UAM FUNDS INC, 485APOS, 1996-04-12

UAM FUNDS INC
485APOS, 1996-04-12

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEA # 36

As filed with the Securities and Exchange Commission on April 12, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Investment Company Act of 1940 File No. 811-5683
Securities Act File No. 33-25355

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 37 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 39 /X/

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

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
(Exact Name of Registrant as Specified in Charter)

One International Place, Boston, MA 02110
(Address of Principal Executive Office)
Registrant's Telephone Number 1 (617) 330-8900

Karl O. Hartmann, Secretary
c/o Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
--------------

Copy to:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, PA 19103-7098

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

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)
/X/ 75 days after filing pursuant to Paragraph (a)
/ / on (date) pursuant to Paragraph (a) of Rule 485

Registrant has previously elected to and hereby continues its election to
register an indefinite number of shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. Registrant filed its Rule 24f-2
Notice for the fiscal year ended October 31, 1995 on December 22, 1995.

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

<PAGE>

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
CROSS REFERENCE SHEET
FILE NOS. 33-25355/811-5683

PART A OF FORM N-1A LOCATION IN PROSPECTUS

Item 1. Cover Page........................... Cover Page

Item 2. Synopsis............................. Fund Expenses; Estimated Fund
Expenses; Prospectus Summary;
Risk Factors

Item 3. Condensed Financial Information...... Financial Highlights

Item 4. General Description of Registrant.... Risk Factors; Investment
Objective; Investment
Policies; Investment Limitations

Item 5. Management of the Fund............... Investment Adviser;
Administrative Services;
Directors and Officers;
Portfolio Transactions

Item 5A. Management's Discussion
of Fund Performance.................. Included in the Registrant's
Annual Report to Shareholders
dated October 31, 1995

Item 6. Capital Stock and Other Securities... Purchase of Shares; Redemption
of Shares; Buying, Selling and
Exchanging Shares; Valuation
of Shares; Dividends, Capital
Gains Distributions and Taxes;
General Fund Information

Item 7. Purchase of Securities
Being Offered........................ Cover Page; Purchase of
Shares; Buying, Selling and
Exchanging Shares

Item 8. Redemption or Repurchase............. Redemption of Shares; Buying,
Selling and Exchanging Shares

Item 9. Pending Legal Proceedings............ Not Applicable

<PAGE>

PART B OF FORM N-1A LOCATION IN STATEMENT OF
ADDITIONAL INFORMATION

Item 10. Cover Page............................ Cover Page

Item 11. Table of Contents..................... Cover Page

Item 12. General Information and History....... General Information

Item 13. Investment Objective and Policies..... Investment Objective and
Policies; Investment
Limitations

Item 14. Management of the Fund................ Management of the Fund;
Investment Adviser

Item 15. Control Persons and Principal
Holders of Securities................. Management of the Fund

Item 16. Investment Advisory and
Other Services........................ Investment Adviser

Item 17. Brokerage Allocation and
Other Practices....................... Portfolio Transactions

Item 18. Capital Stock and Other
Securities............................ General Information

Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........... Purchase of Shares; Redemption
of Shares

Item 20. Tax Status............................ General Information

Item 21. Underwriters.......................... Not Applicable

Item 22. Calculation of Performance Data....... Performance Calculations

Item 23. Financial Statements.................. Financial Statements

PART C

Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.

<PAGE>

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)

POST-EFFECTIVE AMENDMENT NO. 37

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 37:

- Sirach Portfolios Institutional Class Shares
- Sirach Strategic Balanced, Growth, Special Equity and Equity
Portfolios Institutional Service Class Shares

The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 36 filed on February 29, 1996:

- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares
- DSI Disciplined Value Portfolio Institutional Service Class Shares
- Enhanced Monthly Income Portfolio Institutional Class Shares
- FMA Small Company Portfolio Institutional Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional Class Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Service Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
- SAMI Preferred Stock Income Portfolio Institutional Class Shares
- Sterling Portfolios Institutional Class Shares
- Sterling Portfolios Institutional Service Class Shares
- TS&W Portfolios Institutional Class Shares

The following Prospectus is also incorporated herein by reference to
Post-Effective Amendment No. 25 filed on December 23, 1993:

- Cambiar Anticipation Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)

The following Prospectuses are also incorporated herein by reference to
Post-Effective Amendment No. 21 filed on August 30, 1993:

- AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares (This Portfolio and class of shares is not yet
operational.)

- HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)

<PAGE>

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)

POST-EFFECTIVE AMENDMENT NO. 37

PART B

The following Statement of Additional Information included in this
Post-Effective Amendment No. 37:

- Sirach Portfolios Institutional Class Shares and Institutional Service
Class Shares

The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 36 filed on February 29, 1996:

- Acadian Portfolios Institutional Class Shares
- C & B Portfolios Institutional Class Shares
- DSI Portfolios Institutional Class Shares and Institutional Service
Class Shares
- FMA Small Company Portfolio Institutional Class Shares
- ICM Equity and ICM Small Company Portfolios Institutional Class Shares
- ICM Fixed Income Portfolio Institutional Class Shares
- McKee Portfolios Institutional Class Shares
- NWQ Portfolios Institutional Class Shares and Institutional Service
Class Shares
- Rice, Hall, James Small Cap Portfolio Institutional Class Shares
- SAMI Preferred Stock Income and Enhanced Monthly Income Portfolios
Institutional Class Shares
- Sterling Portfolios Institutional Class Shares and Institutional
Service Class Shares
- TS&W Portfolios Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 25 filed on December 23, 1993:

- Cambiar Anticipation Portfolio Institutional Class Shares (This
Portfolio and class of shares is not yet operational.)

The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 21 filed on August 30, 1993:

- AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares (This Portfolio and class of shares is not yet
operational.)

- HJMC Equity Portfolio Institutional Class Shares (This Portfolio and
class of shares is not yet operational.)

<PAGE>

UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MASSACHUSETTS 02208-2798
1-800-638-7983

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SIRACH CAPITAL MANAGEMENT, INC.
SERVES AS INVESTMENT ADVISER TO THE SIRACH PORTFOLIOS
INSTITUTIONAL CLASS SHARES

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

PROSPECTUS - , 1996

INVESTMENT OBJECTIVES

UAM Funds, Inc. (hereinafter defined as "UAM Funds" or the "Fund") is an
open-end, management investment company known as a "mutual fund" and organized
as a Maryland corporation. The Fund consists of multiple series of shares (known
as "Portfolios") each of which has different investment objectives and
investment policies. The Sirach Strategic Balanced, Growth, Special Equity and
Equity Portfolios currently offer two separate classes of shares: Institutional
Class Shares and Institutional Service Class Shares ("Service Class Shares").
The Sirach Fixed Income and Short-Term Reserves Portfolios currently offer only
one class of shares: Institutional Class Shares. The securities offered in this
Prospectus are Institutional Class Shares of six diversified, no-load Portfolios
of the Fund managed by Sirach Capital Management, Inc.

SIRACH STRATEGIC BALANCED PORTFOLIO. The objective of the Sirach Strategic
Balanced Portfolio is to provide long-term growth of capital consistent with
reasonable risk to principal by investing in a diversified portfolio of common
stocks and fixed income securities.

SIRACH GROWTH PORTFOLIO. The objective of the Sirach Growth Portfolio is to
provide long-term capital growth consistent with reasonable risk to principal by
investing primarily in common stocks of companies that offer long-term growth
potential.

SIRACH FIXED INCOME PORTFOLIO. The objective of the Sirach Fixed Income
Portfolio is to provide above-average total return with reasonable risk to
principal by investing primarily in investment grade fixed income securities.

SIRACH SHORT-TERM RESERVES PORTFOLIO. The objective of the Sirach Short-Term
Reserves Portfolio is to provide competitive rates of return consistent with the
maintenance of principal and liquidity by investing primarily in investment
grade fixed income securities with an average weighted maturity of three years
or less.

SIRACH SPECIAL EQUITY PORTFOLIO. The objective of the Sirach Special Equity
Portfolio is to provide maximum long-term growth of capital consistent with
reasonable risk to principal, by investing in small to medium capitalized
companies with particularly attractive financial characteristics.

SIRACH EQUITY PORTFOLIO. The objective of the Sirach Equity Portfolio is to
provide long-term capital growth consistent with reasonable risk to principal by
investing primarily in common stocks of companies that offer long-term growth
potential.

There can be no assurance that any of the Portfolios will meet its stated
objective.

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

ABOUT THIS PROSPECTUS

This Prospectus, which should be retained for future reference, sets forth
concisely information that you should

<PAGE>

know before you invest. A "Statement of Additional Information" containing
additional information about the Fund has been filed with the Securities and
Exchange Commission. Such Statement is dated ____________, 1996 and has been
incorporated by reference into this Prospectus. A copy of the Statement may be
obtained, without charge, by writing to the Fund or by calling the telephone
number shown above.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Sirach Portfolios Institutional Class Shares will incur. However, transaction
fees may be charged if you are a customer of a broker-dealer or other financial
intermediary who has established a shareholder servicing relationship with the
Fund on behalf of their customers. Please see "Purchase of Shares" for further
information.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
Sirach Sirach Sirach Sirach
Strategic Fixed Sirach Short-Term Special Sirach
Balanced Income Growth Reserves Equity Equity
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Institutional Institutional Institutional Institutional Institutional Institutional
Class Shares Class Shares Class Shares Class Shares Class Shares Class Shares
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Sales Load Imposed on Purchases. . . NONE NONE NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends . . . . . . . NONE NONE NONE NONE NONE NONE
Deferred Sales Load. . . . . . . . . NONE NONE NONE NONE NONE NONE
Redemption Fees. . . . . . . . . . . NONE NONE NONE NONE NONE NONE
Exchange Fees. . . . . . . . . . . . NONE NONE NONE NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
Sirach Sirach Sirach Sirach
Strategic Fixed Sirach Short-Term Special Sirach
Balanced Income Growth Reserves Equity Equity
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Institutional Institutional Institutional Institutional Institutional Institutional
Class Shares Class Shares Class Shares Class Shares Class Shares Class Shares
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment Advisory Fees. . . . . . .65% .65% .65% .40% .70% .65%
Administrative Fees . . . . . . . . .13% .45% .12% .27% .12% .13%
12b-1 Fees. . . . . . . . . . . . . NONE NONE NONE NONE NONE NONE
Other Expenses. . . . . . . . . . . .09% .27% .09% .20% .04% .22%
Advisory Fees Waived. . . . . . . . - (.61)% - (.35)% - (.32)%
TOTAL OPERATING EXPENSES (AFTER FEE - ------ - ------ -
WAIVER): .87%* .76%+* .86%* .52%+* .86%* 0.90%
</TABLE>

___________

+ Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Sirach Fixed Income Portfolio Institutional Class Shares for the fiscal
year ended October 31, 1995 would have been 1.37%, and annualized Total
Operating Expenses of the Sirach Short-Term Reserves Portfolio
Institutional Class Shares for the fiscal year ended October 31, 1995 would
have been 0.87%.

* The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating
Expenses of the Sirach Strategic Balanced, Fixed Income, Growth, and
Short-Term Reserves Portfolios Institutional Class Shares would be 0.86%,
0.75%, 0.84%, and 0.50%, respectively, and annualized Total Operating
Expenses of the Sirach Special Equity Portfolio Institutional Class Shares
would not differ significantly.

<PAGE>

The purpose of the above table is to assist the investor in understanding
the various expenses that an investor of the Sirach Portfolios of the Fund will
bear directly or indirectly. With the exception of the Sirach Equity Portfolio,
the expenses and fees for the Sirach Portfolios set forth above are based on
operations during the fiscal year ended October 31, 1995. The expenses and fees
set forth above for the Sirach Equity Portfolio are based on estimates. For
purposes of the calculating the fees set forth above, the table assumes that the
Sirach Equity Portfolio's average daily assets will be $50 million. It is
estimates that without waiving fees and assuming reimbursing expense the Total
Operating Expenses is estimated to be 1.00% of the average net assets.

The following example illustrates the expenses that a shareholder would pay
on a $1,000 investment over various time periods assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. As noted in the
table above, the Portfolios charge no redemption fees of any kind.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Sirach Strategic Balanced Portfolio Institutional Class Shares. . $9 $28 $48 $107
Sirach Fixed Income Portfolio Institutional Class Shares. . . . . $8 $24 $42 $94
Sirach Growth Portfolio Institutional Class Shares. . . . . . . . $9 $27 $48 $106
Sirach Short-Term Reserves Portfolio Institutional Class Shares . $5 $17 $29 $65
Sirach Special Equity Portfolio Institutional Class Shares. . . . $9 $27 $47 $105
Sirach Equity Portfolio Institutional Class Shares. . . . . . . . $9 $29
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.

<PAGE>

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

SIRACH GROWTH PORTFOLIO. The objective of the Sirach Growth Portfolio is
to provide long-term capital growth consistent with reasonable risk to principal
by investing primarily in common stocks of companies that offer long-term growth
potential.

SIRACH SHORT-TERM RESERVES PORTFOLIO. The objective of the Sirach
Short-Term Reserves Portfolio is to provide competitive rates of return
consistent with the maintenance of principal and liquidity by investing
primarily in investment grade fixed income securities with an average weighted
maturity of 3 years or less.

SIRACH SPECIAL EQUITY PORTFOLIO. The objective of the Sirach Special
Equity Portfolio is to provide maximum long-term growth of capital consistent
with reasonable risk to principal, by investing in small to medium capitalized
companies with particularly attractive financial characteristics.

SIRACH EQUITY PORTFOLIO. The objective of the Sirach Equity Portfolio is
to provide long-term capital growth consistent with reasonable risk to principal
by investing primarily in common stocks of companies that offer long-term growth
potential.

INVESTMENT ADVISER

Sirach Capital Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1970, serves as investment adviser to six of the Fund's Sirach
Portfolios. The Adviser presently manages over $5.4 billion in assets for
institutional clients and high net worth individuals. See "INVESTMENT ADVISER."

PURCHASE OF SHARES

Shares of each Portfolio are offered, through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $2,500. The minimum for subsequent investments is
$100. The minimum initial investment for 401(k) plans is $500. Certain
exceptions to the initial or minimum investment amounts may be made by the
officers of the Fund. See "PURCHASE OF SHARES."

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends. In addition, each
Portfolio will distribute any unrealized net capital gains annually.
Distributions will be reinvested in Portfolio shares automatically unless an
investor elects to receive cash distributions. See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES."

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemption
request. The redemption price may be more or less than the purchase price. See
"REDEMPTION OF SHARES."

<PAGE>

ADMINISTRATIVE SERVICES

UAM Fund Services Inc., a wholly-owned subsidiary of UAM Asset Management
Corporation, is responsible for performing and overseeing administration, fund
accounting, dividend disbursing and transfer agency services provided to the
Fund and its Portfolios by third-party service providers. See "ADMINISTRATIVE
SERVICES."

RISK FACTORS

The value of each Portfolio's shares will fluctuate in response to changes
in market and economic conditions, as well as the financial conditions and
prospects of the issuers in which a Portfolio invests. Prospective investors
should consider the following factors. (1) The Sirach Fixed Income and Balanced
Portfolios may invest a portion of their assets in derivatives including futures
contracts and options. (See "FUTURES CONTRACTS AND OPTIONS.") (2) The Sirach
Special Equity Portfolio invests primarily in small and medium capitalization
companies, some of which may be foreign based. (See "INVESTMENT POLICIES" and
"FOREIGN INVESTMENTS.") (3) In general, the Portfolios will not trade for
short-term profits, but when circumstances warrant, investments may be sold
without regard to the length of time held. High rates of portfolio turnover may
result in additional transaction costs and the realization of capital gains.
(See "PORTFOLIO TURNOVER.") (4) In addition, each Portfolio may use various
investment practices that involve special considerations, including investing in
repurchase agreements, when issued, forward delivery and delayed settlement
securities and lending of securities. (See "OTHER INVESTMENT POLICIES.")

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share data and ratios for a share
outstanding throughout each of the respective periods presented of the Sirach
Special Equity, Strategic Balanced, Growth, Fixed Income and Short-Term Reserves
Portfolios' Institutional Class Shares and are part of the Portfolios' Financial
Statements included in the Portfolios' 1995 Annual Report to Shareholders which
are incorporated by reference into the Portfolios' Statement of Additional
Information. The Portfolios' Financial Statements have been examined by Price
Waterhouse LLP whose opinion thereon (which is unqualified) is also incorporated
by reference into the Statement of Additional Information. The following
information should be read in conjunction with the Portfolio's 1995 Annual
Report to Shareholders.

<PAGE>

SIRACH SPECIAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------
OCTOBER 2,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, --------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of $10.00 $9.67 $8.58 $13.90 $15.03 $19.10 $16.10
Period . . . . . . . . . . . . . . . . .
Income From Investment
Operations
Net Investment Income (Loss) 0.02 0.15 0.07 0.05 (0.01) 0.04 0.11
Net Realized & Unrealized Gain (0.35) (1.08) 5.33 1.13 4.68 (0.90) 3.65
(Loss) on Investments. . . . . . . . . .
Total From Investment (0.33) (0.93) 5.40 1.18 4.67 (0.86) 3.76
Operations. . . . . . . . . . . . . . .
Distributions:
Net Investment Income. . . . . . . . . . - (0.16) (0.08) (0.05) (0.01) (0.02) (0.11)
Net Realized Gain on _ _ _ _ (0.59) (2.12) (0.95)
Investments . . . . . . . . . . . . . .
Total Distributions. . . . . . . . . . . _ (0.16) (0.08) (0.05) (0.60) (2.14) (1.06)
Net Asset Value, End of $9.67 $8.58 $13.90 $15.03 $19.10 $16.10 $18.80
Period. . . . . . . . . . . . . . . . .
Total Return . . . . . . . . . . . . . . (3.30)% (9.78)% 63.13% 8.50% 31.81% (4.68)% 25.31%
Ratios and Supplemental Data
Net Assets, End of Period $25,679 $73,098 $255,118 $358,714 $528,078 $513,468 $498,026
(Thousands) . . . . . . . . . . . . . .
Ratio of Expenses to Average Net 1.90%* 0.98% 0.92% 0.90% 0.89% 0.88% 0.85%#
Assets . . . . . . . . . . . . . . . . .
Ratio of Net Investment Income 2.64%* 1.71% 0.61% 0.38% (0.03)% 0.27% 0.64%
(Loss) to Average Net Assets
Portfolio Turnover Rate. . . . . . . . . 7% 108% 85% 122% 102% 107% 137%
</TABLE>

___________

*Annualized.

**Commencement of Operations.

# For the year ended October 31, 1995, the Ratio of Expenses to Average Net
Assets excludes the effect of expense offsets. If expense offsets were
included, the Ratio of Expenses to Average Net Assets would not
significantly differ.

<PAGE>

SIRACH GROWTH PORTFOLIO SIRACH STRATEGIC
----------------------- BALANCED PORTFOLIO
------------------
DECEMBER 1, 1993** TO YEAR ENDED DECEMBER 1, 1993** TO YEAR ENDED
OCTOBER 31, 1994 OCTOBER 31, OCTOBER 31, 1994 OCTOBER 31,
---------------- 1995 ---------------- 1995
---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . $10.00 $9.66 $10.00 $9.35
Income From Investment Operations
Net Investment Income . . . . . . . . . 0.10 0.15 0.27 0.36
Net Realized and Unrealized Gain
(Loss) on Investments . . . . . . . . (0.36) 1.70 (0.69) 1.39
Total From Investment Operations. . . (0.26) 1.85 (0.42) 1.75
Distributions
Net Investment Income . . . . . . . . . (0.08) (0.16) (0.23) (0.35)
Net Asset Value, End of Period . . . . . $9.66 $11.35 $9.35 $10.75
Total Return . . . . . . . . . . . . . . (2.58)% 19.33% (4.19)% 19.10%

Ratios and Supplemental Data
Net Assets, End of Period (Thousands). . $80,944 $114,787 $99,564 $95,834
Ratio of Expenses to Average Net
Assets. . . . . . . . . . . . . . . . . 0.92%* 0.86%# 0.90%* 0.87%#
Ratio of Net Investment Income to
Average Net Assets. . . . . . . . . . . 1.13%* 1.48% 3.05%* 3.49%
Portfolio Turnover Rate. . . . . . . . . 141% 119% 158% 158%
</TABLE>

* Annualized

** Commencement of Operations

SIRACH FIXED INCOME PORTFOLIO SIRACH SHORT-TERM
----------------------------- RESERVED PORTFOLIO
------------------
DECEMBER 1, 1993** TO YEAR ENDED DECEMBER 1, 1993** TO YEAR ENDED
OCTOBER 31, 1994 OCTOBER 31, OCTOBER 31, 1994 OCTOBER 31,
---------------- 1995 ---------------- 1995
---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . $10.00 $9.16 $10.00 $10.03
Income From Investment Operations
Net Investment Income+. . . . . . . . . 0.48 0.58 0.34 0.59
Net Realized and Unrealized Gain
(Loss) on Investments . . . . . . . . (0.91) 0.73 (0.02) (0.02)
Total From Investment Operations. . . (0.43) 1.31 0.32 0.57
Distributions
Net Investment Income . . . . . . . . . (0.41) (0.59) (0.29) (0.58)
Net Asset Value, End of Period . . . . . $9.16 $9.88 $10.03 $10.02
(4.33)%++ 14.75%++ 3.24%++ 5.83%++
Total Return . . . . . . . . . . . . . .

Ratios and Supplemental Data
Net Assets, End of Period (Thousands). . $12,178 $15,439 $21,371 $18,489

8
<PAGE>

Ratio of Expenses to Average Net
Assets+ . . . . . . . . . . . . . . . . 0.75%* 0.76%# 0.50%* 0.52%#
Ratio of Net Investment Income to
Average Net Assets+ . . . . . . . . . . 5.37%* 6.13% 3.53%* 5.34%
Portfolio Turnover Rate. . . . . . . . . 230% 165% 13% 38%
</TABLE>

* Annualized

** Commencement of Operations

+ Net of voluntarily waived fees and expenses assumed by the Adviser of $.08
and $.06, respectively for Sirach Fixed Income Portfolio and $.04 and $.04,
respectively for Sirach Short-Term Reserves Portfolio, for the period ended
October 31, 1994 and the year ended October 31, 1995.

++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.

PERFORMANCE CALCULATIONS

Performance will be calculated separately for Institutional Class and
Service Class Shares. Dividends paid by a Portfolio with respect to
Institutional Class and Service Class Shares, to the extent any dividends are
paid, will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that services fees, distribution charges and
any incremental transfer agency costs relating to Service Class Shares will be
borne exclusively by that class.

The Annual Report to the shareholders of the Sirach Portfolios for the most
recent fiscal year end contains additional performance information that includes
comparisons with appropriate indices. The Annual Report is available without
charge upon request to the Fund by writing to the address or calling the phone
number on the cover of this Prospectus.

INVESTMENT OBJECTIVES

SIRACH STRATEGIC BALANCED PORTFOLIO. The objective of the Sirach Strategic
Balanced Portfolio is to provide long-term capital growth consistent with
reasonable risk to principal by investing in a diversified portfolio of common
stocks of established companies and investment grade fixed income securities.
The proportion of the Portfolio's assets invested in fixed income or common
stocks will vary as market conditions warrant. A typical asset mix for the
Portfolio, however, is expected to be 50% common stocks and 50% fixed income
securities. Cash equivalent investments will be maintained when deemed
appropriate by the Adviser.

SIRACH GROWTH PORTFOLIO. The objective of the Sirach Growth Portfolio is to
provide long-term capital growth consistent with reasonable risk to principal by
investing in common stocks of companies that offer long-term growth potential.

SIRACH FIXED INCOME PORTFOLIO. The objective of the Sirach Fixed Income
Portfolio is to provide above-average total return consistent with reasonable
risk to principal by investing primarily in investment grade fixed income
securities of varying maturities of the U.S. Government and its agencies,
corporate bonds, collateralized mortgage obligations ("CMOs"),

<PAGE>

mortgage-backed securities, and various short term instruments such as
commercial paper, Treasury bills and certificates of deposit. Income return is
expected to be a predominant portion of the Portfolio's total return. Any
capital return on the Portfolio is dependent upon interest rate movements. The
capital return from the Portfolio will vary according to, among other factors,
interest rate changes and the average maturity (duration) of the Portfolio.

SIRACH SPECIAL EQUITY PORTFOLIO. The objective of the Sirach Special Equity
Portfolio is to provide maximum long-term growth of capital consistent with
reasonable risk to principal, by investing in small to medium capitalized growth
companies that have particularly strong financial characteristics as measured by
the Adviser's "ranking system."

SIRACH EQUITY PORTFOLIO. The objective of the Sirach Equity Portfolio is to
provide long-term capital growth consistent with reasonable risk to principal by
investing primarily in commons stocks of companies that offer long-term growth
potential. As described below, growth potential is measured by the Adviser's
"ranking" system.

There can be no assurance that any of the Portfolios will achieve its
stated objective.

INVESTMENT POLICIES

SIRACH STRATEGIC BALANCED PORTFOLIO. The Sirach Strategic Balanced Portfolio is
designed to provide a single vehicle with which to participate in the Adviser's
equity and fixed income strategies, combined with the Adviser's asset allocation
decisions. The Portfolio seeks to achieve its objective by investing in a
combination of stocks, bonds and short-term cash equivalents. A typical asset
mix of the Portfolio is expected to be 50% equities and 50% fixed income
securities. However, depending upon market conditions, the mix may vary, and
cash equivalent investments will be maintained when deemed appropriate by the
Adviser. Under normal conditions, the range of exposure to fixed income
securities is expected to be 25% to 50% of the Portfolio, and the range of
exposure to equity securities is expected to be 35% to 70%. However, at least
25% of the Portfolio's total assets will always be invested in fixed income
senior securities including debt securities and preferred stock.

Equity and fixed income securities are selected using approaches identical
to those for the Sirach Growth Portfolio and the Sirach Fixed Income Portfolio
as set forth below.

SIRACH GROWTH PORTFOLIO. The Sirach Growth Portfolio seeks to achieve its
objective by investing in common stocks of companies that are small, medium and
large growth companies deemed by the Adviser to offer long-term growth
potential. The securities selected will be from a universe of approximately
2,500 companies listed on the New York and American Stock Exchanges and on the
National Association of Securities Dealers Automated Quotations system
("NASDAQ"). The Portfolio may also invest in convertible bonds or convertible
preferred stocks.

The Adviser's security selection process for the Portfolio will focus on
those companies that rank high on the Adviser's proprietary ranking system. The
ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period of
time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength, and cash
reinvestment rates. The Adviser screens a universe of approximately 2,500
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded consensus expectations.

As perceived risks in the marketplace increase, cash reserves can be used
for defensive purposes. Under normal circumstances, it is anticipated that cash
reserves will represent a relatively small percentage of the Portfolio's assets
(less than 20%). For temporary defensive purposes, the Portfolio may reduce its
holdings of equity securities and increase its holdings in short-term
investments.

<PAGE>

The Adviser anticipates that the majority of the investments in the
Portfolio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased, if they pass the selection
process outlined above. The Portfolio may invest up to 20% of its assets in
shares of foreign based companies. In addition, if shares of a foreign company
are purchased, they must be traded in the United States as sponsored American
Depositary Receipts ("ADRs") which are U.S. domestic securities representing
ownership rights in foreign companies. (See "FOREIGN INVESTMENTS" for a more
detailed description of the risks involved.)

SIRACH FIXED INCOME PORTFOLIO. The Sirach Fixed Income Portfolio seeks to
achieve its objective by investing in a diversified mix of investment grade
fixed income securities of varying maturities including securities of the U.S.
Government and its agencies, corporate bonds, mortgage-backed securities,
asset-backed securities, and various short term instruments such as commercial
paper, Treasury bills and certificates of deposit.

Investment grade bonds are generally considered to be those bonds having
one of the four highest grades assigned by Moody's Investors Services, Inc.
("Moody's") (Aaa, Aa, A or Baa ) or Standard and Poor's Corporation ("S&P")
(AAA, AA, A or BBB). Securities rated Baa by Moody's or BBB by S&P may possess
speculative characteristics and may be more sensitive to changes in the economy
and the financial condition of issuers than higher rated bonds. Mortgage-backed
securities in which the Portfolio may invest will either carry a guarantee from
an agency of the U.S. Government or a private issuer of the timely payment of
principal and interest or are sufficiently seasoned to be considered by the
Adviser to be of investment grade quality.

It is the Adviser's intention that the Portfolio's investments will be
limited to the investment grades described above. However, the Adviser reserves
the right to retain securities which are downgraded by one or both of the rating
agencies if, in the Adviser's judgement, the retention of the securities is
warranted. In addition, the Adviser may invest in preferred stocks and
convertible securities. In the case of convertible securities, the conversion
privilege may be exercised, but the common stocks received will be sold.

Credit quality of bonds in such ratings categories can change suddenly and
unexpectedly, and even recently-issued credit ratings may not fully reflect the
actual risks posed by a particular security. For these reasons, it is the
Portfolio's policy not to rely primarily on ratings issued by established credit
rating agencies, but to utilize such ratings in conjunction with the Adviser's
own independent and on-going review of credit quality.

The Adviser expects to actively manage the Portfolio in order to meet its
investment objective. The Adviser attempts to be risk averse believing that
preserving principal in periods of rising interest rates should lead to
above-average returns over the long run. The structure of the Portfolio will be
largely determined by the Adviser's assessment of current economic conditions
and trends, the Federal Reserve Board's management of monetary policy, fiscal
policy, inflation expectations, government and private credit demands and global
conditions. Once these factors have been carefully analyzed, the average
maturity/duration of the Portfolio will be adjusted to reflect the Adviser's
outlook. Under normal market conditions, the weighted average maturity and
duration will range between eight and twelve years and four and six years,
respectively. Over a complete market cycle, the average maturity and duration
will, on average, equal the general market.

Additionally, the Adviser attempts to emphasize relative values within
selected maturity ranges. Interest rate spreads between different quality
ranges, by types of issues and within coupon areas are monitored, and the
Portfolio will be structured to take advantage of relative values within these
areas. Marketability of individual issues and diversification within the
Portfolio will be emphasized. The Portfolio will hold, under most circumstances,
no more than 10% of its assets in any non-governmental issue.

While the Adviser anticipates that the majority of the assets in the
Portfolio will be U.S. dollar-denominated securities, up to 20% of the
Portfolio's assets may consist of obligations of foreign governments, agencies,
or corporations denominated either in U.S. dollars or foreign currencies. The
credit quality standards applied to foreign obligations are the same as those
applied to the selection of U.S.-based securities.

The Portfolio may enter into futures contracts and options on such
contracts for hedging purposes. See "FUTURES CONTRACTS AND OPTIONS" for a more
complete discussion of this policy and a description of special considerations

<PAGE>

and risks associated with investing in futures and options.

SIRACH SHORT-TERM RESERVES PORTFOLIO. The Portfolio seeks to achieve its
objective by investing exclusively in the following short-term investment grade
fixed income securities with an average weighted maturity of 3 years or less:

(1) Short-term corporate debt securities rated BBB or better by S&P or Baa
or better by Moody's;

(2) U.S. Treasury and U.S. Government agency obligations;

(3) Bank obligations, including certificates of deposit and banker's
acceptances;

(4) Commercial paper rated Prime-1 by Moody's or A-1 by S&P; and

(5) Repurchase agreements collateralized by these securities.

SIRACH SPECIAL EQUITY PORTFOLIO. The Portfolio seeks to achieve its objective
by investing primarily in the common stocks of companies with market
capitalizations of $100 million to $2 billion dollars. Securities selected for
the Portfolio will be chosen from the New York Stock Exchange and American Stock
Exchange or from the over the counter markets operated by the National
Association of Securities Dealers.

The security selection process for the Portfolio focuses on those companies
within the market capitalization specified above and that rank above average on
the Adviser's proprietary "ranking system." The "ranking system" consists of
five buying tests that are ranked according to decile. The Adviser believes that
companies with smaller capitalizations that possess a higher "ranking score" are
likely to provide superior rates of return over an extended period of time
relative to the stock market in general. The components of the ranking system
include past earnings per share growth rates, earnings acceleration, prospective
earnings "surprise" probabilities, relative price strength, and cash
reinvestment rates. The Adviser screens a universe of several thousand smaller
to medium capitalized companies to identify potentially attractive securities.
The list of potential investments is narrowed further by the use of traditional
fundamental security analysis. In addition, the Adviser focuses particular
attention on those companies whose earnings momentum are accelerating and/or
whose recent earnings have exceeded the Adviser's expectations.

It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets (less than 20% under normal circumstances.)
For temporary defensive purposes, however, the Portfolio may reduce its holdings
of equity securities and increase, up to 100%, its holdings in short-term
investments.

The Adviser anticipates that the majority of the investments in the
Portfolio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased if they pass the selection
process outlined above. In addition, if shares of a foreign company are
purchased, they must be traded in the United States as American Depositary
Receipts ("ADRs"), which are U.S. domestic securities representing ownership
rights in foreign companies. Under normal circumstances, ADRs will not comprise
more than 20% of the Portfolio's assets. (See "FOREIGN INVESTMENTS" for a more
detailed description of the risks involved.)

SIRACH EQUITY PORTFOLIO. The Portfolio seeks to achieve its objective by
investing primarily in common stocks of companies that are small, medium and
large capitalization growth companies deemed by the Adviser to offer long-term
potential.

The security selection process for the Portfolio will focus on those
companies that rank high on the Adviser's proprietary ranking system. The
ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period of
time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength and cash
reinvestment rates.. The Adviser screens a universe of approximately 2,500
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded

<PAGE>

consensus expectations.

In seeking to fulfill its investment objective, the Portfolio, under normal
circumstances, will invest at least 90% of its assets in equity securities,
consisting primarily of common stock; however, the Portfolio may also invest in
convertible bonds or convertible preferred stocks. The Portfolio may invest a
portion of its assets in shares of foreign based companies. If shares of a
foreign company are purchased, they must be traded in the United States as
sponsored American Depositary Receipts ("ADRs"). (See "FOREIGN INVESTMENTS" for
a more detailed description of the risks involved.)

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

There may be periods when economic or market conditions are such that the
Adviser deems a temporary defensive position to be appropriate. During such
periods, each Portfolio may adopt a temporary defensive posture in which greater
than 35% of its net assets are invested in the following instruments consistent
with each Portfolio's investment policies as set forth above.

(1) Time deposits, certificates of deposit (including marketable variable
rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are
non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits
maturing in more than seven days will not be purchased by a Portfolio,
and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio.

Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. 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).

Each Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased by each
Portfolio;

(2) 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;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa or
better by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct
obligations of the U.S. Treasury, supported by the full faith and
credit pledge of the U.S. Government and differ mainly in interest
rates, maturities and dates of issue;

(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and Federal agencies.
Generally, such securities are evaluated on the creditworthiness of
their issuing agency or guarantor and are not backed by the direct
full faith and credit pledge of the U.S. Government. These include
securities issued by the Federal Home Loan Banks, Federal Land Bank,
Farmers Home Administration, Federal Farm Credit Banks, Federal
Intermediate Credit Bank, Federal National Mortgage Association,
Federal Financing Bank, the Tennessee Valley Authority, and others;
and

(6) Repurchase agreements collateralized by securities listed above.

<PAGE>

The Fund has applied to the Securities and Exchange Commission (the
"Commission") for permission to deposit the daily uninvested cash balances of
the Fund's Portfolios, as well as cash for investment purposes, into one or more
joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
market instruments. By entering into these investments on a joint basis, it is
expected that a Portfolio may earn a higher rate of return on investments
relative to what it could earn individually. While the Fund expects to receive
permission from the Commission, there can be no assurance that the requested
relief will be granted.

REPURCHASE AGREEMENTS

Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities outlined above under "Short-Term Investments." The
Portfolio may acquire repurchase agreements as long as the Fund's Board of
Directors evaluates the creditworthiness of the brokers or dealers with which
each Portfolio will enter into repurchase agreements. In a repurchase agreement,
a Portfolio purchases a security and simultaneously commits to resell that
security at a future date to the seller (a qualified bank or securities dealer)
at an agreed upon price plus an agreed upon market rate of interest (itself
unrelated to the coupon rate or date of maturity of the purchased security). The
seller under a repurchase agreement will be required to maintain the value of
the securities subject to the agreement at not less than (1) the repurchase
price if such securities mature in one year or less, or (2) 101% of the
repurchase price if such securities mature in more than one year. The
Administrator and the Adviser will mark to market daily the value of the
securities purchased, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The Adviser will consider the creditworthiness of a
seller in determining whether a Portfolio should enter into a repurchase
agreement.

In effect, by entering into a repurchase agreement, a Portfolio is lending
its funds to the seller at the agreed upon interest rate, and receiving a
security as collateral for the loan. Such agreements can be entered into for
periods of one day (overnight repo) or for a fixed term (term repo). Repurchase
agreements are a common way to earn interest income on short-term funds.

The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has declined,
a Portfolio may incur a loss upon disposition of them. If the seller of the
agreement becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of a Portfolio and
therefore subject to sale by the trustee in bankruptcy. Finally, it is possible
that a Portfolio may not be able to substantiate its interest in the underlying
securities. While the Fund's management acknowledges these risks, it is expected
that they can be controlled through stringent security selection criteria and
careful monitoring procedures. Credit screens will be established and maintained
for dealers and dealer-banks before portfolio transactions are executed for each
Portfolio.

The Fund has applied to the Commission for permission to pool the daily
uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into repurchase agreements
on a joint basis, it is expected that a Portfolio will incur lower transactions
costs and potentially obtain higher rates of interest on such repurchase
agreements. Each Portfolio's participation in the income from jointly purchased
repurchase agreements will be based on that Portfolio's percentage share in the
total repurchase agreement. While the Fund expects to receive permission from
the Commission, there can be no assurance that the requested relief will be
granted.

<PAGE>

RESTRICTED SECURITIES

Each 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 of Directors, 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 a Portfolio's investment limitations. Each of the
Portfolios may also invest up to 15% of its net assets (except the Sirach
Special Equity Portfolio which may invest up to 10% of its net assets) in
securities that are illiquid by virtue of the absence of a readily available
market or because of legal on contractual restrictions or resale. The prices
realized from the sales of these securities could be more or less than those
originally paid by the Portfolio or less than what may be considered the fair
value of such securities.

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. A Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value, would be committed to loans. By lending its investment
securities, a Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. A Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Commission
thereunder, which currently require that (a) the borrower pledge and maintain
with the Portfolio collateral consisting of cash, an irrevocable letter of
credit issued by a domestic U.S. bank or securities issued or guaranteed by the
United States Government having a value at all times not less than 100% of the
value of the securities loaned, (b) the borrower add to such collateral whenever
the price of the securities loaned rises (i.e., the borrower "marks to the
market" on a daily basis), (c) the loan be made subject to termination by the
Portfolio at any time, and (d) the Portfolio receives reasonable interest on the
loan (which may include the Portfolio investing any cash collateral in interest
bearing short-term investments). As with other extensions of credit there are
risks of delay in recovery or even loss of rights in the securities loaned if
the borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above. All relevant facts
and circumstances, including the creditworthiness of the broker, dealer or
institution, will be considered in making decisions with respect to the lending
of securities, subject to review by the Fund's Board of Directors.

At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and approved
by the investment company's Board of Directors. The Portfolio will continue to
retain any voting rights with respect to the loaned securities. If a material
event occurs affecting an investment on a loan, the loan must be called and the
securities voted.

PORTFOLIO TURNOVER

Generally, the Portfolios will not trade in securities for short-term
profits, but, when circumstances warrant, securities may be sold without regard
to length of time held. It should be understood that the rate of portfolio
turnover will depend upon market and other conditions, and it will not be a
limiting factor when the Adviser believes that portfolio changes are
appropriate. However, it is expected that the annual portfolio turnover rate for
the Sirach Portfolios will not exceed 150%. A rate of turnover of 100% would
occur, for example, if all the securities held by a Portfolio were replaced
within a period of one year. High rates of portfolio turnover necessarily result
in correspondingly heavier brokerage and portfolio trading costs which are paid
by the Portfolios. In addition to Portfolio trading costs, higher rates of
portfolio turnover may result in the realization of capital gains. To the extent
net short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes. See
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more information on
taxation. The Portfolios will not normally engage in short-term trading, but
each reserves the right to do so. The tables set forth in "Financial Highlights"
presents the Sirach Portfolios' historical portfolio turnover ratios.

<PAGE>

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

Each Portfolio may purchase and sell securities on a "when-issued,"
"delayed settlement," or "forward delivery" basis. "When-issued" or "forward
delivery" refers to securities whose terms and indenture are available, and for
which a market exists, but which are not available for immediate delivery.
When-issued or forward delivery transactions may be expected to occur a month or
more before delivery is due. Delayed settlement is a term used to describe
settlement of a securities transaction in the secondary market which will occur
sometime in the future. No payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. It is possible that the market price of the securities at the time
of delivery may be higher or lower than the purchase price. Each Portfolio will
maintain a separate account of cash, U.S. Government securities or other high-
grade debt obligations at least equal to the value of purchase commitments until
payment is made. Typically, no income accrues on securities purchased on a
delayed delivery basis prior to the time delivery of the securities is made
although the Portfolio may earn income on securities it has deposited in a
segregated account.

Each Portfolio may engage in when-issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the transaction.
When a Portfolio engages in when-issued or forward delivery transactions, it
will do so for the purpose of acquiring securities consistent with its
investment objective and policies and not for the purposes of investment
leverage.

INVESTMENT COMPANIES

As permitted by the 1940 Act, each Portfolio reserves the right to invest
up to 10% of its total assets, calculated at the time of investment, in the
securities of other open-end or closed-end investment companies. No more than 5%
of the investing Portfolio's total assets may be invested in the securities of
any one investment company nor may it acquire more than 3% of the voting
securities of any other investment company. The Portfolio will indirectly bear
its proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.

The Fund has received a ruling from the Commission which allows each of
its Portfolios to invest the greater of 5% of its total assets or $2.5 million
in the Fund's DSI Money Market Portfolio for cash management purposes provided
that the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advisory
fee and any other fees earned as a result of the Portfolio's investment in the
DSI Money Market Portfolio. The investing Portfolio will bear expenses of the
DSI Money Market Portfolio on the same basis as all of its other shareholders.

FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the stocks of foreign companies are normally
denominated in foreign currencies, the Portfolio may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to U.S. companies, there may be less publicly available information
about certain foreign companies than about U.S. companies. Securities of some
non-U.S. companies may be less liquid and more volatile than securities of
comparable U.S. companies. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, the
Sirach Fixed Income Portfolio may utilize appropriate futures contracts and
options to a limited extent. Specifically, the Portfolio may invest in bond
futures and options and interest rate futures contracts. For example, in order
to remain fully exposed to the movements of the market,

<PAGE>

while maintaining liquidity to meet potential shareholder redemptions, the
Portfolio may invest a portion of its assets in bond or interest rate futures
contracts. Because futures contracts only require a small initial margin
deposit, the Portfolio would then be able to keep a cash reserve available to
meet potential redemptions, while at the same time being effectively fully
invested. Also, because transaction costs associated with futures and options
may be lower than the costs of investing in bonds directly, it is expected that
the use of index futures and options to facilitate cash flows may reduce the
Portfolio's overall transactions costs. The Portfolio may enter into futures
contracts provided that not more than 5% of the Portfolio's total assets are at
the time of acquisition required as margin deposit to secure obligations under
such contracts. The Portfolio will engage in futures and options transactions
for hedging purposes only.

The primary risks associated with the use of futures and options are
(1)imperfect correlation between the change in market value of the securities
held by the Portfolio and the prices of futures and options relating to the
bonds purchased or sold by the Portfolio; and (2) possible lack of a liquid
secondary market for a futures contract or option and the resulting inability to
close a futures position which could have an adverse impact on the Portfolio's
ability to hedge. In the opinion of the Directors, the risk that the Portfolio
will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions traded
on national exchanges and for which there appears to be a liquid secondary
market.

Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Directors may
change such policies without an affirmative vote of a "majority of the
outstanding voting securities of a Portfolio," as defined in the 1940 Act.

INVESTMENT LIMITATIONS

Each Portfolio has adopted certain limitations designed to reduce its
exposure to risk in specific situations. Some of these limitations are that a
Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the government of the U.S. or any agency or
instrumentality thereof);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) a continuous
operating history of less than 3 years;

(d) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or instruments
issued by U.S. banks when a Portfolio adopts a temporary defensive
position;

(e) make loans except (i) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including repurchase
agreements provided, however, that repurchase agreements maturing in
more than seven days, together with securities which are not readily
marketable, will not exceed 10% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the Rules and Regulations or
interpretations of the Commission thereunder;

(f) (i) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess
of 331/3% (10% for the Sirach Special Equity Portfolio) of the
Portfolio's gross assets valued at the lower of market or cost, and
(ii) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or

<PAGE>

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value.

The investment objectives of the Portfolios are fundamental and with
respect to each Portfolio may be changed only with the approval of the holders
of a majority of the outstanding shares of such Portfolio. Except for
limitations (d), (e) and (f)(i), the Sirach Strategic Balanced, Sirach Growth,
Sirach Fixed Income, Sirach Short-Term Reserves and Sirach Equity Portfolios'
investment limitations and policies described in this Prospectus and in the
Statement of Additional Information are not fundamental and may be changed by
the Fund's Board of Directors upon reasonable notice to investors. The
investment limitations of the Sirach Special Equity Portfolio described here and
in the Statement of Additional Information are fundamental policies and may be
changed only with the approval of the holders of a majority of the outstanding
shares of the Portfolio. If a percentage limitation on investment or utilization
of assets as set forth above is adhered to at the time an investment is made, a
later change in percentage resulting from changes in the value or total cost of
the Portfolios' assets will not be considered a violation of the restriction.

INVESTMENT SUITABILITY

The Sirach Portfolios were designed principally for the investments of
institutional investors. The Sirach Strategic Balanced Portfolio is available
for purchase by individuals and may be suitable for investors who seek long-term
growth of capital consistent with reasonable risk to principal by investing in a
diversified portfolio of common stocks and fixed income securities. The Sirach
Growth Portfolio is available for purchase by individuals and may be suitable
for investors who seek long-term capital growth consistent with reasonable risk
to principal by investing primarily in common stocks of companies that offer
long-term growth potential. The Sirach Fixed Income Portfolio is available for
purchase by individuals and may be suitable for investors who seek above-average
total return with reasonable risk to principal by investing primarily in
investment grade fixed income securities. The Sirach Short-Term Reserves
Portfolio is available for purchase by individuals and may be suitable for
investors who seek competitive rates of return consistent with the maintenance
of principal and liquidity by investing primarily in investment grade fixed
income securities with an average weighted maturity of three years or less. The
Sirach Special Equity Portfolio is available for purchase by individuals and may
be suitable for investors who seek maximum long-term growth of capital
consistent with reasonable risk to principal, by investing in small to medium
capitalized companies with particularly attractive financial characteristics. No
mutual fund can guarantee that its investment objective will be met. The Sirach
Equity Portfolio is available for purchase by individuals and may be suitable
for investors who seek maximum long-term growth of capital consistent with
reasonable risk to principal, by investing in small to large capitalized
companies with attractive long-term growth potential.

PURCHASE OF SHARES

Shares of each Portfolio may be purchased, without sales commission, at the
net asset value per share next determined after an order is received by the Fund
and payment is received by the Custodian. (See "VALUATION OF SHARES.") The
minimum initial investment required is $2,500 except that, for 401(k) plans the
minimum initial investment is $1,000. Certain exceptions may be made from time
to time by the officers of the Fund.

INITIAL INVESTMENTS BY MAIL

An account may be opened by completing and signing an Account Registration
Form, and mailing it, together with a check payable to UAM Funds, Inc., to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

<PAGE>

The carbon copy (manually signed) of the Account Registration Form must be
delivered to:

UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110

Payment for the purchase of shares received by mail will be credited to
your account at the net asset value per share of the Portfolio next determined
after receipt. Such payment need not be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before
acceptance by the Fund.

INITIAL INVESTMENTS BY WIRE

Shares of each Portfolio may also be purchased by wiring Federal Funds to
the Fund's Custodian Bank (see instructions below). In order to insure prompt
crediting of the Federal Funds wire, it is important to follow these steps:

(a) Telephone the Fund's Transfer Agent (toll-free 1-800-638-7983) and
provide the account name, address, telephone number, social security
or taxpayer identification number, the Portfolio selected, the amount
being wired and the name of the bank wiring the funds. (Investors with
existing accounts should also notify the Fund prior to wiring funds.)
An account number will then be provided to you;

(b) Instruct your bank to wire the specified amount to the Fund's
Custodian;

The Bank of New York
New York, NY 10260
ABA #0210-0023-8
DDA Acct. #000-77-081
F/B/O UAM Funds, Inc.
Ref: Portfolio Name _________
Your Account Number _________
Your Account Name _________

(c) A completed Account Registration Form must be forwarded to the Fund
and UAM Fund Distributors, Inc. at the addresses shown thereon as soon
as possible. Federal Funds purchases will be accepted only on a day on
which the New York Stock Exchange and the Custodian Bank are open for
business.

ADDITIONAL INVESTMENTS

You may add to your account at any time (minimum additional investment is
$100) by purchasing shares at net asset value by mailing a check to the
Administrator (payable to "UAM Funds, Inc.") at the above address or by wiring
monies to the Custodian Bank using the instructions outlined above. It is very
important that your account number, account name, and the Portfolio to be
purchased are specified on the check or wire to insure proper crediting to your
account. In order to insure that your wire orders are invested promptly, you are
requested to notify the Fund (toll-free 1-800-638-7983) prior to the wire date.
Mail orders should include, when possible, the "Invest by Mail" stub which
accompanies any Fund confirmation statement.

OTHER PURCHASE INFORMATION

The purchase price of the shares of each Portfolio is the net asset value
next determined after the order and payment is received. (See "VALUATION OF
SHARES.") An order received prior to the 4:00 p.m. close of the New York Stock
Exchange (the "NYSE") will be executed at the price computed on the date of
receipt; an order received after the 4:00 p.m. close of the NYSE will be
executed at the price computed on the next day the NYSE is open.

The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of each Portfolio or reject purchase orders when, in the
judgement of management, such suspension or rejection is in the best interests
of the Fund.

<PAGE>

Purchases of a Portfolio's shares will be made in full and fractional
shares of the Portfolio calculated to three decimal places. In the interest of
economy and convenience, certificates for shares will not be issued except at
the written request of the shareholder. Certificates for fractional shares,
however, will not be issued.

Shares of the Portfolios may be purchased by customers of brokers-dealers
or other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase or
redemption of Portfolio shares by their customers and may charge their customers
transaction or other account fees on the purchase and redemption of Portfolio
shares. Each Service Agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions. Shareholders who are customers
of Service Agents should consult their Service Agent for information regarding
these fees and conditions. Amounts paid to Service Agents may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent, and which would not be imposed if shares of
the Portfolio were purchased directly from the Fund or the Distributor. The
Service Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. A salesperson and any
other person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.

Service Agents may enter confirmed purchase orders on behalf of their
customers. If you buy shares of a Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the NYSE, and
transmit it to the Fund's Transfer Agent prior to the close of the Transfer
Agent's business day and to the Distributor to receive that day's share price.
Proper payment for the order must be received by the Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

IN-KIND PURCHASES

If accepted by the Fund, shares of each Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Portfolio, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "VALUATION OF SHARES" at the time of
the next determination of net asset value after such acceptance. Shares issued
by a Portfolio in exchange for securities will be issued at net asset value
determined as of the same time. All dividends, interest, subscription, or other
rights pertaining to such securities shall become the property of the Portfolio
and must be delivered to the Fund by the investor upon receipt from the issuer.
Securities acquired through an in-kind purchase will be acquired for investment
and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included in the Portfolio and current market quotations are readily available
for such securities; (2) the investor represents and agrees that all securities
offered to be exchanged are liquid securities and not subject to any
restrictions upon their sale by the Portfolio under the Securities Act of 1933,
or otherwise; and (3) the value of any such securities (except U.S. Government
securities) being exchanged together with other securities of the same issuer
owned by the Portfolio will not exceed 5% of the net assets of the Portfolio
immediately after the transaction.

A gain or loss for Federal income tax purposes will be realized by
investors who are subject to Federal taxation upon the exchange depending upon
the cost of the securities or local currency exchanged. Investors interested in
such exchanges should contact the Adviser.

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any
redemption may be more or less than the purchase price of your shares depending
on the market value of the investment securities held by the Portfolio.

<PAGE>

BY MAIL

Each Portfolio will redeem its shares at the net asset value next
determined on the date the request is received in "good order". Your request
should be addressed to:

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

"Good order" means that the request to redeem shares must include the
following documentation:

(a) The stock certificates, if issued;

(b) A letter of instruction or a stock assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are registered;

(d) Other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

Shareholders who are uncertain of requirements for redemption should
contact the UAM Funds Service Center.

SIGNATURE GUARANTEES

To protect your account, the Fund and the Transfer Agent from fraud,
signature guarantees are required for certain redemptions. Signature guarantees
are required for (1) redemptions where the proceeds are to be sent to someone
other than the registered shareowner(s) or the registered address, or (2) share
transfer requests. The purpose of signature guarantees is to verify the identity
of the party who has authorized a redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Transfer Agent. 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.
Signatures guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.

BY TELEPHONE

Provided you have previously established the telephone redemption privilege
by completing an Account Registration Form, you may request a redemption of your
shares by calling the Fund and requesting the redemption proceeds be mailed to
you or wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and they may be liable for any losses if they fail to do so. These
procedures include requiring the investor to provide certain personal
identification at the time an account is opened and prior to effecting each
transaction requested by telephone. In addition, all telephone transaction
requests will be recorded and investors may be required to provide additional
telecopied written instructions of such transaction requests. The Fund or
Transfer Agent may be liable for any losses due to unauthorized or fraudulent
telephone instructions if the Fund or the Transfer Agent does not employ these
procedures. Neither the Fund nor the Transfer Agent will be responsible for any
loss,

<PAGE>

liability, cost or expense for following instructions received by telephone that
it reasonably believes to be genuine.

To change the name of the commercial bank or the account designated to
receive redemption proceeds, a written request must be sent to the Fund at the
address above. Requests to change the bank or account must be signed by each
shareholder and each signature must be guaranteed. You cannot redeem shares by
telephone if you hold stock certificates for these shares. Please contact one of
the Fund's representatives at the Administrator for further details.

FURTHER REDEMPTION INFORMATION

Normally, the Fund will make payment for all shares redeemed under this
procedure within one business day of receipt of the request, but in no event
will payment be made more than seven days after receipt of a redemption request
in good order. The Fund may suspend the right of redemption or postpone the date
at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Institutional Class Shares of each Sirach Portfolio may be exchanged for
Institutional Class Shares of the other Sirach Portfolios. In addition,
Institutional Class Shares of each Sirach Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds which
is comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds - Institutional Class Shares at the end of this Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only available
with respect to Portfolios that are registered for sale in a shareholder's state
of residence.

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You may
obtain a Prospectus for the Portfolio(s) you are interested in by calling the
UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Exchanges may also be subject to limitations as to
amounts or frequency and to other restrictions established by the Board of
Directors to assure that such exchanges do not disadvantage the Fund and its
shareholders. For additional information regarding responsibility for the
authenticity of telephoned instructions, see "REDEMPTION OF SHARES - BY
TELEPHONE" above.

For Federal income tax purposes, an exchange between Funds is a taxable
event, and accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios.
You may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.

TRANSFER OF REGISTRATION

You may transfer the registration of any of your Fund shares to another
person by writing to the UAM Funds at the

<PAGE>

above address. As in the case of redemptions, the written request must be
received in good order before any transfer can be made. (See "REDEMPTION OF
SHARES.")

VALUATION OF SHARES

The net asset value of each Portfolio is determined by dividing the sum of
the total market value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the Portfolio. The net asset
value per share of each Portfolio is determined as of the close of the NYSE on
each day that the NYSE is open for business.

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. 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 not exceeding the current asked
prices nor less than the current bid prices. For valuation purposes, quotations
of foreign securities in a foreign currency are converted to U.S. dollar
equivalents based upon the bid price of such currencies against U.S. dollars
quoted by any major bank or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market. Net asset values include interest on fixed income
securities, which is accrued daily.

In addition, bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. The prices provided by a
pricing service are determined without regard to bid or last sale prices, but
take into account institutional size trading in similar groups of securities and
any developments related to the specific securities. Securities not priced in
this manner are valued at the most recent quoted bid price, or, when stock
exchange valuations are used, at the latest quoted sale price on the day of
valuation. If there is no such reported sale, the latest quoted bid price will
be used. Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost when the Board of Directors determines that amortized
cost reflects fair value. In the event that amortized cost does not approximate
market, market prices as determined above will be used.

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 Directors.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net
investment income to shareholders in the form of quarterly dividends. If any net
capital gains are realized, each Portfolio will normally distribute such gains
with the last dividend for the fiscal year.

Undistributed net investment income is included in a Portfolio's net assets
for the purpose of calculating net asset value per share. Therefore, on the
"ex-dividend" date, the net asset value per share excludes the dividend (i.e.,
is reduced by the per share amount of the dividend). Dividends paid shortly
after the purchase of shares by an investor, although in effect a return of
capital, are taxable to shareholders.

Each Portfolio's dividend and capital gains distributions will be
automatically reinvested in additional shares of the Portfolio unless the Fund
is notified in writing that the shareholder elects to receive distributions in
cash.

FEDERAL TAXES

<PAGE>

Balanced, Sirach Special Equity, Sirach Growth and Sirach Equity Portfolios
will generally qualify for the 70% dividends received deduction for
corporations, but the portion of the dividends so qualified will depend on the
ratio of the aggregate taxable qualifying dividend income received by the
Portfolio from domestic (U.S.) sources to the Portfolio's total taxable income,
exclusive of long-term capital gains.

Whether paid in cash or additional shares of the Portfolio and regardless
of the length of time the shares in the Portfolio have been owned by the
shareholder, distributions from long-term capital gains are taxable to
shareholders as such, but are not eligible for the dividends received deduction.
Shareholders are notified annually by the Fund as to Federal tax status of
dividends and distributions paid by a Portfolio. Such dividends and
distributions may also be subject to state and local taxes.

Redemptions of shares in a Portfolio are taxable events for Federal income
tax purposes. A shareholder may also be subject to state and local taxes on such
redemptions.

Each Portfolio intends to declare and pay dividend and capital gains
distributions so as to avoid imposition of the Federal Excise Tax. To do so,
each Portfolio expects to distribute an amount equal to (1) 98% of its calendar
year ordinary income, (2) 98% of its capital gains net income (the excess of
short and long-term capital gains over short and long-term capital losses) for
the one-year period ending October 31st, and (3) 100% of any undistributed
ordinary or capital gain net income from the prior year. Dividends declared in
December will be deemed to have been paid by the Fund and received by
shareholders on the record date provided that the dividends are paid before
February 1 of the following year.

The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains distributions, and redemptions) paid
to shareholders who have not complied with IRS taxpayer identification
regulations. In order to avoid this withholding requirement, you must certify on
the Account Registration Form or on a separate form supplied by the Fund that
your Social Security or Taxpayer Identification Number provided is correct and
that you are not currently subject to backup withholding, or that you are exempt
from backup withholding.

STATE AND LOCAL TAXES

Shareholders may also be subject to state and local taxes on distributions
from the Fund. Shareholders should consult with their tax advisers with respect
to the tax status of distributions from the Fund in their state and locality.

INVESTMENT ADVISER

Sirach Capital Management, Inc. is a Washington corporation whose
predecessor was formed in 1970 and is located at 3323 One Union Square, Seattle,
Washington 98101. The Adviser is a wholly-owned subsidiary of United Asset
Management Corporation ("UAM") and provides investment management services to
corporations, pension and profit-sharing plans, 401(k) and thrift plans, trusts,
estates and other institutions and individuals. As of the date of this
Prospectus, the Adviser had over $5.4 billion in assets under management. For
further information on Sirach Capital Management, Inc.'s investment services,
please call (206) 624-3800.

The investment professionals of the Adviser who are primarily responsible
for the day-to-day management of the Sirach Portfolios and a description of
their business experience during the past five years are as follows:

SIRACH STRATEGIC BALANCED PORTFOLIO - George B. Kauffman, Stephen J. Romano, and
Robert L. Stephenson, Jr.;

SIRACH GROWTH PORTFOLIO - George B. Kauffman and Harvey G. Bateman;

SIRACH FIXED INCOME PORTFOLIO - Stephen J. Romano and Harvey G. Bateman;

SIRACH SHORT-TERM RESERVES PORTFOLIO - Stephen J. Romano and Harvey G. Bateman;
and

SIRACH SPECIAL EQUITY PORTFOLIO - Harvey G. Bateman and Stefan W. Cobb.

<PAGE>

SIRACH EQUITY PORTFOLIO - Harvey G. Bateman and George B. Kauffman

HARVEY G. BATEMAN, CFA, CIC - Principal. Mr. Bateman joined the Adviser in
1988. He has managed equity funds for the Adviser since 1989. Mr. Bateman
assumed responsibility for managing the Special Equity Portfolio in 1989, the
Fixed Income and Short-Term Reserves Portfolios in 1994, the Growth Portfolio in
1995 and the Equity Portfolio in 1996.

GEORGE B. KAUFFMAN, CFA, CIC - Principal. Mr. Kauffman joined the Adviser
in 1981. He has managed balanced and growth funds for the Adviser since 1981.
Mr. Kauffman assumed responsibility for managing the Strategic Balanced, Growth
Portfolios in 1993 and the Equity Portfolio in 1996.

ROBERT L. STEPHENSON, JR., CFA, CIC - Principal. Mr. Stephenson joined the
Adviser in 1987. He has managed balanced and growth funds for the Adviser since
1987. Mr. Stephenson assumed responsibility for managing the Strategic Balanced
Portfolio in 1993.

STEPHEN J. ROMANO, CFA, CIC - Principal. Mr. Romano joined the Adviser in
1991. Prior to that, he was a Senior Investment Officer at Seattle-First
National Bank where he managed equity and fixed income portfolios for private
banking clients. Mr. Romano has managed fixed income funds for the Adviser since
1991. He assumed responsibility for managing the Fixed Income and Short-Term
Reserves Portfolios in 1993.

STEFAN W. COBB - Principal. Mr. Cobb joined the Adviser in 1994. Prior to
that, he was a Vice President at the investment banking firm of Robertson,
Stephens & Company where he was engaged in institutional sales. Mr. Cobb assumed
the responsibility for managing the Special Equity Portfolio in 1994.

Under Investment Advisory Agreements (the "Agreements") with the Fund,
dated as of September 27, 1989 and October 29, 1993, the Adviser, subject to the
control and supervision of the Fund's Board of Directors and in conformance with
the stated investment objectives and policies of the Sirach Portfolios, manages
the investment and reinvestment of the assets of the Sirach Portfolios. In this
regard, it is the responsibility of the Adviser to manage the Fund's Sirach
Portfolios and to place purchase and sales orders for the Sirach Portfolios.

As compensation for the services rendered by the Adviser under the
Agreements, each Sirach Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rates to
each of the Sirach Portfolio's average daily net assets for the month:

RATE
----
<S> <C>
Sirach Strategic Balanced Portfolio. . . . . . . . . . . . . . . . . 0.65%
Sirach Growth Portfolio. . . . . . . . . . . . . . . . . . . . . . . 0.65%
Sirach Fixed Income Portfolio. . . . . . . . . . . . . . . . . . . . 0.65%
Sirach Short-Term Reserves Portfolio . . . . . . . . . . . . . . . . 0.40%
Sirach Special Equity Portfolio. . . . . . . . . . . . . . . . . . . 0.70%
Sirach Equity Portfolio. . . . . . . . . . . . . . . . . . . . . . . 0.65%
</TABLE>

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise payable
by the Portfolios, if necessary, in order to reduce expense ratios. As of the
date of this Prospectus, the Adviser has agreed to keep the Sirach Fixed Income,
the Sirach Short-Term Reserves and the Sirach Equity Portfolios Institutional
Class Shares from exceeding 0.75%, 0.50% and 0.90% respectively, of average
daily net assets. The Fund will not reimburse the Adviser for any advisory fees
that are waived or Portfolio expenses that the Adviser may bear on behalf of a
Portfolio. In addition, the Adviser may compensate its affiliated companies for
referring investors to the Portfolios. The Distributor, UAM, the Adviser, or any
of their affiliates, may, at its own expense, compensate a Service Agent or
other person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, a Portfolio or any Class of Shares
of a Portfolio. The person making such payments may do so out of its revenues,
its profits or any other source available to it. Such service arrangements, when
in effect, are made generally available to all qualified service providers.

<PAGE>

HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser
relating to the composite of equity accounts of clients of the Adviser. These
accounts have the same investment objective as the Sirach Equity Portfolio, and
were managed using substantially similar, though not in all cases identical
investment strategies and techniques as those contemplated for use by the
Adviser in managing the Sirach Equity Portfolio. See "INVESTMENT OBJECTIVES AND
POLICIES". The Results presented are not intended to predict or suggest the
returns to be experienced by the Sirach Equity Portfolio or the return an
individual investor might achieve by investing in the Sirach Equity Portfolio.
Results may differ because of, among other things, difference in brokerage
commissions, account expenses, including investment advisory fees, the size of
positions taken in relation to account size, diversification of securities,
timing of purchases and sales, availability of cash for new investments and
private character of the accounts compared with the Sirach Equity portfolio and
its shareholders. Investors should be aware that the use of methods of
determining performance different from that used below could result in different
performance data. Investors should not rely on the following performance date.
The performance data shown is that of the Adviser's private accounts and is not
indicative of Sirach Equity Portfolio's future performance.

Total Annualized Return for Various Periods Ended December 31, 1995
(Unaudited)

<TABLE>
<CAPTION>
Institutional S&P
Equity Accounts 500 Index
<S> <C> <C>
One-year period 35.2% 37.5%
Five-year period 18.5% 16.6%
Ten-year period 16.8% 14.8%
Fourteen-year period* 19.9% 16.3%
</TABLE>

*Inception of performance record

1. Sirach Capital Management, Inc. fully adopted the Associate of Investment
Management and Research (AIMR) performance standards effective July 1,
1991. Results prior to April 1, 1989 were equal weighted. The rates of
return were calculated using a quarterly valuation and geometrically
linking of returns, as follows:

The rate of return for each account was the percentage change in the market
value during the quarter, calculated monthly. This included earned income
for the quarter after allowing for the effect of any additions or
withdrawals that might have occurred during the quarter. The formula used
is in accordance with the acceptable methods set forth by AIMR (beginning
July 1, 1991). Market value of each account was the sum of each account's
total assets, including cash, cash equivalents, and securities valued at
current market prices, plus accrued income. To compute the annual rate of
return for each account, Sirach Capital Management first determines the
monthly rates, described above, and then linked the quarterly rates of
return. To compute the rate of return for more than one year, the
quarterly rates of return were linked and then annualized.

2. Equity performance results reflect a blending of 95% of the actual return
from the equity only portion of Sirach Capital Management's Equity
Composite with 5% of the return of the Salomon Brothers 3 Month Treasury
Bill rate. Results are based on the actual performance of an asset
weighted composite of fully discretionary, non-restricted, unleveraged
accounts. The composite totaled $1.519 billion as of 12/31/95.

3. The S&P 500 is an unmanaged index composite of 400 industrial, 40
financial, 40 utilities and 20 transportation stocks, which assumes
reinvestment of dividends and is generally considered representative of
U.S. large capitalization stocks.

ADMINISTRATIVE SERVICES

<PAGE>

MA 02110, is responsible for performing and overseeing administration, fund
accounting, dividend disbursing and transfer agency services provided to the
Fund and its Portfolios. The Fund pays UAM Fund Services, Inc. a monthly
fee for its services which on an annual basis equals: 0.19 of 1% of the
first $200 million of the aggregate net assets of the Fund; 0.11 of 1% of
the next $800 million of the aggregate net assets of the Fund; 0.07 of 1% of
the aggregate net assets in excess of $1 billion but less than $3 billion;
and 0.05 of 1% of the aggregate assets in excess of $3 billion. The fees
are allocated among the Portfolios on the basis of their relative assets and
are subject to a graduated minimum fee schedule per Portfolio of $1,250 per
month upon inception of a Portfolio to $70,000 after two years. If a
separate class of shares is added to a Portfolio, the minimum annual fee
payable to UAM Fund Services, Inc. by that Portfolio may be increased by up
to $20,000. In addition, each Portfolio will be pay to UAM Funds
Services, Inc. a Fund-specific fee of between 0.02% to 0.06% of the aggregate
net assets of a Portfolio. The Directors of the Fund have also approved a
Mutual Fund Service Agreement dated [ ] between UAM Fund Services, Inc.
and Chase Global Fund Services Company, an affiliate of The Chase Manhattan
Bank, N.A. under which Chase Global Fund Services Company provides the Fund
and its Portfolios with certain services, including, but not limited to, fund
accounting, transfer agency, maintenance of Fund records, preparation of
reports, assistance in the preparation of the Fund's registration statement
and general day to day administration of matters related to the Fund's
corporate existence. UAM Fund Services, Inc. pays Chase Global Funds
Services a monthly fee for its services from the fees that UAM Fund
Services, Inc. receives from the Fund under its Fund Administration
Agreement. Chase Global Funds Services Company is located at 73 Tremont
Street, Boston, MA 02108-3913. Effective April 1, 1996, The Chase Manhattan
Corporation, the parent of The Chase Manhattan Bank, N.A. merged with and
into Chemical Banking Corporation, the parent company of Chemical Bank.
Chemical Banking Corporation is the surviving corporation and will continue
its existence under the name "The Chase Manhattan Corporation".

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
the shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent of the Fund, agrees to use its best efforts as sole
distributor of the Fund's shares. The Distributor does not receive any fee or
other compensation under the Agreement with respect to the Sirach Portfolios
Institutional Class Shares offered in this Prospectus. The Agreement continues
in effect so long as such continuance is approved at least annually by the
Fund's Board of Directors, including a majority of those Directors who are not
parties to such Agreement or interested persons of any such party. The Agreement
provides that the Fund will bear the costs of the registration of its shares
with the Commission and various states and the printing of its prospectuses,
statements of additional information and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for each of the Fund's Sirach Portfolios and directs the Adviser to
use its best efforts to obtain the best available price and most favorable
execution with respect to all transactions for the Sirach Portfolios. The
Adviser may, however, consistent with the interests of the Sirach Portfolios,
select brokers on the basis of the research, statistical and pricing services
they provide to the Sirach Portfolios. Information and research received from
such brokers will be in addition to, and not in lieu of, the services required
to be performed by the Adviser under the Investment Advisory Agreements. A
commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Sirach Portfolios and the Adviser's other clients.

It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of shares which may be made
through broker-dealer firms. However, the Adviser may place portfolio orders
with qualified broker-dealers who refer clients to the Adviser.

Some securities considered for investment by each of the Portfolios may
also be appropriate for other clients served by the Adviser. If a purchase or
sale of securities is consistent with the investment policies of a Portfolio and
one or more of these other clients served by the Adviser is considering a
purchase at or about the same time, transactions in such securities will be
allocated among the Portfolio and clients in a manner deemed fair and reasonable
by the Adviser. Although there is no specified formula for allocating such
transactions, the various allocation methods used by the Adviser, and the
results of

<PAGE>

such allocations, are subject to periodic review by the Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as amended,
permit the Directors to issue three billion shares of common stock, with an
$.001 par value. The Directors have the power to designate one or more series
("Portfolios") or classes of shares of common stock and to classify or
reclassify any unissued shares with respect to such Portfolios, without further
action by shareholders. Currently the Fund is offering shares of 30 Portfolios.
The Board of Directors may create additional Portfolios and Classes of shares of
the Fund in the future at its discretion.

The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his name on the books of the Fund. As of
January 31, 1996, the South Alaska Carpenters Defined Contribution Pension Plan,
Anchorage, AK, held of record 43% of the outstanding shares of the Sirach
Short-Term Reserves Portfolio Institutional Class Shares. The persons or
organizations 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) such Portfolio.
As a result, those persons or organizations could have the ability to vote a
majority of the shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio. Both Institutional Class and Institutional
Service Class Shares represent an interest in the same assets of a Portfolio and
are identical in all respects except that the Service Class Shares bear certain
expenses related to shareholder servicing, may bear expenses related to the
distribution of such shares and have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Service Class Shares of the Portfolios, along with the fees and expenses
associated with such shares, is available upon request by contacting the Fund at
1-800-638-7983. Annual meetings will not be held except as required by the 1940
Act and other applicable laws. The Fund has undertaken that its Directors will
call a meeting of shareholders if such a meeting is requested in writing by the
holders of not less than 10% of the outstanding shares of the Fund. To the
extent required by the undertaking, the Fund will assist shareholder
communications in such matters.

CUSTODIAN

The Bank of New York serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP serves as the independent accountants for the Fund and
audits its financial statements annually.

REPORTS

Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address on
the cover of this Prospectus or by calling 1-800-638-7983.

<PAGE>

LITIGATION

The Fund is not involved in any litigation.

<PAGE>

DIRECTORS AND OFFICERS

The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and choose its Officers. The following is a list of the Directors
and Officers of the Fund and a brief statement of their present positions and
principal occupations during the past five years.

MARY RUDIE BARNEBY* Director and Executive Vice President of the Fund;
1133 Avenue of the President of Regis Retirement Plan Services since
Americas 1993; Former President of UAM Fund Distributors,
New York, NY 10036 Inc.; Formerly responsible for Defined Contribution
Plan Services at a division of the Equitable
Companies, Dreyfus Corporation and Merrill Lynch.
JOHN T. BENNETT, JR. Director of the Fund; President of Squam Investment
College Road-RFD 3 Management Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management
Company from 1988 to 1993.
J. EDWARD DAY Director of the Fund; Retired Partner in the
5804 Brookside Drive Washington office of the law firm Squire, Sanders &
Chevy Chase, MD 20815 Dempsey; Director, Medical Mutual Liability Insurance
Society of Maryland; Formerly, Chairman of The
Montgomery County, Maryland, Revenue Authority.
PHILIP D. ENGLISH Director of the Fund; President and Chief Executive
16 West Madison Street Officer of Broventure Company, Inc.; Chairman of the
Baltimore, MD 21201 Board of Chektec Corporation and Cyber Scientific,
Inc.
WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia
4000 Bell Atlantic Tower office of the law firm Dechert Price & Rhoads;
1717 Arch Street Director, Hofler Corp.
Philadelphia, PA 19103
NORTON H. REAMER* Director, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a Director of
Boston, MA 02110 United Asset Management Corporation; Director,
Partner or Trustee of each of the Investment
Companies of the Eaton Vance Group of Mutual Funds.
PETER M. WHITMAN, JR.* Director of the Fund; President and Chief Investment
One Financial Center Officer of Dewey Square Investors Corporation ("DSI")
Boston, MA 02111 since 1988; Director and Chief Executive Officer of
H.T. Investors, Inc., formerly a subsidiary of DSI.
WILLIAM H. PARK* Vice President and Assistant Treasurer of the Fund;
One International Place Executive Vice President and Chief Financial Officer
Boston, MA 02110 of United Asset Management Corporation.
ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund Administration
73 Tremont Street and Compliance of the Administrator since March 1995;
Boston, MA 02108 formerly Senior Manager of Deloitte & Touche LLP from
1985 to 1995.
KARL O. HARTMANN* Secretary of the Fund; Senior Vice President and
73 Tremont Street General Counsel of the Administrator; Senior Vice
Boston, MA 02108 President, Secretary and General Counsel of Leland,
O'Brien, Rubinstein Associates, Inc. from November
1990 to November 1991.
HARVEY M. ROSEN* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President of Administrator.
Boston, MA 02108

_______

* These people are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act.

<PAGE>

UAM FUNDS - INSTITUTIONAL CLASS SHARES

ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio

CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio

COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio

C.S. MCKEE & COMPANY, INC.
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

INVESTMENT RESEARCH COMPANY
IRC Enhanced Index Portfolio

MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio

NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's Equity Portfolio

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

RICE, HALL JAMES & ASSOCIATES
Rice, Hall James Small Cap Portfolio

<PAGE>

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Equity Portfolio

SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio
Enhanced Monthly Income Portfolio

STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

THOMPSON, STEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

<PAGE>

UAM FUNDS

UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798

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

PROSPECTUS
DATED FEBRUARY 29, 1996
Investment Adviser
SIRACH CAPITAL MANAGEMENT, INC.
3323 One Union Square
Seattle, WA 98101
(206) 624-3800

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

Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

TABLE OF CONTENTS

PAGE
----
Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Performance Calculations. . . . . . . . . . . . . . . . . . . . . . . . 9
Investment Objectives . . . . . . . . . . . . . . . . . . . . . . . . . 9
Investment Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Other Investment Policies . . . . . . . . . . . . . . . . . . . . . . . 13
Investment Limitations. . . . . . . . . . . . . . . . . . . . . . . . . 17
Investment Suitability. . . . . . . . . . . . . . . . . . . . . . . . . 18
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . . 22
Valuation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Dividends, Capital Gains Distributions and Taxes. . . . . . . . . . . . 23
Investment Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Administrative Services . . . . . . . . . . . . . . . . . . . . . . . . 26
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 27
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . . 30
UAM Funds - Institutional Class Shares. . . . . . . . . . . . . . . . . 31

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

<PAGE>

UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MASSACHUSETTS 02208-2798
1-800-638-7983

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

SIRACH CAPITAL MANAGEMENT, INC.
SERVES AS INVESTMENT ADVISER TO THE SIRACH PORTFOLIOS
INSTITUTIONAL SERVICE CLASS SHARES

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

PROSPECTUS - , 1996

INVESTMENT OBJECTIVES

UAM Funds, Inc. (herein defined as "UAM Funds" or the "Fund") is an
open-end, management investment company, known as a "mutual fund" and organized
as a Maryland corporation. The Fund consists of multiple series of shares (known
as "Portfolios"), each of which has different investment objectives and
investment policies. The Sirach Strategic Balanced, Growth, Special Equity and
Equity Portfolios currently offer two separate classes of shares: Institutional
Class Shares and Institutional Service Class Shares ("Service Class Shares").
Shares of each class represent equal, pro rata interests in a Portfolio and
accrue dividends in the same manner except that Service Class Shares bear fees
payable by the class (at the rate of .25% per annum) to financial institutions
for services they provide to the owners of such shares. (See "SERVICE AND
DISTRIBUTION PLANS.") The securities offered in this Prospectus are shares of
the Service Class of the four diversified Portfolios of the Fund managed by
Sirach Capital Management, Inc.

There can be no assurance that any of the Portfolios will meet its stated
objective.

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

ABOUT THIS PROSPECTUS

This Prospectus, which should be retained for future reference, sets forth
concisely information that you should know before you invest. A "Statement of
Additional Information" containing additional information about the Fund has
been filed with the Securities and Exchange Commission. Such Statement is dated
, 1996 and has been incorporated by reference into this Prospectus. A
copy of the Statement may be obtained, without charge, by writing to the Fund or
by calling

<PAGE>

the telephone number shown above.

<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a Service Class
shareholder of the Sirach Portfolios will incur. However, transaction fees may
be charged if you are a customer of a broker-dealer or other financial
intermediary who has established a shareholder servicing relationship with the
Fund on behalf of their customers. Please see "Purchase of Shares" for further
information.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SIRACH STRATEGIC SIRACH GROWTH SIRACH SPECIAL SIRACH
BALANCED PORTFOLIO PORTFOLIO SERVICE EQUITY PORTFOLIO EQUITY PORTFOLIO
SERVICE CLASS CLASS SHARES SERVICE CLASS SERVICE CLASS
SHARES ------------ SHARES SHARES
------ ------ ------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases. . . . . . . . . . NONE NONE NONE NONE
Sales Load Imposed on Reinvested Dividends . . . . NONE NONE NONE NONE
Deferred Sales Load. . . . . . . . . . . . . . . . NONE NONE NONE NONE
Redemption Fees. . . . . . . . . . . . . . . . . . NONE NONE NONE NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . NONE NONE NONE NONE
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

SIRACH STRATEGIC SIRACH GROWTH SIRACH SPECIAL SIRACH
BALANCED PORTFOLIO PORTFOLIO EQUITY PORTFOLIO EQUITY PORTFOLIO
SERVICE CLASS SERVICE CLASS SERVICE CLASS SERVICE
SHARES SHARES SHARES CLASS SHARES
------ ------ ------ ------------
<S> <C> <C> <C> <C>
Investment Advisory Fees . . . . . . . . . . . . . 0.65% 0.65% 0.70% 0.65%**
Administrative Fees. . . . . . . . . . . . . . . . 0.13% 0.12% 0.11% 0.13%
12b-1 Fees (Including Shareholder Servicing Fees)+ 0.25% 0.25% 0.25% 0.25%
Other Expenses . . . . . . . . . . . . . . . . . . 0.09% 0.09%* 0.04% 0.22%**
----- ------ -----
Advisory Fees Waived . . . . . . . . . . . . . . . - - - (0.35%)
----- ------ -----
Total Operating Expenses . . . . . . . . . . . . . 1.12%* 1.11%* 1.10% 0.90%**
----- ----- -----
</TABLE>

-----------

** See "SERVICE AND DISTRIBUTION PLANS."

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

* The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating
Expenses of the Sirach Strategic Balanced and Growth Portfolios Service
Class Shares would be 1.11% and 1.09%, respectively, and annualized Total
Operating Expenses of the Sirach Special Equity Portfolio Service Class
Shares would not differ significantly.

** The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise
payable by the Sirach Equity Portfolio, if necessary, in order to reduce
expense ratios. As of the date of this Prospectus, the Adviser has agreed
to keep the Sirach Equity Portfolio Institutional Class Shares from
exceeding 0.90% of its average net assets. The Fund will not reimburse the
Adviser for any advisory fees that are waived or Portfolio expenses that
the Adviser may bear on behalf of the Sirach Equity Portfolio.

+ The Service Class Shares may bear service fees of 0.25%. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by rules of the National Association of
Securities Dealers Inc. (See "SERVICE AND DISTRIBUTIONS PLANS.")

<PAGE>

The purpose of this table is to assist the investor in understanding the
various expenses that an investor in the Service Class Shares of the Sirach
Portfolios of the Fund will bear directly or indirectly. With the exception of
the Sirach Equity Portfolio, the expenses and fees set forth above are based on
the operations of the Sirach Strategic Balanced, Growth and Special Equity
Portfolios Institutional Class Shares during the fiscal year ended October 31,
1995 except that such information has been restated to reflect 12b-1 fees. The
expenses and fees set forth above for the Sirach Equity Portfolio are based on
estimates. For purposes of the calculating the fees set forth above, the table
assumes that the Sirach Equity Portfolio's average daily assets will be $50
million. It is estimates that without waiving fees and assuming expense the
Total Operating Expenses is estimated to be 1.25% of the average net assets.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Sirach Strategic Balanced Portfolio Service Class Shares . . $11 $36 $62 $136
Sirach Growth Portfolio Service Class Shares . . . . . . . . $19 $28 $48 $107
Sirach Special Equity Portfolio Service Class Shares . . . . $11 $35 $61 $134
Sirach Equity Portfolio Service Class Shares . . . . . . . . [$11] [$37]
----- -----
----- -----
</TABLE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.

NOTE TO EXPENSE TABLE

The information set forth in the table and example above relates only to
Service Class Shares which are subject to different total fees and expenses than
Institutional Class Shares. Service Agents may charge other fees to their
customers who are beneficial owners of Service Class Shares in connection with
their customer accounts. (See "SERVICE AND DISTRIBUTION PLANS.")

<PAGE>

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT ADVISER

Sirach Capital Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1970, serves as investment adviser to ^six of the Fund's Sirach
Portfolios. The Adviser presently manages over $5.4 billion in funds for
institutional clients and high net worth individuals. See "INVESTMENT ADVISER."

PURCHASE OF SHARES

Shares of each Portfolio are offered, through broker-dealers, and other
financial institutions ("Service Agents") at net asset value without a sales
commission. Share purchases may be made by sending investments directly to the
Fund. The minimum initial investment is $2,500. The minimum for subsequent
investments is $100. The minimum initial investment for 401(k) plans is ^$500.
Certain exceptions to the initial or minimum investment amounts may be made by
the officers of the Fund. See "PURCHASE OF SHARES."

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends to each class. In addition,
each Portfolio will distribute to each class any unrealized net capital gains
annually. Distributions will be reinvested in the same Portfolio and class of
shares automatically unless an investor elects to receive cash distributions.
See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."

REDEMPTIONS AND EXCHANGES

Shares may be redeemed at any time, without cost, at their respective net
asset value next determined after receipt of the redemption request. The
redemption price may be more or less than the purchase price. See "REDEMPTION OF
SHARES."

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc., a wholly-owned subsidiary of UAM Asset Management
Corporation, is responsible for performing and overseeing administration, fund
accounting dividend disbursing and transfer agency services provided to the Fund
and its Portfolios by third party service providers. See "ADMINISTRATIVE
SERVICES."

<PAGE>

RISK FACTORS

The value of each Portfolio's shares will fluctuate in response to changes
in market and economic conditions as well as the financial conditions and
prospects of the issuers in which a Portfolio invests. Prospective investors
should consider the following factors. (1) The Sirach Strategic Balanced
Portfolio may invest a portion of its assets in derivatives including futures
contracts and options. (See "FUTURES CONTRACTS AND OPTIONS.") (2) The Sirach
Special Equity Portfolio invests primarily in small and medium capitalization
companies, some of which may be foreign based. (See "INVESTMENT POLICIES" AND
"FOREIGN INVESTMENTS.") (3) In general, the Portfolios will not trade for
short-term profits, but when circumstances warrant, investments may be sold
without regard to the length of time held. High rates of portfolio turnover may
result in additional transaction costs and the realization of capital gains.
(See "PORTFOLIO TURNOVER.") (4) In addition, each Portfolio may use various
investment practices that involve special considerations, including investing in
repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities. (See "OTHER INVESTMENT POLICIES.")

PERFORMANCE CALCULATIONS

Each Portfolio may advertise or quote total return data. Total return will
be calculated on an average annual total return basis, and may also be
calculated on an aggregate total return basis, for various periods. Average
annual total return reflects the average annual percentage change in value of an
investment in the Portfolio over a measuring period. Aggregate total return
reflects the total percentage change in value over a measuring period. Both
methods of calculating total return assume that dividends and capital gains
distributions made by a Portfolio during the period are reinvested in Portfolio
shares. Performance will be calculated separately for Institutional Class and
Service Class Shares. Dividends paid by a Portfolio with respect to
Institutional Class and Service Class Shares, to the extent any dividends are
paid, will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service fees, any distribution charges
and any incremental transfer agency costs relating to Service Class Shares will
be borne exclusively by that class.

The Annual Report to the Shareholders of the Sirach Portfolios for the most
recent fiscal year end contains additional performance information that includes
comparisons with appropriate indices. The Annual Report is available without
charge upon request to the Fund by writing to the address or calling the phone
number on the cover of this Prospectus.

INVESTMENT OBJECTIVES

SIRACH SPECIAL EQUITY PORTFOLIO. The objective of the Sirach Special Equity
Portfolio is to provide maximum long-term growth of capital consistent with
reasonable risk to principal, by investing in small to medium capitalized growth
companies that have particularly strong financial characteristics as measured by
the Adviser's "ranking system."

There can be no assurance that any of the Portfolios will achieve its
stated objective.

<PAGE>

INVESTMENT POLICIES

The fixed income portion of the Portfolio will consist of a diversified mix
of investment grade fixed income securities of varying maturities including
securities of the U.S. Government and its agencies, corporate bonds,
mortgage-backed securities, asset-backed securities, and various short term
instruments such as commercial paper, Treasury bills and certificates of
deposit.

The Adviser attempts to be risk averse believing that preserving principal
in periods of rising interest rates should lead to above-average returns over
the long run. The fixed income portion of the Portfolio will be largely
determined by the Adviser's assessment of current economic conditions and
trends, the Federal Reserve Board's management of monetary policy, fiscal
policy, inflation expectations, government and private credit demands and global
conditions. Once these factors have been carefully analyzed, the average
maturity/duration of the Portfolio will be adjusted to reflect the Adviser's
outlook. Under normal market conditions, the weighted average maturity and
duration will range between eight and twelve years and four and six years,
respectively. Over a complete market cycle, the average maturity and duration
will, on average, equal the general market.

Active security rotation will generate the majority of the excess returns
in the Portfolio. The Portfolio will hold, under most circumstances, no more
than 10% of its assets in any non-governmental issue.

<PAGE>

same as those applied to the selection of U.S.-based securities.

Equity securities are selected using approaches identical to those for the
Sirach Growth Portfolio as set forth below.

SIRACH GROWTH PORTFOLIO. The Sirach Growth Portfolio seeks to achieve its
objective by investing in common stocks of companies that are small, medium and
large growth companies deemed by the Adviser to offer long-term growth
potential. The securities selected will be from a universe of approximately
2,500 companies listed on the New York and American Stock Exchanges and on the
National Association of Securities Dealers Automated Quotation^ system
("NASDAQ"). The Portfolio may also invest in convertible bonds or convertible
preferred stocks.

The security selection process for the Portfolio focuses on those companies
within the market capitalization specified above and that rank above average on
the Adviser's proprietary "ranking system." The "ranking system" consists of
seven buying tests that are ranked according to decile. The Adviser believes
that companies with smaller capitalizations that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period of
time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings, "surprise" probabilities, relative price strength, and
cash reinvestment rates. The Adviser screens a universe of several thousand
smaller to medium capitalized companies to identify potentially attractive
securities. The list of potential investments is narrowed further by the use of
traditional fundamental security analysis. In addition, the Adviser focuses
particular attention on those companies whose earnings momentum are accelerating
and/or whose recent earnings have exceeded the Adviser's expectations.

<PAGE>

process outlined above. In addition, if shares of a foreign company are
purchased, they must be traded in the United States as American Depositary
Receipts ("ADRs"), which are U.S. domestic securities representing ownership
rights in foreign companies. Under normal circumstances, ADRs will not comprise
more than 20% of the Portfolio's assets. (See "FOREIGN INVESTMENTS" for a more
detailed description of the risks involved.)

SIRACH EQUITY PORTFOLIO. The Portfolio seeks to achieve its objective by
investing primarily in common stocks of companies that are small, medium and
large capitalization companies deemed by the Adviser to offer long-term
potential.

In seeking to fulfill its investment objective, the Portfolio, under normal
circumstances, will invest at least 90% of its assets in equity securities,
consisting primarily of common stock; however, the Portfolio may also invest in
convertible bonds or convertible preferred stocks. The Portfolio may invest a
portion of its assets in shares of foreign based companies. If shares of a
foreign company are purchased, they must be traded in the United States as
sponsored ADRs. (See "FOREIGN INVESTMENTS" for a more detailed description of
the risks involved.)

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

Certificates of deposit are negotiable short-term obligations issued
by commercial banks or savings and loan associations collateralized by
funds deposited in the issuing institution. Variable rate certificates
of deposit are certificates of deposit on which the interest rate is
periodically adjusted prior to their stated maturity based upon a
specified market rate. 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).

Each Portfolio will not invest in any security issued by a commercial
bank unless (i) the bank has total assets of at least $1 billion, or
the equivalent in other currencies, (ii) in the case of U.S. banks, it
is a member of the Federal Deposit Insurance Corporation, and (iii) in
the case of foreign branches of U.S. banks, the security is, in the
opinion of the Adviser, of an investment quality comparable with other
debt securities which may be purchased by each Portfolio;

<PAGE>

(3) Short-term corporate obligations rated BBB or better by S&P or Baa or
better by Moody's;

(6) Repurchase agreements collateralized by securities listed above.

REPURCHASE AGREEMENTS

<PAGE>

incur a loss upon disposition of them. If the seller of the agreement becomes
insolvent and subject to liquidation or reorganization under the Bankruptcy Code
or other laws, a bankruptcy court may determine that the underlying securities
are collateral not within the control of a Portfolio and therefore subject to
sale by the trustee in bankruptcy. Finally, it is possible that a Portfolio may
not be able to substantiate its interest in the underlying securities. While the
Fund's management acknowledges these risks, it is expected that they can be
controlled through stringent security selection criteria and careful monitoring
procedures. Credit screens will be established and maintained for dealers and
dealer-banks before portfolio transactions are executed for each Portfolio.

RESTRICTED SECURITIES

Each 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 of Directors, 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 a
Portfolio's investment limitations. Each of the Portfolios may also invest up to
15% of its net assets (except the Sirach Special Equity Portfolio which may
invest up to 10% of its net assets) in securities which are illiquid by virtue
of the absence of a readily available market or because of legal or contractual
restrictions on resale. The prices realized from the sales of these securities
could be more or less than those originally paid by the Portfolio or less than
what may be considered the fair value of such securities.

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. A Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value, would be committed to loans. By lending its investment
securities, a Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. A Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Commission
thereunder, which currently require that (a) the borrower pledge and maintain
with the Portfolio collateral consisting of cash, an irrevocable letter of
credit issued by a domestic U.S. bank or securities issued or guaranteed by the
U.S. Government having a value at all times not less than 100% of the value of
the securities loaned, (b) the borrower add to such collateral whenever the
price of the securities loaned rises (i.e., the borrower "marks to the market"
on a daily basis), (c) the loan be made subject to termination by the Portfolio
at any time, and (d) the Portfolio receives reasonable interest on the loan
(which may include the Portfolio investing any cash collateral in interest
bearing short-term investments). As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the securities loaned if
the borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above. All relevant facts
and circumstances, including the creditworthiness of the broker, dealer or
institution, will be considered in making decisions with respect to the lending
of securities, subject to review by the Fund's Board of Directors.

<PAGE>

PORTFOLIO TURNOVER

Generally, the Portfolios will not trade in securities for short-term
profits, but, when circumstances warrant, securities may be sold without regard
to length of time held. It should be understood that the rate of portfolio
turnover will depend upon market and other conditions, and it will not be a
limiting factor when the Adviser believes that portfolio changes are
appropriate. However, it is expected that the annual portfolio turnover rate for
the Sirach Portfolios will not exceed 150%. A rate of turnover of 100% would
occur, for example, if all the securities held by a Portfolio were replaced
within a period of one year. High rates of portfolio turnover necessarily result
in correspondingly heavier brokerage and portfolio trading costs which are paid
by the Portfolios. In addition to Portfolio trading costs, higher rates of
portfolio turnover may result in the realization of capital gains. To the extent
net short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes. See
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more information on
taxation. The Portfolios will not normally engage in short-term trading, but
each reserves the right to do so. The table set forth in "Financial Highlights"
presents the Portfolios' historical portfolio turnover ratios.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

Each Portfolio may purchase and sell securities on a "when-issued,"
"delayed settlement," or "forward delivery" basis. "When-issued" or "forward
delivery" refers to securities whose terms and indenture are available, and for
which a market exists, but which are not available for immediate delivery.
When-issued or forward delivery transactions may be expected to occur a month or
more before delivery is due. Delayed settlement is a term used to describe
settlement of a securities transaction in the secondary market which will occur
sometime in the future. No payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to any of the above
transactions. It is possible that the market price of the securities at the time
of delivery may be higher or lower than the purchase price. Each Portfolio will
maintain a separate account of cash, U.S. Government securities or other
high-grade debt obligations at least equal to the value of purchase commitments
until payment is made. Typically, no income accrues on securities purchased on a
delayed delivery basis prior to the time delivery of the securities is made
although the Portfolio may earn income on securities it has deposited in a
segregated account.

FOREIGN INVESTMENTS

INVESTMENT COMPANIES

<PAGE>

of any management fees paid by an investment company in which it invests in
addition to the advisory fee paid by the Portfolio.

The Fund has received a ruling from the Commission which allows each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the Fund's DSI Money Market Portfolio for cash management purposes provided that
the investment is consistent with the Portfolio's investment policies and
restrictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advisory
fee and any other fees earned as a result of the Portfolio's investment in the
DSI Money Market Portfolio. The investing Portfolio will bear expenses of the
DSI Money Market Portfolio on the same basis as all of its other shareholders.

Except as specified above and as described under "Investment Limitations,"
the foregoing investment policies are not fundamental and the Directors may
change such policies without an affirmative vote of a "majority of the
outstanding voting securities of a Portfolio," as defined in the 1940 Act.

INVESTMENT LIMITATIONS

Each Portfolio has adopted certain limitations designed to reduce its
exposure to risk in specific situations. Some of these limitations are that a
Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the U.S. Government or any agency or instrumentality
thereof);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) a continuous
operating history of less than 3 years;

(f) (i) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess
of 33-1/3% (10% for the Sirach Special Equity Portfolio) of the
Portfolio's gross assets valued at the lower of market or cost, and
(ii) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value.

<PAGE>

Directors upon reasonable notice to investors. The investment limitations of the
Sirach Special Equity Portfolio described here and in the Statement of
Additional Information are fundamental policies and may be changed only with the
approval of the holders of a majority of the outstanding shares of the
Portfolio. If a percentage limitation on investment or utilization of assets as
set forth above is adhered to at the time an investment is made, a later change
in percentage resulting from changes in the value or total cost of the
Portfolios' assets will not be considered a violation of the restriction.

INVESTMENT SUITABILITY

PURCHASE OF SHARES

Shares of each Portfolio and Class may be purchased through any Service
Agent having selling or service agreements with UAM Fund Distributors, Inc. (the
"Distributor") without a sales commission, at their respective net asset value
per share next determined after an order is received by the Fund or the
designated Service Agent. (See "SERVICE AND DISTRIBUTION PLANS" and "VALUATION
OF SHARES.") The minimum initial investment required is $2,500 except that, for
401(k) plans the minimum initial investment is $500. Certain exceptions may be
made from time to time by the Officers of the Fund. The Portfolios issue two
classes of shares: Institutional Class and Institutional Service Class. The two
classes of shares each represent interests in the same portfolio of investments,
have the same rights and are identical in all respects, except that the Service
Class Shares offered by this Prospectus bear shareholder servicing expenses, may
in the future bear distribution plan expenses, and have exclusive voting rights
with respect to the Rule 12b-1 Distribution Plan pursuant to which the
distribution fee may be paid. The two classes have different exchange
privileges. See "EXCHANGE PRIVILEGE." The net income attributable to Service
Class Shares and the dividends payable on Service Class Shares will be reduced
by the amount of the shareholder servicing and distribution fees; accordingly,
the net asset value of the Service Class Shares will be reduced by such amount
to the extent the Portfolio has undistributed net income.

Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans, which may include
transaction fees and/or service fees paid by the Fund from the Fund assets
attributable to the Service Agent and, would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. The Service
Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. Each Service Agent is
responsible for transmitting to its customers a schedule of any such fees and
information regarding any additional or different conditions regarding purchases
and redemptions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. A
salesperson and any other person entitled to receive compensation for selling or
servicing Portfolio shares may receive different compensation with respect to
one particular class of shares over another in the Fund.

If you buy shares of a Portfolio through a Service Agent, the Service Agent
must receive your investment order before the close of trading on the New York
Stock Exchange ("NYSE"), generally 4:00 p.m. (Eastern Time) and transmit it to
the Fund's Transfer Agent, Chase Global Funds Services Company, (prior to the
close of the Transfer Agent's business day) and the Distributor to receive that
day's offering price, with proper payment to the Fund to follow. Service Agents
are responsible to their customers, the Fund and its Distributor for timely
transmission of all investment and redemption information, documentation and
money.

<PAGE>

INITIAL INVESTMENTS BY MAIL

An account also may be opened with the assistance of your Service Agent by
completing and signing an Account Registration Form, and forwarding it, together
with a check payable to UAM FUNDS, INC. through your Service Agent, to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

The carbon copy (manually signed) of the Account Registration Form must be
delivered to:

UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110

Payment for the purchase of shares received by mail will be credited to
your account at the net asset value per share of the Portfolio next determined
after receipt. Such payment need not be converted into Federal Funds (monies
credited to the Fund's custodian bank, The Bank of New York (the "Custodian
Bank"), by a Federal Reserve Bank) before acceptance by the Fund.

INITIAL INVESTMENTS BY WIRE

Shares may also be purchased by wiring Federal Funds to the Custodian Bank
(see instructions below). In order to insure prompt crediting of the Federal
Funds wire, it is important to follow these steps:

(a) Your Service Agent should telephone the Fund's Transfer Agent
(toll-free 1-800-638-7983) and provide the account name, address,
telephone number, social security or taxpayer identification number,
the name of the Portfolio (Service Class Shares), the amount being
wired and the name of the bank wiring the funds. (Investors with
existing accounts should also notify the Fund prior to wiring funds.)
An account number will then be provided to you;

(b) Instruct your bank to wire the specified amount to the Custodian Bank;

The Bank of New York
New York, NY 10286
ABA #0210-0023-8
DDA Acct. #000-77-081
F/B/O UAM Funds, Inc.
Ref: Portfolio Name __________ (Service Class Shares)
Your Account Number ____________
Your Account Name _____________

(c) A completed Account Registration Form must be forwarded to the Fund
and the Distributor at the addresses shown thereon as soon as
possible. Federal Funds purchases will be accepted only on a day on
which the NYSE and the Custodian Bank are open for business.

ADDITIONAL INVESTMENTS

You may add to your account at any time (minimum additional investment is
$100) by purchasing shares at net asset value through your Service Agent or by
mailing a check to the Administrator (payable to "UAM Funds, Inc.") at the above
address or by wiring monies to the Custodian Bank using the instructions
outlined above. It is very important that your account number, account name, the
Portfolio, and class of shares to be purchased are specified on the check or
wire to insure

<PAGE>

proper crediting to your account. In order to insure that your wire orders are
invested promptly, you are requested to notify the Fund (toll-free
1-800-638-7983) prior to the wire date. Mail orders should include, when
possible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

OTHER PURCHASE INFORMATION

Non-securities dealer Service Agents may receive transaction fees that are
the same as distribution fees paid to dealers.

The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of either Class or Portfolio or reject purchase orders when,
in the judgement of management, such suspension or rejection is in the best
interests of the Fund.

Purchases of shares will be made in full and fractional shares of the
appropriate Class calculated to three decimal places. In the interest of economy
and convenience, certificates for shares will not be issued except at the
written request of the shareholder. Certificates for fractional shares, however,
will not be issued.

IN-KIND PURCHASES

If accepted by the Fund, shares may be purchased in exchange for securities
which are eligible for acquisition by the Portfolio being purchased, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "VALUATION OF SHARES" at the time of
the next determination of net asset value after such acceptance. Shares issued
in exchange for securities will be issued at relevant net asset value determined
as of the same time. All dividends, interest, subscription, or other rights
pertaining to such securities shall become the property of the Portfolio and
must be delivered to the Fund by the investor upon receipt from the issuer.
Securities acquired through an in-kind purchase will be acquired for investment
and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included in the Portfolio and current market quotations are readily available
for such securities; (2) the investor represents and agrees that all securities
offered to be exchanged are liquid and are not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or liquidity of
market; and (3) the value of any such securities (except U.S. Government
securities) being exchanged together with other securities of the same issuer
owned by the Portfolio will not exceed 5% of the net assets of the Portfolio
immediately after the transaction.

REDEMPTION OF SHARES

Shares may be redeemed by mail or telephone at any time, without cost, at
their net asset value next determined after receipt of the redemption request.
No charge is made for redemptions. Any redemption may be more or less than the
purchase price of your shares depending on the market value of the investment
securities held by the relevant Portfolio.

BY MAIL

Shares will be redeemed at the net asset value next determined after the
request is received in "good order". Your request should be addressed to:

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

<PAGE>

or to your Service Agent.

"Good order" means that the request to redeem shares must include the
following documentation:

(a) The stock certificates, if issued;

(d) Other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

Shareholders who are uncertain of requirements for redemption should
contact the UAM Funds Service Center.

SIGNATURE GUARANTEES

BY TELEPHONE

Provided you have previously established the telephone redemption privilege
by completing an Account Registration Form, you may request a redemption of your
shares by calling the Fund and requesting the redemption proceeds be mailed to
you or wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and they may be liable for any losses if they fail to do so. These
procedures include requiring the investor to provide certain personal
identification at the time an account is opened and prior to effecting each
transaction requested by telephone. In addition, all telephone transaction
requests will be recorded and investors may be required to provide additional
telecopied written instructions of such transaction requests. Neither the Fund
nor the Transfer Agent will be responsible for any loss, liability, cost or
expense for following instructions received by telephone that it reasonably
believes to be genuine.

<PAGE>

FURTHER REDEMPTION INFORMATION

Normally, the Fund will make payment for all shares redeemed under these
procedures within one business day of receipt of the request in good order, but
in no event will payment be made more than seven days after receipt of a
redemption request in good order. The Fund may suspend the right of redemption
or postpone the date at times when both the NYSE and Custodian Bank are closed,
or under any emergency circumstances as determined by the Commission.

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, adopted pursuant to Rule
12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Agents (broker-dealers or other financial institutions) who receive fees
with respect to the Fund's Service Class Shares owned by shareholders for whom
the Service Agent is the dealer or holder of record, or for whom the Service
Agent performs Servicing, as defined below. These fees are paid out of the
assets allocable to Service Class Shares to the Distributor, to the Service
Agent directly or through the Distributor. The Fund reimburses the Distributor
or the Service Agent, as the case may be, for payments made at an annual rate of
up to .25 of 1% of the average daily value of Service Class Shares of the Sirach
Portfolios owned by clients of such Service Agent during the period payments for
Servicing are being made to it. Such payments are borne exclusively by the
Service Class Shares. Each item for which a payment may be made under the
Service Plan constitutes personal service and/or shareholder account maintenance
and may constitute an expense of distributing Fund Service Class Shares as the
Commission construes such term under Rule 12b-1. The fees payable for Servicing
are payable without regard to actual expenses incurred, subject to adjustment of
the fee prospectively to reflect actual expenses.

Servicing may include, among other things, one or more of the following
rendered with respect to Service Class Shares or shareholders: answering client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and record; processing purchase and redemption
transactions; investing client cash account balances automatically in Service
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Agent; arranging for bank
wires; and such other services as the Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or regulation.

The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will be engaged to act as Service Agent only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain Fund shareholders and alternative means for
continuing the Servicing of such shareholders would be sought. Banks and other
financial service institutions may be subject to various state laws regarding
the services described above, and may be required to register as dealers
pursuant to state law.

Banks and other financial service institutions may be subject to various state
laws regarding the services described above, and may be required to register as
dealers pursuant to state law.

The Distributor promotes the distribution of the Service Class Shares of
the Fund in accordance with the terms of a Distribution Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. The Distribution Plan provides for the use of
Fund assets allocable to Service Class Shares to pay expenses of distributing
such shares.

The Distribution Plan and the Service Plan (together, the "Plans") were
approved by the Board of Directors, including a majority of the directors who
are not "interested persons" of the Fund as defined in the 1940 Act (and each of

<PAGE>

whom has no direct or indirect financial interest in the Plans or any agreement
related thereto, referred to herein as the "12b-1 Directors"). The Plans may be
terminated at any time by the vote of the Board or the 12b-1 Directors, or by
the vote of a majority of the outstanding voting securities of the Service Class
Shares.

While the Plans continue in effect, the selection of the 12b-1 Directors is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed 0.75% per annum of that Portfolio's net assets. The
Board has currently limited payments under the Plans to 0.50% per annum of a
Portfolio's net assets. The Service Class Shares offered by this Prospectus
currently are not making any payments under the Distribution Plan. Upon
implementation, the Distribution Plan would permit payments to the Distributor,
broker-dealers, other financial institutions, sales representatives or other
third parties who render promotional and distribution services, for items such
as advertising expenses, selling expenses, commissions or travel reasonably
intended to result in sales of shares of the Service Class Shares and for the
printing of prospectuses sent to prospective purchasers of the Service Class
Shares of the Sirach Portfolios.

Although the Plans may be amended by the Board of Directors, any change in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the class involved. The
total amounts paid with respect to a class of shares of a Portfolio under the
foregoing arrangements may not exceed the maximum limits specified above, and
the amounts and purposes of expenditures under the Plans must be reported to the
12b-1 Directors quarterly. The amounts allowable under the Plans for each Class
of Shares of the Portfolios are also limited under certain rules of the National
Association of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, the Distributor,
United Asset Management Corporation ("UAM"), the parent company of the Adviser,
the Adviser, or any of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to the Fund, a
Portfolio or any Class of Shares of a 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 compensate its affiliated companies
for referring investors to the Portfolios.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Service Class Shares of each Sirach Portfolio of the Fund may be exchanged for
Service Class Shares of any other Sirach Portfolio offering such shares. In
addition, Service Class Shares of each Sirach Portfolio may be exchanged for any
other Service Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. (For those Portfolios currently
offering Service Class Shares, please call the UAM Funds Service Center.)
Exchange requests should be made by calling the Fund (1-800-638-7983) or by
writing to UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services
Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only
available with respect to Portfolios that are registered for sale in a
shareholder's state of residence.

Exchange requests may be made by mail, telephone or through a Service
Agent. Telephone exchanges will be accepted only if the certificates for the
shares to be exchanged are held by the Fund for the account of the shareholder
and the registration of the two accounts will be identical. Requests for
exchanges received prior to 4:00 p.m. (Eastern Time) will be processed as of the
close of business on the same day. Requests received after 4:00 p.m. will be
processed on the next business day. Neither the Fund nor the Transfer Agent will
be responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Board of Directors to
assure that such exchanges do not disadvantage the Fund and its shareholders.
For additional information regarding responsibility for the authenticity of
telecopied instructions, see "REDEMPTION OF

<PAGE>

SHARES-BY TELEPHONE" above.

TRANSFER OF REGISTRATION

You may transfer the registration of any of your Fund shares to another
person by writing to the UAM Funds at the above address. As in the case of
redemptions, the written request must be received in good order before any
transfer can be made. (See "REDEMPTION OF SHARES.")

VALUATION OF SHARES

The net asset value of each Class of shares is determined by dividing the
sum of the total market value the underlying Portfolio's investments and other
assets, less any liabilities, by the total outstanding shares of the Class. The
net asset value per share of each Class of each Portfolio is determined as of
the close of the NYSE on each day that the NYSE is open for business (currently
4:00 p.m. Eastern Time). The net asset value of the Service Class Shares may be
lower than the net asset value of the Institutional Class Shares reflecting the
daily expense accruals of the shareholder servicing fee and any distribution and
transfer agency fees applicable to the Service Class Shares.

In addition, bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. The prices provided by a
pricing service are determined without regard to bid or last sale prices, but
take into account institutional size trading in similar groups of securities and
any developments related to the specific securities. Securities not priced in
this manner are valued at the most recent quoted bid price, or, when stock
exchange valuations are used, at the latest quoted sale price on the day of
valuation. If there is no such reported sale, the latest quoted bid price will
be used. Securities purchased with remaining maturities of 60 value days or less
are valued at amortized cost when the Board of Directors determines that
amortized cost reflects fair value. In the event that amortized cost does not
approximate market, market prices as determined above will be used.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net investment
income to shareholders in the form of quarterly dividends. If any net capital
gains are realized, each Portfolio will normally distribute such gains with the
last dividend for the fiscal year. The per share dividends and distributions on
Service Class Shares generally will be lower than the per share

<PAGE>

dividends and distributions on Institutional Class Shares as a result of the
shareholder servicing, distribution and any transfer agency fees applicable to
the Service Class Shares.

FEDERAL TAXES

Each Portfolio intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"),
and if it qualifies, will not be liable for Federal income taxes to the
extent it distributes its net investment income and net realized capital
gains. Dividends, either in cash or reinvested in shares, paid by a Portfolio
from net investment income will be taxable to shareholders as ordinary
income. Dividends paid from the Sirach Strategic Balanced, Sirach Special
Equity, Sirach Growth and Sirach Equity Portfolios will generally qualify
for the 70% dividends received deduction for corporations, but the portion of
the dividends so qualified will depend on the ratio of the aggregate taxable
qualifying dividend income received by the Portfolio from domestic (U.S.)
sources to the Portfolio's total taxable income, exclusive of long-term
capital gains.

Exchanges and redemptions of shares in a Portfolio are taxable events for
Federal income tax purposes. A shareholder may also be subject to state and
local taxes on such redemptions.

STATE AND LOCAL TAXES

INVESTMENT ADVISER

The investment adviser to the Sirach Portfolios, Sirach Capital Management,
Inc., is a Washington corporation whose predecessor was formed in 1970 and is
located at 3323 One Union Square, Seattle, Washington 98101. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation and provides
investment management services to

<PAGE>

corporations, pension and profit-sharing plans, 401(k) and thrift plans, trusts,
estates and other institutions and individuals. As of the date of this
Prospectus, the Adviser had over $5.4 billion in assets under management. For
further information on Sirach Capital Management, Inc.'s investment services,
please call (206) 624-3800.

SIRACH STRATEGIC BALANCED PORTFOLIO - George B. Kauffman, Stephen J.
Romano, and Robert L. Stephenson, Jr.;

SIRACH GROWTH PORTFOLIO - George B. Kauffman and Harvey G. Bateman; and

SIRACH SPECIAL EQUITY PORTFOLIO - Harvey G. Bateman and Stefan W. Cobb.

SIRACH EQUITY PORTFOLIO - Harvey G. Bateman and George B. Kauffman

HARVEY G. BATEMAN, CFA, CIC - PRINCIPAL. Mr. Bateman joined the Adviser in
1988. He has managed equity funds for the Adviser since 1989. Mr. Bateman
assumed responsibility for managing the Special Equity Portfolio in 1989, the
Growth Portfolio in 1995 and Equity Portfolio in 1996.

GEORGE B. KAUFFMAN, CFA, CIC - PRINCIPAL. Mr. Kauffman joined the Adviser
in 1981. He has managed balanced and growth funds for the Adviser since 1981.
Mr. Kauffman assumed responsibility for managing the Strategic Balanced and
Growth Portfolios in 1993, and Equity Portfolio in 1996.

ROBERT L. STEPHENSON, JR., CFA, CIC - PRINCIPAL. Mr. Stephenson joined the
Adviser in 1987. He has managed balanced and growth funds for the Adviser since
1987. Mr. Stephenson assumed responsibility for managing the Strategic Balanced
Portfolio in 1993.

STEPHEN J. ROMANO, CFA - PRINCIPAL. Mr. Romano joined the Adviser in 1991.
Prior to that, he was a Senior Investment Officer at Seattle-First National Bank
where he managed equity and fixed income portfolios for private banking clients.
Mr. Romano has managed fixed income funds for the Adviser since 1991. He assumed
responsibility for managing the fixed income portion of the Strategic Balanced
Portfolio in 1993.

STEFAN W. COBB - PRINCIPAL. Mr. Cobb joined the Adviser in 1994. Prior to
that, he was a Vice President at the investment banking firm of Robertson,
Stephens & Company where he was engaged in institutional sales. Mr. Cobb assumed
responsibility for managing the Special Equity Portfolio in 1994.

Under Investment Advisory Agreements (the "Advisory Agreements") with the
Fund, dated as of September 27, 1989 and October 29, 1993, the Adviser, subject
to the control and supervision of the Fund's Board of Directors and in
conformance with the stated investment objectives and policies of the Sirach
Portfolios, manages the investment and reinvestment of the assets of the Sirach
Portfolios. In this regard, it is the responsibility of the Adviser to manage
the Fund's Sirach Portfolios and to place purchase and sales orders for the
Sirach Portfolios.

As compensation for the services rendered by the Adviser under the Advisory
Agreements, each Sirach Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rates to
each of the Sirach Portfolio's average daily net assets for the month:

RATE
----
<S> <C>
Sirach Strategic Balanced Portfolio. . . . . . . . . . . . . . . . . . 0.650%
Sirach Growth Portfolio. . . . . . . . . . . . . . . . . . . . . . . . 0.650%
Sirach Special Equity Portfolio. . . . . . . . . . . . . . . . . . . . 0.700%
Sirach Equity Portfolio. . . . . . . . . . . . . . . . . . . . . . . . 0.650%
</TABLE>

<PAGE>

date of this Prospectus, the Adviser has agreed to keep the Sirach Equity
Portfolio Institutional Service Class Shares from exceeding 0.90%, of average
daily net assets. The Fund will not reimburse the Adviser for any advisory fees
that are waived or Portfolio expenses that the Adviser may bear on behalf of a
Portfolio. In addition, the Adviser may compensate its affiliated companies for
referring investors to the Portfolios. The Distributor, UAM, the Adviser, or any
of their affiliates, may, at its own expense, compensate a Service Agent or
other person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, a Portfolio or any Class of Shares
of a Portfolio. The person making such payments may do so out of its revenues,
its profits or any other source available to it. Such service arrangements, when
in effect, are made generally available to all qualified service providers.

HISTORICAL PERFORMANCE

<TABLE>
<CAPTION>
Total Annualized Return for Various Periods Ended December 31, 1995
(Unaudited)

Institutional S&P
Equity Accounts 500 Index
<S> <C> <C>
One-year period 35.2% 37.5%
Five-year period 18.5% 16.6%
Ten-year period 16.8% 14.8%
Fourteen-year period* 19.9% 16.3%
</TABLE>

*Inception of performance record

<PAGE>

unleveraged accounts. The composite totaled $1.519 billion as of 12/31/95.

ADMINISTRATIVE SERVICES

Pursuant to a Fund Administration Agreement dated [ ] which was
approved by the Fund's Directors, UAM Fund Services, Inc., a wholly-owned
subsidiary of UAM, with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios. The Fund pays UAM Fund
Services, Inc. a monthly fee for its services which on an annual basis
equals: 0.19 of 1% of the first $200 million of the aggregate net assets of
the Fund; 0.11 of 1% of the next $800 million of the aggregate net assets of
the Fund; 0.07 of 1% of the aggregate net assets in excess of $1 billion but
less than $3 billion; and 0.05 of 1% of the aggregate assets in excess of $3
billion. The fees are allocated among the Portfolios on the basis of their
relative assets and are subject to a graduated minimum fee schedule per
Portfolio of $1,250 per month upon inception of a Portfolio to $70,000 after
two years. If a separate class of shares is added to a Portfolio, the
minimum annual fee payable to UAM Fund Services, Inc. by that Portfolio may
be increased by up to $20,000. In addition, each Portfolio will pay to UAM
Fund Services, Inc. a Fund-specific fee of between 0.02% to 0.06% of the
aggregate net assets of a Portfolio. The Directors of the Fund have also
approved a Mutual Fund Service Agreement dated [ ] between UAM Fund
Services, Inc. and Chase Global Fund Services Company, an affiliate of The
Chase Manhattan Bank, N.A. under which Chase Global Fund Services Company
provides the Fund and its Portfolios with certain services, including, but
not limited to, fund accounting, transfer agency, maintenance of Fund
records, preparation of reports, assistance in the preparation of the Fund's
registration statement and general day to day administration of matters
related to the Fund's corporate existence. UAM Fund Services, Inc. pays
Chase Global Funds Services a monthly fee for its services from the fees that
UAM Fund Services, Inc. receives from the Fund under its Fund Administration
Agreement. Chase Global Funds Services Company is located at 73 Tremont
Street, Boston, MA 02108-3913. Effective April 1, 1996, The Chase Manhattan
Corporation, the parent of The Chase Manhattan Bank, N.A. merged with and
into Chemical Banking Corporation, the parent company of Chemical Bank.
Chemical Banking Corporation is the surviving corporation and will continue
its existence under the name "The Chase Manhattan Corporation".

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
the shares of the Fund. Under the Fund's Distribution Agreement (the
"Agreement"), the Distributor, as agent of the Fund, agrees to use its best
efforts as sole distributor of the Fund's shares. The Distributor does not
receive any fee or other compensation under the Agreement (except as described
under "Service and Distribution Plans" above). The Agreement continues in effect
so long as such continuance is approved at least annually by the Fund's Board of
Directors, including a majority of those Directors who are not parties to such
Agreement or interested persons of any such party. The Agreement provides that
the Fund will bear the costs of the registration of its shares with the
Commission and various states and the printing of its prospectuses, statements
of additional information and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
each of the Fund's Sirach Portfolios and directs the Adviser to use its best
efforts to obtain the best available price and most favorable execution with
respect to all transactions for the Sirach Portfolios. The Adviser may, however,
consistent with the interests of the Sirach Portfolios, select brokers on the
basis of the research, statistical and pricing services they provide to the
Sirach Portfolios. Information and research received from such brokers will be
in addition to, and not in lieu of, the services required to be performed by the
Adviser under the Advisory Agreement. A commission paid to such brokers may be
higher than that which another qualified broker would have charged for effecting
the same transaction, provided that such commissions are paid in compliance with
the Securities Exchange Act of 1934, as amended, and that the Adviser determines
in good faith that such commission is reasonable in terms either of the
transaction or the overall responsibility of the Adviser to the Sirach
Portfolios and the Adviser's other clients.

It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of

<PAGE>

shares which may be made through intermediary brokers or dealers that market
shares of the Fund. However, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland corporation
on October 11, 1988. On January 18, 1989, the name of the Fund was changed to
"The Regis Fund, Inc." On October 31, 1995, the name of the Fund was changed to
"UAM Funds, Inc." The Fund's Articles of Incorporation, as amended, permit the
Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series
("Portfolios") or classes of shares of common stock and to classify or
reclassify any unissued shares with respect to such Portfolios, without further
action by shareholders. Currently, the Fund is offering shares of 30 Portfolios.
The Directors of the Fund may create additional Portfolios and Classes of shares
of the Fund in the future at their discretion.

The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his name on the books of the Fund. Both
Institutional Class and Service Class Shares represent an interest in the same
assets of a Portfolio and are identical in all respects except that the Service
Class Shares bear certain expenses related to shareholder servicing and may bear
expenses related to the distribution of such shares, and have exclusive voting
rights with respect to matters relating to such distribution expenditures.
Information about the Service Class Shares of the Portfolios, along with the
fees and expenses associated with such shares, is available upon request by
contacting the Fund at 1-800-638-7983. Annual meetings will not be held except
as required by the 1940 Act and other applicable laws. The Fund has undertaken
that its Directors will call a meeting of shareholders if such a meeting is
requested in writing by the holders of not less than 10% of the outstanding
shares of the Fund. To the extent required by the undertaking, the Fund will
assist shareholder communications in such matters.

CUSTODIAN

The Bank of New York serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP serves as the independent accountants for the Fund and
audits its financial statements annually.

REPORTS

Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address on
the cover of this Prospectus or by

<PAGE>

calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

<PAGE>

DIRECTORS AND OFFICERS

NORTON H. REAMER* Director, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a Director of
Boston, MA 02110 United Asset Management Corporation; Director,
Partner or Trustee of each of the Investment
Companies of the Eaton Vance Group of Mutual Funds.
PETER M. WHITMAN, JR.* Director of the Fund; President and Chief Investment
One Financial Center Officer of Dewey Square Investors Corporation ("DSI")
Boston, MA 02111 since 1988; Director and Chief Executive Officer of
H.T. Investors, Inc., formerly a subsidiary of DSI.
WILLIAM H. PARK* Vice President and Assistant Treasurer of the Fund;
One International Place Executive Vice President and Chief Financial Officer
Boston, MA 02110 of United Asset Management Corporation.

ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund Administration
73 Tremont Street and Compliance of the Administrator since March 1995;
Boston, MA 02108 formerly Senior Manager of Deloitte & Touche LLP from
1985 to 1995.
KARL O. HARTMANN* Secretary of the Fund; Senior Vice President and
73 Tremont Street General Counsel of the Administrator; Senior Vice
Boston, MA 02108 President, Secretary and General Counsel of Leland,
O'Brien, Rubinstein Associates, Inc. from November
1990 to November 1991.
HARVEY M. ROSEN* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President of Administrator.
Boston, MA 02108

- --------

* These people are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act.

<PAGE>

UAM FUNDS

UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798

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

PROSPECTUS
DATED FEBRUARY 29, 1996
Investment Adviser
SIRACH CAPITAL MANAGEMENT, INC.
3323 One Union Square
Seattle, WA 98101
(206) 624-3800

- --------------------------------------------------------------------------------
Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

TABLE OF CONTENTS

PAGE
----
<S> <C>
Fund Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Performance Calculations . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Other Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . 9
Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Investment Suitability . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Service and Distribution Plans . . . . . . . . . . . . . . . . . . . . . . 18
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Valuation of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Dividends, Capital Gains Distributions and Taxes . . . . . . . . . . . . . 20
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Administrative Services. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 24
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

DRAFT

PART B

UAM FUNDS
SIRACH PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
JULY [ ], 1996,

This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the
Sirach Portfolios' Institutional Class Shares dated 1996 and the Prospectus
relating to the Sirach Strategic Balanced, Growth, Special Equity and Equity
Portfolios' Institutional Service Class Shares (the "Service Class Shares")
dated. To obtain a Prospectus, please call the UAM Funds Service Center:

1-800-638-7983

TABLE OF CONTENTS

PAGE
----
Investment Objectives and Policies.................................... 2
Purchase of Shares.................................................... 4
Redemption of Shares.................................................. 4
Shareholder Services.................................................. 5
Investment Limitation................................................. 6
Management of the Fund................................................ 7
Investment Adviser.................................................... 9
Service and Distribution Plans........................................ 10
Portfolio Transactions................................................ 12
Administrative Services............................................... 12
Performance Calculations.............................................. 12
General Information................................................... 16
Financial Statements.................................................. 17
Appendix-Description of Securities and Ratings........................ A-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies of
the Sirach Strategic Balanced, Fixed Income, Growth, Short-Term Reserves,
Special Equity and Equity Portfolios (the "Portfolios') as set forth in the
Sirach Portfolios' Prospectuses:

SECURITIES LENDING

Each Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. By lending its investment
securities, a Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. Each Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission, (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United States Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Directors.

At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and approved
by the investment company's Directors. The Portfolio will continue to retain
any voting rights with respect to the loaned securities. If a material event
occurs affecting an investment on a loan, the loan must be called and the
securities voted.

FUTURES CONTRACTS

The Sirach Fixed Income Portfolio may enter into futures contracts,
options, and options on futures contracts for the purposes of remaining fully
invested and reducing transactions costs. Futures contracts provide for the
future sale by one party and purchase by another party of a specified amount of
a specific security at a specified future time and at a specified price. Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges. Futures exchanges and
trading are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission ("CFTC"), a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without making or taking of delivery. Closing out
an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold" or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract is bought or sold.

Futures traders are required to make a good faith margin deposit in cash or
government securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded.

After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.

-2-

<PAGE>

Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators". Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. Each Portfolio intends to use futures contracts only for
hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed 5% of the liquidation value of a
Portfolio. The Portfolio will only sell futures contracts to protect securities
it owns against price declines or purchase contracts to protect against an
increase in the price of securities it intends to purchase. As evidence of this
hedging interest, the Portfolio expects that approximately 75% of its futures
contracts purchases will be "completed"; that is, equivalent amounts of related
securities will have been purchased or are being purchased by the Portfolio upon
sale of open futures contracts.

Although techniques other than the sale and purchase of futures contracts
could be used to control the Portfolio's exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this exposure.
While the Portfolio will incur commission expenses in both opening and closing
out futures positions, these costs are lower than transaction costs incurred in
the purchase and sale of the underlying securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

The Sirach Fixed Income Portfolio will not enter into futures contract
transactions to the extent that, immediately thereafter, the sum of its initial
margin deposits on open contracts exceeds 5% of the market value of its total
assets. In addition, the Portfolio will not enter into futures contracts to the
extent that its outstanding obligations to purchase securities under these
contracts would exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

The Portfolio will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
the Sirach Fixed Income Portfolio would continue to be required to make daily
cash payments to maintain its required margin. In such situations, if the
Portfolio has insufficient cash, it may have to sell Portfolio securities to
meet daily margin requirements at a time when it may be disadvantageous to do
so. In addition, the Portfolio may be required to make delivery of the
instruments underlying futures contracts it holds. The inability to close
options and futures positions also could have an adverse impact on the
Portfolio's ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in excess of the
amount invested in the contract. However, because the futures strategies of the
Portfolio is engaged in only for hedging purposes, the Adviser does not believe
that the Portfolio is subject to the risks of loss frequently associated with
futures transactions. The Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
financial instrument and sold it after the decline.

Utilization of futures transactions by the Portfolio does involve the risk
of imperfect or no correlation where the securities underlying futures contracts
have different maturities than the Portfolio securities being hedged. It is also
possible that the Portfolio could lose money on futures contracts and also
experience a decline in value of Portfolio securities. There is also the risk of
loss by the Portfolio of margin deposits in the event of bankruptcy of a broker
with whom the Portfolio has an open position in a futures contract or related
option.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no

-3-

<PAGE>

trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days, with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions the Portfolio has identified as hedging
transactions, the Portfolio is required for Federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of the year as well as those actually
realized during the year. In most cases, any gain or loss recognized with
respect to a futures contract is considered to be 60% long-term capital gain or
loss and 40% short-term capital gain or loss, without regard to the holding
period of the contract. Furthermore, sales of futures contracts which are
intended to hedge against a change in the value of securities held by the
Portfolio may affect the holding period of such securities and, consequently,
the nature of the gain or loss on such securities upon disposition.

In order for the Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company, 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. In addition, gains
realized on the sale or other disposition of securities held for less than three
months must be limited to less than 30% of the Portfolio's annual gross income.
It is anticipated that any net gain realized from the closing out of futures
contracts will be considered a gain from the sale of securities and therefore
will be qualifying income for purposes of the 90% requirement. In order to avoid
realizing excessive gains on securities held for less than three months, the
Portfolio may be required to defer the closing out of futures contracts beyond
the time when it would otherwise be advantageous to do so. It is anticipated
that unrealized gains on futures contracts, which have been open for less than
three months as of the end of the Portfolio's fiscal year and which are
recognized for tax purposes, will not be considered gains on securities held for
less than three months for the purposes of the 30% test.

The Sirach Fixed Income Portfolio will distribute to shareholders annually
any net capital gains which have been recognized for Federal income tax purposes
(including unrealized gains at the end of the Portfolio's fiscal year) on
futures transactions. Such distributions will be combined with distributions of
capital gains realized on the Portfolio's other investments, and shareholders
will be advised on the nature of the payments.

PURCHASE OF SHARES

Both classes of shares of the Portfolios may be purchased without a sales
commission at the net asset value per share next determined after an order is
received in proper form by the Fund and payment is received by the Fund's
Custodian. The minimum initial investment required is $2,500 with certain
exceptions as may be determined from time to time by officers of the Fund. An
order received in proper form prior to the 4:00 p.m. close of the New York Stock
Exchange ("Exchange") will be executed at the price computed on the date of
receipt; and an order received not in proper form or after the 4:00 p.m. close
of the Exchange will be executed at the price computed on the next day the
Exchange is open after proper receipt. The Exchange will be closed on the
following days: Good Friday, April 5, 1996; Memorial Day, May 27, 1996;
Independence Day, July 4, 1996; Labor Day, September 2, 1996; Thanksgiving Day,
November 28, 1996; Christmas Day, December 25, 1996; New Year's Day, January 1,
1997; and Presidents' Day, February 17, 1997.

Each Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgement of
management such rejection is in the best interest of the Fund, and (3) to reduce
or waive the minimum for initial and subsequent investment for certain fiduciary
accounts such as employee benefit plans or under circumstances where certain
economies can be achieved in sales of a Portfolio's shares.

REDEMPTION OF SHARES

Each Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) 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 a Portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission 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

-4-

<PAGE>

assets of the Fund at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Commission. Redemptions in excess
of the above limits may be paid in whole or in part, in investment securities or
in cash, as the Directors may deem advisable; however, payment will be made
wholly in cash unless the Directors believe 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 in the Prospectus under "Valuation of Shares" and a
redeeming shareholder would normally incur brokerage expenses if these
securities were converted to cash.

No charge is made by the Portfolios for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market value
of the securities held by the Portfolios.

SIGNATURE GUARANTEES - To protect your account, the Fund and the Fund's
Transfer Agent from fraud, signature guarantees are required for certain
redemptions. The purpose of signature guarantees is to verify the identity of
the person who has authorized a redemption from your account. Signature
guarantees are required in connection with (1) all redemptions when the proceeds
are to be paid to someone other than the registered owner(s) or registered
address; or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Administrator. 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.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Portfolios' Prospectuses:

EXCHANGE PRIVILEGE

Institutional Class Shares of each Sirach Portfolio may be exchanged for
Institutional Class Shares of the other Sirach Portfolios and Service Class
Shares of each Sirach Portfolio may be exchanged for Service Class Shares of the
other Sirach Portfolios. In addition, Institutional Class Shares of each Sirach
Portfolio may be exchanged for any other Institutional Class Shares of a
Portfolio included in the UAM Funds which is comprised of the Fund and UAM Funds
Trust. (See the list of Portfolios of the UAM Funds - Institutional Class
Shares at the end of the Sirach Portfolios - Institutional Class Shares
Prospectus.) Service Class Shares of the Sirach Strategic Balanced, Growth,
Special Equity and Equity Portfolios may be exchanged for any other Service
Class Shares of a Portfolio included in the UAM Funds which is comprised of the
Fund and UAM Funds Trust. (For those Portfolios currently offering Service
Class Shares, please call the UAM Funds Service Center.) Exchange requests
should be made by calling the Fund (1-800-638-7983) or by writing to UAM Funds,
UAM Funds Service Center, c/o Chase Global Funds Services Company, P.O. Box
2798, Boston, MA 02208-2798. The exchange privilege is only available with
respect to Portfolios that are registered for sale in a shareholder's state of
residence.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder, and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Fund's Board of Directors
to assure that such exchanges do not disadvantage the Fund and its shareholders.

-5-

<PAGE>

For Federal income tax purposes an exchange between Funds is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios.
You may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.

TRANSFER OF SHARES

Shareholders may transfer shares to another person by making a written
request to the Fund. The request should clearly identify the account and number
of shares to be transferred, and include the signature of all registered owners
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 "Redemption of Shares".
As in the case of redemptions, the written request must be received in good
order before any transfer can be made.

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the Prospectuses.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of a Portfolio's acquisition of such security
or other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with the Portfolio's investment
limitations.

Each Portfolio is subject to the following limitations which are
fundamental policies and may not be changed without the approval of the lesser
of: (1) at least 67% of the voting securities of a Portfolio present at a
meeting if the holders of more than 50% of the outstanding voting securities of
a Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of a Portfolio. Each Portfolio will not:

(1) invest in physical commodities or contracts on physical commodities;

(2) purchase or sell real estate or real estate limited partnerships,
although it may purchase or sell securities of companies which deal in
real estate and may purchase and sell securities which are secured by
interests in real estate;

(3) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(4) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in securities of any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the government of the U.S. or any agency or
instrumentality thereof);

(5) borrow money, except (i) from banks and as a temporary measure for
extraordinary or emergency purposes or (ii) except in connection with
reverse repurchase agreements provided that (i) and (ii) in
combination do not exceed 331/3% of the Portfolios' total assets (10%
for the Sirach Special Equity Portfolio) (including the amount
borrowed) less liabilities (exclusive of borrowings);

(6) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of a
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities or instruments
issued by U.S. banks when a Portfolio adopts a temporary defensive
position;

(7) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and policies, or entering into repurchase
agreements, subject to the limitation described in (d) below and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder; and

(8) underwrite the securities of other issuers.

-6-

<PAGE>

The following limitations are fundamental policies of the Sirach Special
Equity Portfolio and non-fundamental policies of the Sirach Strategic Balanced,
Sirach Growth, Sirach Fixed Income, Sirach Short-Term Reserves and Equity
Portfolios. Each of the Portfolios will not:

(a) purchase on margin or sell short;

(b) purchase or retain securities of an issuer if those officers and
Directors of the Fund or its investment advisor owning more than 1/2
of 1% of such securities together own more than 5% of such securities;

(c) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;

(d) invest more than an aggregate of 10% of the net assets of the
Portfolio (15% for the Sirach Strategic Balanced, Sirach Growth,
Sirach Fixed Income, Sirach Short-Term Reserves and Equity
Portfolios), determined at the time of investment, in securities
subject to legal or contractual restrictions on resale or securities
for which there are no readily available markets, including repurchase
agreements having maturities of more than seven days;

(e) invest for the purpose of exercising control over management of any
company;

(f) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years; and

(g) write or acquire options or interests in oil, gas, mineral leases or
other mineral exploration or development programs. As a matter of
non-fundamental policy, each Portfolio will not:

As a matter of non-fundamental policy, each Portfolio will not:

(a) invest in warrants, valued at the lower of cost or market, in excess
of 5.0% of the value of the Portfolio's net assets. Included within
that amount, but not to exceed 2.0% of the value of the Portfolio's
net assets, may be warrants that are not listed on the New York or
American Stock Exchanges. Warrants acquired in units or attached to
securities may be deemed to be without value.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The Fund's officers, under the supervision of the Board of Directors,
manage the day-to-day operations of the Fund. The Directors set broad policies
for the Fund and choose its officers. A list of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past 5 years is set forth in the Portfolios'
Prospectuses. As of January 31, 1996, the Directors and officers of the Fund
owned less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $4,500 per quarter. In addition, each unaffiliated Director receives
a $2,000 meeting fee which is aggregated for all of the Directors and allocated
proportionately among the Portfolios of the Fund and UAM Funds Trust as well as
the AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for travel
and other expenses incurred while attending Board meetings. Directors who are
also officers or affiliated persons receive no remuneration for their service as
Directors. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), or Chase Global Funds Services
Company and receive no compensation from the Fund. The following table shows
aggregate compensation paid to each of the Fund's unaffiliated Directors by the
Fund and total compensation paid by the Fund, UAM Funds Trust and AEW Commercial
Mortgage Securities Fund, Inc. (collectively the "Fund Complex") in the fiscal
year ended October 31, 1995.

-7-

<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------

(1) (2) (3) (4) (5)

Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual From Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex Paid
Position From Registrant Fund Expenses Retirement to Directors

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.
Director $24,435 0 0 $26,750

J. Edward Day
Director $24,435 0 0 $26,750

Philip D. English
Director $24,435 0 0 $26,750

William A. Humenuk
Director $24,435 0 0 $26,750

</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of January 31, 1996, the following persons or organizations held of
record or beneficially 5% or more of the shares of a Portfolio, as noted.

SIRACH STRATEGIC BALANCED PORTFOLIO INSTITUTIONAL CLASS SHARES: Skagit
Valley Medical 401(k) Savings Plan, 1400 E. Kincaid Street, Mt. Vernon, WA, 7%;
South Bay Hotel Employees & Restaurant Employees Pension Plan, c/o United
Administrative Services, P.O. Box 5057, San Jose, CA, 6%; Alaska Bricklayers
Retirement Plan, 407 Denali Street, Anchorage, AK, 5%; First Interstate Bank of
Washington, N.A., Trustee, Brunswick Fishing Boats Div. Profit Sharing Plan,
P.O. Box 21927, Seattle, WA, 5%*; Hartnat & Co., VECO, P.O. Box 4044, Boston,
MA, 5%*.

SIRACH FIXED INCOME PORTFOLIO INSTITUTIONAL CLASS SHARES: Seattle First
National Bank, Custodian Conner Development, P.O. Box 3577, Terminal Annex, Los
Angeles, CA, 20%*; Hartnat & Co., VECO, P.O. Box 4044, Boston, MA, 15%*; Davis
Wright Tremaine 401(k), Profit Sharing Plan & Trust, 1501 4th Avenue, Suite
2600, Seattle, WA, 10%; The Chase Manhattan Bank, N.A. Custodian for the
Rollover IRA of Robert D. Duggan, 2900 One Union Square, Seattle, WA, 9%; Mithun
Partners, Inc., Retirement Plan, 414 Olive Way, Suite 500, Seattle, WA, 7%;
Orthopedics International Limited, Profit Sharing & Savings Plan, FBO Robert L.
Romano, M.D., 1645 73rd Avenue Northeast, Medina, WA, 6%; James G. Murphy Co.,
Profit Sharing Plan, 530 Bell Street, Suite 1000, Edmonds, WA, 5%; Dr. Donald H.
Mott, Money Purchase Pension Plan, 702 23rd Avenue, SE, Puyallup, WA, 5%.

SIRACH GROWTH PORTFOLIO INSTITUTIONAL CLASS SHARES: Seattle First National
Bank, Trustee for Tractor and Machinery 401(k) Savings Plan, P.O. Box 3577,
Terminal Annex, Los Angeles, CA, 9%*; Park Investment Co., 500 Fifth Avenue, New
York, NY, 7%; Hartnat & Co., VECO, P.O. Box 4044, Boston, MA, 7%*; Davis Wright
Tremaine 401(k), Profit Sharing Plan & Trust, 1501 4th Avenue, Suite 2600,
Seattle, WA, 6%; U.S. Bank of Washington Trustee for King Count Medical Blue
Shield 401(k), c/o U.S. Bank of Oregon, P.O. Box 3168, Portland, OR, 6%*; H.D.
Bader & Co., No. S, c/o Foley & Lardner, 777 East Wisconsin Avenue, #3500,
Milwaukee, WI, 5%; So. Alaska Carpenters Defined Contribution Pension Plan,
Anchorage, AK, 5% and H.D. Bader & Co., No. E, c/o Foley & Lardner, 777 East
Wisconsin Avenue, #3500, Milwaukee, WI, 5%.

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

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

-8-

<PAGE>

SIRACH SHORT-TERM RESERVES PORTFOLIO INSTITUTIONAL CLASS SHARES: So.
Alaska Carpenters Defined Contribution Pension Plan, P.O. Box 241266, Anchorage,
AK, 43%; Wendel & Co., c/o The Bank of New York, P.O. Box 1066, Wall Street
Station, New York, NY, 18%; Hartnat & Co., Trustee, VECO, P.O. Box 4044, Boston,
MA, 16%; U.S. Bank of Washington, Trustee, King County Medical Blue Shield
401(k), c/o U.S. Bank of Oregon, P.O. Box 3168, Portland, OR, 5%* and Seattle
First National Bank, Trustee, North Coast Electric, P.O. Box 3577, Terminal
Annex, Los Angeles, CA, 5%*.

SIRACH SPECIAL EQUITY PORTFOLIO INSTITUTIONAL CLASS SHARES: The Chase
Manhattan Bank, Trustee, Boeing Co. Voluntary Invest Plan, 3 Chase Metrotech
Center, 6th floor, Brooklyn, NY, 7%*.

The persons or organizations 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) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such
Portfolio.

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

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Sirach Capital Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophy and
approach. Each UAM Affiliated Firm manages its own business independently on a
day-to-day basis. Investment strategies employed and securities selected by UAM
Affiliated Firms are separately chosen by each of them.

PHILOSOPHY AND STYLE

The Adviser specializes in identifying and investing in growth-oriented
securities which have demonstrated strong earnings acceleration and what the
Adviser judges to be strong relative price strength and value. The Adviser
emphasizes disciplined security selection in all asset classes. As equity
analysts, the Adviser monitors a large list of companies which have passed an
initial screening process. The Adviser's investment objective is to identify
the point at which a good company is becoming a good investment, purchase the
stock at a fair value, and then to identify when that good investment period is
coming to an end. To achieve the objective of identifying good investments, the
Adviser uses a disciplined equity selection process that is built on a number of
buying tests. To identify when a good investment period is changing, the
Adviser uses disciplined selling tests. Capital protection is an integral part
of the Adviser's investment management objective.

In managing fixed income portfolios, the Adviser regularly assesses
monetary policy, inflation expectations, economic trends and capital market
flows and then establishes a duration target and maturity structure. Sector
weightings are determined by business cycle analysis, relative valuation and
expected interest rate volatility. The Adviser also screens for mispriced
securities emphasizing both incremental yield and potential price performance.
Before any security is purchased, a thorough credit and fundamental analysis is
done.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: Boeing, Honda of America, Nestle
and United Technologies.

In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did
not use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.

-9-

<PAGE>

ADVISORY FEES

As compensation for services rendered by the Adviser under the Portfolios'
Investment Advisory Agreements, each Portfolio pays the Adviser an annual fee,
in monthly installments, calculated by applying the following annual percentage
rates to the Portfolios' average daily net assets for the month:

Sirach Strategic Balanced Portfolio.................................. 0.65%
Sirach Fixed Income Portfolio........................................ 0.65%
Sirach Growth Portfolio.............................................. 0.65%
Sirach Short-Term Reserves Portfolio................................. 0.40%
Sirach Special Equity Portfolio...................................... 0.70%
Sirach Equity Portfolio.............................................. 0.65%

For the years ended October 31, 1993, 1994 and 1995, the Sirach Special
Equity Portfolio paid advisory fees of approximately $3,166,000, $3,501,000 and
$3,571,000, respectively, to the Adviser. For the period from December 1, 1993
(commencement of operations) to October 31, 1994 and for the year ended October
31, 1995, the Sirach Strategic Balanced, Sirach Fixed Income, Sirach Growth and
Sirach Short-Term Reserves Portfolios paid advisory fees of approximately
$584,000 and $617,000, $0 and $6,000, $502,000 and $595,000, and $5,000 and
$11,000, respectively. During the period from December 1, 1993 to October 31,
1994 and for the year ended October 31, 1995, the Adviser voluntarily waived
advisory fees of approximately $77,000 and $82,000, and $78,000 and $76,000 for
the Sirach Fixed Income and Sirach Short-Term Reserves Portfolios, respectively.
As of the date of this Statement, Sirach Equity Portfolio has not commenced
operations.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolios' Service Class Shares Prospectus, UAM Fund
Distributors, Inc. (the "Distributor") may enter into agreements with broker-
dealers and other financial institutions ("Service Agents"), pursuant to which
they will provide administrative support services to Service Class shareholders
who are their customers ("Customers") in consideration of the Fund's payment of
0.25 of 1% (on an annualized basis) of the average daily net asset value of the
Service Class Shares held by the Service Agent for the benefit of its Customers.
Such services include:

(a) acting as the sole shareholder of record and nominee for beneficial
owners;

(b) maintaining account record for such beneficial owners of the Fund's
shares;

(d) answering questions and handling correspondence from shareholders
about their accounts;

(e) processing shareholder orders to purchase, redeem and exchange shares;

(f) handling the transmission of funds representing the purchase price or
redemption proceeds;

(g) issuing confirmations for transactions in the Fund's shares by
shareholders;

(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports;

(i) assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody
accounts;

(j) providing account maintenance and accounting support for all
transactions; and

(k) performing such additional shareholder services as may be agreed upon
by the Fund and the Service Agent, provided that any such additional
shareholder service must constitute a permissible non-banking activity
in accordance with the then current regulations of, and
interpretations thereof by, the Board of Governors of the Federal
Reserve System, if applicable.

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<PAGE>

Each agreement with a Service Agent is governed by a Shareholder Service
Plan (the "Service Plan") that has been adopted by the Fund's Board of
Directors. Pursuant to the Service Plan, the Board of Directors reviews, at
least quarterly, a written report of the amounts expended under each agreement
with Service Agents and the purposes for which the expenditures were made. In
addition, arrangements with Service Agents must be approved annually by a
majority of the Fund's Directors, including a majority of the Directors who are
not "interested persons" of the company as defined in the 1940 Act and have no
direct or indirect financial interest in such arrangements.

The Board of Directors has approved the arrangements with Service Agents
based on information provided by the Fund's service contractors that there is a
reasonable likelihood that the arrangements will benefit the Fund and its
shareholders by affording the Fund greater flexibility in connection with the
servicing of the accounts of the beneficial owners of its shares in an efficient
manner. Any material amendment to the Fund's arrangements with Service Agents
must be approved by a majority of the Fund's Board of Directors (including a
majority of the disinterested Directors). So long as the arrangements with
Service Agents are in effect, the selection and nomination of the members of the
Fund's Board of Directors who are not "interested persons" (as defined in the
1940 Act) of the Company will be committed to the discretion of such non-
interested Directors.

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Distribution Plan for the Service Class Shares of the Fund (the "Distribution
Plan"). The Distribution Plan permits the Fund to pay for certain distribution,
promotional and related expenses involved in the marketing of only the Service
Class Shares.

The Distribution Plan permits the Service Class Shares, pursuant to the
Distribution Agreement, to pay a monthly fee to the Distributor for its services
and expenses in distributing and promoting sales of the Service Class Shares.
These expenses include, among other things, preparing and distributing
advertisements, sales literature and prospectuses and reports used for sales
purposes, compensating sales and marketing personnel, and paying distribution
and maintenance fees to securities brokers and dealers who enter into agreements
with the Distributor. In addition, the Service Class Shares may make payments
directly to other unaffiliated parties, who either aid in the distribution of
their shares or provide services to the Class.

The maximum annual aggregate fee payable by the Fund under the Service and
Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares' average
daily net assets for the year. The Fund's Board of Directors may reduce this
amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such Class, the Board of Directors has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Service Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented the
Service Class. While the current fee which will be payable under the Service
Plan has been set at 0.25%, the Plan permits a full 0.75% on all assets to be
paid at any time following appropriate Board approval.

All of the distribution expenses incurred by the Distributor and others,
such as broker/dealers, in excess of the amount paid by the Service Class Shares
will be borne by such persons without any reimbursement from such classes.
Subject to seeking best price and execution, the Fund may, from time to time,
buy or sell portfolio securities from or to firms which receive payments under
the Plans. From time to time, the Distributor may pay additional amounts from
its own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.

The Plans, the Distribution Agreement and the form of dealer's and services
agreements have all been approved by the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plans or any related agreements, by vote cast in
person at a meeting duly called for the purpose of voting on the Plans and such
Agreements. Continuation of the Plans, the Distribution Agreement and the
related agreements must be approved annually by the Board of Directors in the
same manner, as specified above. The Sirach Portfolios Service Class Shares
have not been offered prior to the date of this Statement.

Each year the Directors must determine whether continuation of the Plans is
in the best interest of the shareholders of Service Class Shares and that there
is a reasonable likelihood of the Plans providing a benefit to the Class. The
Plans, the Distribution Agreement and the related agreements with any broker-
dealer or others relating to a Class may be terminated at any time without
penalty by a majority of those Directors who are not "interested persons" or by
a majority vote of the outstanding voting securities of the Class. Any
amendment materially increasing the maximum percentage payable under the Plans
must likewise be approved by a majority vote of the relevant Class' outstanding
voting securities, as well as by a majority vote of those Directors who are not
"interested persons." Also, any other material amendment to the Plans must be
approved by a majority vote of the Directors including a majority of the
Directors of the Fund having no interest in the Plans. In addition, in order
for the Plans to remain effective, the selection and nomination of Directors who
are not "interested persons" of the Fund must be effected by the Directors who
themselves are not "interested persons" and who have no direct or indirect
financial interest in the Plans. Persons

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<PAGE>

authorized to make payments under the Plans must provide written reports at
least quarterly to the Board of Directors for their review. The NASD has
adopted amendments to its Rules of Fair Practice relating to investment company
sales charges. The Fund and the Distributor intend to operate in compliance
with these rules.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and direct the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, a 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 Fund's practice to allocate brokerage
or effect principal transactions with dealers on the basis of sales of shares
which may be made through broker-dealer firms. However, the Adviser may place
portfolio orders with qualified broker-dealers who recommend the Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended, October 31, 1993, 1994 and 1995,
the entire Fund paid brokerage commissions of approximately $1,592,000,
$2,402,000 and $2,983,000, respectively.

Some securities considered for investment by the Portfolios may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of the Portfolios and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the
Portfolios and clients in a manner deemed fair and reasonable by the Adviser.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Adviser, and the results of such
allocations, are subject to periodic review by the Fund's Directors.

ADMINISTRATIVE SERVICES

As stated in each Prospectus, the Board of Directors of the Fund
approved a new Fund Administration Agreement between UAM Fund Services, Inc.,
a wholly owned subsidiary of UAM, and the Fund. The Fund's Directors also
approved a Mutual Fund Services Agreement between UAM Fund Services, Inc. and
Chase Global Funds Services Company. The services provided by UAM Fund
Services, Inc. and Chase Global Funds Services Company and the basis of the
fees payable by the Fund under the Fund Administration Agreement are
described in the Portfolios' Prospectus. Prior to [ ], Chase Global
Funds Services Company or its predecessor, Mutual Funds Service Company,
provided certain administrative services to the Fund under an Administration
Agreement between the Fund and U.S. Trust Company of New York. During the
fiscal year ended October 31, 1993, administrative services fees paid by the
Sirach Special Equity Portfolio totaled approximately $559,000. The basis of
the fees paid to Chase Global Fund Services Company's predecessor for the
1993 fiscal year was as follows: the Fund paid a monthly fee for its services
which on an annualized basis equaled 0.16 of 1% of the first $200 million of
the aggregate net assets of the Fund; plus 0.12 of 1% of the next $800
million of the aggregate net assets of the Fund; plus 0.06 of 1% of the
aggregate net assets in excess of $1 billion. The fees were allocated among
the Portfolios on the basis of their relative assets and were subject to a
graduated minimum fee schedule per Portfolio, which rose from $1,000 per
month upon inception of a Portfolio to $50,000 annually after two years.
During the fiscal years ended October 31, 1994 and October 31, 1995,
administrative services fees paid by the Sirach Special Equity Portfolio
totaled approximately $586,000 and $605,000, respectively. During the period
from December 1, 1993 to October 31, 1994 and during the fiscal year ended
October 31, 1995, administrative services fees paid by the Sirach Strategic
Balanced, Sirach Fixed Income, Sirach Growth and Sirach Short-Term Reserves
Portfolios totaled approximately $116,000 and $120,000, $27,000 and $60,000,
$95,000 and $111,000, and $29,000 and $57,000, respectively. For the Fund's
fiscal years 1994 and 1995, the Fund paid Chase Global Funds Services
Company, or its predecessor, Mutual Funds Services Company, a monthly fee for
its services which on an annualized basis equaled 0.20 of 1% of the first
$200 million of the aggregate net assets of the Fund; 0.12 of 1% of the next
$800 million of the aggregate net assets of the Fund; 0.08 of 1% of the
aggregate net assets in excess of $1 billion but less than $3 billion; and
0.06 of 1% of the aggregate net asset in excess of $3 billion the fees were
allocated among the Portfolios on the basis of their relative assets and were
subject to a graduated minimum fee schedule per Portfolio, which were from
$2,000 per month upon inception of a Portfolio to $70,000 annually after two
years.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Fund may from time to time quote various performance figures to
illustrate past performance of each class of the Fund's Portfolios.

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<PAGE>

Performance quotations by investment companies are subject to rules adopted
by the Commission, which require the use of standardized performance quotations
or, alternatively, that every non-standardized performance quotation furnished
by each class of the Fund be accompanied by certain standardized performance
information computed as required by the Commission. Total return quotations used
by each class of the Fund are based on the standardized methods of computing
performance mandated by the Commission. An explanation of those and other
methods used by each class of the Fund to compute or express performance
follows.

TOTAL RETURN

The average annual total return is determined by finding the average annual
compounded rates of return over 1, 5, and 10 year periods that would equate an
initial hypothetical $1,000 investment to its ending redeemable value. The
calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1, 5 and 10 year period and the deduction of all applicable Fund expenses
on an annual basis. Since Service Class Shares of the Sirach Strategic Balanced,
Growth and Special Equity Portfolios bear additional service and distribution
expenses, the average annual total return of the Service Class Shares of a
Portfolio will generally be lower than that of the Institutional Class Shares of
the same Portfolio.

The average annual total rates of return of the Institutional Class Shares
of the Sirach Special Equity Portfolio from inception and for the one and five
year periods ended on the date of the Financial Statements included herein and
the average annual total rates of return of the Institutional Class Shares of
the Sirach Fixed Income, Sirach Growth, Sirach Short-Term Reserves and Sirach
Strategic Balanced Portfolios from inception and for the one year period ended
on the date of the Financial Statements included herein are as follows:

<TABLE>
<CAPTION>
SINCE INCEPTION
THROUGH YEAR
ONE YEAR ENDED FIVE YEARS ENDED ENDED INCEPTION
OCTOBER 31, 1995 OCTOBER 31, 1995 OCTOBER 31, 1995 DATE
---------------- ---------------- ---------------- ---------
<S> <C> <C> <C> <C>
Sirach Special Equity Portfolio 25.31% 22.75% 15.73% 10/2/89
Sirach Fixed Income Portfolio 14.75% -- 5.00% 12/1/93
Sirach Growth Portfolio 19.33% -- 8.18% 12/1/93
Sirach Short-Term Reserves Portfolio 5.83% -- 4.73% 12/1/93
Sirach Strategic Balanced Portfolio 19.10% -- 7.14% 12/1/93
</TABLE>

These figures are calculated according to the following formula:

P (1 + T) TO THE POWER OF n = ERV
where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year periods at the end of the
1, 5, or 10 year periods (or fractional portion thereof).

Service Class Shares of the Sirach Strategic Balanced, Growth and Special
Equity Portfolios were not offered as of October 31, 1995. Accordingly, no
total return figures are available.

COMPARISONS

To help investors better evaluate how an investment in a Portfolio of the
Fund might satisfy their investment objective, advertisements regarding the Fund
may discuss various measures of Fund performance as reported by various
financial publications. Advertisements may also compare performance (as
calculated above) to performance as reported by other investments, indices and
averages. The following publications, indices and averages may be used:

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<PAGE>

(a) Dow Jones Composite Average or its component averages - an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.

(c) S&P Midcap 400 Index - consists of 400 domestic stocks chosen for
market size (medium market capitalization of $993 million as of
February 1995), liquidity and industry group representation. It
is a market-weighted index with each stock affecting the index in
proportion to its market value.

(d) The 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.

(e) Wilshire 5000 Equity Index or its component indices - represents
the return on the market value of all common equity securities
for which daily pricing is available. Comparisons of performance
assume reinvestment of dividends.

(f) 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 reinvestment of all distributions, exclusive of any
applicable sales charges.
(g) Morgan Stanley Capital International EAFE Index and World Index -
respectively, 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, and over
1,400 securities listed on the stock exchanges of these
continents, including North America.

(h) Goldman Sachs 100 Convertible Bond Index - currently includes 67
bonds and 33 preferred. The original list of names was generated
by screening for convertible issues of 100 million or greater in
market capitalization. The index is priced monthly.

(i) Salomon Brothers GNMA Index - includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.

(j) Salomon Brothers High Grade Corporate Bond Index - consists of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or greater.

(k) Salomon Brothers Broad Investment Grade Bond - is a
market-weighted index that contains approximately 4,700
individually priced investment grade corporate bonds rated BBB or
better, U.S. Treasury/agency issues and mortgage passthrough
securities.

(l) Lehman Brothers Government/Corporate Index - is an unmanaged
index composed of a combination of the Government and Corporate
Bond Indices. The Government Index includes public obligations of
the U.S. Treasury, issues of Government agencies, and corporate
debt backed by the U.S. Government. The Corporate Bond Index
includes fixed-rate nonconvertible corporate debt. Also included
are Yankee Bonds and nonconvertible debt issued by or guaranteed
by foreign or international governments and agencies. All issues
are investment grade (BBB) or higher, with maturities of at least
one year and outstanding par value of at least $100 million for
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

(m) Lehman Brothers LONG-TERM Treasury Bond - is composed of all
bonds covered by the Lehman Brothers Treasury Bond Index with
maturities of 10 years or greater.

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<PAGE>

(n) Lehman Brothers Intermediate Government/Corporate Index - is an
unmanaged index composed of a combination of the Government and
Corporate Bond Indices. All issues are investment grade (BBB) or
higher, with maturities of one to ten years and an outstanding
par value of at least $100 million for U.S. Government issues and
$25 million for others. The Government Index includes public
obligations of the U.S. Treasury, issues of Government agencies,
and corporate debt backed by the U.S. Government. The Corporate
Bond Index includes fixed-rate nonconvertible corporate debt.
Also included are Yankee Bonds and nonconvertible debt issued by
or guaranteed by foreign or international governments and
agencies. 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.

(o) Salomon Brothers 3-Month Treasury Bill Index - is a return
equivalent of yield averages of the last three 3-Month Treasury
Bill issues.

(p) NASDAQ Industrial Index - is composed of more than 3,000
industrial issues. It is a value-weighted index calculated on
price change only and does not include income.

(q) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.

(r) Russell 2000 - composed of the 2,000 smallest stocks in the
Russell 3000, a market value weighted index of the 3,000 largest
U.S. publicly-traded companies.

(s) Composite Indices - 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index
and 65% Salomon Brothers High Grade Bond Index; all stocks on the
NASDAQ system exclusive of those traded on an exchange, and 65%
Standard & Poor's 500 Stock Index and 35% Salomon Brothers High
Grade Bond Index.

(t) 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.

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

(v) 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.

(w) 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.

(x) 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.

(y) Savings and Loan Historical Interest Rates - as published in the
U.S. Savings & Loan League Fact Book.

(z) Lehman Brothers Aggregate Index - is a fixed income market value-
weighted index that combines the Lehman Brothers
Government/Corporate Index and the Lehman Brothers Mortgage-
Backed Securities Index. It includes fixed rate issues of
investment grade (BBB) or higher, with maturities of at least one
year and outstanding par values of at least $100 million for U.S.
Government issues and $25 million for others.

(aa) Historical data supplied by the research departments of First
Boston Corporation, the J.P. Morgan companies, Salomon Brothers,
Merrill Lynch, Pierce, Fenner & Smith, Lehman Brothers, Inc. and
Bloomberg L.P.

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<PAGE>

In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the Fund's
Portfolios, that the averages are generally unmanaged, and that the items
included in the calculations of such averages may not be identical to the
formula used by the Fund to calculate its performance. In addition, there can be
no assurance that the Fund will continue this performance as compared to such
other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to UAM Funds, Inc. The Fund's principal executive office is located at
One International Place, Boston, MA 02110; however, all investor correspondence
should be directed to the Fund at the UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The Fund's
Articles of Incorporation, as amended, authorize the Directors to issue
3,000,000,000 shares of common stock, $.001 par value. The Board of Directors
has the power to designate one or more series (Portfolios) or classes of common
stock and to classify or reclassify any unissued shares with respect to such
Portfolios, without further action by shareholders. Currently, the Fund is
offering shares of 31 Portfolios. The Directors of the Fund may create
additional Portfolios and classes of shares at a future date.

Both classes of shares of a Portfolio, when issued and paid for as
provided for in the Prospectuses, will be fully paid and nonassessable, have no
preference as to conversion, exchange, dividends, retirement or other features
and have no preemptive rights. The shares of the Fund have noncumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the Directors if they choose to do
so. A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held), then standing in his or her
name on the books of the Fund. Both Institutional Class and Service Class
Shares represent an interest in the same assets of a Portfolio and are identical
in all respects except that the Service Class Shares bear certain expenses
related to shareholder servicing and the distribution of such shares, and have
exclusive voting rights with respect to matters relating to such distribution
expenditures.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of a Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the Federal excise tax on undistributed income
and capital gains (see discussion under "Dividends, Capital Gains Distributions
and Taxes" in the Prospectuses). The amounts of any income dividends or capital
gains distributions cannot be predicted.

Any dividend or distribution paid shortly after the purchase of shares of a
Portfolio by an investor may have the effect of reducing the per share net asset
value of the Portfolio by the per share amount of the dividend or distribution.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the Prospectuses.

As set forth in the Prospectuses, unless the shareholder elects otherwise
in writing, all dividend and capital gains distributions are automatically
received in additional shares of a Portfolio at net asset value (as of the
business day following the record date). This will remain in effect until the
Fund is notified by the shareholder in writing at least three days prior to the
record date that either the Income Option (income dividends in cash and capital
gains distributions in additional shares at net asset value) or the Cash Option
(both income dividends and capital gains distributions in cash) has been
elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

Each Portfolio will be treated as a separate entity (and hence as a
separate "regulated investment company") for Federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for Federal income tax purposes) such gains against any
net capital losses of another Portfolio.

FEDERAL TAXES

In order for a Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), 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

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<PAGE>

foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies. In addition, gains realized on the
sale or other disposition of securities held for less than three months must be
limited to less than 30% of a Portfolio's annual gross income.

Each Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements of the Institutional Class Shares of the Sirach
Portfolios and the Financial Highlights for the respective periods presented,
which appear in the Portfolios' 1995 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also appearing
therein, are on the following pages.

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<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF RATINGS FOR CORPORATE BOND AND PREFERRED SECURITIES

Excerpts from Moody's Investor Service ("Moody's") description of its
highest bond ratings: Aaa - judged to be the highest quality; carry the smallest
degree of investment risk: Aa - judged to be of high quality by all standards; A
- - possess many favorable investment attributes and are to be considered as
higher medium grade obligations; Baa - considered as lower medium grade
obligations, i.e., they are neither highly protected nor poorly secured.

Excerpts from Standard & Poor's Corporation ("S&P") description of its
highest bond ratings: AAA - highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA - also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A - regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe; BBB
- - regarded as borderline between definitely sound obligations and those where
the speculative element begins to predominate; this group is the lowest which
qualifies for commercial bank investment.

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government and by various
instrumentalities which have been established or sponsored by the United States
Government.

U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by Federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

In the case of securities not backed by the full faith and credit of the
United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies which
are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association, are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed, to service its
debt. Debt from certain other agencies and instrumentalities, including the
Federal Home Loan Bank and Federal National Mortgage Association, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their debt securities are backed
only by the credit worthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority.

III. DESCRIPTION OF COMMERCIAL PAPER

Each Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or better by S&P or Prime-1 by Moody's or by S&P.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolios'
investment in variable amount master demand notes, the Adviser's investment

A-1

<PAGE>

management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.

Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) long-term senior
debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating assignment by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
completion and customer acceptance; (4) liquidity; (5) amount and quality of
long term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of issuer of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.

IV. DESCRIPTION OF BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolios are also able
to sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A bankers' 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. The borrower is liable for payment as well as the bank which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
the secondary markets prior to maturity.

V. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, the Fund's Portfolios may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies.

As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

Although the Fund will endeavor to achieve the most favorable execution
costs in its Portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable, the
non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.

A-2

<PAGE>

PART C

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)

POST-EFFECTIVE AMENDMENT NO. 37

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

"FINANCIAL HIGHLIGHTS" FOR THE PORTFOLIOS LISTED BELOW AND FOR THE
PERIOD FROM THE DATES INDICATED TO THE FISCAL YEAR ENDED OCTOBER 31,
1995 ARE INCORPORATED BY REFERENCE TO THE REGISTRANT'S POST-
EFFECTIVE AMENDMENT NO. 36:

Acadian International Equity Portfolio Institutional Class Shares
(March 29, 1993)
Acadian Emerging Markets Portfolio Institutional Class Shares (June
17, 1993)
C & B Balanced Portfolio Institutional Class Shares (December 29,
1989)
C & B Equity Portfolio Institutional Class Shares (May 15, 1990)
DSI Disciplined Value Portfolio Institutional Class Shares (December
12, 1989)
DSI Limited Maturity Bond Portfolio Institutional Class Shares
(December 18, 1989)
DSI Money Market Portfolio Institutional Class Shares (December 28,
1989)
FMA Small Company Portfolio Institutional Class Shares (July 31, 1991)
ICM Equity Portfolio Institutional Class Shares (October 1, 1993)
ICM Fixed Income Portfolio Institutional Class Shares (November 3,
1992)
ICM Small Company Portfolio Institutional Class Shares (April 19,
1989)
McKee U.S. Government Portfolio Institutional Class Shares (March 2,
1995)
McKee Domestic Equity Portfolio Institutional Class Shares (March 2,
1995)
McKee International Equity Portfolio Institutional Class Shares (May
26, 1994)
NWQ Balanced Portfolio Institutional Class Shares (August 2, 1994)
NWQ Value Equity Portfolio Institutional Class Shares (September 21,
1994)
Rice, Hall, James Small Cap Portfolio Institutional Class Shares (July
1, 1994)
Sirach Fixed Income Portfolio Institutional Class Shares (December 1,
1993)
Sirach Growth Portfolio Institutional Class Shares (December 1, 1993)
Sirach Short-Term Reserves Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Strategic Balanced Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Special Equity Portfolio Institutional Class Shares (October 2,
1989)
SAMI Preferred Stock Income Portfolio Institutional Class Shares (June
23, 1992)
Sterling Partners' Balanced Portfolio Institutional Class Shares
(March 15, 1991)
Sterling Partners' Equity Portfolio Institutional Class Shares (March
15, 1991)
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares (February 10, 1992)
TS&W Equity Portfolio Institutional Class Shares (July 17, 1992)
TS&W Fixed Income Portfolio Institutional Class Shares (July 17, 1992)
TS&W International Equity Portfolio Institutional Class Shares
(December 18, 1992)
<PAGE>

INCLUDED IN PART B :

INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUND,
EACH DATED OCTOBER 31, 1995, FILED ELECTRONICALLY PURSUANT TO
SECTION 30(b)(2) OF THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, (ACCESSION NUMBER: 0000950109-96-000061) ARE THE
FOLLOWING:

Acadian International Equity Portfolio Institutional Class Shares
Acadian Emerging Markets Portfolio Institutional Class Shares
C & B Balanced Portfolio Institutional Class Shares
C & B Equity Portfolio Institutional Class Shares
DSI Disciplined Value Portfolio Institutional Class Shares
DSI Limited Maturity Bond Portfolio Institutional Class Shares
DSI Money Market Portfolio Institutional Class Shares
FMA Small Company Portfolio Institutional Class Shares
ICM Equity Portfolio Institutional Class Shares
ICM Fixed Income Portfolio Institutional Class Shares
ICM Small Company Portfolio Institutional Class Shares
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Class Shares
NWQ Value Equity Portfolio Institutional Class Shares
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
Sirach Fixed Income Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Class Shares
Sirach Short-Term Reserves Portfolio Institutional Class Shares
Sirach Strategic Balanced Portfolio Institutional Class Shares
Sirach Special Equity Portfolio Institutional Class Shares
SAMI Preferred Stock Income Portfolio Institutional Class Shares
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares

The Financial Statements for the above-referenced Portfolios for the
time periods set forth in each Portfolio's Annual Report dated October 31, 1995
include:

(a) Statement of Net Assets as of October 31, 1995;

(b) Statement of Operations for the period ended October 31, 1995;

(d) Financial Highlights as of October 31, 1995;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.

<PAGE>
(b) 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: RS = original Registration
Statement on Form N-1A filed October 31, 1988; Pre EA = Pre-Effective
Amendment No. 1 filed March, 1989; PEA = Post-Effective Amendment
(pertinent numbers for each PEA are included after "PEA", e.g., PEA #3
means the third PEA under the Securities Act of 1933.)

INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):

1. Articles of Incorporation Filed herewith
A. Amendments Filed herewith

B. Articles Supplementary Filed herewith

2. By-Laws Pre EA

3. Voting Trust Agreement Not Applicable

4. Specimen of Securities PEA #1, PEA #2, PEA #12, PEA
#13, PEA #16, PEA #19, PEA
#21, PEA #24, PEA# 25, PEA#33,
Filed herewith

5. Investment Advisory Agreements RS, Pre EA, PEA #1, PEA #2,
PEA #5, PEA #7, PEA #12, PEA
#13, PEA #16, PEA #19, PEA
#21, PEA #24, PEA# 25, PEA#31,
PEA#33, Filed herewith

6. Distribution Agreement PEA #2

Form of Amended and Restated
Distribution Agreement between
RFI Distributors and The Regis
Fund, Inc. PEA #28

7. Directors' and Officers'
Contracts and Programs Not Applicable

8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA #2

9. Other Material Contracts
A. Fund Administration Agreement
with United States Trust
Company of New York (Chase Global
Funds Services Company) PEA #11

<PAGE>

10. Opinion and Consent of Counsel Pre EA

11. Other Opinions and Consents
A. Consent of Independent Accountants
with respect to 1995 Annual Reports
PEA #36

12. Other Financial Statements Not applicable

13. Agreements relating to Initial
Capital
A. Purchase Agreement Pre EA

14. Model Retirement Plans Not Applicable

15. 12b-1 Plans
A. Form of Distribution Plan PEA #28
B. Form of Selling Dealer Agreement PEA #28
C. Form of Shareholder Services Plan PEA #28
D. Form of Service Agreement
(12b-1 Plan) PEA #28
E. Form of Service Agreement
(Shareholder Services Plan) PEA #28

16. Performance Quotation Schedule PEA #5, PEA #8

18. Rule 18f-3 Multiple Class Plan PEA #36

24. Powers of Attorney PEA #5, PEA #8, PEA #35

27. Financial Data Schedules for the fiscal
year ended October 31, 1995 PEA #36

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Registrant is not controlled by or under common control with any person.

<PAGE>

ITEM 26. NUMBER OF HOLDERS OF SECURITIES (MARCH 29, 1996).
<TABLE>

<S> <C>
Acadian Emerging Markets Portfolio Institutional Class Shares . . . . . . . . . . . . . . 20
Acadian International Equity Portfolio Institutional Class Shares . . . . . . . . . . . . 6
C&B Balanced Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . 49
C&B Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . 136
DSI Disciplined Value Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 39
DSI Limited Maturity Bond Portfolio Institutional Class Shares. . . . . . . . . . . . . . 26
DSI Money Market Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . 35
FMA Small Company Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . 43
ICM Fixed Income Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . 30
ICM Small Company Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . 262
ICM Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . . 19
SAMI Preferred Stock Income Portfolio Institutional Class Shares. . . . . . . . . . . . . 8
Sirach Special Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 176
Sirach Strategic Balanced Portfolio Institutional Class Shares. . . . . . . . . . . . . . 74
Sirach Growth Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . 100
Sirach Fixed Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . 27
Sirach Short-Term Reserves Portfolio Institutional Class Shares . . . . . . . . . . . . . 32
Sterling Partners' Balanced Portfolio Institutional Class Shares. . . . . . . . . . . . . 144
Sterling Partners' Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . 90
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Class Shares . . . . . 64
TS&W Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . . . . 198
TS&W Fixed Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . . . 133
TS&W International Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . 327
McKee U.S. Government Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 12
McKee Domestic Equity Portfolio Institutional Class Shares. . . . . . . . . . . . . . . . 13
McKee International Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . 35
NWQ Balanced Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . . . 14
NWQ Balanced Portfolio Institutional Service Class Shares . . . . . . . . . . . . . . . . 6
NWQ Value Equity Portfolio Institutional Class Shares . . . . . . . . . . . . . . . . . . 12
Rice, Hall, James Small Cap Portfolio Institutional Class Shares. . . . . . . . . . . . . 111
Enhanced Monthly Income Portfolio Institutional Class Shares. . . . . . . . . . . . . . . 5
NWQ Value Equity Portfolio Institutional Service Class Shares (*) . . . . . . . . . . . . 0
Sirach Special Equity Portfolio Institutional Service Class Shares (*). . . . . . . . . . 0
Sirach Strategic Balanced Portfolio Institutional Service Class Shares (*). . . . . . . . 0
Sirach Growth Portfolio Institutional Service Class Shares (*). . . . . . . . . . . . . . 0
Sterling Partners' Balanced Portfolio Institutional Service Class Shares(*) . . . . . . . 0
Sterling Partners' Equity Portfolio Institutional Service Class Shares(*) . . . . . . . . 0
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Service Class Shares(*) 0
AEW Commercial Mortgage-Backed Securities Portfolio Institutional Class Shares (*). . . . 0
HJMC Equity Portfolio Institutional Class Shares (*). . . . . . . . . . . . . . . . . . . 0

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,246
</TABLE>

(*) Portfolio has been authorized for sale of shares but has yet to begin
operations.
<PAGE>

ITEM 27. INDEMNIFICATION

Reference is made to Article NINTH of the Registrant's Articles of
Incorporation, which was filed as Exhibit No. 1 to the Registrant's initial
registration statement. 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.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

Reference is made to the captions "Investment Adviser" and "Administrative
Services" in the Prospectuses constituting Part A of this Registration Statement
and "Management of the Fund" and "Investment Adviser" in Part B of this
Registration Statement.

Acadian Asset Management, Inc.

Listed below are the executive officers and directors of Acadian Asset
Management, Inc. ("AAM"). The business address of AAM is Two International
Place - 26th Floor, Boston, Massachusetts 02110. No officer or director of AAM
has any other affiliation with the Registrant.

Dr. Gary L. Bergstrom, President and Director
Ronald D. Frashure, Executive Vice President and Director
John R. Chisholm, Senior Vice President
Stella M. Hammond, Senior Vice President
Churchill G. Franklin, Senior Vice President
Richard O. Michaud, Senior Vice President
Matthew V. Pierce, Senior Vice President
James W. Graves, Senior Vice President

Cooke & Bieler, Inc.

Listed below are the executive officers and directors of Cooke & Bieler,
Inc. ("C&B"). The business address of C&B is 1700 Market Street, Philadelphia,
Pennsylvania 19103. No officer or Director of C&B has any other affiliation with
the Registrant.

James C. A. McClennon, Partner and Director
Robert B. Arthur, Partner and Director
Walter W. Grant, Partner and Director
Charles E. Haldeman, Partner and Director
John J. Medveckis, Partner and Director
Russell G. Redenbaug, Partner and Director

<PAGE>

Cooke & Bieler, Inc. (continued)
Ronald D. Henrikisen, Director
Robert R. Glauber, Director
R. James O'Neil, Vice President
Bruce A. Smith, Vice President
Peter A. Thompson, Vice President
Kermit S. Eck, Vice President
Michael M. Meyer, Vice President

Dewey Square Investors Corporation

Listed below are the executive officers and directors of Dewey Square
Investors Corporation ("DSI"). The business address of DSI is One Financial
Center, Boston, Massachusetts 02111. Mr. Whitman is a director of the
Registrant. No other officer or director of DSI has any other affiliation with
the Registrant.

Peter M. Whitman, Jr., President
Ronald L. McCullough, Vice President
G.A. David Gray, Vice President
Eva S. Dewitz, Vice President
Marilyn R. Stegner, Secretary and Treasurer

Fiduciary Management Associates, Inc.

Listed below are the executive officers and directors of Fiduciary
Management Associates, Inc. ("FMA"). The business address of FMA is 55 West
Monroe Street, Suite No. 2550, Chicago, Illinois 60603. No officer or director
of FMA has any other affiliation with the Registrant.

Robert F. Carr III, Director, Chairman and Secretary
Patricia A. Falkowski, President & Chief Investment Officer
Robert W. Thornburgh, Jr., Executive Vice President and Treasurer
Philip E. Arnold, Chairman of Executive Committee
Lloyd J. Spicer, Senior Vice President
Albert W. Gustafson, Senior Vice President

Investment Counselors of Maryland, Inc.

Listed below are the executive officers and directors of Investment
Counselors of Maryland, Inc. ("ICM"). The business address of ICM is 803
Cathedral Street, Baltimore, Maryland 21201. No officer or director of ICM has
any other affiliation with the Registrant.

Craig Lewis, Principal and Director
Linda W. McCleary, Principal and Director
Robert D. McDorman, Jr., Principal and Director
Stephen T. Scott, Principal and Director
David E. Nelson, Principal and Director
Paul L. Borssuck, Principal
Charles W. Neuhauser, Senior Vice President
Daniel O. Shackelford, Senior Vice President
Robert F. Boyd, Executive Vice President

C.S. McKee & Company, Inc.

Listed below are the executive officers and directors of C.S. McKee &
Company, Inc. ("C.S. McKee"). The business address of C.S. McKee is One Gateway
Center, Pittsburgh, Pennsylvania 15222. No officer or director of C.S. McKee
has any other affiliation with the Registrant.

<PAGE>
Charles E. Jacobs, Chairman
James H. Hanes, President and Director
Joseph F. Bonomo, Jr., Senior Vice President
Walter C. Bean, Senior Vice President
William J. Andrews, Vice President
Kathryn J. Murin, Senior Vice President
Joseph A. Murvar, Portfolio Manager
Malcolm G. Nimick, Portfolio Manager
Norman S. Allan, Senior Vice President
Bradford J. Hanes, Assistant Vice President
Lloyd F. Stamy, Jr., Senior Vice President
William Vescio, Vice President
Susan A. Darragh, Treasurer

NWQ Investment Management Company

Listed below are the executive officers and directors of NWQ Investment
Management Company, Inc. ("NWQ"). The business address of NWQ is 655 South Hope
Street, 11th Floor, Los Angeles, California 90017. No officer or director of
NWQ has any other affiliation with the Registrant.

David A. Polak, President and Director
Edward C. Friedel, Jr., Director and Managing Director
James P. Owen, Managing Director
James H. Galbreath, Director and Managing Director
Mary-Gene Slaven, Clerk, CFO, COO and Managing Director
Michael C. Mendez, Managing Director
Phyllis G. Thomas, Managing Director
Paul R. Guastamacchio, Vice President and Portfolio Manager
Martin Pollack, Vice President and Portfolio Manager
Thomas J. Laird, Vice President and Portfolio Manager
Justin T. Clifford, Vice President
Jeffrey M. Cohen, Vice President and Portfolio Manager
Karen S. McCue, Vice President and Director of Institutional Marketing
Ronald R. Sternal, Vice President
Ronald R. Halverson, Vice President
Kathy Seraff, Vice President

<PAGE>
Rice, Hall, James & Associates

Listed below are the executive officers and directors of Rice, Hall, James
& Associates ("RHJ"). The business address of RHJ is 600 West Broadway, Suite
1000, San Diego, California 92101. No officer or director of RHJ has any other
affiliation with the Registrant.

Walter H. Beck, Director and Senior Vice President
Hubert M. Collins, Vice President and Portfolio Manager
Charles G. King, Vice President and Portfolio Manager
Thomas W. McDowell, Director, President and Portfolio Manager
Gary S. Rice, Vice President and Portfolio Manager
David P. Tessmer, Director, Vice President and Portfolio Manager
Timothy A. Todaro, Vice President and Portfolio Manager
Samuel R. Trozzo, Chairman and Chief Executive Officer
Mitchell S. Little, Vice President
Michelle P. Connell, Vice President and Portfolio Manager
James Dickinson, Vice President and Portfolio Manager

Sirach Capital Management, Inc.

Listed below are the executive officers and directors of Sirach Capital
Management, Inc. ("Sirach"). The business address of Sirach is 3323 One Union
Square, 600 University Street, Seattle, Washington 98101. No officer or director
of Sirach has any other affiliation with the Registrant.

Harvey G. Bateman, Treasurer and Director
Barry E. Fetterman, Secretary and Director
Thomas Gillespie, Vice President and Director
George B. Kauffman, Chairman of the Board and Director
William B. Sanders, President and Director

Spectrum Asset Management, Inc.

Listed below are the executive officers and directors of Spectrum Asset
Management, Inc. ("SAMI"). The business address of SAMI is 4 High Ridge Park,
Stamford, Connecticut 06905. No officer or director of SAMI has any other
affiliation with the Registrant.

Scott T. Fleming, Chairman of the Board and Chief Financial Officer
Bernard M. Sussman, Senior Vice President
L. Phillip Jacoby, IV, Vice President - Portfolio Management
Margaret S. Gilliland, Vice President
Patrick G. Hurley, Hedge Manager
<PAGE>

Sterling Capital Management Company

Listed below are the executive officers and directors of Sterling Capital
Management Company ("Sterling"). The business address of Sterling is One First
Union Center, 301 S. College Street, Suite 3200, Charlotte, NC 28246. No officer
or director of Sterling has any other affiliation with the Registrant.

W. Olin Nisbet, III, Chairman and Chief Executive Officer
Mark W. Whalen, President
David M. Ralston, Chief Investment Officer
J. Calvin Rivers, Executive Vice President
Harry F. Wolfe, Jr., Senior Vice President
Alexander W. McAlister, Senior Vice President
James R. Norris, Senior Vice President
Brian R. Walton, Senior Vice President
Eduardo A. Brea, Vice President
Mary D. Chaney, Vice President and Secretary/Treasurer
Rebecca G. Douglass, Vice President
Mary Weeks Frutain, Vice President
Esther L. Glenn Vice President

Thompson, Siegel & Walmsley, Inc.

Listed below are the executive officers and directors of Thompson, Siegel
and Walmsley, Inc. ("TS&W"). The business address of TS&W is 5000 Monument
Avenue, Richmond, Virginia 23230. No officer or director of TS&W has any other
affiliation with the Registrant.

John T. Siegel, President, Treasurer and Director
Matthew G. Thompson, Senior Vice President and Director
S. Pierce Walmsley, IV, Senior Vice President and Director
Kathleen M. Blanton, Vice President
Lori N. Anderson, Vice President
Charles A. Gomer, III, Vice President
Paul A. Ferwerda, Vice President
Peter D. Hartman, Vice President
G.D. Rothenberg, Vice President
Horace P. Whitworth, II, Vice President and Secretary
Elizabeth Cabell Jennings, Vice President
Alan C. Ashworth, Vice President

AAM, C&B, DSI, FMA, ICM, C.S. McKee, NWQ, RHJ, Sirach, SAMI, Sterling and
TS&W are each wholly-owned affiliates of United Asset Management Corporation
("UAM"), a Delaware corporation acquiring and owning firms engaged primarily in
institutional investment management.

<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS

(a) UAM Fund Distributors, Inc., the firm which acts as sole distributor
of the Registrant's shares, also acts as distributor for UAM Funds
Trust (formerly The Regis Fund II).

(b) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 3(a) under the
Investment Company Act of 1940, as amended (the "1940 Act") and rules
promulgated thereunder will be maintained in the physical possession of the
Registrant, the Registrant's Advisers, the Registrant's Transfer and
Administrative Agent (Chase Global Funds Services Company, 73 Tremont Street,
Boston, Massachusetts 02108) and the Registrant's Custodian Bank (The Bank of
New York, 48 Wall Street, New York, New York 10286.)

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Not applicable

(b) (i) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Sirach Equity Portfolio Institutional Class Shares and Sirach Equity
Portfolio Institutional Service Class Shares within four to six months of the
effective date of such Class of Shares.

(ii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Enhanced Monthly Income Portfolio Institutional Class Shares within four
to six months of the commencement of operations of the Portfolio.

(iii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the DSI Balanced Portfolio Institutional Class Shares within four to six
months of the commencement of operations of the Portfolio.

(iv) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Institutional Service Class Shares of the DSI Disciplined Value
Portfolio; Sirach Strategic Balanced, Sirach Growth and Sirach Special Equity
Portfolios; Sterling Partners' Balanced, Sterling Partners' Equity and Sterling
Partners' Short-Term Fixed Income Portfolios and NWQ Balanced and NWQ Value
Equity Portfolios within four to six months of the commencement of operations of
such Class of Shares.

(v) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the AEW Commercial Mortgage-Backed Securities Portfolio within four to six
months of the commencement of operations of such Portfolio.

(vi) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the HJMC Equity Portfolio Institutional Class Shares within four to six
months of the commencement of operations of the Portfolio.

(vii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be certified,
for the Cambiar Anticipation Portfolio Institutional Class Shares within four to
six months of the commencement of operations of the Portfolio.

(c) Registrant undertakes to comply with the provisions of Section
16(c) of the 1940 Act in regard to shareholders' rights to call a meeting of
shareholders for the purpose of voting on the removal of Directors and to assist
in

<PAGE>

shareholder communications in such matters, to the extent required by law.
Specifically, the Registrant will, if requested to do so by the holders of at
least 10% of the Registrant's outstanding shares, call a meeting of shareholders
for the purpose of voting upon the question of the removal of a Director and the
Registrant will assist in shareholder communications as required by Section
16(c) of the 1940 Act.

(d) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

<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 12th day of April, 1996.

UAM FUNDS, INC.

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

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 date indicated:

<S> <C>
* , Chairman and President April 12, 1996
- ----------------------
Norton H. Reamer

* , Director April 12, 1996
- ----------------------
Mary Rudie Barneby

* , Director April 12, 1996
- ----------------------
John T. Bennett, Jr.

* , Director April 12, 1996
- ----------------------
J. Edward Day

* , Director April 12, 1996
- ----------------------
Philip D. English

* , Director April 12, 1996
- ----------------------
William A. Humenuk

* , Director April 12, 1996
- ----------------------
Peter M. Whitman, Jr.

/s/ Robert R. Flaherty, Treasurer and Principal April 12, 1996
- ---------------------- Financial and Accounting Officer
Robert R. Flaherty

/s/ Karl O. Hartmann April 12, 1996
- ----------------------
* Karl O. Hartmann
(Attorney-in-Fact)

</TABLE>

<PAGE>
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)

FILE NOS. 811-5683/33-25355

POST-EFFECTIVE AMENDMENT #37

EXHIBIT INDEX

Exhibit No. Description
----------- -----------
1 Articles of Incorporation
1(A) Articles of Amendment to the
Articles of Incorporation

1(B) Articles Supplementary

4 Certificate Specimen

5 Investment Advisory Agreement

<PAGE>

ICM FUND, INC.

ARTICLES OF INCORPORATION

FIRST: I, THE UNDERSIGNED, Paul F. Gallagher, whose post office address is
1300 Morris Drive, Wayne, Pennsylvania 19482, being at least twenty-one years of
age, do under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, associate myself as incorporator with
the intention of forming a corporation (hereinafter called the "Corporation").

SECOND: The name of the Corporation is the ICM Fund, Inc.

THIRD: The purpose for which the Corporation is formed is to act as an
open-end diversified management investment company under the Federal Investment
Company Act of 1940 as then in effect and the Rules and Regulations from time to
time promulgated and effective thereunder (referred to herein collectively as
the "Investment Company Act of 1940") and to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force.

FOURTH: The post office address of the principal office of the Corporation
in this Sate is c/o Joseph M. Roulhac, Smith, Somerville & Case, 1700 One
Charles Center, Baltimore, Maryland 21201. The name of the resident agent in
this State is Joseph M. Roulhac, a citizen of this State who resides in this
State, and the post office address of the resident agent is Smith, Somerville &
Case, 1700 One Charles Center, Baltimore, Maryland 21201.

FIFTH: The total number of shares of stock which the Corporation shall have
authority to issue is 1,000,000,000 shares of stock, with a par value of one-
tenth of one cent ($.001) per share to be known and designated as Common Stock,
such shares of Common Stock having an aggregate par value of $1,000,000.

Subject to the provisions of these Articles of Incorporation, the Board of
Directors shall have the power to issue shares of Common Stock of the
Corporation from time to time, at prices not less than the net asset value or
par value thereof, whichever is greater, for such consideration as may be fixed
from time to time pursuant to the direction of the Board of Directors. All stock
shall be issued on a non-assessable basis.

Pursuant to Section 2-105 of Maryland General Corporation Law, the Board
of Directors of the Corporation shall have the power to designate one or more
classes of shares of Common Stock, to fix the number of shares in any such
class and to classify or reclassify any unissued shares with respect to such
class. Any such class (subject to any applicable rule, regulation or order of
the Securities and Exchange Commission or other applicable law or
regulation) shall have such preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, terms and
conditions of redemption and other characteristics as the Board may determine
in the absence of contrary determination set forth herein. The aforesaid
power shall include the power to create, by classifying or reclassifying
unissued shares in the aforesaid power, the Board of Directors has initially
designated four classes of shares of Common Stock of the corporation. The
names of such classes and the number of shares of Common Stock initially
classified and allocated to these classes are as follows:

Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
-------------- ----------------------------------
Fixed Income Portfolio . . . . . . . . . . . . . . 250,000,000
Equity Portfolio . . . . . . . . . . . . . . . . . 250,000,000
Small Company Portfolio. . . . . . . . . . . . . . 250,000,000
Balanced Portfolio . . . . . . . . . . . . . . . . 250,000,000

At any time when there are no shares outstanding or subscribed for a
particular class previously established and designated herein by the Board of
Directors, the class may be liquidated by similar means. Each share of a
class shall have equal rights with each other share of that class with
respect to the assets of the Corporation pertaining to that class. The
dividends payable to the holders of any class (subject to applicable rule,
regulation or order of the Securities and Exchange Commission or any other
applicable law or regulation) shall be determined by the Board and need not
be individually declared, but may be declared and paid in accordance with a
formula adopted by the Board. Except as otherwise provided herein, all
references in these Articles of Incorporation to Common Stock or class of
stock shall apply without discrimination to the shares of each class of stock.

The holder of each share of stock of the Corporation shall be entitled to
one vote for each full share, and a fractional vote for each factional share of
stock then standing in his or her name on the books of the Corporation. On any
matter submitted to a vote of stockholders, all shares of the Corporation then
issued and outstanding and entitled to vote, irrespective of the class, shall be
voted in the aggregate and not by class

1
<PAGE>

except (1) when otherwise expressly provided by the Maryland General Corporation
Law;(2) when required by the Investment Company Act of 1940, as amended, shares
shall be voted by individual class; or (3) when the matter does not affect any
interest of a particular class, then only stockholders of such other class or
classes whose interests may be affected shall be entitled to vote hereon.
Holders of shares of stock of the Corporation shall not be entitled to
cumulative voting in the election of Directors or on any other matter.

Each class of stock of the Corporation shall have the following powers,
preferences and participating, voting, or other special rights and the
qualifications, restrictions, and limitations thereof shall be as follows:

1. All consideration received by the Corporation for the issue or sale of
stock of each class, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to the class
of shares of stock with respect to which such assets, payments or funds were
received by the Corporation for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of the Corporation.
Such assets, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof and any assets
derived from any reinvestment of such proceeds, in whatever form the same may
be, are herein referred to as "assets belonging to" such class.

2. The Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock; provided,
such dividends or distributions on shares of any class of stock shall be paid
only out of earnings, surplus, or other lawfully available assets belonging to
such class. Subject to the foregoing proviso, the amount of any dividends or
distributions and the payment thereof shall be wholly in the discretion of the
Board of Directors.

3. The Board of Directors shall have the power in its discretion to
distribute in any fiscal year as dividends, including dividends designated in
whole or in part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended, or any successor or comparable statute thereof, and regulations
promulgated thereunder (collectively, the "IRC"), and to avoid liability for the
Corporation for Federal income tax in respect of that year and to make other
appropriate adjustments in connection therewith.

4. In the event of the liquidation or dissolution of the Corporation,
stockholders of each class shall be entitled to receive, as a class, out of
the assets of the Corporation available for distribution to stockholders, but
other than general assets, the assets belonging to such class, and the assets
so distributable to the stockholders of any class shall be distributed among
such stockholders in proportion to the number of shares of such class held by
them and recorded on the books of the Corporation. In the event that there
are any general assets not belonging to any particular class of stock and
available for distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the net asset value of the respective
class determined as hereinafter provided.

5. The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation, in proportion to the net asset
value of the respective class determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the allocation of
the same as to a given class, and as to whether the same or general assets of
the Corporation are allocable to one or more classes.

The Board of Directors may provide for a holder of any class of stock of
the Corporation, who surrenders his certificate in good form for transfer to the
Corporation or, if the shares in question are not represented by certificates,
who complies with procedures established from time to time by the Board of
Directors.

The holders of the shares of Common Stock or other securities of the
Corporation shall have no preemptive rights to subscribe to new or additional
shares of its Common Stock or other securities.

SIXTH: The number of directors of the Corporation shall be five (5)
provided, however, that the number of Directors may be increased or decreased in
accordance with the By-Laws so long as the number is never less than three. The
names of the directors who shall act until the first annual meeting or until
their successors are duly chosen and qualify are: Robert B. Russell, II, Robert
D. McDorman, Craig Lewis, Philip D. English, and J. Edward Day.

SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation:

1. The Board shall have power to fix an initial offering price for the
shares of any class which shall yield to the Corporation not less than the
par value thereof, at which price the shares of the Common Stock of the
Corporation shall be offered for sale, and to determine from time to time
thereafter the offering price which shall yield to the Corporation not less
than the par value thereof from sales of the shares of its Common Stock
provided, however, that no shares of the Common Stock of the Corporation
shall be issued or sold for a

<PAGE>

consideration which shall yield to the Corporation less than the net asset value
of such class determined in such manner and at such times as may be approved
from time to time by the Board of Directors.

For the purpose of these Articles of Incorporation, a "national financial
emergency" is defined as the whole or any part of any period (i) during which
the New York Stock Exchange is closed other than customary weekend and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which disposal
by the Corporation of securities owned by such class is not reasonably
practicable or it is not reasonably practicable for the Corporation fairly to
determine the value of the net assets of such class, or (iv) during any other
period when the Securities and Exchange Commission (or any succeeding
governmental authority) may for the protection of security holders of the
Corporation by order permit suspension of the right of redemption or
postponement of the date of payment on redemption. The Board of Directors may,
in its discretion declare the suspension relating to a national financial
emergency shall terminate as the case may be on the first business day on which
said Stock Exchange shall have opened or the period specified in (ii) or (iii)
shall have expired as to which in the absence of an official ruling by said
Commission or succeeding authority, the determination of the Board of Directors
shall be conclusive.

2. To the extent permitted by law, subject to the right of the Board of
Directors to suspend the right of redemption of shares of Common Stock of the
Corporation or postpone the date of such redemption in accordance with
applicable provisions of law, including without limitation, in the case of a
national financial emergency, the Corporation shall redeem shares of its Common
Stock from its stockholders upon request of the holder thereof received by the
Corporation or its designated agent during business hours of any business day,
provided that such request must be accompanied by surrender of outstanding
certificate or certificates for such shares in form for transfer and insofar as
it may relate to shares for which no certificate has been issued shall be in
accordance with such procedures as may be established from time to time by the
Board of Directors, together with such proof of the authenticity of signatures
as may reasonably be required with respect to such shares (or, on such request
in the event no certificate is outstanding) by, or pursuant to the direction of
the Board of Directors of the Corporation, and accompanied by proper stock
transfer stamps. Shares redeemed upon any such request shall be purchased by
the Corporation at the net asset value of such shares determined in the manner
provided in Paragraph (1) of this Article SEVENTH at the time specified in the
Corporation's then current prospectus.

Payments for share of its Common Stock so redeemed by the Corporation shall
be made only from assets of the applicable class lawfully available therefor and
out of such assets. Payment shall be in cash, except payment for such shares
may, at the option of the Board of Directors, or such officer or officers as
they may duly authorize for the purpose in their complete discretion, be made
from the assets of that class in kind or partially in cash and partially in
kind. In case of any payment in kind the Board of Directors, or its delegate,
shall have absolute discretion as to what security or securities constituting
assets belonging to such class shall be distributed in kind and the amount if
the same; and the securities shall be valued for purpose of distribution at the
value at which they were appraised in computing the current net asset value of
the class of the Corporation's shares.

Payments for shares of its Common Stock so redeemed by the Corporation
shall be made by the Corporation as provided in the Corporation's then
current prospectus within seven days after the date which the request for
redemption of such shares has been received in good order by the Corporation
or its designated agent; provided, however, that if payment shall be made by
delivery of assets of the Corporation, as provided above, any securities to
be delivered as part of such payment shall be delivered as promptly as any
necessary transfers of such securities on the books of the several issuers
whose securities are to be delivered may be made, but not necessarily within
such seven day period.

3. The Board of Directors, may from time to time, without the vote or
consent of stockholders, establish standards with respect to the minimum net
asset value of a stockholder account or minimum investment which may be made by
a stockholder. The Board of Directors may authorize the closing of those
stockholder accounts not meeting a specified minimum of net asset value by
redeeming all of the shares in such accounts.

EIGHTH: The Corporation is expressly empowered as follows:

1. The Corporation may enter into a written contract or contracts with any
person, including any firm, corporation, trust or association in which any
officer, other employee, director or stockholder of the Corporation may be
interested, providing for the delegation of the management of all of the
Corporation's securities portfolio and also for the delegation of the
performance of administrative corporate functions subject always to the
direction of the Board of Directors. The compensation payable by the
Corporation under such contracts shall be such as is deemed fair and equitable
to both parties by the Board of Directors. Each such contract shall in all
respects be consistent with and subject to the requirements of the Investment
Company Act of 1940

3
<PAGE>

as then in effect and regulations of the Securities and Exchange Commission (or
any succeeding governmental authority) promulgated thereunder.

2. The Corporation may appoint one or more distributors or agents or
both for the sale of the shares of the Corporation, may directly or
indirectly compensate such person or persons for the sale of such shares and
may enter into such contract or contracts with such person or persons as the
Board of Directors of the Corporation in its discretion may deem reasonable
and proper.

3. The Corporation may employ such custodian or custodians for the
safekeeping of the property of the Corporation and its shares, such dividends
disbursing agent or agents, and such transfer agent or agents and registrar or
registrars for its shares, and may make and perform such contracts for the
aforesaid purposes as in the opinion of the Board of Directors of the
Corporation may be reasonable, necessary, or proper for the conduct of the
affairs of the Corporation, and may pay the fees and disbursements of such
custodians, dividend disbursing agent, transfer agents, and registrars out of
the income and/or any other property of the Corporation.

Notwithstanding any other provisions of these Articles of Incorporation or
the By-Laws of the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to or to be acquired and held
in the name of the Corporation of nominee or nominees of such custodian
satisfactory to the Board of Directors.

4. All contracts entered into pursuant to subsections (a), (b), and (c),
of this Article EIGHTH shall in all respects be consistent with and subject to
the requirements of the Investment Company Act of 1940 as then in effect and
regulations of the Securities and Exchange Commission promulgated thereunder.

5. The same person, partnership (general or limited), association
trust or corporation may be employed in any multiple capacity under
subsection (a), (b) and (c) of this Artcle EIGHTH and may receive
compensation from the Corporation in as many capacities as such person,
partnership (general or limited), association, trust or corporation shall
serve the Corporation. The same person may be financially interested in or
otherwise affiliated with persons who are parties to any or all of the
contracts entered into by the Corporation pursuant to this Artcle EIGHTH.
Any contract entered into pursuant to this Article EIGHTH may be made with
any person even though an officer, other employee, director or stockholder of
the Corporation may be such other person or may have an interest in such
other person. No contract entered into by the Corporation with any other
party pursuant to this Article EIGHTH shall be invalidated or rendered
voidable because any officer, other employee, director stockholder of the
Corporation is such other party or has an interest in such other party. No
person having an interest in such other party shall be liable merely by
reason of such interest for any loss or expense to the Corporation under or
by reason of said contract or accountable for any profit realized directly
therefrom, provided that all provisions of applicable laws were complied with
when the Corporation entered into the contract.

NINTH: 1. A director or officer of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except to the extent such exemption from
liability or limitation thereof is not permitted by law (including the
Investment Company Act of 1940) as currently in effect or as the same may
hereafter be amended.

No amendment, modification or repeal of this Section 1 shall adversely
affect any right or protection of a director or officer that exists at the
time of such amendment, modification or repeal.

2. The Corporation shall indemnify to the fullest extent permitted by
law (including the Investment Company Act of 1940) as currently in effect or
as the same may hereafter be amended, any person made or threatened to be
made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or
such person's testator or intestate is or was a director or officer of the
Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer. To the fullest extent permitted by law
(including the Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended, expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or reimbursed by
the Corporation promptly upon receipt by it of an undertaking of such person
to repay such expenses if it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation. The rights provided to
any person in this Section 2 shall be enforceable against the Corporation by
such person who shall be presumed to have relied upon it serving or
continuing to serve as a director or officer as provided above. No amendment
of this Section 2 shall impair the rights of any person arising at any time
with respect to events occurring prior to such amendment. For purposes of
this Section 2, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidated merger; the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the request of the Corporation"
shall include service as a director or officer of the Corporation which
imposes duties on, or involves services by, such director or

4
<PAGE>

officer with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the best interests of the
Corporation. The provisions of this Section 2 shall be in addition to the other
provisions of this Article NINTH.

3. Nothing in this Article protects or purports to protect, any director
or officer against any liability to the Corporation or its security holders to
which he or she would otherwise be subject by reason of willful malfeasance, bad
faith, gross negligence or reckless disregard of the dutues involved in the
conduct of his or her office.

4. Each section or portion thereof of this Artcle shall be deemed
severable from the remainder, and the invalidity of any such section or portion
shall not affect the validity of the remainder of this Article.

TENTH: In furtherance, and not in limitation, of the powers conferred by
the laws of the State of Maryland, the Board of Directors is expressly
authorized:

1. To make, alter or repeal the By-Laws of the Corporation.

2. From time to time to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of the Corporation, or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Board of Directors or of the
stockholders.

3. Without the assent or vote of the stockholders, to authorize and issue
obligations of the Corporation, secured and unsecured, as the Board of Directors
may determine, and to authorize and cause to be executed mortgages and liens
upon the property of the Corporation, real or personal but only to the extent
permitted by the fundamental policies of the Corporation recited in its
registration statement filed pursuant to the Investment Company Act of 1940.

4. In addition to the powers and authorities granted herein and by statue
expressly conferred upon it, the Board of Directors is authorized to exercise
all such powers and do all acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland law, of these
Articles of Incorporation, and of the By-Laws of the Corporation.

ELEVENTH: The Corporation acknowledges that it has obtained its
corporate name by consent of the Investment Counselors of Maryland, Inc.,
having an office at 803 Cathedral St., Baltimore, Maryland, which consent was
given in reliance and upon the provisions hereafter contained in this Article
ELEVENTH. The Corporation agrees that if the Investment Counselors of
Maryland, Inc., should cease to be the investment adviser of the Corporation,
the Corporation will, upon written demand of the Investment Counselors of
Maryland, Inc., forthwith (a) for a period of two years after such written
demand, state in all prospectuses, advertising material, letterheads and
other material designed to be read by investors or prospective investors, in
a prominent position and in prominent type (as may be reasonably approved by
the Investment Counselors of Maryland, Inc.) that the Investment Counselors
of Maryland, Inc., no longer serves as the investment adviser of the
Corporation, and (b) delete from its name the words Investment Counselors of
Maryland, Inc., or any approximation thereof. The Corporation further agrees
that Investment Counselors of Maryland, Inc., may permit other persons,
partnerships (general or limited), associations, trusts, corporations or
other incorporated or unincorporated groups of persons, including without
limitation any investment company or companies of any type which may be
initially sponsored or organized by the Investment Counselors of Maryland,
Inc., in the future, to use the words Investment Counselors of Maryland, Inc.,
or any approximation thereof as part of their names. As used herein,
Investment Counselors of Maryland, Inc., shall include any successor
corporation, partnership, limited partnership, trust or person.

TWELFTH: The books of the Corporation may be kept (subject to any
provisions contained in applicable statutes) outside the State of Maryland at
such place or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation. Election of directors need not
be by ballot unless the By-Laws of the Corporation shall so provide.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

FOURTEENTH: Notwithstanding any provision of Maryland law requiring more
than a majority vote of the Common Stock, or any class thereof, in connection
with any corporation action (including, but not limited to, the amendment of
these Articles of Incorporation), unless otherwise provided in these Articles
of Incorporation the Corporation may take or authorize such action upon the
favorable vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote thereon.

<PAGE>

FIFTEENTH: The duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF, the undersigned incorporator of ICM Fund, Inc. who executed
the foregoing Articles of Incorporation hereby acknowledges the same to be his
act and further acknowledges that, to the best of his knowledge, the matters and
facts set forth therein are true all material respects under penalties of
perjury.

Dated this 6th day of October, 1988 /s/ Paul F. Gallagher
---- ------------------------------
Paul F. Gallagher

COMMONWEALTH OF PENNSYLVANIA:
SS.
COUNTY OF CHESTER:

THIS IS TO CERTIFY that on this 6th day of October, 1988, before me, the
subscriber, a Notary Public in and for the Commonwealth of Pennsylvania,
personally appeared Paul F. Gallagher and acknowledged the foregoing Articles of
Incorporation of the ICM FUND, INC. to be in his act and deed and that the facts
therein stated are truly set forth.

WITNESS my hand and Notarial Seal the day and year last above written.

/s/ Rosemarie A. Sciarretta
- ----------------------------
Rosemarie A. Sciarretta
Notary Public
Tredylfrin Township, Chester County
My Commission Expires April 20, 1992

<PAGE>

EXHIBIT 1A

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

THE REGIS FUND, INC.

Pursuant to the provisions of the Maryland General Corporation Law, as
amended (the "GCL"), THE REGIS FUND, INC., a Maryland corporation registered as
an open-end investment company under the Investment Company Act of 1940, having
its principal office in Baltimore, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: ARTICLES SECOND of the Corporation's Articles of Incorporation is
hereby amended in its entirety to provide as follows:

"SECOND: THE NAME OF THE CORPORATION IS UAM FUNDS, INC."

SECOND: The entire Board of Directors of the Corporation on September 7,
1995 unanimously approved the foregoing amendment.

THIRD: The foregoing amendment is limited to a change expressly
permitted by Section 2-605(4) of the GCL to be made without action by
stockholders.

IN WITNESS WHEREOF, THE REGIS FUND, INC. has caused these Articles of
Amendment to be signed by its President and attested by its Secretary on October
26, 1995.

Attest: THE REGIS FUND, INC.

/s/ Karl O. Hartmann By: /s/ Norton H. Reamer
- -------------------- --------------------
Karl O. Hartmann Norton H. Reamer
Secretary President

THE UNDERSIGNED, President of THE REGIS
FUND, 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 further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth herein
with respect to the approval thereof are true in all materials respects, under
the penalties of perjury.

/s/ Norton H. Reamer
--------------------
Norton H. Reamer
President
<PAGE>
EXHIBIT 1A

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

ICM FUND, INC.

ICM FUND, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Maryland (the "Corporation") DOES
HEREBY CERTIFY:

FIRST: That at a duly called meeting of the Board of Directors of ICM
FUND, INC. held on January 13, 1989 resolutions were duly adopted setting forth
a proposed amendment to the Articles of Incorporation of said Corporation,
declaring said amendment to be advisable. No shares of stock entitled to be
voted on the said amendment were outstanding or subscribed for at the time of
approval.

SECOND: The Articles of Incorporation are hereby amended, effective the
date on which these Articles of Amendment are accepted for record by the State
Department of Assessments and Taxation, by:

1. STRIKING out Article SECOND of the Corporation's Articles of
Incorporation in its entirety and inserting in lieu and instead thereof the
following:

"SECOND: The name of the Corporation is THE REGIS FUND, INC."

2. The Articles of Incorporation of the Corporation are further amended
by striking out the name "ICM FUND, INC." wherever the same appears in such
Articles of Incorporation and inserting in lieu and instead thereof the name
"THE REGIS FUND, INC."

3. The Articles of Incorporation of the Corporation are further amended
by striking out the third paragraph of Article FIFTH and inserting in lieu
thereof the following:

"Pursuant to Section 2-105 of the Maryland General Corporation Law,
the Board of Directors of the Corporation shall have the power to
designate one or more classes of shares of Common Stock, to fix the
number of shares in any such class and to classify or reclassify any
unissued shares with respect to such class. Any such class

<PAGE>

(subject to any applicable rule, regulation or order of the Securities
and Exchange Commission or other applicable law or regulation) shall
have such preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and
conditions of redemption and other characteristics as the Board may
determine in the absence of contrary determination set forth herein.
The aforesaid power shall include the power to create, by classifying
or reclassifying unissued shares in the aforesaid power, the Board of
Directors has initially designated four classes of shares of Common
Stock of the Corporation. The names of such classes and the number of
shares of Common Stock initially classified and allocated to these
classes are as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
------------- ----------------------------------
<S> <C>
Fixed Income Portfolio . . . . . . . . . . . . . . 50,000,000
Equity Portfolio . . . . . . . . . . . . . . . . . 50,000,000
Small Company Portfolio. . . . . . . . . . . . . . 50,000,000
Balanced Portfolio . . . . . . . . . . . . . . . . 50,000,000"

</TABLE>

IN WITNESS WHEREOF, said ICM Fund, Inc. has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Norton H. Reamer, its
President and attested by Paul F. Gallagher, its Secretary this 13th day of
January, 1989.

ICM FUND, INC.

/s/ Norton H. Reamer
------------------------------
Norton H. Reamer, President

Attest:

/s/ Paul F. Gallagher
- -----------------------------
Paul F. Gallagher, Secretary

<PAGE>

THE UNDERSIGNED, President of ICM FUND 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 further certifies that, to the best of his knowledge, information and
belief, the matters and fact set forth herein with respect to the approval
thereof, are true in all materials respects, under the penalties of perjury.

/s/ Norton H. Reamer
-------------------------
Norton H. Reamer

State of Maryland :
: SS
County of Baltimore :

THIS IS TO CERTIFY THAT on this 13th day of January, 1989, before me,
Jennette Buckin , a Notary Public in and for the said County and State,
personally appeared Norton H. Reamer to me personally known, who being by me
sworn and did say that they are the President and Secretary, respectively, of
ICM FUND, INC., that the Articles of Amendment attached hereto were signed and
sealed on behalf of the Corporation by authority of its Board of Directors, and
that the matters and facts set forth in the Articles of Amendment attached
hereto are true and correct.

/s/ Jennette Buckin
----------------------
Notary Public

My Commission Expires: July 1, 1990

(SEAL)

<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on March 16, 1989, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: Six new series of shares of the Corporation's Common Stock (par
value $.001 per share) are designated as follows:

(a) the C & B Equity Portfolio and ten million (10,000,000) shares of
the unallocated and unissued stock of the Corporation are classified and
allocated to such series;

(b) the C & B Balanced Portfolio and fifty million (50,000,000)
shares of the unallocated and unissued stock of the Corporation are
classified and allocated to such series;

(c) the C & B Fixed Income Portfolio and ten million (10,000,000)
shares of the unallocated and unissued stock of the Corporation are
classified and allocated to such series;

(d) the C & B Small Company Portfolio and ten million (10,000,000)
shares of the unallocated and unissued stock of the Corporation are
classified and allocated to such series;

(e) the C & B Taxable Equity Portfolio and fifty million (50,000,000)
shares of the unallocated and unissued stock of the Corporation are
classified and allocated to such series, and

(f) the C & B Taxable Balanced Portfolio and ten million (10,000,000)
shares of the unallocated and unissued stock of the Corporation are
classified and allocated to such series.

THIRD: The shares of each series classified and allocated in Article
Second hereof shall have all the rights and privileges as set forth in the
Corporation's Articles of Incorporation, including such priority in the
assets and liabilities of such series as may be provided in such Articles.

FOURTH: The shares of each series classified and allocated in Article
Second hereof have been classified or reclassified by the Board of Directors
of the Corporation under the authority contained in the Articles of
Incorporation of the Corporation.

1
<PAGE>
IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 29th day of April,
1989.

THE REGIS FUND, INC.
By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT
Attest:
/s/ PAUL GALLAGHER
- ------------------------------------
Paul Gallagher
SECRETARY

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on June 29, 1989, adopted these
Articles Supplementary reclassifying shares of the Common Stock of the
Corporation.

SECOND: The shares of Common Stock of the Corporation are reclassified
as follows:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Equity Income Portfolio................................................... 25,000,000
DSI Small Company Portfolio................................................... 25,000,000
DSI Total Return Bond Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
S/FE Special Equity Portfolio................................................. 25,000,000
Hanson Special Portfolio...................................................... 25,000,000
NCM Global Equity Portfolio................................................... 25,000,000
NCM Taxable Global Portfolio.................................................. 25,000,000
</TABLE>

IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this day of
, 1989.

THE REGIS FUND, INC.
By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT
Attest:
/s/ PAUL F. GALLAGHER
- ------------------------------------
Paul F. Gallagher
SECRETARY

1
<PAGE>
THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION
OF
THE REGIS FUND, INC.

THE REGIS FUND, INC., a Maryland corporation having its principal office in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland, in accordance with
the requirements of Sections 2-208 and 2-208.1 of the Maryland General
Corporation Law that:

FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.

SECOND: The total number of shares which the Corporation currently has
authority to issue is One Billion (1,000,000,000) shares of stock, with a
par value of one-tenth of one cent ($.001) per share, known as Common Stock
and such Common Stock having an aggregate par value of One Million Dollars
($1,000,000), is classified and allocated into twenty classes as follows:

<TABLE>
<CAPTION>
NUMBER OF CLASS
OF COMMON STOCK
INITIALLY
CLASSIFIED
NAME OF CLASS AND ALLOCATED
- --------------------------------------------------------------------------- -----------------
<S> <C>
ICM Fixed Income Portfolio................................................. 50,000,000
ICM Equity Portfolio....................................................... 50,000,000
ICM Small Company Portfolio................................................ 50,000,000
ICM Balanced Portfolio..................................................... 50,000,000
C & B Equity Portfolio..................................................... 10,000,000
C & B Balanced Portfolio................................................... 10,000,000
C & B Fixed Income Portfolio............................................... 10,000,000
C & B Small Company Portfolio.............................................. 10,000,000
C & B Taxable Equity Portfolio............................................. 50,000,000
C & B Taxable Balanced Portfolio........................................... 50,000,000
DSI Disciplined Value Portfolio............................................ 25,000,000
DSI Equity Income Portfolio................................................ 25,000,000
DSI Small Company Portfolio................................................ 25,000,000
DSI Total Return Bond Portfolio............................................ 25,000,000
DSI Limited Maturity Bond Portfolio........................................ 25,000,000
DSI Money Market Portfolio................................................. 400,000,000
S/FE Special Equity Portfolio.............................................. 25,000,000
Hanson Special Portfolio................................................... 25,000,000
NCM Global Equity Portfolio................................................ 25,000,000
NCM Taxable Global Portfolio............................................... 25,000,000
</TABLE>

The Board of Directors of the Corporation, at a meeting duly convened
and held on September 7, 1989, adopted resolutions increasing the authorized
capital of the Corporation by One Billion (1,000,000,000) shares with a par
value of one-tenth of one cent ($.001) per share, to Two Billion
(2,000,000,000) shares and allocating and classifying the additional shares
as follows:

<TABLE>
<CAPTION>
NUMBER OF
ADDITIONAL
SHARES
CLASSIFIED AND
NAME OF CLASS ALLOCATED
- ---------------------------------------------------------------------------- ----------------
<S> <C>
Heartland Equity Portfolio.................................................. 25,000,000
Heartland Fixed Income Portfolio............................................ 25,000,000
Heartland Balanced Portfolio................................................ 25,000,000
Heartland Money Market Portfolio............................................ 200,000,000
</TABLE>

1
<PAGE>
After giving effect to the increase and to the allocation, the total
number of shares which the Corporation has authority to issue is Two Billion
(2,000,000,000), the aggregate par value of all Common Stock is Two Million
Dollars ($2,000,000) and the total amount of stock allocated to each class
is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
ICM Fixed Income Portfolio.................................................... 50,000,000
ICM Equity Portfolio.......................................................... 50,000,000
ICM Small Company Portfolio................................................... 50,000,000
ICM Balanced Portfolio........................................................ 50,000,000
C & B Equity Portfolio........................................................ 25,000,000
C & B Balanced Portfolio...................................................... 25,000,000
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Equity Income Portfolio................................................... 25,000,000
DSI Small Company Portfolio................................................... 25,000,000
DSI Total Return Bond Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
S/FE Special Equity Portfolio................................................. 25,000,000
Hanson Special Portfolio...................................................... 25,000,000
NCM Global Equity Portfolio................................................... 25,000,000
NCM Taxable Global Portfolio.................................................. 25,000,000
Heartland Equity Portfolio.................................................... 25,000,000
Heartland Fixed Income Portfolio.............................................. 25,000,000
Heartland Balanced Portfolio.................................................. 25,000,000
Heartland Money Market Portfolio.............................................. 200,000,000
</TABLE>

FOURTH: The total number of shares of stock of each class that the
Corporation has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(C) of the Maryland General
Corporation Law.

IN WITNESS WHEREOF, THE REGIS FUND, INC. has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on September 7, 1989.

THE REGIS FUND, INC.
By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT
Attest:
/s/ PAUL F. GALLAGHER
- ------------------------------------
Paul F. Gallagher
SECRETARY

2
<PAGE>
THE UNDERSIGNED, President of THE REGIS FUND, INC., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters set forth therein with respect to the approval thereof are true in
all material respects, under the penalties of perjury.

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

3
<PAGE>
EXHIBIT 1B

ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION
OF
THE REGIS FUND, INC.

FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.

SECOND: The total number of shares which the Corporation currently has
authority to issue is Two Billion (2,000,000,000) shares of stock, with a
par value of one-tenth of one cent ($.001) per share, known as Common Stock
and such Common Stock having an aggregate par value of Two Million Dollars
($2,000,000), is classified and allocated into twenty classes as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
ICM Fixed Income Portfolio.................................................... 50,000,000
ICM Equity Portfolio.......................................................... 50,000,000
ICM Small Company Portfolio................................................... 50,000,000
ICM Balanced Portfolio........................................................ 50,000,000
C & B Equity Portfolio........................................................ 25,000,000
C & B Balanced Portfolio...................................................... 25,000,000
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Equity Income Portfolio................................................... 25,000,000
DSI Small Company Portfolio................................................... 25,000,000
DSI Total Return Bond Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 25,000,000
Hanson Special Portfolio...................................................... 25,000,000
NCM Global Equity Portfolio................................................... 25,000,000
NCM Taxable Global Portfolio.................................................. 25,000,000
Heartland Equity Portfolio.................................................... 25,000,000
Heartland Fixed Income Portfolio.............................................. 25,000,000
Heartland Balanced Portfolio.................................................. 25,000,000
Heartland Money Market Portfolio.............................................. 200,000,000
</TABLE>

The Board of Directors of the Corporation, at a meeting duly convened
and held on June 7, 1990, adopted resolutions reallocating and classifying
the shares as follows:

1
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Equity Income Portfolio................................................... 25,000,000
DSI Small Company Portfolio................................................... 25,000,000
DSI Total Return Bond Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 25,000,000
Hanson Special Portfolio...................................................... 25,000,000
NCM Global Equity Portfolio................................................... 25,000,000
NCM Taxable Global Portfolio.................................................. 25,000,000
FMA Small Company Portfolio................................................... 25,000,000
FMA Spectrum Portfolio........................................................ 25,000,000
</TABLE>

THIRD: The shares of each series reclassified and allocated in Article
Second hereof shall have all the rights and privileges as set forth in the
Corporation's Articles of Incorporation, including such priority in the
assets and liabilities of such series as may be provided in such Articles.

FOURTH: The total number of shares of stock of each class that the
Corporation has authority to issue, after giving effect to the
aforementioned reallocation, is Two Billion (2,000,000,000) shares of stock,
with a par value of one-tenth of one cent ($.001) per share, know as Common
Stock such Common Stock having an aggregate par value of Two Million Dollars
(2,000,000).

IN WITNESS WHEREOF, THE REGIS FUND, INC. has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on July 3, 1990.

THE REGIS FUND, INC.
By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT
Attest:
/s/ PAUL F. GALLAGHER
- ------------------------------------
Paul F. Gallagher
SECRETARY

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

3
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on December 6, 1990, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the Sterling Partners Balanced
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the Sterling Partners Equity
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

FOURTH: The shares of the Sterling Partners Balanced Portfolio and the
Sterling Partners Equity Portfolio so classified and allocated shall have
all the rights and privileges as set forth in the Corporation's Articles of
Incorporation, including such priority in the assets and liabilities of such
series as may be provided in such Articles.

FIFTH: The shares of the Sterling Partners Balanced Portfolio and the
Sterling Partners Equity Portfolio have been classified and reclassified by
the Board of Directors pursuant to authority contained in the Articles of
Incorporation of the Corporation.

IN WITNESS WHEREOF, The Regis Fund has caused these Articles Supplementary
to be signed in its name and on its behalf this 6th day of December, 1990.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

Attest:

/s/ PAUL F. GALLAGHER
- --------------------------------------
Paul F. Gallagher
SECRETARY

THE UNDERSIGNED, President of the Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to approval thereof are true
in all material respects, under the penalties of perjury.

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT
<PAGE>
CERTIFICATE OF CHANGE OF
RESIDENT AGENT AND ADDRESS
OF
THE REGIS FUND, INC.

The Board of Directors of:

THE REGIS FUND, INC.

a corporation organized in Maryland on October 11, 1988 duly approved a
resolution as follows:

RESOLVED: That the resident agent and address of the Fund are hereby
changed to:

CSC-Lawyers Incorporating Service Company
c/o James E. Baker, Esquire
100 Light Street, Sixth Floor
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.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

--------------------------------------
Title:
<PAGE>
EXHIBIT 1B

ARTICLES SUPPLEMENTARY
TO ARTICLES OF INCORPORATION
OF
THE REGIS FUND, INC.

FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.

<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF CLASS ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
ICM Fixed Income Portfolio................................................... 50,000,000
ICM Equity Portfolio......................................................... 50,000,000
ICM Small Company Portfolio.................................................. 50,000,000
ICM Balanced Portfolio....................................................... 50,000,000
C & B Equity Portfolio....................................................... 25,000,000
C & B Balanced Portfolio..................................................... 25,000,000
DSI Disciplined Value Portfolio.............................................. 25,000,000
DSI Small Company Portfolio.................................................. 25,000,000
DSI Equity Income Portfolio.................................................. 25,000,000
DSI Total Return Bond Portfolio.............................................. 25,000,000
DSI Limited Maturity Bond Portfolio.......................................... 25,000,000
DSI Money Market Portfolio................................................... 400,000,000
Sirach Special Equity Portfolio.............................................. 25,000,000
Hanson Special Portfolio..................................................... 25,000,000
NCM Global Equity Portfolio.................................................. 25,000,000
NCM Taxable Global Portfolio................................................. 25,000,000
FMA Small Company Portfolio.................................................. 25,000,000
FMA Spectrum Portfolio....................................................... 25,000,000
Sterling Partners Balanced Portfolio......................................... 25,000,000
Sterling Partners Equity Portfolio........................................... 25,000,000
</TABLE>

1
<PAGE>
THIRD: The Board of Directors of the Corporation, at a meeting duly
convened and held on June 6, 1991, adopted resolutions reallocating and
reclassifying the shares classified and allocated in Article Second hereof
into fourteen classes as follows:

FOURTH: The shares of each series classified and allocated in Article
Third hereof have been classified or reclassified by the Board of Directors
of the Corporation under the authority contained in the Corporation's
Articles of Incorporation and shall have all the rights and privileges as
set forth in the Corporation's Articles of Incorporation, including such
priority in the assets and liabilities of such series as may be provided in
such Articles.

IN WITNESS WHEREOF, THE REGIS FUND, INC. has caused these presents to the
signed in its name and on its behalf by its President and attested by its
Secretary on June 6, 1991.

THE REGIS FUND, INC.

By: /S/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

/s/ PAUL F. GALLAGHER
- ---------------------------------------------
Paul F. Gallagher
SECRETARY

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

3
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on March 5, 1992, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the SAMI Preferred Stock
Income Portfolio and Twenty-Five Million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series.

THIRD: The shares of the SAMI Preferred Stock Income Portfolio so
classified and allocated shall have all the rights and privileges as set
forth in the Corporation's Articles of Incorporation, including such
priority in the assets and liabilities of such series as may be provided in
such Articles.

FOURTH: The shares of the SAMI Preferred Stock Income Portfolio have
been classified and reclassified by the Board of Directors pursuant to the
authority contained in the Articles of Incorporation of the Corporation.

IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 5th day of March,
1992.

THE REGIS FUND, INC.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT
Attest:

/s/ KARL O. HARTMANN
- --------------------------------------
Karl O. Hartmann
SECRETARY

1
<PAGE>
THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on June 2, 1992, adopted these Articles
Supplementary classifying or reclassifying unissued shares of the Common
Stock of the Corporation.

SECOND: Four new series of shares of the Corporation's Common Stock
(par value $.001 per share) are hereby designated as follows:

a. the ICM Intermediate-Term Fixed Income Portfolio and Twenty-Five
Million (25,000,000) shares of the unallocated and unissued Common Stock
of the Corporation are classified and allocated to such series;

b. the ICM Short-Term Fixed Income Portfolio and Twenty-Five Million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation are classified and allocated to such series;

c. the TS&W International Equity Portfolio and Twenty-Five Million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation are classified and allocated to such series; and

d. the TS&W Limited Volatility Portfolio and Twenty-Five Million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation are classified and allocated to such series.

THIRD: An additional Twenty-Five Million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation (par value $.001
per share) are classified and allocated to the Sirach Special Equity
Portfolio thereby increasing its total number of shares of Common Stock of
the Corporation authorized for issuance to Fifty Million (50,000,000).

FOURTH: The shares of each series classified and allocated in Articles
SECOND and THIRD hereof shall have all the rights and privileges as set
forth in the Corporation's Articles of Incorporation, including such
priority in the assets and liabilities of such series as may be provided in
such Articles.

FIFTH: The shares of each series classified and allocated in Articles
SECOND and THIRD hereof have been classified or reclassified by the Board of
Directors pursuant to the authority contained in the Corporation's Articles
of Incorporation.

1
<PAGE>
IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 2nd day of June,
1992.

THE REGIS FUND, INC.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT
Attest:

/s/ KARL O. HARTMANN
- --------------------------------------
Karl O. Hartmann
SECRETARY

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

THE REGIS FUND, INC., a Maryland corporation having its principal office in
Baltimore City, Maryland (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, in accordance with the
requirements of Section 2-208 of the Maryland General Corporation Law that:

FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on September 5, 1991, adopted Articles Supplementary
classifying or reclassifying shares of the Common Stock of the Corporation
as follows.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the Sterling Partners Short-Term
Fixed Income Portfolio and 25,000,000 shares of the unallocated and unissued
stock of the Corporation are classified and allocated to such series.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the TS&W Balanced Portfolio and
25,000,000 shares of the unallocated and unissued stock of the Corporation
are classified and allocated to such series.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the TS&W Equity Portfolio and
25,000,000 shares of the unallocated and unissued stock of the Corporation
are classified and allocated to such series.

FIFTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the TS&W Fixed Income Portfolio and
25,000,000 shares of the unallocated and unissued stock of the Corporation
are classified and allocated to such series.

SIXTH: After giving effect to the allocation, the total amount of stock
allocated to each class is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
ICM Fixed Income Portfolio.................................................... 50,000,000
ICM Small Company Portfolio................................................... 50,000,000
C & B Equity Portfolio........................................................ 25,000,000
C & B Balanced Portfolio...................................................... 25,000,000
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 25,000,000
FMA Small Company Portfolio................................................... 25,000,000
FMA Spectrum Portfolio........................................................ 25,000,000
Sterling Partners Balanced Portfolio.......................................... 25,000,000
Sterling Partners Equity Portfolio............................................ 25,000,000
Sterling Partners Treasury Portfolio.......................................... 400,000,000
Sterling Partners Short-Term Fixed Income Portfolio........................... 25,000,000
TS&W Balanced Portfolio....................................................... 25,000,000
TS&W Equity Portfolio......................................................... 25,000,000
TS&W Fixed Income Portfolio................................................... 25,000,000
</TABLE>

1
<PAGE>
SEVENTH: The Board of Directors of the Corporation, at a meeting duly
convened and held on March 5, 1992, adopted Articles Supplementary
classifying or reclassifying shares of the Common Stock of the Corporation
as follows.

EIGHTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the SAMI Preferred Stock Income
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

NINTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
ICM Fixed Income Portfolio.................................................... 50,000,000
ICM Small Company Portfolio................................................... 50,000,000
C & B Equity Portfolio........................................................ 25,000,000
C & B Balanced Portfolio...................................................... 25,000,000
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 25,000,000
FMA Small Company Portfolio................................................... 25,000,000
FMA Spectrum Portfolio........................................................ 25,000,000
Sterling Partners Balanced Portfolio.......................................... 25,000,000
Sterling Partners Equity Portfolio............................................ 25,000,000
Sterling Partners Treasury Portfolio.......................................... 400,000,000
Sterling Partners Short-Term Fixed Income Portfolio........................... 25,000,000
TS&W Balanced Portfolio....................................................... 25,000,000
TS&W Equity Portfolio......................................................... 25,000,000
TS&W Fixed Income Portfolio................................................... 25,000,000
SAMI Preferred Stock Income Portfolio......................................... 25,000,000
</TABLE>

TENTH: The Board of Directors of the Corporation, at a meeting duly
convened and held on June 2, 1992, adopted Articles Supplementary
classifying or reclassifying shares of the Common Stock of the Corporation
as follows.

ELEVENTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the ICM Short-Term Fixed Income
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

TWELFTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is designated as the ICM Intermediate-Term Fixed
Income Portfolio and 25,000,000 shares of the unallocated and unissued stock
of the Corporation are classified and allocated to such series.

THIRTEENTH: A new series of shares of the Corporation's Common Stock
(par value $.001 per share) is designated as the TS&W International Equity
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

FOURTEENTH: A new series of shares of the Corporation's Common Stock
(par value $.001 per share) is designated as the TS&W Limited Volatility
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

FIFTEENTH: An additional Twenty-Five Million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation (par value $.001
per share) are classified and allocated to the Sirach Special Equity
Portfolio thereby increasing its total number of shares of Common Stock of
the Corporation authorized for issuance to Fifty Million (50,000,000).

2
<PAGE>
SIXTEENTH: After giving effect to the allocation, the total amount of
stock allocated to each series is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
ICM Fixed Income Portfolio.................................................... 50,000,000
ICM Small Company Portfolio................................................... 50,000,000
ICM Short-Term Fixed Income Portfolio......................................... 25,000,000
ICM Intermediate-Term Fixed Income Portfolio.................................. 25,000,000
C & B Equity Portfolio........................................................ 25,000,000
C & B Balanced Portfolio...................................................... 25,000,000
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 50,000,000
FMA Small Company Portfolio................................................... 25,000,000
FMA Spectrum Portfolio........................................................ 25,000,000
Sterling Partners Balanced Portfolio.......................................... 25,000,000
Sterling Partners Equity Portfolio............................................ 25,000,000
Sterling Partners Treasury Portfolio.......................................... 400,000,000
Sterling Partners Short-Term Fixed Income Portfolio........................... 25,000,000
TS&W Balanced Portfolio....................................................... 25,000,000
TS&W Equity Portfolio......................................................... 25,000,000
TS&W Fixed Income Portfolio................................................... 25,000,000
TS&W International Equity Portfolio........................................... 25,000,000
TS&W Limited Volatility Portfolio............................................. 25,000,000
SAMI Preferred Stock Income Portfolio......................................... 25,000,000
</TABLE>

SEVENTEENTH: The Board of Directors of the Corporation, at a meeting
duly convened and held on September 10, 1992, adopted Articles Supplementary
classifying or reclassifying shares of the Common Stock of the Corporation
as follows.

EIGHTEENTH: A new series of shares of the Corporation's Common Stock
(par value $.001 per share) is designated as the AAM Emerging Markets
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

NINETEENTH: A new series of shares of the Corporation's Common Stock
(par value $.001 per share) is designated as the AAM International Equity
Portfolio and 25,000,000 shares of the unallocated and unissued stock of the
Corporation are classified and allocated to such series.

TWENTIETH: A new series of shares of the Corporation's Common Stock
(par value $.001 per share) is designated as the HJMC Equity Portfolio and
25,000,000 shares of the unallocated and unissued stock of the Corporation
are classified and allocated to such series.

TWENTY FIRST: After giving effect to the allocation, the total amount
of stock allocated to each series is as follows:

3
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES
NAME OF CLASS ALLOCATED
- ------------------------------------------------------------------------------ --------------
<S> <C>
DSI Disciplined Value Portfolio............................................... 25,000,000
DSI Limited Maturity Bond Portfolio........................................... 25,000,000
DSI Money Market Portfolio.................................................... 400,000,000
Sirach Special Equity Portfolio............................................... 50,000,000
FMA Small Company Portfolio................................................... 25,000,000
FMA Spectrum Portfolio........................................................ 25,000,000
Sterling Partners Balanced Portfolio.......................................... 25,000,000
Sterling Partners Equity Portfolio............................................ 25,000,000
Sterling Partners Treasury Portfolio.......................................... 400,000,000
Sterling Partners Short-Term Fixed Income Portfolio........................... 25,000,000
TS&W Balanced Portfolio....................................................... 25,000,000
TS&W Equity Portfolio......................................................... 25,000,000
TS&W Fixed Income Portfolio................................................... 25,000,000
TS&W International Equity Portfolio........................................... 25,000,000
TS&W Limited Volatility Portfolio............................................. 25,000,000
SAMI Preferred Stock Income Portfolio......................................... 25,000,000
AAM Emerging Markets Portfolio................................................ 25,000,000
AAM International Equity Portfolio............................................ 25,000,000
HJMC Equity Portfolio......................................................... 25,000,000
</TABLE>

TWENTY SECOND: The shares of each series classified and allocated in
Articles Sixth, Ninth, Sixteenth, and Twenty First hereof have been
classified or reclassified by the Board of Directors of the Corporation's
Articles of Incorporation and shall have all the rights and privileges as
set forth in the Corporation's Articles of Incorporation including such
priority in the assets and liabilities of such series as may be provided in
such Articles.

IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 26th day of
October, 1992.

THE REGIS FUND, INC.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT
Attest:

/s/ KARL O. HARTMANN
- --------------------------------------
Karl O. Hartmann
SECRETARY

4
<PAGE>
THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer,
PRESIDENT

5
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on March 4, 1993, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the AEW Commercial
Mortgage-Backed Securities Portfolio and twenty-five million (25,000,000)
shares of the unallocated and unissued Common Stock of the Corporation are
classified and allocated to such series.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the ICM Balanced Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Sirach Strategic Balanced
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

FIFTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Sirach Fixed Income
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

SIXTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Sirach Growth Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series.

SEVENTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Sirach Short-Term
Reserves Portfolio and twenty-five million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series.

EIGHTH: The shares of the AEW Commercial Mortgage-Backed Securities,
ICM Balanced, Sirach Strategic Balanced, Sirach Fixed Income, Sirach Growth
and Sirach Short-Term Reserves Portfolios so classified and allocated shall
have all the rights and privileges as set forth in the Corporation's
Articles of Incorporation, including such priority in the assets and
liabilities of such series as may be provided in such Articles.

NINTH: The shares of the AEW Commercial Mortgage-Backed Securities, ICM
Balanced, Sirach Strategic Balanced, Sirach Fixed Income, Sirach Growth and
Sirach Short-Term Reserves Portfolios have been classified and reclassified
by the Board of Directors pursuant to the authority contained in the
Articles of Incorporation of the Corporation.

1
<PAGE>
IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 10th day of June
10, 1993.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

/s/ KARL O. HARTMANN
- ---------------------------------------
Karl O. Hartmann
SECRETARY

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on March 4, 1993, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the ICM Equity Portfolio and
twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series.

THIRD: The shares of the ICM Equity Portfolio so classified and
allocated shall have all the rights and privileges as set forth in the
Corporation's Articles of Incorporation, including such priority in the
assets and liabilities of such series as may be provided in such Articles.

FOURTH: The shares of the ICM Equity Portfolio have been classified and
reclassified by the Board of Directors pursuant to the authority contained
in the Articles of Incorporation of the Corporation.

FIFTH: The series of shares currently designated as ICM Short-Term
Fixed Income, AAM Emerging Markets Portfolio and AAM International Equity
Portfolio are redesignated as the ICM Short-Intermediate-Term Fixed Income
Portfolio, Acadian Emerging Markets Portfolio and Acadian International
Equity Portfolio, respectively. No change as to rights, privileges or number
of authorized shares is intended with respect to these redesignations.

SIXTH: After giving effect to the new designation and allocation of
Article Second and the redesignations of Article Fifth above, the current
series designations and total amount of stock allocated to each series is as
follows:

<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
ICM Equity Portfolio................................................................... 25,000,000
ICM Fixed Income Portfolio............................................................. 50,000,000
ICM Small Company Portfolio............................................................ 50,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio..................................... 25,000,000
ICM Intermediate-Term Fixed Income Portfolio........................................... 25,000,000
C & B Equity Portfolio................................................................. 25,000,000
C & B Balanced Portfolio............................................................... 25,000,000
DSI Disciplined Value Portfolio........................................................ 25,000,000
DSI Limited Maturity Bond Portfolio.................................................... 25,000,000
DSI Money Market Portfolio............................................................. 400,000,000
Sirach Special Equity Portfolio........................................................ 50,000,000
FMA Small Company Portfolio............................................................ 25,000,000
FMA Spectrum Portfolio................................................................. 25,000,000
Sterling Partners Balanced Portfolio................................................... 25,000,000
Sterling Partners Equity Portfolio..................................................... 25,000,000
Sterling Partners Treasury Portfolio................................................... 400,000,000
</TABLE>

1
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Sterling Partners Short-Term Fixed Income Portfolio.................................... 25,000,000
TS&W Balanced Portfolio................................................................ 25,000,000
TS&W Equity Portfolio.................................................................. 25,000,000
TS&W Fixed Income Portfolio............................................................ 25,000,000
TS&W International Equity Portfolio.................................................... 25,000,000
TS&W Limited Volatility Portfolio...................................................... 25,000,000
SAMI Preferred Stock Income Portfolio.................................................. 25,000,000
Acadian Emerging Markets Portfolio..................................................... 25,000,000
Acadian International Equity Portfolio................................................. 25,000,000
HJMC Equity Portfolio.................................................................. 25,000,000
</TABLE>

SEVENTH: The shares of each series classified and allocated in Articles
Second, Fifth, and Sixth hereof have been classified or reclassified by the
Board of Directors of the Corporation's Articles of Incorporation and shall
have all the rights and privileges as set forth in the Corporation's
Articles of Incorporation including such priority in the assets and
liabilities of such series as may be provided in such Articles.

IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 4th day of March,
1993.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

/s/ KARL O. HARTMANN
- ---------------------------------------
Karl O. Hartmann
SECRETARY

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on September 9, 1993, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the McKee U.S. Government
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the McKee Domestic Equity
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the McKee International
Equity Portfolio and twenty-five million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series.

FIFTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the NWQ Balanced Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series.

SIXTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the NWQ Value Equity
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

SEVENTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Rice, Hall, James Small
Cap Portfolio and twenty-five million (25,000,000) shares of the unallocated
and unissued Common Stock of the Corporation are classified and allocated to
such series.

EIGHTH: The shares of the McKee U.S. Government, McKee Domestic Equity,
McKee International Equity, NWQ Balanced, NWQ Value Equity and Rice, Hall,
James Small Cap Portfolios so classified and allocated shall have all the
rights and privileges as set forth in the Corporation's Articles of
Incorporation, including such priority in the assets and liabilities of such
series as may be provided in such Articles.

NINTH: The shares of the McKee U.S. Government, McKee Domestic Equity,
McKee International Equity, NWQ Balanced, NWQ Value Equity and Rice, Hall,
James Small Cap Portfolios have been classified and reclassified by the
Board of Directors pursuant to the authority contained in the Articles of
Incorporation of the Corporation.

1
<PAGE>
IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 9th day of
September 1993.

THE REGIS FUND, INC.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT
Attest:

/s/ KARL O. HARTMANN
- --------------------------------------
Karl O. Hartmann
SECRETARY

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

by: /s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

/s/ KARL O. HARTMANN
- --------------------------------------
Karl O. Hartmann
SECRETARY

2
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
THE ARTICLES OF INCORPORATION

FIRST: The Board of Directors of the Corporation pursuant to authority
and power contained in Section 2-105(c) of the MGCL and the Corporation's
Articles of Incorporation, at a meeting called for such purpose on September
9, 1993, adopted a resolution designating an additional class of shares of
Common Stock of the Corporation, par value $.001 per share, having such
preferences, conversion or other voting powers, restrictions, limitations as
to dividends, qualifications, terms and conditions of redemption identical
in all respects to the existing class of shares of Common Stock of the
Corporation, except for its class designation, the allocation of certain
expenses, voting rights and exchange privileges.

SECOND: The Board of Directors of the Corporation, at a meeting called
for such purpose on December 16, 1993, adopted Articles Supplementary
classifying or reclassifying unissued shares of Common Stock of the
Corporation as follows.

THIRD: A new series of shares of the Corporation's Common Stock, par
value $.001 per share, is hereby designated as the Cambiar Anticipation
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

FOURTH: A new series of shares of the Corporation's Common Stock, par
value $.001 per share, is hereby designated as the Rothschild Fixed Income
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

FIFTH: A new series of shares of the Corporation's Common Stock, par
value $.001 per share, is hereby designated as the Rothschild Mid Cap
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series.

SIXTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:

1
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
ICM Equity Portfolio......................................................... 25,000,000
ICM Fixed Income Portfolio................................................... 50,000,000
ICM Short-Intermediate Term Fixed Income Portfolio........................... 25,000,000
ICM Intermediate-Term Fixed Income Portfolio................................. 25,000,000
ICM Small Company Portfolio.................................................. 50,000,000
McKee Domestic Equity Portfolio.............................................. 25,000,000
McKee International Equity Portfolio......................................... 25,000,000
McKee U.S. Government Portfolio.............................................. 25,000,000
NWQ Balanced Portfolio....................................................... 25,000,000
NWQ Value Equity Portfolio................................................... 25,000,000
Rice, Hall, James Small Cap Portfolio........................................ 25,000,000
Rothschild Fixed Income Portfolio............................................ 25,000,000
Rothschild Mid Cap Portfolio................................................. 25,000,000
SAMI Preferred Stock Income Portfolio........................................ 25,000,000
Sirach Strategic Balanced Portfolio.......................................... 25,000,000
Sirach Fixed Income Portfolio................................................ 25,000,000
Sirach Growth Portfolio...................................................... 25,000,000
Sirach Short-Term Reserves Portfolio......................................... 25,000,000
Sirach Special Equity Portfolio.............................................. 50,000,000
Sterling Partners' Balanced Portfolio........................................ 25,000,000
Sterling Partners' Equity Portfolio.......................................... 25,000,000
Sterling Partners' Short-Term Fixed Income Portfolio......................... 25,000,000
Sterling Partners' Treasury Portfolio........................................ 400,000,000
TS&W International Equity Portfolio.......................................... 25,000,000
TS&W Equity Portfolio........................................................ 25,000,000
TS&W Fixed Income Portfolio.................................................. 25,000,000
TS&W Balanced Portfolio...................................................... 25,000,000
TS&W Limited Volatility...................................................... 25,000,000
</TABLE>

SEVENTH: The Board of Directors of the Corporation, at a meeting called
for such purpose on June 9, 1994, adopted Articles Supplementary classifying
or reclassifying unissued shares of the Common Stock of the Corporation as
follows.

EIGHTH: A new series of shares of the Corporation's Common Stock, par
value $.001 per share, is hereby designated as the DSI Balanced Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series.

NINTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:

2
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
FMA Spectrum Portfolio....................................................... 25,000,000
HJMC Equity Portfolio........................................................ 25,000,000
ICM Balanced Portfolio....................................................... 25,000,000
ICM Equity Portfolio......................................................... 25,000,000
ICM Fixed Income Portfolio................................................... 50,000,000
ICM Short-Intermediate Term Fixed Income Portfolio........................... 25,000,000
ICM Intermediate-Term Fixed Income Portfolio................................. 25,000,000
ICM Small Company Portfolio.................................................. 50,000,000
McKee Domestic Equity Portfolio.............................................. 25,000,000
McKee International Equity Portfolio......................................... 25,000,000
McKee U.S. Government Portfolio.............................................. 25,000,000
NWQ Balanced Portfolio....................................................... 25,000,000
NWQ Value Equity Portfolio................................................... 25,000,000
Rice, Hall, James Small Cap Portfolio........................................ 25,000,000
Rothschild Fixed Income Portfolio............................................ 25,000,000
Rothschild Mid Cap Portfolio................................................. 25,000,000
SAMI Preferred Stock Income Portfolio........................................ 25,000,000
Sirach Strategic Balanced Portfolio.......................................... 25,000,000
Sirach Fixed Income Portfolio................................................ 25,000,000
Sirach Growth Portfolio...................................................... 25,000,000
Sirach Short-Term Reserves Portfolio......................................... 25,000,000
Sirach Special Equity Portfolio.............................................. 50,000,000
Sterling Partners' Balanced Portfolio........................................ 25,000,000
Sterling Partners' Equity Portfolio.......................................... 25,000,000
Sterling Partners' Short-Term Fixed Income Portfolio......................... 25,000,000
Sterling Partners' Treasury Portfolio........................................ 400,000,000
TS&W International Equity Portfolio.......................................... 25,000,000
TS&W Equity Portfolio........................................................ 25,000,000
TS&W Fixed Income Portfolio.................................................. 25,000,000
TS&W Balanced Portfolio...................................................... 25,000,000
TS&W Limited Volatility...................................................... 25,000,000
</TABLE>

TENTH: (a) The Board of Directors of the Corporation, pursuant to the
authority and power contained in Section 2-105(C) of the MGCL, at a meeting
duly convened and held on June 9, 1994, adopted a resolution increasing the
total number of shares of stock which the Corporation shall have the
authority to issue from 2,000,000,000 shares of Common Stock, par value
$.001 per share, having an aggregate par value of $2,000,000 to
3,000,000,000 shares of Common Stock, par value $.001 per share, having an
aggregate par value of $3,000,000 and designating the additional class of
shares that was created by Board action on September 9, 1993 as the
Institutional Service Class, and designating all series of shares issued as
part of the original class of shares existing prior to the creation of the
Institutional Service Class on September 9, 1993, as well as any series of
the original class of shares issued, or that will be issued after September
9, 1993, as the Institutional Class.

(b) The shares of the Institutional Service Class shall represent
proportionate interests in the same portfolio of investments as shares of
the respective Institutional Class of the Corporation. The shares of the
Institutional Service Class shall have the same preferences, conversion or

3
<PAGE>
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption as the shares of the
respective Institutional Class, all as set forth in the Articles of
Incorporation of the Corporation, except for the differences hereafter set
forth:

1. The dividends and distributions of investment income and capital
gains with respect to the Institutional Service Class of shares of Common
Stock shall be in such amounts as may be declared from time to time by
the Board of Directors, and such dividends and distributions may vary
with respect to such class from the dividends and distributions of
investment income and capital gains with respect to the other classes of
the Common Stock of the Corporation to reflect differing allocations of
the expenses of the Corporation among the classes and any resultant
difference among the net asset values per share of the classes, to such
extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income and capital gains and
expenses and liabilities of the Corporation among the classes of the
Common Stock of the Corporation shall be determined by the Board of
Directors in a manner that is consistent with the Order dated April 26,
1994 (Investment Company Act of 1940, Release No. 20250) issued by the
Securities and Exchange Commission, and any existing or future amendment
to such orders or any rule or interpretation under the Investment Company
Act of 1940, as amended, that modifies or supersedes such orders;

2. Except as may otherwise be required by law pursuant to any
applicable order, rule, or interpretation issued by the Securities and
Exchange Commission, or otherwise, the holders of the Institutional
Service Class shares shall have (i) exclusive voting rights with respect
to any matter submitted to a vote of stockholders that affects only
holders of the Institutional Service Class shares, including without
limitation, the provisions of any Distribution Plan adopted pursuant to
Rule 12(b)(1) under the Investment Company Act of 1940, as amended (a
Distribution Plan) applicable to the Institutional Service Class and (ii)
no voting rights with respect to the provisions of any Distribution Plan
applicable to any other classes of the Common Stock of the Corporation or
with regard to any other matter submitted to a vote of stockholders which
does not affect holders of the Institutional Service Class shares.

ELEVENTH: After giving effect to the allocation, the total amount of
stock allocated to each series of the Corporation's two classes is
designated and classified as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Acadian Emerging Markets Institutional Class Portfolio....................... 25,000,000
Acadian Emerging Markets Institutional Service Class Portfolio............... 10,000,000
Acadian International Equity Institutional Class Portfolio................... 25,000,000
Acadian International Equity Institutional Service Class Portfolio........... 10,000,000
AEW Commercial Mortgage-Backed Securities Institutional Class Portfolio...... 25,000,000
AEW Commercial Mortgage-Backed Securities Institutional Service Class
Portfolio................................................................... 10,000,000
Cambiar Anticipation Institutional Class Portfolio........................... 25,000,000
Cambiar Anticipation Institutional Service Class Portfolio................... 10,000,000
C & B Balanced Institutional Class Portfolio................................. 25,000,000
C & B Balanced Institutional Service Class Portfolio......................... 10,000,000
C & B Equity Institutional Class Portfolio................................... 25,000,000
C & B Equity Institutional Service Class Portfolio........................... 10,000,000
DSI Balanced Institutional Class Portfolio................................... 25,000,000
DSI Balanced Institutional Service Class Portfolio........................... 10,000,000
DSI Disciplined Value Institutional Class Portfolio.......................... 25,000,000
DSI Disciplined Value Institutional Service Class Portfolio.................. 10,000,000
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
DSI Limited Maturity Bond Institutional Class Portfolio...................... 25,000,000
DSI Limited Maturity Bond Institutional Service Class Portfolio.............. 10,000,000
DSI Money Market Institutional Class Portfolio............................... 400,000,000
DSI Money Market Institutional Service Class Portfolio....................... 10,000,000
FMA Small Company Institutional Class Portfolio.............................. 25,000,000
FMA Small Company Institutional Service Class Portfolio...................... 10,000,000
FMA Spectrum Institutional Class Portfolio................................... 25,000,000
FMA Spectrum Institutional Service Class Portfolio........................... 10,000,000
HJMC Equity Institutional Class Portfolio.................................... 25,000,000
HJMC Equity Institutional Service Class Portfolio............................ 10,000,000
ICM Balanced Institutional Class Portfolio................................... 25,000,000
ICM Balanced Institutional Service Class Portfolio........................... 10,000,000
ICM Equity Institutional Class Portfolio..................................... 25,000,000
ICM Equity Institutional Service Class Portfolio............................. 10,000,000
ICM Fixed Income Institutional Class Portfolio............................... 50,000,000
ICM Fixed Income Institutional Service Class Portfolio....................... 10,000,000
ICM Intermediate-Term Fixed Income Institutional Class Portfolio............. 25,000,000
ICM Intermediate-Term Fixed Income Institutional Service Class Portfolio..... 10,000,000
ICM Short-Intermediate-Term Fixed Income Institutional Class Portfolio....... 25,000,000
ICM Short-Intermediate Term Fixed Income Institutional Service Class
Portfolio................................................................... 10,000,000
ICM Small Company Institutional Class Portfolio.............................. 50,000,000
ICM Small Company Institutional Service Class Portfolio...................... 10,000,000
McKee Domestic Equity Institutional Class Portfolio.......................... 25,000,000
McKee Domestic Equity Institutional Service Class Portfolio.................. 10,000,000
McKee U.S. Government Institutional Class Portfolio.......................... 25,000,000
McKee U.S. Government Institutional Service Class Portfolio.................. 10,000,000
McKee International Equity Institutional Class Portfolio..................... 25,000,000
McKee International Equity Institutional Service Class Portfolio............. 10,000,000
NWQ Balanced Institutional Class Portfolio................................... 25,000,000
NWQ Balanced Institutional Service Class Portfolio........................... 10,000,000
NWQ Value Equity Institutional Class Portfolio............................... 25,000,000
NWQ Value Equity Institutional Service Class Portfolio....................... 10,000,000
Rice, Hall James Small Cap Institutional Class Portfolio..................... 25,000,000
Rice, Hall James Small Cap Institutional Service Class Portfolio............. 10,000,000
Rothschild Fixed Income Institutional Class Portfolio........................ 25,000,000
Rothschild Fixed Income Institutional Service Class Portfolio................ 10,000,000
Rothschild Mid Cap Institutional Class Portfolio............................. 25,000,000
Rothschild Mid Cap Institutional Service Class Portfolio..................... 10,000,000
SAMI Preferred Stock Income Institutional Class Portfolio.................... 25,000,000
SAMI Preferred Stock Income Institutional Service Class Portfolio............ 10,000,000
Sirach Strategic Balanced Institutional Class Portfolio...................... 25,000,000
Sirach Strategic Balanced Institutional Service Class Portfolio.............. 10,000,000
Sirach Fixed Income Institutional Class Portfolio............................ 25,000,000
Sirach Fixed Income Institutional Service Class Portfolio.................... 10,000,000
Sirach Growth Institutional Class Portfolio.................................. 25,000,000
Sirach Growth Institutional Service Class Portfolio.......................... 10,000,000
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Sirach Short-Term Reserves Institutional Class Portfolio..................... 25,000,000
Sirach Short-Term Reserves Institutional Service Class Portfolio............. 10,000,000
Sirach Special Equity Institutional Class Portfolio.......................... 50,000,000
Sirach Special Equity Institutional Service Class Portfolio.................. 10,000,000
Sterling Partners' Balanced Institutional Class Portfolio.................... 25,000,000
Sterling Partners' Balanced Institutional Service Class Portfolio............ 10,000,000
Sterling Partners' Equity Institutional Class Portfolio...................... 25,000,000
Sterling Partners' Equity Institutional Service Class Portfolio.............. 10,000,000
Sterling Partners' Short-Term Fixed Income Institutional Class Portfolio..... 25,000,000
Sterling Partners' Short-Term Fixed Income Institutional Service Class
Portfolio................................................................... 10,000,000
Sterling Partners' Treasury Institutional Class Portfolio.................... 400,000,000
Sterling Partners' Treasury Institutional Service Class Portfolio............ 10,000,000
TS&W International Equity Institutional Class Portfolio...................... 25,000,000
TS&W International Equity Institutional Service Class Portfolio.............. 10,000,000
TS&W Equity Institutional Class Portfolio.................................... 25,000,000
TS&W Equity Institutional Service Class Portfolio............................ 10,000,000
TS&W Fixed Income Portfolio Institutional Class Portfolio.................... 25,000,000
TS&W Fixed Income Institutional Service Class Portfolio...................... 10,000,000
TS&W Limited Volatility Institutional Class Portfolio........................ 25,000,000
TS&W Limited Volatility Institutional Service Class Portfolio................ 10,000,000
TS&W Balanced Institutional Class Portfolio.................................. 25,000,000
TS&W Balanced Institutional Service Class Portfolio.......................... 10,000,000
</TABLE>

TWELFTH: The Board of Directors of the Corporation, at a meeting called
on September 8, 1994, adopted Articles Supplementary classifying or
reclassifying unissued shares of the Common Stock of the Corporation as
follows:

6
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
FMA Small Company Institutional Class Portfolio.............................. 25,000,000
FMA Small Company Institutional Service Class Portfolio...................... 10,000,000
HJMC Equity Institutional Class Portfolio.................................... 25,000,000
HJMC Equity Institutional Service Class Portfolio............................ 10,000,000
ICM Equity Institutional Class Portfolio..................................... 25,000,000
ICM Equity Institutional Service Class Portfolio............................. 10,000,000
ICM Fixed Income Institutional Class Portfolio............................... 50,000,000
ICM Fixed Income Institutional Service Class Portfolio....................... 10,000,000
ICM Intermediate-Term Fixed Income Institutional Class Portfolio............. 25,000,000
ICM Intermediate-Term Fixed Income Institutional Service Class Portfolio..... 10,000,000
ICM Short-Intermediate-Term Fixed Income Institutional Class Portfolio....... 25,000,000
ICM Short-Intermediate Term Fixed Income Institutional Service Class
Portfolio................................................................... 10,000,000
ICM Small Company Institutional Class Portfolio.............................. 50,000,000
ICM Small Company Institutional Service Class Portfolio...................... 10,000,000
McKee Domestic Equity Institutional Class Portfolio.......................... 25,000,000
McKee Domestic Equity Institutional Service Class Portfolio.................. 10,000,000
McKee U.S. Government Institutional Class Portfolio.......................... 25,000,000
McKee U.S. Government Institutional Service Class Portfolio.................. 10,000,000
McKee International Equity Institutional Class Portfolio..................... 25,000,000
McKee International Equity Institutional Service Class Portfolio............. 10,000,000
NWQ Balanced Institutional Class Portfolio................................... 25,000,000
NWQ Balanced Institutional Service Class Portfolio........................... 10,000,000
NWQ Value Equity Institutional Class Portfolio............................... 25,000,000
NWQ Value Equity Institutional Service Class Portfolio....................... 10,000,000
Rice, Hall James Small Cap Institutional Class Portfolio..................... 25,000,000
Rice, Hall James Small Cap Institutional Service Class Portfolio............. 10,000,000
Rothschild Fixed Income Institutional Class Portfolio........................ 25,000,000
Rothschild Fixed Income Institutional Service Class Portfolio................ 10,000,000
Rothschild Mid Cap Institutional Class Portfolio............................. 25,000,000
Rothschild Mid Cap Institutional Service Class Portfolio..................... 10,000,000
SAMI Preferred Stock Income Institutional Class Portfolio.................... 25,000,000
SAMI Preferred Stock Income Institutional Service Class Portfolio............ 10,000,000
Sirach Strategic Balanced Institutional Class Portfolio...................... 25,000,000
Sirach Strategic Balanced Institutional Service Class Portfolio.............. 10,000,000
Sirach Fixed Income Institutional Class Portfolio............................ 25,000,000
Sirach Fixed Income Institutional Service Class Portfolio.................... 10,000,000
Sirach Growth Institutional Class Portfolio.................................. 25,000,000
Sirach Growth Institutional Service Class Portfolio.......................... 10,000,000
Sirach Short-Term Reserves Institutional Class Portfolio..................... 25,000,000
Sirach Short-Term Reserves Institutional Service Class Portfolio............. 10,000,000
Sirach Special Equity Institutional Class Portfolio.......................... 50,000,000
Sirach Special Equity Institutional Service Class Portfolio.................. 10,000,000
Sterling Partners' Balanced Institutional Class Portfolio.................... 25,000,000
Sterling Partners' Balanced Institutional Service Class Portfolio............ 10,000,000
Sterling Partners' Equity Institutional Class Portfolio...................... 25,000,000
Sterling Partners' Equity Institutional Service Class Portfolio.............. 10,000,000
</TABLE>

7
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Sterling Partners' Short-Term Fixed Income Institutional Class Portfolio..... 25,000,000
Sterling Partners' Short-Term Fixed Income Institutional Service Class
Portfolio................................................................... 10,000,000
Sterling Partners' Treasury Institutional Class Portfolio.................... 400,000,000
Sterling Partners' Treasury Institutional Service Class Portfolio............ 10,000,000
TS&W International Equity Institutional Class Portfolio...................... 25,000,000
TS&W International Equity Institutional Service Class Portfolio.............. 10,000,000
TS&W Equity Institutional Class Portfolio.................................... 25,000,000
TS&W Equity Institutional Service Class Portfolio............................ 10,000,000
TS&W Fixed Income Portfolio Institutional Class Portfolio.................... 25,000,000
TS&W Fixed Income Institutional Service Class Portfolio...................... 10,000,000
TS&W Limited Volatility Institutional Class Portfolio........................ 25,000,000
TS&W Limited Volatility Institutional Service Class Portfolio................ 10,000,000
TS&W Balanced Institutional Class Portfolio.................................. 25,000,000
TS&W Balanced Institutional Service Class Portfolio.......................... 10,000,000
</TABLE>

THIRTEENTH: The shares of each series classified and allocated in
Articles Sixth, Ninth, Eleventh and Twelfth hereof have been classified or
reclassified by the Board of Directors of the Corporation pursuant to
authority and power contained in Section 2-105(c) of the MGCL and the
Corporation's Articles of Incorporation and shall have all the rights and
privileges as set forth in the Corporation's Articles of Incorporation
including such priority in the assets and liabilities of such series as may
be provided in such Articles.

IN WITNESS WHEREOF, THE REGIS FUND, INC. has caused these Articles
Supplementary to be signed in its name and on its behalf this 18th day of
November, 1994.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

<TABLE>
<C> <S>
/s/ KARL O. HARTMANN
- -------------------------------------------
Karl O. Hartmann
SECRETARY
</TABLE>

8
<PAGE>
THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/ NORTON H. REAMER

--------------------------------------
Norton H. Reamer
PRESIDENT

9
<PAGE>
EXHIBIT 1B

THE REGIS FUND, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on December 15, 1994, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

SECOND: (a) The Board of Directors of the Corporation has designated
an Institutional Class of the shares of each series of
Common Stock and an Institutional Service Class of the shares of
each series of Common Stock of the Corporation, par value $.001
per share, having such preferences, conversion or other voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption, identical
in all respects, except for the class designation, the allocation
of certain expenses, voting rights and exchange privileges.

(b) The shares of the Institutional Service Class represent
proportionate interests in the same portfolio of
investments as shares of the respective Institutional Class of
the Corporation. The shares of the Institutional Service Class
have the same preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as the
shares of the respective Institutional Class, all as set forth in
the Articles of Incorporation of the Corporation, except for the
differences hereafter set forth:

1. The dividends and distributions of investment income
and capital gains with respect to the Institutional
Service Class of shares of Common Stock shall be in such
amounts as may be declared from time to time by the Board of
Directors, and such dividends and distribution may vary with
respect to such class from the dividends and distributions of
investment income and capital gains with respect to the other
classes of the Common Stock of the Corporation to reflect
differing allocations of the expenses of the classes, to such
extent and for such purposes as the Board of Directors may
deem appropriate. The allocation of investment income and
capital gains and expenses and liabilities of the Corporation
among the classes of the Common Stock of the Corporation
shall be determined by the Board of Directors in a manner
that is consistent with the Order dated April 26, 1994
(Investment Company Act of 1940, Release No. 20250) issued by
the Securities and Exchange Commission, and any existing or
future amendment to such Order or any rule or interpretation
under the Investment Company Act of 1940, as amended, that
modifies or supersedes such Order;

1
<PAGE>
pursuant to Rule 12(b)(1) under the Investment Company Act of
1940, as amended (a "Distribution Plan") applicable to the
Institutional Service Class and (ii) no voting rights with
respect to the provisions of any Distribution Plan applicable
to any other classes of the Common Stock of the Corporation
or with regard to any other matter submitted to a vote of
stockholders which does not affect holders of the
Institutional Service Class shares.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Enhanced Monthly Income
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series' Institutional Class Shares and ten million (10,000,000) shares
of the unallocated and unissued Common Stock of the Corporation are
classified and allocated to such series' Institutional Service Class Shares.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the TS&W Virginia Tax-Free
Bond Portfolio and twenty-five million (25,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series' Institutional Class Shares Portfolio and ten
million (10,000,000) shares of the unallocated and unissued Common Stock of
the Corporation are classified and allocated to such series' Institutional
Service Class Shares.

FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the Enhanced Monthly Income Portfolio and the Institutional Class
Shares and Institutional Service Class Shares of the TS&W Virginia Tax-Free
Bond Portfolio so classified and allocated shall have all the rights and
privileges as set forth in the Articles of Incorporation of the Corporation,
including such priority in the assets and liabilities of such series as may
be provided in such Articles.

SIXTH: The Institutional Class Shares and Institutional Service Class
Shares of the Enhanced Monthly Income Portfolio and the Institutional Class
Shares and Institutional Service Class Shares of the TS&W Virginia Tax-Free
Bond Portfolio have been classified and reclassified by the Board of
Directors pursuant to the authority contained in the Articles of
Incorporation of the Corporation.

SEVENTH: After giving effect to the allocation, the total amount of
stock allocated to each series is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Acadian Emerging Markets Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Acadian International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
AEW Commercial Mortgage-Backed Securities Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Cambiar Anticipation Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
C & B Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
C & B Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
DSI Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Disciplined Value Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Limited Maturity Bond Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Money Market Portfolio
- - Institutional Class Shares.......................................................... 400,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Enhanced Monthly Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
FMA Small Company Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
HJMC Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Intermediate-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Small Company Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee Domestic Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee U.S. Government Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
NWQ Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
NWQ Value Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Rice, Hall, James Small Cap Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Rothschild Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Rothschild Mid Cap Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
SAMI Preferred Stock Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Strategic Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Growth Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Short-Term Reserves Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Special Equity Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Limited Volatility Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Virginia Tax-Free Bond Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

4
<PAGE>
IN WITNESS WHEREOF, The Regis Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 15th day of
December, 1994.

THE REGIS FUND, INC.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

<TABLE>
<C> <S>
/s/ KARL O. HARTMANN
- -------------------------------------------
Karl O. Hartmann
SECRETARY
</TABLE>

THE UNDERSIGNED, President of The Regis Fund, Inc., who executed on behalf
of said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

5
<PAGE>
EXHIBIT 1B

UAM FUNDS, INC.
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

UAM FUNDS, INC., a Maryland corporation having its principal office in
Boston, Massachusetts (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation,
at a meeting called for such purpose on December 14, 1995, adopted these
Articles Supplementary classifying or reclassifying unissued shares of the
Common Stock of the Corporation.

1. The dividends and distributions of investment income
and capital gains with respect to the Institutional
Service Class of shares of Common Stock shall be in such
amounts as may be declared from time to time by the Board of
Directors, and such dividends and distribution may vary with
respect to such class from the dividends and distributions of
investment income and capital gains with respect to the other
classes of the Common Stock of the Corporation to reflect
differing allocations of the expenses of the classes, to such
extent and for such purposes as the Board of Directors may
deem appropriate. The allocation of investment income and
capital gains and expenses and liabilities of the Corporation
among the classes of the Common Stock of the Corporation
shall be determined by the Board of Directors in a manner
that is consistent with the Order dated April 26, 1994
(Investment Company Act of 1940, Release No. 20250) issued by
the Securities and Exchange Commission, and any existing or
future amendment to such Order or any rule or interpretation
under the Investment Company Act of 1940, as amended, that
modifies or supersedes such Order;

1
<PAGE>
pursuant to Rule 12(b)(1) under the Investment Company Act of
1940, as amended (a Distribution Plan) applicable to the
Institutional Service Class and (ii) no voting rights with
respect to the provisions of any Distribution Plan applicable
to any other classes of the Common Stock of the Corporation
or with regard to any other matter submitted to a vote of
stockholders which does not affect holders of the
Institutional Service Class shares.

THIRD: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Rice, Hall, James Mid Cap
Portfolio and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to
such series Institutional Class Shares and ten million (10,000,000) shares
of the unallocated and unissued Common Stock of the Corporation are
classified and allocated to such series' Institutional Service Class Shares.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the Sirach Equity Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series
Institutional Class Shares Portfolio and ten million (10,000,000) shares of
the unallocated and unissued Common Stock of the Corporation are classified
and allocated to such series' Institutional Service Class Shares.

FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the Rice, Hall, James Mid Cap Portfolio and the Institutional
Class Shares and Institutional Service Class Shares of the Sirach Equity
Portfolio so classified and allocated shall have all the rights and
privileges as set forth in the Articles of Incorporation of the Corporation,
including such priority in the assets and liabilities of such series as may
be provided in such Articles.

SIXTH: The Institutional Class Shares and Institutional Service Class
Shares of Rice, Hall, James Mid Cap Portfolio and the Institutional Class
Shares and Institutional Service Class Shares of the Sirach Equity Portfolio
have been classified and reclassified by the Board of Directors pursuant to
the authority contained in the Articles of Incorporation of the Corporation.

SEVENTH: After giving effect to the allocation, the total amount of
stock allocated to each series is as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Acadian Emerging Markets Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Acadian International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
AEW Commercial Mortgage-Backed Securities Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Cambiar Anticipation Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
C & B Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
C & B Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
DSI Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Disciplined Value Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Limited Maturity Bond Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
DSI Money Market Portfolio
- - Institutional Class Shares.......................................................... 400,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Enhanced Monthly Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
FMA Small Company Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
HJMC Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Intermediate-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
ICM Small Company Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee Domestic Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee U.S. Government Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
McKee International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
NWQ Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
NWQ Value Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Rice, Hall, James Small Cap Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Rice, Hall, James Mid Cap Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Rothschild Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Rothschild Mid Cap Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
SAMI Preferred Stock Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Strategic Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Growth Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Short-Term Reserves Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sirach Special Equity Portfolio
- - Institutional Class Shares.......................................................... 50,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W International Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Equity Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Fixed Income Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
NAME OF SERIES ALLOCATED
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
TS&W Limited Volatility Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Balanced Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
TS&W Virginia Tax-Free Bond Portfolio
- - Institutional Class Shares.......................................................... 25,000,000
- - Institutional Service Class Shares.................................................. 10,000,000
</TABLE>

IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles Supplementary
to be signed in its name and on its behalf this 14th day of December, 1995.

UAM FUNDS, INC.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

Attest:

<TABLE>
<C> <S>
/s/ KARL O. HARTMANN
- -------------------------------------------
Karl O. Hartmann
SECRETARY
</TABLE>

THE UNDERSIGNED, President of UAM Funds, Inc., who executed on behalf of
said Corporation the foregoing Articles Supplementary to the Articles of
Incorporation, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to the Articles of Incorporation to be the corporate act of said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters in fact set forth herein with respect to the approval thereof are
true in all materials respects, under the penalties of perjury.

By: /s/ NORTON H. REAMER

-----------------------------------
Norton H. Reamer
PRESIDENT

<PAGE>
- --------------------------------------------------------------------------------

NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
SIRACH EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

TOTAL AUTHORIZED ISSUE
10,000,000 SHARES PAR VALUE ($.001) EACH

CUSIP #:
THIS CERTIFIES THAT UAM FUNDS INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
- --------------------------------------------------------------------------------
<PAGE>
UAM FUNDS, INC.

THE FUND WILL FURNISH WITHOUT CHARGE EACH SHAREHOLDER UPON REQUEST A FULL
STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE FUND IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO
THE TRANSFER AGENT OF THE FUND AT ITS OFFICE IN BOSTON, MASSACHUSETTS.

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.
<TABLE>
<CAPTION>
<S><C>

TEN COM - as tenants in common UNIF GIFT MIN ACT ____________ Custodian _________________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common _________________
(State)
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

- -------------------------------------------------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

- -------------------------------------------------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES.

DATED ______________ 19 __

SIGNATURE GUARANTEED

____________________________________________

_____________________________________________________
(SIGNATURE OF ALL MUST BE GUARANTEED)
</TABLE>

<PAGE>

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

NUMBER SHARES
[ ] [ ]
UAM FUNDS, INC.
SIRACH EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES

TOTAL AUTHORIZED ISSUE
25,000,000 SHARES PAR VALUE ($.001) EACH

CUSIP #:
THIS CERTIFIES THAT
UAM FUNDS INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND

IS THE OWNER OF

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
- --------------------------------------------------------------------------------
<PAGE>
UAM FUNDS, INC.

TEN COM - as tenants in common UNIF GIFT MIN ACT ____________ Custodian _________________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common _________________
(State)
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES.

DATED ______________ 19 __

SIGNATURE GUARANTEED

____________________________________________

_____________________________________________________
(SIGNATURE OF ALL MUST BE GUARANTEED)
</TABLE>

<PAGE>
EXHIBIT 5

INVESTMENT ADVISORY AGREEMENT

UAM FUNDS, INC.
SIRACH EQUITY PORTFOLIO

AGREEMENT made this day of , 1996 by and between UAM
Funds, Inc., a Maryland corporation, (the "Fund") and Sirach Capital Management,
Inc., a Washington corporation, (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's SIRACH EQUITY PORTFOLIO (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of 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

<PAGE>

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 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: 0.65%.

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

<PAGE>

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
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,

<PAGE>

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 , 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of 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

<PAGE>

Agreement may be terminated by the Portfolio at any time, without the payment of
any penalty, by vote of a majority of the entire Board of 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) 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_______day of___________, 1996.

<PAGE>

SIRACH CAPITAL MANAGEMENT, INC. UAM FUNDS, INC.

By_______________________ By________________________
Boyd E. Sharp, Jr. Norton H. Reamer
President Chairman of the Board