fees of officers and members of the Board
who are not officers, directors, shareholders or employees of the Administrator,
or the Fund's investment adviser or distributor, SEC fees and state Blue Sky
fees, EDGAR filing fees, processing services and related fees, advisory and
administration fees, charges and expenses of pricing and data services,
independent public accountants and custodians, insurance premiums including
fidelity bond premiums, outside legal expenses, costs of maintenance of
corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms; costs of special telephone and data lines
and devices; trade association dues and expenses; and any extraordinary expenses
and other customary Fund expenses; provided, however, that, except as provided
in any distribution plan adopted by the Fund, the Fund will not bear, directly
or indirectly, the cost of any activity which is primarily intended to result in
the distribution of shares of the Fund. In addition, the Administrator may
utilize one or more independent pricing services, approved from time to time by
the Board, to obtain securities prices in connection with determining the net
asset values of the Fund, and the Fund will reimburse the Administrator for its
share of the cost of such services based upon its actual use of the services for
the benefit of the Fund.

5. Proprietary and Confidential Information. The Administrator agrees
----------------------------------------
on behalf of itself and its employees to treat confidentially and as
proprietary, information of the Fund, all records and other information relative
to the Fund's prior, present or potential shareholders, and not to use such
records and information for any purpose other than performance of their
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Administrator may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund. Waivers of confidentiality are automatically effective without
further action by the Administrator with respect to Internal Revenue levies,
subpoenas and similar actions, or with respect to any request by the Fund.

6. Duties, Responsibilities and Limitation of Liability.
----------------------------------------------------

(a) In the performance of its duties hereunder, the Administrator
shall be obligated to exercise due care and diligence and to act in good faith
in performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents, legal counsel and other
service

6
<PAGE>

providers which communications the Administrator reasonably believes to be
genuine, valid and authorized.

(b) Subject to the foregoing, the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss or expense suffered
by the Fund, in connection with the matters to which this Agreement relates,
except for a loss or expense resulting from willful misfeasance, bad faith or
gross negligence on the Administrator's part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of the Administrator, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with the Administrator's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
the Administrator even though paid by the Administrator. In no event shall the
Administrator be liable to the Fund or any other party for special or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Administrator has been advised of such loss or
damage and regardless of the form of action.

(c) The Administrator shall not be responsible for, and the Fund
shall indemnify and hold the Administrator harmless from and against, any and
all losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities, except for a loss or expense resulting from willful
misfeasance, bad faith or gross negligence on the Administrator's part in the
performance of its duties or from reckless disregard by the Administrator of its
obligations and duties under this Agreement, arising out of or attributable to:

(i) All actions of the Administrator or its officers,
employers or agents required to be taken pursuant to this Agreement;

(ii) The reliance on or use by the Administrator or its
officers, employers or agents of information, records, or documents which are
received by the Administrator or its officers, employers or agents and furnished
to it or them by or on behalf of the Fund, and which have been prepared or
maintained by the Fund or its officers, employees or agents;

(iii) The Fund's refusal or failure to comply with the terms of
this Agreement or the Fund's lack of good faith, or its actions, or lack
thereof, involving gross negligence or willful misfeasance;

(iv) The taping or other form of recording of telephone
conversations or other forms of electronic communications with other agents of
the Fund, its investors and shareholders, or reliance by the Administrator on
telephone or other electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or other electronic
services have been authorized; and

(v) The offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state resulting

7
<PAGE>

from activities, actions, or omissions by the Fund or its officers, employees,
or agents prior to the effective date of this Agreement.

(d) The Administrator shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, reasonable
attorneys' fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the terms
of this Agreement; the Administrator's breach of any representation or warranty
made by it herein; or the Administrator's lack of good faith, or acts involving
gross negligence, willful misfeasance or reckless disregard of its duties
hereunder.

7. Term. The Administrator will start the provision of the services
----
contemplated by this Agreement on the date first hereinabove written or whenever
the current service provider ceases to provide its services and the operative
terms of the Agreement will continue through April 15, 1999, unless sooner
terminated as provided herein. Thereafter, unless sooner terminated as provided
herein, this Agreement shall continue in effect from year to year provided such
continuance is specifically approved at least annually by the Board. This
Agreement is terminable, without penalty, by the Board or by the Administrator,
on not less than ninety (90) days' written notice. Except as provided in Section
8 hereof, this Agreement shall automatically terminate upon its assignment by
the Administrator without the prior written consent of the Fund. Upon
termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of termination or the date that the provision of services ceases,
whichever is later.

8. Non-Assignability. This Agreement shall not be assigned by any of
-----------------
the parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as it deems necessary or appropriate, enter into subcontracts,
agreements and understandings with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the
Administrator from its obligations hereunder or the delegation of its duties to
another third party.

9. Force Majeure. The Administrator shall not be responsible or liable
-------------
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, civil or military authority or governmental actions, nor shall any such
failure or delay give the Fund the right to terminate this Agreement, unless
such failure or delay shall result in the Fund's inability to comply with the
requirements of state and federal law.

10. Use of Name. The Fund and the Administrator agree not to use the
-----------
other's name nor the names of such other's affiliates, designees or assignees in
any prospectus, sales literature or other printed material written in a manner
not previously expressly approved in writing by the other or such other's
affiliates, designees or assignees except where required by the SEC or any state
agency responsible for securities regulation.

11. Notice. Any notice required or permitted hereunder shall be in
------
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):

8
<PAGE>

If to the administrator
or the Fund: UAM Funds, Inc. II
c/o UAM Fund Services, Inc.
211 Congress Street - 4th floor
Boston, MA 02110
Attn: Gary L. French, President

With a copy to: Drinker, Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Attn: Audrey C. Talley, Esq.

Notice shall be effective upon receipt if by mail, on the date
of personal delivery (by private messenger, courier service or otherwise) or
upon confirmed receipt of telex or facsimile, whichever occurs first.

12. Waiver. The failure of a party to insist upon strict adherence to
------
any term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

13. Severability. If any provision of this Agreement is invalid or
------------
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.

14. Successor and Assigns. The covenants and conditions herein contained
---------------------
shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.

15. Governing Law. This Agreement shall be governed by Massachusetts law
-------------
including its choice of law provisions.

16. Amendments. This Agreement may be modified or amended from time to
----------
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.

9
<PAGE>

UAM FUNDS, INC. II

By: /s/ Gary L. French
---------------------
Gary L. French
Treasurer

UAM FUND SERVICES, INC.

By: /s/Michael E. DeFao
---------------------
Michael E. DeFao
Vice President & General Counsel

10
<PAGE>

Attachment A

Fund Administration Services

Compliance
- ----------

Prepare and update compliance manuals and procedures.

Assist in the training of portfolio managers, management and Fund accountants
concerning compliance manuals and procedures.

Monitor each Portfolio's compliance with investment restrictions (i.e. issuer or
industry diversification, etc.) listed in the current Prospectuses and Statement
of Additional Information. (Frequency - Daily)

Monitor each Portfolio's compliance with the requirements of the Internal
Revenue Code (the "Code") Section 851 for qualification as regulated investment
companies. (Frequency - Monthly)

Calculate and recommend dividend and capital gain distributions in accordance
with distribution policies detailed in the Prospectuses. (Frequency - Determined
by Prospectus)

Prepare year-end dividend and capital gain distributions to establish Fund's
status as RIC under Section 4982 of the Code regarding minimum distribution
requirements. File Federal Excise Tax Return (Form 8613). (Frequency - Annually)

Mail quarterly requests for "Securities Transaction Reports" to the Fund's
Trustees/Directors and Officers and "access persons" under the terms of the
Fund's Code of Ethics and SEC regulations.

Monitor investment manager's compliance with Board directives such as "Approved
Issuers Listings for Repurchase Agreements" and provisions of Rule 2a-7 for
money market funds. (Frequency - Daily)

Review investments involving interests in any broker, dealer, underwriter or
investment adviser to ensure continued compliance with Section 12(d)(3) of the
1940 Act. (Frequency - Quarterly)

Monitor the Fund's brokerage allocation and prepare quarterly brokerage
allocation reports for Board meetings (consistent with reporting from the
current service provider).

A-1
<PAGE>

Reporting
- ---------

Prepare agreed upon management reports and Board materials such as unaudited
financial statements, distribution summaries and deviations of mark-to-market
valuation and the amortized cost for money market funds.

Report Fund performance to outside services as directed by Fund management.

Prepare and file Fund's Semi-Annual Reports on Form N-SAR with the SEC.

Prepare and file Portfolio Federal tax returns along with all state and local
tax returns and State Expense Limitation returns, where applicable.

Prepare and coordinate printing of Fund's Semi-Annual and Annual Reports to
shareholders.

File copies of every report to shareholders with the SEC under Rule 30b2-1.

Notify shareholders as to what portion, if any, of the distributions made by the
Fund during the prior fiscal year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.

Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees/Directors) to whom the Fund paid more than $600 during the year.

Administration
- --------------

Serve as officers of the Fund and attend Fund Board meetings.

Prepare Fund portfolio expense projections, establish accruals and review on a
periodic basis.

Expenses based on a percentage of Fund's average daily net assets (advisory and
administrative fees).

Expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).

For new Portfolios, obtain Employer Identification Number and CUSIP number.

Estimate organization (offering) costs and monitor against actual disbursements.

Provide financial information for Fund proxies and Prospectuses (Expense Table).

Coordinate all communications and data collection with regards to any regulatory
examinations and yearly audit by independent accountants.

Act as liaison to investment advisors concerning new products.

A-2
<PAGE>

Legal Affairs
- -------------

Prepare and update documents, such as Articles of Incorporation/Declaration of
Trust, foreign corporation qualification filings, Bylaws and stock certificates.

Update and file post-effective amendments to the Fund's registration statement
on Form N-1A and prepare supplements as needed.

Prepare and file Rule 24f-2 Notice.

Prepare proxy materials and administer shareholder meetings.

Review contracts between the Fund and its service providers (must be sensitive
to conflict of interest situations).

Research technical issues and questions arising out of a Fund's special status
under the tax and securities laws and monitor legal trends, developments and
changes.

Apprise and train management and staff with respect to important legal issues.

Prepare and maintain all state registrations and exemptions of the Fund's
securities including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and final
prospectus and statement of additional information, and increasing registered
amounts of securities in individual states.

Review and monitor fidelity bond and errors and omissions insurance coverage and
make any related regulatory filings.

Prepare agenda and Board materials, including materials relating to contract
renewals, for all Board meetings.

Maintain minutes of Board and shareholder meetings.

Act as liaison with Fund's distributor and outside Fund counsel:

Coordinate and monitor the work of outside counsel.

Respond to questions from the investment advisors concerning legal
questions relating to investments.

A-3
<PAGE>

Monthly Fund Accounting Reports
- -------------------------------

Attachment B

Domestic Fund Accounting Daily Reports
- --------------------------------------

A) General Ledger Reports

1. Trial Balance Report
2. General Ledger Activity Report

B) Portfolio Reports

1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report

C) Pricing Reports

1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report

D) Accounts Receivable/Payable Reports

1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report

E) Other

1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal

B-1
<PAGE>

International Fund Accounting Daily Reports
- -------------------------------------------

A) General Ledger

1. Trial Balance Report
2. General Ledger Activity Report

B) Portfolio Reports

1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal

C) Currency Reports

1. Currency Purchase/Sales Journal
2. Currency Valuation Report

D) Pricing Reports

1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report

E) Accounts Receivable/Payable Reports

1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax

F) Other

1. Exchange Rate Report

B-2
<PAGE>

Monthly Fund Accounting Reports
- -------------------------------

A) Standard Reports

1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet

B) International Reports

1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report

B-3
<PAGE>

Attachment C

Fee Schedule to the Fund Administration Agreement

For its services, the Fund pays a five-part fee to the Administrator as follows:

1. An annual base fee calculated at the annual rate of:

A. $14,500 for the first operational class of each portfolio; plus

B. $ 3,000 for each additional operational class of each portfolio

2. A portfolio specific fee calculated from the aggregate net assets of the
portfolios at the annual rates set forth on the attached Exhibit 1.

3. An annual base fee that the Administrator pays to SEI Fund Resources
pursuant to a Mutual Funds Service Agreement calculated at the annual rate
of:

A. $35,000 for the first operational class of each portfolio; plus

B. $5,000 for each additional operational class of each portfolio; plus

C. 0.03% of their pro rata share of the combined assets of the Fund.

4. An annual base fee according to Exhibit B that the Administrator pays to
DST Systems, Inc., the Fund's sub-transfer agent, pursuant to an Agency
Agreement.

5. An annual base fee that the Administrator pays to UAM Shareholder Services
Center, Inc. pursuant to a Sub-Shareholder Servicing Agreement at the
annual rate of:

A. $7,500 for the first operational class of each portfolio; plus

B. $2,500 for each additional class of each portfolio; plus

C. $30 per account.

These fees do not include out-of-pocket expenses, which under this Agreement
will be billed separately.

C-1
<PAGE>

EXHIBIT 1

PORTFOLIO % OF AVERAGE NET ASSETS
--------- -----------------------
Analytic Enhanced Equity Fund 0.04%
Analytic Defensive Equity Fund 0.06%
Analytic Master Fixed Income Fund 0.04%
Analytic Short-Term Government Fund 0.04%

Exhibit-1

<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

. SUB-FUND ADMINISTRATION SERVICES

. SUB-FUND ACCOUNTING SERVICES

UAM FUNDS, INC. II

April 7, 1999
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

Table of Contents
-----------------

Section/Paragraph Page
- ----------------- ----

1. Appointment........................................................ 1

2. Representations and Warranties..................................... 1

3. Delivery of Documents.............................................. 3

4. Services Provided.................................................. 4

5. Fees; Expenses; Expense Reimbursement.............................. 5

6 Proprietary and Confidential Information........................... 7

7. Duties, Responsibilities and Limitation of Liability............... 8

8. Term............................................................... 10

9. Notices............................................................ 10

10. Assignability...................................................... 11

11. Waiver............................................................. 11

12. Force Majeure...................................................... 12

13. Amendments......................................................... 12

14. Severability....................................................... 12

15. Governing Law...................................................... 12

Signatures.............................................................. 13
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

AGREEMENT made as of April 7, 1999 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and SEI Investments Mutual Funds
Services ("Service Provider"), a Delaware business trust.

W I T N E S S E T H:

WHEREAS, UAM Funds, Inc. II (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its shares
in several investment portfolios (each a "Portfolio," collectively the
"Portfolios") and classes of such Portfolios (each a "Class, collectively the
"Classes");

WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated April 6, 1999
(the "Administration Agreement"); and

WHEREAS, UAMFSI wishes to retain Service Provider to provide certain
fund sub-administration and sub-accounting services with respect to the Fund,
and Service Provider is willing to furnish such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. UAMFSI hereby appoints Service Provider to provide certain
fund sub-administration and sub-accounting services for the Fund, subject to the
supervision of UAMFSI and the Board of Directors of the Fund (the "Board"), for
the period and on the terms set forth in this Agreement. Service Provider
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 5, of and Schedule A, to
this Agreement.

2. REPRESENTATIONS AND WARRANTIES.

(a) Service Provider represents and warrants to UAMFSI that:

1
<PAGE>

(i) Service Provider is a business trust existing under the laws
of the State of Delaware;

(ii) Service Provider is duly qualified to carry on its business
in the Commonwealth of Massachusetts;

(iii) Service Provider is empowered under applicable laws and by
its Declaration of Trust and By-Laws to enter into and perform this Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize Service Provider to enter into and perform this Agreement;

(v) Service Provider has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been instituted
or threatened which would impair Service Provider's ability to perform its
duties and obligations under this Agreement; and

(vii) Service Provider's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of Service Provider or any law or regulation applicable to Service
Provider

(b) UAMFSI represents and warrants to Service Provider that:

(i) UAMFSI is a corporation existing under the laws of the State
of Delaware;

(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;

(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;

(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been instituted
or threatened which would impair UAMFSI's ability to perform its duties and
obligations under this Agreement; and

2
<PAGE>

(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;

(i) the Fund is a Maryland corporation, duly organized and
existing and in good standing under the laws of the State of Maryland;

(ii) the Fund is an investment company properly registered under
the 1940 Act;

(iii) a registration statement for the Fund under the Securities
Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A has been
filed and will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will have been
made and will be current during the term of this Agreement; and

(iv) that outside counsel to the Fund has represented that the
Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading.

3. DELIVERY OF DOCUMENTS. UAMFSI will promptly furnish to Service Provider
such copies, properly certified or authenticated, of contracts, documents and
other related information that Service Provider may reasonably request or
require to properly discharge its duties. Such documents may include but are not
limited to the following:

(a) Resolutions of the Fund's Board authorizing the appointment of
UAMFSI to provide certain fund administration and fund accounting services to
the Fund and approving this Agreement;

(b) UAMFSI's and the Fund's Articles of Incorporation;

(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Service Provider on its
behalf;

3
<PAGE>

(e) The Fund's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");

(f) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;

(g) Copies of the Investment Advisory Agreements between the Fund and
its investment advisers (the "Advisory Agreements");

(h) Opinions of counsel and auditors' reports;

(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and

(j) Such other agreements as the Fund may enter into from time to time
which may be relevant to the performance of Service Provider's duties and
obligations under the terms of this Agreement, including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements.

4. SERVICES PROVIDED

(a) Service Provider will provide the following services subject to the
control, direction and supervision of UAMFSI and the Fund's Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Articles of Incorporation and By-Laws; applicable laws
and regulations; and all resolutions and policies implemented by the Board:

(i) Fund Sub-Administration

(ii) Sub-Accounting

A description of each of the above services is contained in Schedules B and C
respectively, to this Agreement.

(b) Service Provider will also:

(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Service
Provider or a corporate affiliate of Service Provider);

4
<PAGE>

(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by Service Provider with the approval of UAMFSI,
and elected by the Board;

(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;

(iv) furnish equipment and other materials, which Service Provider
believes are necessary or desirable for provision of the services contemplated
herein; and

(v) keep records relating to the services provided hereunder in
such form and manner as set forth in Schedules B and C in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Service Provider agrees that all such records prepared or maintained
by Service Provider relating to the services provided hereunder are the property
of UAMFSI and the Fund and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at UAMFSI's and/or the Fund's expense,
and made available in accordance with such Section and rules. Service Provider
further agrees to surrender promptly to UAMFSI or the Fund upon its request and
cease to retain in its records and files those records and documents created and
maintained by Service Provider pursuant to this Agreement, unless otherwise
required by law. Service Provider will provide a copy of such records to UAMFSI,
upon request, in a mutually agreed upon electronic format.

5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.

(a) As compensation for the services rendered to the Fund and UAMFSI
pursuant to this Agreement, UAMFSI shall pay Service Provider monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.

(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Fund's Board.

5
<PAGE>

(c) Service Provider may, in its sole discretion, from time to time
employ or associate with such person or persons as may be appropriate to assist
Service Provider in the performance of this Agreement. Such person or persons
may be officers and employees who are employed or designated as officers by both
Service Provider and the Fund. The compensation of such person or persons for
such employment shall be paid by Service Provider and no obligation will be
incurred by or on behalf of the Fund or UAMFSI in such respect.

(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Fund or itself. UAMFSI shall submit such
requests in writing together with such specifications and requirements
documentation as may be reasonably required by Service Provider. If Service
Provider elects to provide such services or arrange for their provision, it
shall be entitled to reasonable additional fees and expenses at its customary
rates and charges, or such other fees, if any, mutually agreed to by Service
Provider and UAMFSI.

(e) Service Provider will bear all of its own expenses in connection
with the performance of the services under this Agreement except as otherwise
expressly provided herein. UAMFSI agrees to promptly reimburse Service Provider
for any equipment and supplies specially ordered by or for UAMFSI or the Fund
through Service Provider and for any other expenses not contemplated by this
Agreement that Service Provider may incur on the Fund's and/or UAMFSI's behalf
at the Fund's and/or UAMFSI's request or as consented to by the Fund and/or
UAMFSI, provided that Service Provider will notify the Fund and/or UAMFSI of the
approximate amount of such expenses prior to incurring them. Such other expenses
to be incurred in the operation of the Fund and to be borne by the Fund and/or
UAMFSI, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of Service Provider, or the Fund's
investment advisers or distributor; SEC and state Blue Sky registration and
qualification fees, levies, fines and other charges; EDGAR filing fees,
processing services and related fees; advisory and administration fees; charges
and expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; auditing
expenses; expenses of fund counsel and counsel to the independent trustees;
costs of maintenance of corporate existence; expenses of typesetting and
printing of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund (the Fund's distributor to bear the expense of all
other printing, production, and distribution of prospectuses, statements of

6
<PAGE>

additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses; and any
extraordinary expenses and other customary Fund expenses. In addition, Service
Provider may utilize one or more independent pricing services, approved from
time to time by the Fund's Board, to obtain securities prices and to act as
backup to the primary pricing services, in connection with determining the net
asset values of the Fund, and UAMFSI and/or the Fund will reimburse Service
Provider for the Fund's share of the cost of such services based upon the actual
usage, or a pro-rata estimate of the use, of the services for the benefit of the
Fund.

(f) All fees, out-of-pocket expenses, or additional charges of Service
Provider shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.

Service Provider will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days of receipt shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Service Provider) plus two percent per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by UAMFSI to Service Provider.

In the event that UAMFSI is more than sixty (60) days delinquent in its
payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Service Provider. UAMFSI must notify Service Provider in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being disputed.
The fees set forth in Schedule A may be changed from time to time upon agreement
of the parties.

6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Service Provider agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Service Provider's
responsibilities and duties hereunder. Service Provider may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and UAMFSI

7
<PAGE>

and obtaining approval in writing from the Fund and UAMFSI, which approval shall
not be unreasonably withheld and may not be withheld where Service Provider may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by Service
Provider with respect to Internal Revenue Service levies, subpoenas and similar
actions, or with respect to any request by the Fund or UAMFSI.

7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.

(a) In the performance of its duties hereunder, Service Provider shall
be obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Service Provider shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Service Provider reasonably believes to be genuine, valid and authorized, and
that Service Provider shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund,
as necessary or appropriate.

(b) Service Provider shall not be liable for any error of
judgment or mistake of law or for any loss or expense suffered by the Fund or
UAMFSI, in connection with the matters to which this Agreement relates, except
for a loss or expense solely caused by or resulting from willful misfeasance,
bad faith or gross negligence on Service Provider's part in the performance of
its duties or from reckless disregard by Service Provider of its obligations and
duties under this Agreement. Any person, even though also an officer, director,
partner, employee or agent of Service Provider, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with Service Provider's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
Service Provider even though paid by Service Provider. In no event shall Service
Provider be liable to the Fund, UAMFSI or any other party for special, indirect
or consequential loss or damage of any kind whatsoever (including

8
<PAGE>

but not limited to lost profits), even if Service Provider has been advised of
the likelihood of such loss or damage and regardless of the form of action.

(c) Subject to Paragraph 7 (b) above, Service Provider shall
not be responsible for, and UAMFSI shall indemnify and hold Service Provider
harmless from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to:

(i) all actions of Service Provider or its officers or agents
required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Service Provider or its officers
or agents of information, records, or documents which are received by Service
Provider or its officers or agents and furnished to it or them by or on behalf
of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI
and/or the Fund or any third party on behalf of UAMFSI and/or the Fund;

(iii) UAMFSI's refusal or failure to comply with the terms of this
Agreement or UAMFSI's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of UAMFSI
hereunder;

(v) any delays, inaccuracies, errors in or omissions from data
provided to Service Provider by data and pricing services;

(vi) the reliance on or the carrying out by Service Provider or
its officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI;

(vii) the offer or sale of shares by the Fund in violation of any
requirement under the Federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from activities,
actions, or omissions by the Fund or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Fund prior to the effective date of this Agreement;

9
<PAGE>

(viii) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and

(ix) the actions taken by UAMFSI, its investment advisers, and
its distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply.

8. TERM. This Agreement shall become effective on the date first
hereinabove written and shall continue through September 30, 1999, unless sooner
terminated, as provided herein. Thereafter, unless sooner terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specifically approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to
renegotiation after the initial term. Upon termination of this Agreement, UAMFSI
shall pay to Service Provider such compensation and any out-of-pocket or other
reimbursable expenses which may become due or payable under the terms hereof as
of the date of termination or after the date that the provision of services
ceases, whichever is later.

9. NOTICES. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):

If to UAMFSI:

UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, MA 02110
Attention: Gary L. French, President
Fax: (617) 542-7440

If to Service Provider:

SEI Investment Mutual Funds Services
1 Freedom Valley Drive
Oaks, Pennsylvania 19456
Attn: General Counsel
Fax: (610) 676-1040

10
<PAGE>

Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.

10. ASSIGNABILITY. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party;
provided, however, that Service Provider may in its own discretion and without
limitation or prior consent of the Fund or UAMFSI, whenever and on such terms
and conditions as Service Provider deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of Service Provider; provided, further, that any such
subcontract, agreement or understanding shall not discharge Service Provider or
its affiliates or subsidiaries, as the case may be, from its obligations
hereunder. Similarly, Service Provider or its affiliated subcontractor,
designee, or assignee may at its discretion, without notice to the Fund or
UAMFSI, enter into such subcontracts, agreements and understandings, whenever
and on such terms and conditions as Service Provider or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Service Provider, or its subcontractor, designee, or assignee, as the case may
be, from Service Provider's obligations hereunder. Service Provider or its
affiliated subcontractor, designee, or assignee shall, however, be discharged
from Service Provider's obligations hereunder, if UAMFSI, the Fund or its
sponsor, investment advisers or distributor require Service Provider or its
affiliated subcontractor, designee, or assignee to enter into any subcontract,
agreement or understanding to perform services hereunder with any non-affiliated
third party; and UAMFSI shall indemnify and hold harmless Service Provider and
its affiliated subcontractor, designee, or assignee from and against, any and
all losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to such subcontract,
agreement or understanding.

11. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

11
<PAGE>

12. FORCE MAJEURE. Service Provider shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Fund the right to terminate this Agreement.

13. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. The addition of new portfolios or
new classes of portfolios to the Fund will be deemed self-executing amendments
to this Agreement requiring no further action, subject to the approval of
Service Provider. Such self-executing amendments will be subject to the terms
and conditions of this Agreement, and may in no other way alter the terms and
conditions contained herein, unless done so by mutual written agreement between
the parties.

14. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.

15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF MASSACHUSETS (EXCLUDING ITS CHOICE OF LAW PROVISIONS),
INCLUDING THE DETERMINATION OF WHEN AN "ASSIGNMENT" HAS OCCURRED.

12
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.

UAM FUND SERVICES, INC.

Attest: /s/Martin J. Wolin By: /s/Michael E. DeFao
------------------ -------------------
Name: Martin J. Wolin Name: Michael E. DeFao
------------------ ----------------
Title: VP & General Counsel
--------------------

SEI INVESTMENTS MUTUAL
FUNDS SERVICES

Attest: /s/Laurie Brooks By: /s/Joseph O'Donnell
---------------- -------------------
Name: Laurie Brooks Name: Joseph O'Donnell
------------- ----------------
Title: Vice President
--------------

13
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE A
FEES AND EXPENSES

UAMFSI shall pay the Service Provider as compensation for the services performed
and the facilities and personnel provided by the Service Provider pursuant to
this Agreement, the following fee:

(a) with respect to the combined value of the average daily net assets (the
"Combined Assets") of the Portfolios:

(i) 0.03% (3 basis points) of the Combined Assets with respect to
those assets that are less than or equal to $4 Billion (Four
Billion U.S. Dollars); plus
----

(ii) 0.025% (2.5 basis points) of the Combined Assets with respect
to those assets that are greater than $4 Billion (Four Billion
Dollars) but less than or equal to $8 Billion (Eight Billion
Dollars); plus
----

(iii) 0.02% (2 basis points) of the Combined Assets with respect to
those assets that are in excess of $8 Billion (Eight Billion
Dollars) and

(b) with respect to each Fund that invests primarily in U.S. securities,
$35,000 (Thirty-five thousand dollars) of the average daily net assets
of such Fund; plus

(c) with respect to each Fund that invests primarily in non-U.S.
securities, $45,000 (Forty-five thousand dollars) of the average daily
net assets of such Fund; plus

(d) with respect to each class of shares other than the first class of
shares of each Fund, $5,000 per annum (Five thousand dollars).

All fees are computed daily and paid monthly.

A-1
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE B
GENERAL DESCRIPTION OF FUND SUB-ADMINISTRATION SERVICES

I. Financial and Tax Reporting

A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements and distribution
summaries.

B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.

C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.

D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code") regarding
minimum distribution requirements.

E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along
with all state and local tax returns where applicable. Prepare and
file Federal Excise Tax Return (Form 8613).

F. Prepare and file Fund's Form N-SAR with the SEC.

G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.

H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's during the prior fiscal year were exempt-interest
dividends under Section 852 (b)(5)(A) of the Code.

I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).

J. Prepare and file California State Expense Limitation Report, if
applicable.

K. Provide financial information for Fund proxies and prospectuses
(Expense Table).

B-1
<PAGE>

II. Portfolio Compliance

A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information, although primary responsibility for such compliance
shall remain with the Fund's investment adviser or investment
manager.

B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income, 30% Income - Short Three, Diversification Tests)
although primary responsibility for such compliance shall remain
with the Fund's investment adviser or investment manager.

C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.

D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms
of the Fund's Code of Ethics and SEC regulations.

E. Prepare and update compliance manuals and procedures.

F. Mail, collect and review on a quarterly basis compliance checklists
for each Portfolio.

III. General Administration

A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.

B. Prepare Fund or Portfolio expense projections, establish accruals
and review on a periodic basis, including expenses based on a
percentage of Fund's average daily net assets (advisory and
administrative fees) and expenses based on actual charges annualized
and accrued daily (audit fees, registration fees, directors' fees,
etc.).

C. For new Portfolios, obtain Employer or Taxpayer Identification
Number and CUSIP numbers. Estimate organizational costs and expenses
and monitor against actual disbursements.

D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent
accountants.

B-2

<PAGE>

E. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.

F. Prepare such reports, applications and documents (including reports
regarding the sale and redemption of Fund's shares as may be
required in order to comply with Federal and state securities law)
may be necessary or desirable to register the Fund's shares with
state securities authorities, monitor the sale of the shares of the
Funds for compliance with state securities laws, and file with the
appropriate state securities authorities the registration statements
and reports for the Fund and the Fund's shares and all amendments
thereto, as may be necessary or convenient to register and keep
effective the Fund and the Fund's shares with state securities
authorities to enable the Fund to make a continuous offering of its
shares.

B-3

<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE C
GENERAL DESCRIPTION OF FUND sub-ACCOUNTING SERVICES

I. General Description

Service Provider shall provide the following accounting services to the
Fund:

A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;

B. Calculation of each Portfolio's Net Asset Value in accordance with
the prospectus and once the Portfolio meets eligibility
requirements, transmission to NASDAQ and to such other entities as
directed by the Fund and/or UAMFSI;

C. Accounting for dividends and interest received and distributions
made by the Fund;

D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may
reasonably request;

E. Liaison with the Fund's independent auditors; and

F. A listing of reports that will be available to UAMFSI and the Fund
is included below.

II. Domestic Fund Accounting Daily Reports

A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report

C. Pricing Reports

C-1
<PAGE>

1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report

D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report

E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal

III. International Fund Accounting Daily Reports

A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal

C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report

D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report

E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased

C-2
<PAGE>

3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax

F. Other Reports

1. Exchange Rate Report

IV. Monthly Fund Accounting Reports

A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report

B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report

C-3
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE D
SERVICE QUALITY STANDARDS

UAM Funds, Inc. II and SEI Investments Mutual Funds Services agree that the
attached listing of service quality standards constitute Schedule D of the
Mutual Funds Service Agreement dated April 7, 1999.

D-1
<PAGE>

UAM FUNDS
SERVICE QUALITY STANDARDS

CLIENT RELATIONSHIP MANAGER SERVICE QUALITY STANDARDS
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Goal Standard
---- --------
(100%)

Deliver quality service standards 15th of the month
reporting/monthly reporting

Deliver monthly calendar of events 2 days before month end

Coordinate weekly operations meeting Every week

Deliver minutes to participants on the 2 days after weekly
weekly meeting

Coordinate and track project plan of 2 days after weekly
all open items/issues
meetings

Address any issues/problems followed 3 days after issue
up in writing if agreed
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SUB-ACCOUNTING SERVICE QUALITY STANDARDS
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Goal Standard
---- --------
<S> <C> <C>
Pricing Accuracy* 99%

Reporting NAV to NASDAQ 98%

Reporting NAV to the Transfer Agent (CGFSC) 98%

Cash Availability reported to Adviser by 12:30 pm 98%

Trades recorded on T+1 (cut-off time 2:00 p.m.) 98%
(dependent on Adviser delivery)

Collection of Past Due items (USA only) 30 Days 99%

Weekly custody reconciliation 100%

Monthly cost proof reconciliation 100%

Accuracy of mil rate/dividend rate 98%

Notification of stale prices to Adviser/FSI After 7 days 100%
(5 business - 7
calendar)
</TABLE>

* "Pricing" refers to a price that is published or sent to an Adviser.
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SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
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<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
ADMINISTRATION

Compliance warnings/fails memos
Daily reviews T+4 98%
Monthly/Quarterly reviews 4th business day 100%

Adviser Compliance Checklists
Mailed to Advisers Cal Qtr. End 100%
Contact Advisers of non receipt 16th of following month 100%
Report issues/status to FSI 20th of the following month 100%

Survey Reporting completed and delivered on required due 98%
dates: ICI, Morning Star, Lipper and Value Line

Monthly Financial statements mailed to Clients 3rd business day 100%
Portfolio Acquisition Report
Portfolio Holdings Report

Basic Financial Statements mailed to clients By following month end 90%
Assets and Liabilities
Statement Change of Net Assets
Statement of Operations

Monthly expense cap analysis spreadsheet 8th business day 100%

Payment of Adviser and Administrative Fees 8th business day 100%

Code of Ethics Reporting
Mailings 5 days before cal. Qtr. end 100%
Contact Advisers of non receipt 15th day after cal. Qtr. end 100%
Reporting to FSI 20th day after cal. Qtr. end 100%

Tax and Financial Reporting

Tax returns (1120 RICs) will be prepared 8 1/2 months after 100%
year end

Annual Financial statements will be mailed to shareholders 55th day after year end 100%
</TABLE>
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SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
--------------------------------------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
Semi-Annual Financial statements will be mailed to 55th day after semi annual period 100%
shareholders

N-SAR will be filed with the SEC 60th day after year end 100%

N-SAR will be filed with the SEC 60th day after semi-annual period 100%

BLUE SKY

Written warnings if sales reach 80% of amount registered 2 days after reaching threshold 100%

Over sales in a state
Notification 1 day after over sale 100%
State Filing 1 week after over sale 100%

Renewals with states 2 weeks prior to expiration 100%

New filings 3 weeks after FSI authorization 100%

Notice filing with states 1 week after filing with SEC 100%

Document requests from states 3 days after request 100%
</TABLE>

* Except for 12/31 annual and 6/30 semi-annual (one extra day)