UAM FUNDS INC, 485BPOS, 1996-02-29

UAM FUNDS INC
485BPOS, 1996-02-29

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEAs # 34 and #35
As filed with the Securities and Exchange Commission on February 28, 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. 36 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 38 /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)
/x/ immediately upon filing pursuant to Paragraph (b)
/ / on (date) pursuant to Paragraph (b)
/ / 60 days after filing pursuant to Paragraph (a)
/ / 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

<TABLE>
<CAPTION>
PART A OF FORM N-1A LOCATION IN PROSPECTUS
<S> <C> <C>
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 Included in the Registrant's Annual Report
of Fund Performance 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 Cover Page; Purchase of Shares; Buying,
Being Offered Selling and Exchanging Shares

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

Item 9. Pending Legal Proceedings Not Applicable

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PART B OF FORM N-1A LOCATION IN STATEMENT OF ADDITIONAL
INFORMATION
<S> <C> <C>

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 PoliciesInvestment Objective and Policies;
Investment Limitations

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

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

Item 16.Investment Advisory and Investment Adviser
Other Services

Item 17.Brokerage Allocation and Portfolio Transactions
Other Practices

Item 18.Capital Stock and Other General Information
Securities

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

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
</TABLE>

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. 36

PART A

The following Prospectuses are included in this Post-Effective Amendment No.
36:

- -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
- -Sirach Portfolios Institutional Class Shares
- - Sirach Strategic Balanced, Growth and Special Equity
Portfolios Institutional Service 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. 36

PART B

Statements of Additional Information included in this Post-Effective
Amendment No. 36:

- -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 -Sirach
Portfolios Institutional Class Shares and Institutional Service 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, MA 02208-2798
1-800-638-7983

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

ACADIAN ASSET MANAGEMENT, INC.
SERVES AS INVESTMENT ADVISER TO THE ACADIAN PORTFOLIOS
INSTITUTIONAL CLASS SHARES
-----------------

PROSPECTUS--FEBRUARY 29, 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. Several of the Fund's Portfolios offer two separate classes
of shares: Institutional Class Shares and Institutional Service Class Shares.
The Acadian Portfolios currently offer only one class of shares. The securities
offered in this Prospectus are Institutional Class Shares of two no-load
Portfolios of the Fund managed by Acadian Asset Management, Inc.: the Acadian
Emerging Markets Portfolio, a non-diversified Portfolio and the Acadian
International Equity Portfolio, a diversified Portfolio.

ACADIAN EMERGING MARKETS PORTFOLIO. The objective of the Acadian Emerging
Markets Portfolio is to seek long-term capital appreciation by investing
primarily in common stocks of emerging country issuers.

Investment in emerging country and emerging market equity securities
involves certain risk considerations which are not normally involved in
investment in securities of U.S. companies.

ACADIAN INTERNATIONAL EQUITY PORTFOLIO. The objective of the Acadian
International Equity Portfolio is to provide maximum long-term total return
consistent with reasonable risk to principal that is superior over the long term
to the performance of the Benchmark Index (Morgan Stanley Capital International
Index for Europe, Australia and the Far East or "EAFE") by investing in a
diversified portfolio of equity securities of primarily non-United States
issuers.

There can be no assurance that either Portfolio 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
February 28, 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
Acadian Portfolios will incur. However, transaction fees may be charged if you
are a customer of a broker-dealer of 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>
ACADIAN
INT'L
ACADIAN EMERGING EQUITY
MARKETS PORTFOLIO PORTFOLIO
----------------- -----------
<S> <C> <C>
Sales Load Imposed on Purchases......................................................... NONE NONE
Sales Load Imposed on Reinvested Dividends.............................................. NONE NONE
Deferred Sales Load..................................................................... NONE NONE
Redemption Fees......................................................................... NONE NONE
Exchange Fees........................................................................... NONE NONE
</TABLE>

ANNUAL PORTFOLIO OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
ACADIAN
EMERGING ACADIAN INT'L
MARKETS EQUITY
PORTFOLIO PORTFOLIO
------------- -------------
<S> <C> <C>
Investment Advisory Fees........... 1.00% .75%*
Administrative Fees................ 0.38% 3.24%
12b-l Fees......................... NONE NONE
Distribution Costs................. NONE NONE
Other Expenses..................... .80% 2.09%
Advisory Fees Waived and Expenses
Assumed........................... (.40)% (5.04)%
----- -----
Total Operating Expenses (After Fee
Waiver):.......................... 1.78%**+ 1.04%**+
----- -----
----- -----
</TABLE>

- --------------
*The Adviser's fee is as follows: 0.75% for the first $50 million in net
assets, 0.65% for the next $50 million, 0.50% for the next $100 million and
0.40% over $200 million.

**Absent fee waivers and expenses assumed by the Adviser, annualized Total
Operating Expenses of the Acadian Emerging Markets and the Acadian
International Equity Portfolios for the fiscal year ended October 31, 1995
would have been 2.18% and 6.08%, respectively.

+The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating Expenses
of the Acadian Emerging Markets and International Equity Portfolios would be
1.77% and 1.00%, respectively.

The purpose of this table is to assist the investor in understanding the
various expenses that an investor of the Acadian Portfolios of the Fund will
bear directly or indirectly. The expenses and fees set forth above are based on
the Portfolios' operations during the fiscal year ended October 31, 1995 except
that Advisory Fees Waived and Expenses Assumed have been restated for the
International Equity Portfolio to reflect the current expense cap.

The Adviser has agreed to waive all or part of its advisory fee and to
assume operating expenses on behalf of the Emerging Markets Portfolio, if
necessary, in order to keep its total annual operating expenses from exceeding
2.5% of its average daily net assets. Effective January 1, 1996 until further
notice, the Adviser has voluntarily agreed to waive all or part of its advisory
fee and to assume operating expenses on behalf of the International Equity
Portfolio, if necessary, in order to keep its total annual operating expenses
from exceeding 1.00% of its average daily net assets. The Fund will not
reimburse the Adviser for advisory fees waived or expenses that the Adviser may
bear on behalf of the Portfolios.

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 Portfolio charges no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
----------- ----------- -----------
<S> <C> <C> <C>
Acadian Emerging Markets Portfolio................................................. $ 18 $ 56 $ 96
Acadian International Equity Portfolio............................................. $ 11 $ 33 $ 57

<CAPTION>
10 YEARS
-----------
<S> <C>
Acadian Emerging Markets Portfolio................................................. $ 209
Acadian International Equity Portfolio............................................. $ 127
</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.

2
<PAGE>
PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT ADVISER

Acadian Asset Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1986, serves as investment adviser to the Fund's Acadian
Emerging Markets Portfolio and the Acadian International Equity Portfolio. The
Adviser presently manages over $2.6 billion in funds for primarily institutional
clients. See "Investment Adviser."

PURCHASE OF SHARES

The Fund offers shares of common stock, par value $.001, of the Portfolios
through UAM Fund Distributors, Inc. (the "Distributor"), to investors without a
sales commission at net asset value next determined after the purchase order is
received in proper form. Share purchases may be made by sending investments
directly to the Fund. The minimum initial investment for each Portfolio is
$2,500; the minimum for subsequent investments is $100. The officers of the Fund
may make certain exceptions to the initial and minimum investment amounts. See
"Purchase of Shares."

DIVIDENDS AND DISTRIBUTIONS

Both Portfolios will normally distribute substantially all of their net
investment income in the form of annual dividends. Any realized net capital
gains will also be distributed annually. Distributions will be reinvested in the
Portfolios' 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. Each Portfolio's share price will fluctuate with market and economic
conditions. Therefore, your investment may be worth more or less when redeemed
than when purchased. Shares of both Acadian Portfolios may be exchanged for
shares of the other Portfolio. See "Redemption of Shares" and "Shareholder
Services."

ADMINISTRATIVE SERVICES

Chase Global Funds Services Company (the "Administrator"), a subsidiary of
The Chase Manhattan Bank, N.A., provides the Fund with administrative, dividend
disbursing and transfer agent services. See "Administrative Services."

RISK FACTORS

Prospective investors in the Fund should consider the following factors
associated with an investment in the Portfolio: (1) The Acadian Emerging Markets
Portfolio is "non-diversified" for purposes of the Investment Company Act of
1940, as amended (the "1940 Act"), meaning that it may invest more than 5% of
its assets in the securities of one issuer. (See "INVESTMENT POLICIES:
NON-DIVERSIFICATION.") (2) The Acadian Emerging Markets Portfolio may invest in
securities rated lower than Baa by Moody's Investors Service, Inc. or BBB by
Standard & Poor's Corporation. These securities carry a high degree of credit
risk, and are considered speculative by the major credit rating agencies and are
sometimes referred to as "junk bonds". (See "INVESTMENT POLICIES.") (3) The
Portfolios may invest in securities of foreign issuers, which may be subject to
additional risk factors, including foreign currency risks, not applicable to
securities of U.S. issuers, (See "ADDITIONAL INVESTMENT INFORMATION: FOREIGN
INVESTMENT RISK FACTORS.") (4) The fixed income securities held by the
Portfolios will be affected by general changes in interest rates resulting in
increases or decreases in the value of the obligations held by the Portfolios.
The value of the securities held by the Portfolios can be expected to vary
inversely to the changes in the prevailing interest rates, i.e., as interest
rates decline,

3
<PAGE>

market value tends to increase and vice versa. (5) In general, the Portfolios
will not trade for short-term profits, when circumstances warrant, investments
may be sold without regard to the length of time held. High rates of turnover
may result in additional cost and the realization of capital gains. (See "OTHER
INVESTMENT POLICIES--PORTFOLIO TURNOVER.") (6) The Portfolios may engage in
various investment portfolio strategies to seek to hedge their investment
portfolio against movements in the equity markets, interest rates and exchange
rates between currencies by the use of derivatives including options, futures
and options on futures. Utilization of options and futures transactions involves
the risks of imperfect correlations in movements in the price of options and
futures and movements in the price of the securities, interest rates or
currencies which are subject of the hedge. Options and futures transactions in
foreign markets are also subject to the risk factors associated with foreign
investments generally. There can be no assurance that a liquid secondary market
for options and futures contracts will exist at the specific time. (See
"INVESTMENT POLICIES.") (7) In addition, the Portfolios may use various
investment practices that involve special consideration, including investing in
repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities, each of which involves special risks. (See
"OTHER INVESTMENT POLICIES.") The value of the Portfolio's shares can be
expected to fluctuate in response to changes in the market and economic
conditions, as well as the financial conditions and prospects of the issuers in
which the Portfolio invest.

FINANCIAL HIGHLIGHTS

The following tables provide selected per share data and ratios for a share
outstanding throughout the periods presented of the Acadian International Equity
and Emerging Markets Portfolios and are part of the Portfolios' Financial
Statements included in the Portfolios' 1995 Annual Reports 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 Portfolios' Statement of Additional Information. The
following information should be read in conjunction with the Portfolios' 1995
Annual Reports to Shareholders.

ACADIAN INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
MARCH 29, YEARS ENDED
1993** TO OCTOBER 31,
OCTOBER 31, ------------------
1993 1994 1995
-------------- -------- --------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 10.00 $ 11.77 $ 12.37
Income from Investment Operations:
Net Investment Loss(1)..................... (0.04) (0.04) (0.01)
Net Realized and Unrealized Gain (Loss).... 1.81 0.95 (0.56)
-------------- -------- --------
Total from Investment Operations......... 1.77 0.91 (0.57)
-------------- -------- --------
Distributions:
Net Realized Gain.......................... -- (0.31) (0.26)
-------------- -------- --------
Net Asset Value, End of Period............... $ 11.77 $ 12.37 $ 11.54
-------------- -------- --------
-------------- -------- --------
Total Return................................. 17.70%+ 8.02%+ (4.58)%+
-------------- -------- --------
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)........ $ 2,264 $ 2,427 $ 2,475
Ratio of Expenses to Average Net Assets
(1)....................................... 2.50%* 2.50% 2.54%#
Ratio of Net Investment to Average Net
Assets (1)................................ (0.76)%* (0.38)% (0.11)%
Portfolio Turnover Rate.................... 44% 56% 76%
</TABLE>

- --------------
*Annualized
**Commencement of operations

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

(1)Net of voluntarily waived fees and expenses assumed by the Adviser for the
period ended October 31, 1993 and the years ended October 31, 1994 and 1995
of $0.14, $0.21 and $0.46 per share, respectively.

4
<PAGE>
ACADIAN EMERGING MARKETS PORTFOLIO

<TABLE>
<CAPTION>
JUNE 17, YEARS ENDED
1993** TO OCTOBER 31,
OCTOBER 31, ------------------
1993 1994 1995
------------ -------- --------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 10.00 $ 11.34 $ 14.00
Income from Investment Operations:
Net Investment Income (Loss) (1)........... (0.01) (0.03) 0.05
Net Realized and Unrealized Gain........... 1.35 2.74 (2.82)
------------ -------- --------
Total from Investment Operations......... 1.34 2.71 (2.77)
------------ -------- --------
Distributions:
Net Realized Gain.......................... -- (0.05) --
------------ -------- --------
Net Asset Value, End of Period............... $ 11.34 $ 14.00 $ 11.23
------------ -------- --------
------------ -------- --------
Total Return................................. 13.40%+ 23.97%+ (19.79)%+
------------ -------- --------
Ratios and Supplemental Data:
Net Assets, End of Period (Thousands)........ $ 3,927 $ 5,558 $ 33,944
Ratio of Expenses to Average Net Assets
(1)....................................... 2.43%* 2.07% 1.78%#
Ratio of Net Investment Income (Loss) to
Average Net Assets (1).................... (0.37)%* (0.25)% 0.86%
Portfolio Turnover Rate.................... 2% 9% 21%
</TABLE>

- --------------
*Annualized
**Commencement of operations

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

(1)Net of voluntarily waived fees for period ended October 31, 1993 and for the
years ended October 31, 1994 and 1995 of $0.04, $0.12 and $0.02 per share,
respectively.

PERFORMANCE CALCULATIONS

The Portfolios 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 a Portfolio over a measuring period. Aggregate total return reflects the
total percentage change in value over a measuring period. Both periods of
calculating total return assume that dividends and capital gains distributions
made by a Portfolio during the period are reinvested in the Portfolio's shares.
The Portfolios' Annual Reports to Shareholders for the most recent fiscal year
end contain additional performance information that includes comparisons with
appropriate indices. The Annual Reports are 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

THE INVESTMENT OBJECTIVES OF EACH PORTFOLIO ARE FUNDAMENTAL AND MAY NOT BE
CHANGED WITHOUT SHAREHOLDER APPROVAL. THE ACHIEVEMENT OF THESE OBJECTIVES CANNOT
BE ASSURED.

5
<PAGE>
INVESTMENT POLICIES

ACADIAN EMERGING MARKETS PORTFOLIO. The Portfolio seeks to achieve its
investment objective by investing primarily in common stocks of emerging country
issuers. Common stocks for this purpose include common stock and equivalents,
such as securities convertible to common stocks and securities having common
stock characteristics, such as rights and warrants to purchase common stocks.
Under normal conditions, at least 65% of the Portfolio's total assets will be
invested in emerging country equity securities. As used in this Prospectus, the
term "emerging country" applies to any country which, in the opinion of the
Adviser, is generally considered to be an emerging or developing country by the
international financial community, including the International Bank for
Reconstruction and Development (more commonly known as the World Bank) and the
International Finance Corporation. There are over 130 countries which, in the
opinion of the Adviser, are generally considered to be emerging or developing
countries by the international financial community, approximately 40 of which
currently have stock markets. These countries generally include every nation in
the world except the United States, Canada, Japan, Australia, New Zealand and
most nations located in Western Europe. Currently, investing in many emerging
countries is not feasible or may involve unacceptable political risks. The
Portfolio will focus its investments on those emerging market countries in which
it believes the economies are developing and in which the markets are becoming
more sophisticated. The Portfolio intends to invest primarily in some or all of
the following countries:

<TABLE>
<S> <C> <C> <C>
Argentina Hungary Malaysia South Africa
Botswana India Mexico Sri Lanka
Brazil Indonesia Nigeria Taiwan
Chile Ireland Pakistan Thailand
China Jamaica Peru Turkey
Colombia Jordan Philippines Venezuela
Czech Republic Kenya Poland Zimbabwe
Egypt Korea Portugal
Greece Luxembourg Singapore
</TABLE>

The Portfolio will generally invest in a representative portfolio within
each country rather than attempting to predict the relative performance of one
security over another within each country. As markets in other countries
develop, the Portfolio expects to expand and further diversify the emerging
countries in which it invests. The Portfolio does not intend to invest in any
security in a country where the currency is not freely convertible to United
States dollars, unless the Portfolio has obtained the necessary governmental
licensing to convert such currency or other appropriately licensed or sanctioned
contractual guarantee to protect such investment against loss of that currency's
external value, or the Portfolio has a reasonable expectation at the time the
investment is made that such governmental licensing or other appropriately
licensed or sanctioned guarantee would be obtained or that the currency in which
the security is quoted would be freely convertible at the time of any proposed
sale of the security by the Portfolio.

An emerging country security is one issued by a company that, in the opinion
of the Adviser, has one or more of the following characteristics: (i) its
principal securities trading market is in an emerging country, (ii) alone or on
a consolidated basis it derives 50% or more of its annual revenue from either
goods produced, sales made or services performed in emerging countries, or (iii)
it is organized under the laws of, and has a principal office in, an emerging
country. The Adviser will base determinations as to eligibility on publicly
available information and inquiries made to the companies. See "Additional
Investment Information--Foreign Investment Risk Factors" for a discussion of the
nature of information publicly available for non-United States companies.

To the extent that the Portfolio's assets are not invested in emerging
country common stocks, the remainder of the assets may be invested in (i) debt
securities denominated in the currency of an emerging country or issued or
guaranteed by an emerging country company or the government of an emerging
country, (ii) equity or debt securities of corporate or governmental issuers
located in industrialized countries, and (iii) short-term and medium-term debt
securities of the type described below under "Temporary Investments."

The Portfolio's assets may be invested in debt securities when the Adviser
believes that such debt securities offer opportunities for long-term capital
appreciation. In making such investment decisions, the Adviser considers,
generally, the relative potential for capital appreciation of equity securities,
interest rate levels, economic trends, currency trends and prospects, and,
specifically, the prospects for appreciation of selected debt issues. It is
likely that many of the debt securities in which the Portfolio will invest will
be unrated, and whether or not rated, such securities may have speculative
characteristics. When deemed appropriate by the Adviser, the Portfolio may

6
<PAGE>

invest up to 10% of its total assets (measured at the time of the investment) in
lower quality debt securities. Lower quality debt securities, also known as
"junk bonds," are often considered to be speculative and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness. The
market prices of these securities may fluctuate more than those of higher
quality securities and may decline significantly in periods of general economic
difficulty, which may follow periods of rising interest rates. Securities in the
lowest quality category may present the risk of default, or may be in default.
In the fiscal year ended October 31, 1995, the Portfolio did not invest in debt
securities. When economic or market conditions are such that the Adviser deems a
temporary defensive position to be appropriate, the Portfolio may invest less
than 65% of its total assets in emerging country equity securities in which case
the Portfolio may invest in other equity securities without regard to whether
they qualify as emerging country or emerging market equity securities or in debt
securities of the kind described under "Temporary Investments" below.

The Portfolio may invest directly in securities of emerging country issuers
through sponsored or unsponsored American Depositary Receipts ("ADRs"). ADRs may
not necessarily be denominated in the same currency as the underlying securities
into which they may be converted. In addition, the issuers of the stock of
unsponsored ADRs are not obligated to disclose material information in the
United States and, therefore, there may not be a correlation between such
information and the market value of the ADR.

The Portfolio intends to purchase and hold securities for long-term capital
appreciation and normally does not expect to trade for short-term gain.
Accordingly, it is anticipated that the annual portfolio turnover rate normally
will not exceed 100%, although in any particular year, market conditions could
result in portfolio activity at a greater or lesser rate than anticipated. The
rate of portfolio turnover will not be a limiting factor when the Portfolio
deems it appropriate to purchase or sell securities. However, the U.S. federal
tax requirement that the Portfolio derive less than 30% of its gross income from
the sale or disposition of securities held less than three months may limit the
Portfolio's ability to dispose of its securities.

INVESTMENT FUNDS. Some emerging countries have laws and regulations that
currently preclude direct foreign investment in the securities of their
companies. However, indirect foreign investment in the securities of companies
listed and traded on the stock exchanges in these countries is permitted by
certain emerging countries through investment funds which have been specifically
authorized. The Portfolio may invest in these investment funds subject to the
provisions of the 1940 Act and other applicable law as discussed below under
"Investment Restrictions." If the Portfolio invests in such investment funds,
the Portfolio's shareholders will bear not only their proportionate share of the
expenses of the Portfolio (including operating expenses and the fees of the
Adviser), but also will indirectly bear similar expenses of the underlying
investment funds.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Portfolio may enter into
forward foreign currency exchange contracts. Forward foreign currency exchange
contracts provide for the purchase or sale of an amount of a specified foreign
currency at a future date. The general purpose of these contracts is both to put
currencies in place to settle trades and to generally protect the United States
dollar value of securities held by the Portfolio against exchange rate
fluctuation. While such forward contracts may limit losses to the Portfolio as a
result of exchange rate fluctuation, they will also limit any gains that may
otherwise have been realized. The Portfolio will enter into such contracts only
to protect against the effects of fluctuating rates of currency exchange and
exchange control regulations. See "Investment Objectives and Policies--Forward
Foreign Currency Exchange Contracts" in the Statement of Additional Information.

FOREIGN CURRENCY FUTURES CONTRACTS AND OPTIONS. As another means of
reducing the risks associated with investing in securities denominated in
foreign currencies, the Portfolio may enter into contracts for the future
acquisition or delivery of foreign currencies and may purchase foreign currency
options. These investment techniques are designed primarily to hedge against
anticipated future changes in currency prices which otherwise might adversely
affect the value of the Portfolio's portfolio securities. The Portfolio will
incur brokerage fees when it purchases or sells futures contracts or options,
and it will be required to maintain margin deposits. As set forth below, futures
contracts and options entail risks, but the Adviser believes that use of such
contracts and options may benefit the Portfolio by diminishing currency risks.
The Portfolio will not enter into any futures contract or option if immediately
thereafter the value of all the foreign currencies underlying its futures
contracts and foreign currency options would exceed 10% of the value of its
total assets. In addition, the Portfolio may enter into a futures contract only
if immediately thereafter not more than 5% of its total assets are required as
deposit to secure obligations under such contracts.

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WRITING COVERED OPTIONS. The Portfolio is authorized to write (i.e., sell)
covered call options on the securities in which it may invest and to enter into
closing purchase transactions with respect to certain of such options. A covered
call option is an option where the Portfolio in return for a premium gives
another party a right to buy specified securities owned by the Portfolio at a
specified future date and price set at the time of the contract.

The Portfolio also may write covered put options which give the holder of
the option the right to sell the underlying security to the Portfolio at the
stated exercise price. The Portfolio maintains liquid securities with its
Custodian equal to or greater than the exercise price of the underlying
security. The Portfolio will receive a premium for writing a put option which
increases the Portfolio's return.The Portfolio will not write put options if the
aggregate value of the obligations underlying the put shall exceed 50% of the
Portfolio's net assets.

PURCHASING OPTIONS. The Portfolio is authorized to purchase put options to
hedge against a decline in the market value of its securities. By buying a put
option the Portfolio has a right to sell the underlying security at the exercise
price, thus limiting the Portfolio's risk of loss through a decline in the
market value of the security until the put option expires. The Portfolio will
not purchase options on securities (including stock index options discussed
below) if as a result of such purchase, the aggregate cost of all outstanding
options on securities held by the Portfolio would exceed 5% of the market value
of the Portfolio's total assets.

STOCK INDEX OPTIONS AND FUTURES. The Portfolio may engage in transactions
in stock index options and futures, and related options on such futures. The
Portfolio may purchase or write put and call options on stock indices to hedge
against the risks of market-wide stock price movements in the securities in
which the Portfolio invests. Options on indices are similar to options on
securities except that on exercise or assignment, the parties to the contract
pay or receive an amount of cash equal to the difference between the closing
value of the index and the exercise price of the option times a specified
multiple. The Portfolio may invest in stock index options based on a broad
market index, or based on a narrow index representing an industry or market
segment.

The Portfolio may also purchase and sell stock index futures contracts
("futures contracts") as a hedge against adverse changes in the market value of
its portfolio securities as described below. A futures contract is an agreement
between two parties which obligates the purchaser of the futures contract to buy
and the seller of a futures contract to sell a security for a set price on a
future date. Unlike most other futures contracts, a stock index futures contract
does not require actual delivery of securities, but results in cash settlement
based upon the difference in value of the index between the time the contract
was entered into and the time of its settlement. The Portfolio may effect
transactions in stock index futures contracts in connection with equity
securities in which it invests.

The Portfolio may sell futures contracts in anticipation of or during a
market decline to attempt to offset the decrease in market value of the
Portfolio's securities that might otherwise result. When the Portfolio is not
fully invested in the securities markets and anticipates a significant market
advance, it may purchase futures in order to gain rapid market exposure that may
in part or entirely offset increases in the cost of securities that the
Portfolio intends to purchase. As such purchases are made, an equivalent amount
of futures contracts will be terminated by offsetting sales. The Adviser does
not consider purchases of futures contracts to be a speculative practice under
these circumstances. It is anticipated that, in a substantial majority of these
transactions, the Portfolio will purchase such securities upon termination of
the long futures position, whether the long position is the purchase of a
futures contract or the purchase of a call option or the writing of a put option
on a future, but under unusual circumstances (e.g., the Portfolio experiences a
significant amount of redemptions), a long futures position may be terminated
without the corresponding purchase of securities.

The Portfolio also has authority to purchase and write call and put options
on futures contracts and stock indices in connection with its hedging
activities. Generally, these strategies are utilized under the same market and
market sector conditions (i.e., conditions relating to specific types of
investments) in which the Portfolio enters into futures transactions. The
Portfolio may purchase put options or write call options on futures contracts
and stock indices rather than selling the underlying futures contract in
anticipation of a decrease in the market value of its securities. Similarly, the
Portfolio may purchase call options, or write put options on futures contracts
and stock indices, as a substitute for the purchase of such futures to hedge
against the increased cost resulting from an increase in the market value of
securities which the Portfolio intends to purchase.

The Portfolio may engage in options and futures transactions on U.S. and
foreign exchanges and in options in the over-the-counter markets ("OTC
options"). Exchange-traded contracts are third-party contracts (i.e.,
performance of the parties' obligations is guaranteed by an exchange or clearing
corporation) which, in general, have

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standardized strike prices and expiration dates. OTC options transactions are
two-party contracts with price and terms negotiated by the buyer and seller. See
"Restrictions on OTC Options" below for information as to restrictions on the
use of OTC options.

SWAP TRANSACTIONS. The Portfolio may enter into interest rate and equity
index swaps. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitments to pay or receive interest, for
example, an exchange of floating rate payments for fixed rate payments. The
Portfolio expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio or to
protect against any increase in the the price of securities the Portfolio
anticipates purchasing at a later date. The Portfolio intends to use swap
transactions as a hedge and not as a speculative investment. See "Investment
Objectives and Policies--Swap Contracts" in the Statement of Additional
Information. The risk of loss with respect to interest rate swaps is limited to
the net amount of interest payments that the Portfolio is contractually
obligated to make.

In a standard equity index swap, one party agrees to pay another party the
return on a stock index in return for a specified interest rate, usually a
floating rate based on the London Interbank Offered Rate ("LIBOR"). The
Portfolio expects to enter into these transactions primarily to gain exposure to
markets where there are limitations on direct foreign ownership or to minimize
transaction costs in illiquid markets. By entering into an equity swap as the
index receiver, the Portfolio can gain exposure to the stocks making up an index
of securities in a foreign market without actually purchasing those stocks. An
equity index swap involves not only the risk associated with investment in
securities represented on an index, but also the risk that the performance of
such securities, including dividends, will not exceed the return on the interest
rate that a Portfolio will be committed to pay.

There is no assurance that swap contract counterparties will be able to meet
their obligations pursuant to swap contracts or that, in the event of default,
the Portfolio will succeed in pursuing contractual remedies. Generally, swap
agreements have a fixed maturity date that will be agreed upon by the parties.
The agreement can be terminated prior to the maturity date only under limited
circumstances, such as upon default by one of the parties or insolvency, among
others, and can be transferred by a party only with the prior written consent of
the other party. The Portfolio bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. The Portfolio will enter into swap transactions
only with counterparties deemed by the Adviser to be creditworthy under
procedures adopted by the Fund's Board of Directors.

The use of swaps may involve investment techniques and risks different from
those associated with other portfolio transactions. If the Adviser is incorrect
in its forecast of market values, interest rates and other applicable factors,
the investment performance of the Portfolio would diminish compared to what it
would have been if this investment technique was never used.

Certain restrictions imposed on the Portfolio by the Internal Revenue Code
may limit the Portfolio's ability to use swap agreements. Generally, swap
agreements are illiquid. The Portfolio will not invest in swaps, if as a result,
the total value of such investments together with that of all other illiquid
assets which the Portfolio owns would exceed 15% of the Portfolio's net assets.

NON-PUBLICLY TRADED SECURITIES, PRIVATE PLACEMENTS AND RESTRICTED
SECURITIES. The Portfolio may invest in securities that are neither listed on a
stock exchange nor traded over-the-counter including privately-placed
securities. Such unlisted emerging country equity securities, including
investments in new and early stage companies, may involve a high degree of
business and financial risk that can result in substantial losses. As a result
of the absence of a public trading market for these securities, they may be less
liquid than publicly traded securities. Although these securities may be resold
in privately negotiated transactions, the prices realized from these sales could
be less than those originally paid by the Portfolio or less than what may be
considered the fair value of such securities. Further, companies whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements which might be applicable if their
securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Portfolio may be required to bear the expenses of registration.

As a general matter, the Portfolio may not invest more than 15% of its net
assets in illiquid securities, including securities for which there is no
readily available secondary market. Nevertheless, to the extent it can do so,
consistent with the foregoing limit, the Portfolio may invest up to 25% of its
total assets in non-publicly traded securities, including securities that are
not registered under the Securities Act of 1933 but that can be offered and

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sold to qualified institutional buyers under Rule 144A under that Act. The
Fund's Board of Directors may adopt guidelines and delegate to the Adviser the
daily function of determining and monitoring the liquidity of 144A securities.

RESTRICTIONS ON OTC OPTIONS. The Portfolio will engage in OTC options,
including over-the-counter stock index options, over-the-counter foreign
currency options and options on foreign currency futures, only with member banks
of the Federal Reserve System and primary dealers in United States Government
securities or with affiliates of such banks or dealers that have capital of at
least $50 million or whose obligations are guaranteed by an entity having
capital of at least $50 million or any other bank or dealer having capital of at
least $150 million or whose obligations are guaranteed by an entity having
capital of at least $150 million. The Portfolio will acquire only those OTC
options for which the Adviser believes the Portfolio can receive on each
business day at least two independent bids or offers (one of which will be from
an entity other than a party to the option) or which can be sold at a formula
price provided for in the OTC option agreement.

The staff of the Securities and Exchange Commission (the "Commission") has
taken the position that purchased OTC options and the assets used as cover for
written OTC options are illiquid securities. Therefore, the Portfolio has
adopted an investment policy pursuant to which it will not purchase or sell OTC
options (including OTC options on futures contracts) if, as a result of such
transaction, the sum of the market value of OTC options currently outstanding
which are held by the Portfolio, the market value of the underlying securities
covered by OTC call options currently outstanding which were sold by the
Portfolio and margin deposits on the Portfolio's existing OTC options on futures
contracts exceed 15% of the net assets of the Portfolio, taken at market value,
together with all other assets of the Portfolio which are illiquid or are not
otherwise readily marketable. However, if the OTC option is sold by the
Portfolio to a primary U.S. Government securities dealer recognized by the
Federal Reserve Bank of New York and the Portfolio has the unconditional
contractual right to repurchase such OTC option from the dealer at a
predetermined price, then the Portfolio will treat as illiquid such amount of
the underlying securities as is equal to the repurchase price less the amount by
which the option is "in-the-money" (i.e., current market value of the underlying
security minus the option's strike price). The repurchase price with the primary
dealers is typically a formula price which is generally based on a multiple of
the premium received for the option, plus the amount by which the option is
"in-the-money." This policy as to OTC options is not a fundamental policy of the
Portfolio and may be amended by the Directors of the Fund without the approval
of the Portfolio's shareholders. However, the Portfolio will not change or
modify this policy prior to the change or modification by the Commission's staff
of its position.

FUTURES AND OPTIONS RISK CONSIDERATIONS. The primary risks associated with
the use of futures and options are (i) the failure to predict accurately the
direction of stock prices, interest rates, currency movements and other economic
factors, (ii) the failure as hedging techniques in cases where the price
movements of the securities underlying the options and futures do not follow the
price movements of the portfolio securities subject to hedge, (iii) the
potentially unlimited loss from investing in futures contracts, and (iv) the
likelihood of the Portfolio being unable to control losses by closing its
position where a liquid secondary market does not exist. The risk that the
Portfolio will be unable to close out a futures position or options contract
will be minimized by the Portfolio only entering into futures contracts or
options transactions on national exchanges and for which there appears to be a
liquid secondary market. For more detailed information about futures
transactions and options, see "Investment Objectives and Policies" in the
Statement of Additional Information.

TEMPORARY INVESTMENTS. During periods in which the Adviser believes changes
in economic, financial or political conditions make it advisable, the Portfolio
may for temporary defensive purposes reduce its holdings in equity and other
securities and invest in certain short-term (less than twelve months to
maturity) and medium-term (not greater than five years to maturity) debt
securities or may hold cash. The short-term and medium-term debt securities in
which the Portfolio may invest consist of (a) obligations of the United States
or emerging country governments, their respective agencies or instrumentalities;
(b) bank deposits and bank obligations (including certificates of deposit, time
deposits, and bankers' acceptances) of United States or emerging country banks
denominated in any currency; (c) floating rate securities and other instruments
denominated in any currency issued by international development agencies; (d)
finance company and corporate commercial paper and other short-term corporate
debt obligations of United States and emerging country corporations meeting the
Portfolio's credit quality standards; and (e) repurchase agreements with banks
and broker-dealers with respect to such securities. The Portfolio intends to
invest only in short-term and medium-term debt securities that the Adviser
believes to be of high quality i.e., subject to relatively low risk of loss of
interest or principal. There is currently no rating system for debt securities
in most emerging countries.

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NON-DIVERSIFICATION. The Portfolio is classified as a "non-diversified"
portfolio under the 1940 Act. This means that it will be able to invest more
than 5% of its assets in the obligations of a single issuer. Additionally, the
Portfolio will be subject to the diversification limits of the Internal Revenue
Code of 1986, as amended, (the "Internal Revenue Code") which require that, as
of the close each fiscal quarter, (i) no more than 25% of the Portfolio's total
assets may be invested in the securities of a single issuer (except for U.S.
Government securities) and (ii) with respect to 50% of its total assets, no more
than 5% of such assets may be invested in the securities of a single issuer
(except for U.S. Government securities) or invested in more than 10% of the
outstanding voting securities of a single issuer. Due to its non-diversified
status, the Portfolio may invest a greater portion of its assets in the
securities of a smaller number of issuers, and, as a result, will be subject to
greater risk with respect to its portfolio securities. The Portfolio, however,
intends to comply with the diversification requirements imposed by the Internal
Revenue Code for qualification as a regulated investment company. See "Taxes"
and "Investment Restrictions."

ACADIAN INTERNATIONAL EQUITY PORTFOLIO. The Portfolio seeks to achieve its
investment objective by investing in a diversified portfolio of equity
securities of primarily non-United States issuers. Under normal circumstances,
the Portfolio will invest at least 65% of its assets in equity securities of
foreign companies representing at least three countries other than the United
States. The Portfolio will invest in securities of primarily non-U.S. issuers
mainly by direct investment in overseas markets and also in, from time to time,
the form of sponsored or unsponsored American Depositary Receipts, European
Depositary Receipts or similar securities representing interests in the
securities of foreign issuers.

The Adviser's investment process synthesizes a number of key elements,
including proprietary databases, systematic country valuation, disciplined stock
selection, portfolio optimization, a careful quality control review and
cost-effective trading. The Adviser believes that its investment process will
produce incremental returns above the EAFE Benchmark Index over an extended
period of time.

The Adviser, in managing the Portfolio, may invest in securities and
holdings within countries that are not included in the Benchmark Index. The
allocation of the Portfolio's investments among countries may deviate materially
from time to time from the allocation reflected in the Benchmark Index with
significant underweights or overweights depending on the changing investment
outlook. Under certain market conditions, the Portfolio may invest in countries,
such as Canada and the United States, as well as emerging equity markets that
are not included in the Benchmark Index.

In selecting securities for the Portfolio, the Adviser will consider many
factors, including (i) the country valuation rating, (ii) the ratios between
price and (a) earnings, (b) book value and (c) sales, (iii) recent changes in
securities analysts' earnings forecasts, (iv) price momentum characteristics and
(v) dividend-discount model valuations.

Although the Portfolio invests primarily in securities denominated in
foreign currencies, the Portfolio values its securities and other assets in U.S.
dollars. As a result, the net asset value of the Portfolio's shares will
fluctuate with U.S. dollar exchange rates as well as with price changes of the
Portfolio's securities in the various local markets and currencies. When it is
appropriate, the Portfolio intends to hedge against a decline in the U.S. dollar
value of the currencies of countries in which it has equity investments, and may
elect to do so at any time. Hedging against a decline in the value of a currency
will not eliminate fluctuations in the prices of the underlying portfolio
securities. The Portfolio may also actively invest in foreign currencies when it
believes such investments will be an advantageous way to help achieve its
investment objective.

Generally, the Portfolio will invest in equity securities of established
companies listed on U.S. or foreign securities exchanges but may also invest in
securities traded over-the-counter. Although larger, more seasoned or
established companies will be emphasized, investments will include companies of
varying size as measured by assets, sales or capitalization. The Portfolio may
also invest in convertible bonds, convertible preferred stocks, non-convertible
preferred stock, and fixed income securities of governments, government
agencies, supranational agencies and companies when the Adviser believes the
potential for total return will equal or exceed that available from investments
in equity securities. These debt securities include those rated Aaa, Aa, A or
Baa by Moody's or AAA, AA, A or BBB by Standard & Poor's Corporation ("S&P") or
those of equivalent quality as determined by the Adviser. Although bonds rated
Baa or BBB may possess speculative characteristics and may be more sensitive to
changes in the economy and the financial condition of issuers than higher rated
bonds. 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 securities is warranted. Fixed income securities also may be held
for temporary defensive purposes when the Adviser believes market conditions so
warrant and for temporary investment. Similarly, the Portfolio

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may invest in cash equivalents (including foreign money market instruments, such
as bankers' acceptances, certificates of deposit, commercial paper, short-term
government and corporate obligations and repurchase agreements) for temporary
defensive purposes and for liquidity. The Portfolio may invest in closed-end
investment companies holding foreign securities. The Portfolio may purchase and
sell options on any of these securities.

The Portfolio seeks to invest in companies the Adviser believes will benefit
from global trends, promising business or product developments and specific
country opportunities resulting from changing economic, social and political
trends. It is expected that investments will be diversified throughout the world
and within markets to minimize specific country and currency risks. While
investments will be made primarily in securities of companies domiciled in
developed countries, investments will also be made in developing countries as
well.

The Portfolio, to a limited extent, may enter into futures contracts and may
purchase put options and write covered put and call options on securities in
which it may invest, futures contracts and stock indices, including those traded
over-the-counter, only for hedging purposes, and only if consistent with its
investment objective and policies. The Portfolio will maintain assets sufficient
to meet its obligations under such contracts in a segregated account with the
Fund's custodian bank. The Portfolio may also enter into forward foreign
currency exchange contracts for hedging purposes and purchase foreign currencies
in the form of bank deposits. The Portfolio may also enter into interest rate
swap transactions and equity index swap agreements. A discussion of these
investment policies and respective limitations may be found above under the
Acadian Emerging Markets Portfolio and in the Statement of Additional
Information. For a more complete description of special considerations and risks
associated with investments in foreign issues, see "Additional Investment
Information--Foreign Investment Risk Factors."

TEMPORARY AND DEFENSIVE STRATEGY. When the Adviser determines that market
conditions warrant a defensive position, up to twenty percent (20%) of the
Portfolio's assets may be held in cash or short-term securities. However, the
Adviser has discretion in extraordinary circumstances to increase such defensive
position to up to one hundred percent (100%) of the Portfolio's assets. The
types of short-term instruments in which the Portfolio may invest for temporary
defensive purposes include short-term money market securities in various
currencies (such as securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities), repurchase agreements, certificates of
deposit, time deposits and bankers' acceptances of certain qualified financial
institutions, corporate commercial paper and master demand notes. See "Other
Investment Policies--Short-Term Investments and Repurchase Agreements."

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).

Neither Portfolio will 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;

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(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 A or better by Moody's or by S&P;

(4)
U.S. Government obligations including bills, notes, bonds and other debt
securities issued by the U.S. Treasury. These are direct obligations on
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. 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.

The Fund has applied to 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.

The Fund has applied to the Commission for permission to allow 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. (See
"Investment Companies.") 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" as long as
the Fund's Board of Directors has evaluated the creditworthiness of the bank or
dealer with which the Portfolio is entering into the transaction. 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

13
<PAGE>
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.

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 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). 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

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. Generally, 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

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<PAGE>
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
Portfolios 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 applied to the Commission for permission to allow 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.
While the Fund expects to receive permission from the Commission, there can be
no assurance that the requested relief will be granted.

Except as specified above and as described under "Investment Limitations,"
the foregoing investment policies are not fundamental and the Fund's 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 the following limitations which are designed to
reduce their exposure to risk in specific situations. The Acadian Emerging
Markets Portfolio will not:

(a)
with respect to 50% 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 50% of its assets, purchase more than 10% of any class of
the outstanding voting securities of any issuer;

The Acadian International Equity 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;

In addition, each Portfolio will not:

(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;

15
<PAGE>

(e)
make loans except (i) by purchasing debt securities in accordance with
its investment objectives and policies or by entering into repurchase
agreements or (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
33 1/3% 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.

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 (a)
and (b) with respect to Acadian International Equity Portfolio, and limitations
(d), (e) and (f)(i), the 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. 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.

ADDITIONAL INVESTMENT INFORMATION

FOREIGN INVESTMENT RISK FACTORS

Investment in obligations of foreign issuers and in foreign branches of
domestic banks involves somewhat different investment risks than those affecting
obligations of United States domestic issuers. There may be limited publicly
available information with respect to foreign issuers, and foreign issuers are
not generally subject to uniform accounting, auditing and financial standards
and requirements comparable to those applicable to domestic companies. There may
also be less government supervision and regulation of foreign securities
exchanges, brokers and listed companies than in the United States. Many foreign
securities markets have substantially less volume than United States national
securities exchanges, and securities of some foreign issuers are less liquid and
more volatile then securities of comparable domestic issuers. Brokerage
commissions and other transactions costs on foreign securities exchanges are
generally higher than in the United States. Dividends and interest paid by
foreign issuers may be subject to withholding and other foreign taxes which may
decrease the net return on foreign investments as compared to dividends and
interest paid by domestic companies. Additional risks include future political
and economic developments, the possibility that a foreign jurisdiction might
impose or change withholding taxes on income payable with respect to foreign
securities, and the possible adoption of foreign governmental restrictions such
as exchange controls.

Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other emerging
countries. Foreign ownership limitations also may be imposed by the charters of
individual companies in emerging countries to prevent, among other concerns,
violation of foreign investment limitations.

Repatriation of investment income, capital and proceeds of sales by foreign
investors may require governmental registration and/or approval in some emerging
countries. A Portfolio could be adversely affected by delays in or a refusal to
grant any required governmental registration or approval for such repatriation.
Any investment subject to such repatriation controls will be considered illiquid
if it appears reasonably likely that this process will take more than seven
days.

The economies of individual emerging countries may differ favorably or
unfavorably from the United States economy in such respect as growth of gross
domestic product, rate of inflation, currency depreciation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Further, the economies of developing countries generally are heavily dependent
upon international trade and, accordingly, have been and may continue to be
adversely affected by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. These economies also have been and may
continue to be adversely affected by economic conditions in the countries with
which they trade.

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<PAGE>
With respect to any emerging country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could adversely affect the economies of such countries or
the value of a Portfolio's investments in those countries. In addition, it may
be difficult to obtain and enforce a judgement in a court outside of the United
States.

Investments in securities of foreign issuers are frequently denominated in
foreign currencies, and since the Portfolios may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the value of each Portfolio's
assets as measured in United States dollars may be affected favorably or
unfavorably by changes in currency rates and in exchange controls regulations
and the Portfolio may incur costs in connection with conversions between various
currencies.

INVESTMENT SUITABILITY

The Acadian Portfolios are designed principally for the investments of
tax-exempt fiduciary investors, high net worth individuals and individuals who
are entrusted with the responsibility of investing assets held for the benefit
of others. The Portfolios are also suitable for individual tax-deferred
retirement plans including 401(k) Defined Contribution Plans and IRA
Contributions or Rollovers. The Portfolios' securities transactions will not be
influenced by the different tax treatment of long-term capital gains, short-term
capital gains, and dividend income under the Internal Revenue Code.

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 for each Portfolio is $2,500. There may be
certain exceptions as may be determined 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
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 by a Federal Reserve Bank) before acceptance by the
Fund.

INITIAL INVESTMENTS BY WIRE

(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 10286
ABA #0210-0023-8
DDA Acct. #001-02-018
F/B/O UAM Funds, Inc.
Ref: Portfolio Name
Your Account Number _______________________________
Your Account Name _______________________________

17
<PAGE>

(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 for each Portfolio) by purchasing shares at net asset value by mailing a
check to UAM Funds Service Center (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 the Portfolios 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 or payment received not in proper form or 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 after proper receipt.

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

Purchases will be made in full and fractional shares 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 broker-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 Portfolios, 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 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.

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<PAGE>
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 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 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 Portfolios.

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;

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

(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 Administrator 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 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.

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.

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<PAGE>
BY TELEPHONE

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 Fund's 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 Acadian Portfolio may be exchanged for
Institutional Class Shares of the other Acadian Portfolio. In addition,
Institutional Class Shares of each Acadian 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 assets 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 exchange
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Neither the Fund nor the Administrator, the Fund's
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 Fund's
Board of Directors to assure that such exchanges do not disadvantage the Fund
and its shareholders.

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<PAGE>
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.

For additional information regarding responsibility for the authenticity of
telephoned instructions, see "Redemption of 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" for a definition of "good
order.")

VALUATION OF SHARES

The net asset value of each Portfolio is determined by dividing the sum of
the total market value of a 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. Securities listed on a
foreign exchange are valued at the latest quoted sales price available before
the time when assets are valued. For purposes of net asset value per share, all
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the bid price of such currencies against U.S.
dollars last quoted by any major bank. 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.

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 value includes 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.

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 annual dividends. If any net
capital gains are realized, the Portfolios will normally distribute such gains
with the annual dividend distribution.

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 unless the Fund is notified in
writing that the shareholder elects to receive distributions in cash.

FEDERAL TAXES

Each Portfolio intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code, and if it qualifies, will not be
liable for Federal income taxes to the extent it distributes its net investment

21
<PAGE>
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 Portfolio will 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 gains 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 1st 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.

Dividends and interest received by each Portfolio may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. Shareholders may be able to claim United States foreign tax credits with
respect to such taxes, subject to certain provisions and limitations contained
in the Internal Revenue Code. If more than 50% in value of a Portfolio's total
assets at the close of its taxable year consists of securities of foreign
corporations, the Portfolio will be eligible, and intends to file an election
with the Internal Revenue Service pursuant to which shareholders will be
required to include their proportionate share of such withholding taxes in their
United States income tax returns as gross income, treat such proportionate share
as taxes paid by them, and deduct such proportionate share in computing their
taxable incomes or, alternatively, use them as foreign tax credits against their
United States income taxes. Each Portfolio will report annually to its
shareholders the amount per share of such withholding taxes.

Under Internal Revenue Code Section 988, foreign currency gains or losses
from forward contracts, futures contracts and options will generally be treated
as ordinary income or loss. Such Internal Revenue Code Section 988 gains or
losses will increase or decrease the amount of a Portfolio's investment company
taxable income available to be distributed to shareholders as ordinary income,
rather than increasing or decreasing the amount of the Portfolio's net capital
gain, as was the case prior to 1987. Additionally, if Internal Revenue Code
Section 988 losses exceed other investment company taxable income during a
taxable year, the Portfolio would not be able to make any ordinary dividend
distributions, and any distributions made before the losses were realized but in
the same taxable year, would be recharacterized as a return of capital to
shareholders, thereby reducing each shareholder's basis in his Portfolio shares.

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.

22
<PAGE>
INVESTMENT ADVISER

Acadian Asset Management, Inc. is a Massachusetts corporation formed in 1986
and is located at Two International Place, Boston, Massachusetts 02110. 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 $2.6 billion in assets under management. For further information on Acadian
Asset Management Inc.'s investment services, please call (617) 946-3500.

Acadian Asset Management, Inc.'s team of investment professionals is as
follows:

DR. GARY L. BERGSTROM--President--Purdue University, B.S., M.S., 1963;
M.I.T. (Sloan School of Management), Ph.D, 1968; founder of Acadian Asset
Management, Inc. in 1977.

RONALD D. FRASHURE--Executive Vice President--Massachusetts Institute of
Technology (Sloan School of Management), B.S., 1964; Harvard University, M.B.A.,
1970; Portfolio Manager and Investment Officer, Acadian Asset Management, Inc.,
1988--Present.

CHURCHILL G. FRANKLIN--Senior Vice President--Middlebury College, B.A.,
1971; Primary Client Liaison and Marketing Officer, Acadian Asset Management,
Inc., 1986--Present.

RICHARD O. MICHAUD--Senior Vice President--Northeastern University, B.A.,
1963; University of Pennsylvania, M.A., 1966; Boston University, M.A., 1969;
Boston University, Ph.D, 1971; Quantitative Strategist, Acadian Asset
Management, Inc., 1991--Present.

JOHN R. CHISHOLM--Senior Vice President--Massachusetts Institute of
Technology, B.S., 1984 and M.S., Business Administration, 1987; Portfolio
Manager and Quantitative Research Analyst, Acadian Asset Management, Inc.,
1984--Present.

STELLA M. HAMMOND--Senior Vice President--Stanford University, B.S., 1966;
Yale University, M. Phil., 1972; Portfolio Manager, Acadian Asset Management,
Inc., 1989--Present.

MATTHEW V. PIERCE--Senior Vice President--Harvard University, B.A., 1983,
Chief Financial Officer, Acadian Asset Management, Inc., 1990--Present.

BRIAN K. WOLAHAN--Vice President--Lehigh University, B.S., 1980; M.I.T.
(Sloan School of Management), M.S., Business Administration, 1987; Portfolio
Manager and Quantitative Research Analyst, Acadian Asset Management, Inc.
1990--Present.

The investment professionals of the Adviser who are primarily responsible
for the day-to-day operations of the Portfolios are: Ronald Frashure, Richard
Michaud, John Chisholm, Stella Hammond and Brian Wolahan.

Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of February 19, 1993, the Adviser, subject to the control and supervision of
the Fund's Board of Directors and in conformance with the stated investment
objective and policies of the Acadian Portfolios, manages the investment and
reinvestment of each Portfolio's assets. In this regard, it is the
responsibility of the Adviser to manage the Fund's Acadian Portfolios and to
place purchase and sales orders for each Portfolio.

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

<TABLE>
<CAPTION>
RATE
---------------------------
<S> <C>
Acadian Emerging Markets Portfolio......................................................... 1.00%
Acadian International Equity Portfolio..................................................... 0.75% lst $50 million
0.65% next $50 million
0.50% next $100 million
0.40% over $200 million
</TABLE>

Although the advisory fee rates payable by the Portfolios are higher than
the rates payable by most mutual funds, the Fund believes they are comparable to
the rates paid by many other funds with similar investment objectives and
policies and are appropriate for these Portfolios in light of their investment
objectives.

23
<PAGE>

2.5% of its average daily net assets. Effective January 1, 1996 until further
notice, the Adviser has voluntarily agreed to waive all or part of its advisory
fee and to assume operating expenses on behalf of the International Equity
Portfolio, if necessary, in order to keep its total annual operating expenses
from exceeding 1.00% of its average daily net assets. The Fund will not
reimburse the Adviser for advisory fees waived or expenses that the Adviser may
bear on behalf of the Portfolios.

ADMINISTRATIVE SERVICES

The Chase Manhattan Bank, N.A., through its subsidiary Chase Global Funds
Services Company, provides the Fund and its Portfolios with administrative, fund
accounting, dividend disbursing and transfer agent services pursuant to a Fund
Administration Agreement dated as of December 16, 1991. The services provided
under this Agreement are subject to the supervision of the Officers and the
Directors of the Fund, and include day-to-day administration of matters related
to the corporate existence of the Fund, maintenance of its records, preparation
of reports, supervision of the Fund's arrangements with its custodian, and
assistance in the preparation of the Fund's registration statements under
federal and state securities laws. Chase Global Funds Services Company is
located at 73 Tremont Street, Boston, MA 02108-3913. The Chase Manhattan
Corporation ("Chase"), the parent company of The Chase Manhattan Bank, N.A., and
Chemical Banking Corporation ("Chemical"), the parent company of Chemical Bank,
have entered into an Agreement and Plan of Merger which, when completed, will
merge Chase with and into Chemical. Chemical will be the surviving corporation
and will continue its corporate existence under the name "The Chase Manhattan
Corporation." It is anticipated that this transaction will be completed in the
first quarter of 1996 and will not effect the nature nor quality of the services
furnished to the Fund and its Portfolios. Pursuant to the Fund Administration
Agreement, as amended on February 1, 1994, the Fund pays Chase Global Funds
Services Company a monthly fee for its services which on an annualized basis
equals: 0.20 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 0.08 of 1% of the aggregate net assets in excess of $1 billion
but less than $3 billion; plus 0.06 of 1% of the aggregate net 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, which rises from $2,000 per month upon inception of a Portfolio to
$70,000 annually after two years. The Fund, with respect to the Fund or any
Portfolio or Class of the Fund, may enter into other or additional arrangements
for transfer or subtransfer agency, record-keeping or other shareholder services
with organizations other than the Administrator.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, Massachusetts 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 Acadian Portfolios. 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 the Fund's Acadian Portfolios and direct the Adviser to use its
best efforts to obtain the best available price and most favorable execution
with respect to all transactions for the Portfolios. The Adviser may, however,
consistent with the interests of the Portfolios, select brokers on the basis of
the research, statistical and pricing services they provide to the 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

24
<PAGE>
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 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 the Portfolios may also be
appropriate for other clients served by the Adviser. If a purchase or sale of
securities consistent with the investment policies of a Portfolio 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 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 such allocations, are
subject to periodic review by the Fund's Board of 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 Board of 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 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 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. As of January 31, 1996, UNISYS, Blue Bell, PA held of
record 56% of the outstanding shares of the Acadian Emerging Markets Portfolio
Institutional Class Shares. Also, as of January 31, 1996, Barbara K. Jordan, New
York, NY held of record 84% of the outstanding shares of the Acadian
International Equity 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. 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
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.

25
<PAGE>
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
listed on the cover of this Prospectus or by calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

26
<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 elect 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.

<TABLE>
<S> <C>
MARY RUDIE BARNEBY* Director and Executive Vice President of the Fund; President
1133 Avenue of the Americas of Regis Retirement Plan Services, since 1993; Former
New York, NY 10036 President of UAM Fund Distributors, 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 Washington
5804 Brookside Drive office of the law firm Squire, Sanders & Dempsey; Director,
Chevy Chase, MD 20815 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 Officer
16 West Madison Street of Broventure Company, Inc.; Chairman of the Board of
Baltimore, MD 21201 Chektec Corporation and Cyber Scientific, Inc.
WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia office of
4000 Bell Atlantic Tower the law firm Dechert Price & Rhoads; Director, Hofler Corp.
1717 Arch Street
Philadelphia, PA 19103
NORTON H. REAMER,* Director, President and Chairman of the Fund; President,
One International Place Chief Executive Officer and a Director of United Asset
Boston, MA 02110 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 Officer
One Financial Center of Dewey Square Investors Corporation since 1988; Director
Boston, MA 02111 and Chief Executive Officer of H.T. Investors, Inc.,
formerly a subsidiary of Dewey Square.
WILLIAM H. PARK* Vice President and Assistant Treasurer of the Fund;
One International Place Executive Vice President and Chief Financial Officer of
Boston, MA 02110 United Asset Management Corporation.
ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund Administration and
73 Tremont Street Compliance of the Administrator since March 1995; formerly
Boston, MA 02108 Senior Manager of Deloitte & Touche LLP from 1985 to 1995.
KARL O. HARTMANN* Secretary of the Fund; Senior Vice President and General
73 Tremont Street Counsel of Administrator; Senior Vice President, Secretary
Boston, MA 02108 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 President of
73 Tremont Street Administrator.
Boston, MA 02108
</TABLE>

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

27
<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

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

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

28
<PAGE>
STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

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

29
<PAGE>

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

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

PROSPECTUS
DATED FEBRUARY 29, 1996
INVESTMENT ADVISER
ACADIAN ASSET MANAGEMENT, INC.
TWO INTERNATIONAL PLACE, 26TH FLOOR
BOSTON, MA 02110
(617) 946-3500

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

DISTRIBUTOR
UAM FUND DISTRIBUTORS, INC.
211 CONGRESS STREET
BOSTON, MA 02110

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fund Expenses..................................... 2
Prospectus Summary................................ 3
Financial Highlights.............................. 4
Performance Calculations.......................... 5
Investment Objectives............................. 5
Investment Policies............................... 6
Other Investment Policies......................... 12
Investment Limitations............................ 15
Additional Investment Information................. 16
Investment Suitability............................ 17
Purchase of Shares................................ 17
Redemption of Shares.............................. 19

<CAPTION>
PAGE
---------
<S> <C>
Shareholder Services.............................. 20
Valuation of Shares............................... 21
Dividends, Capital Gains Distributions and
Taxes............................................ 21
Investment Adviser................................ 23
Administrative Services........................... 24
Distributor....................................... 24
Portfolio Transactions............................ 24
General Information............................... 25
Directors and Officers............................ 27
UAM Funds -- Institutional Class Shares........... 28
</TABLE>

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 ITS 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>

PART B

UAM FUNDS
ACADIAN PORTFOLIOS
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
February 28, 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 Acadian Portfolios dated February 28, 1996. 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................................................. 9
Redemption of Shares............................................... 9
Shareholder Services............................................... 10
Investment Limitations............................................. 10
Management of the Fund............................................. 12
Investment Adviser................................................. 13
Portfolio Transactions............................................. 14
Administrative Services............................................ 14
Performance Calculations........................................... 15
General Information................................................ 17
Financial Statements............................................... 18
Appendix - Description of Securities and Ratings................... A-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies
of the Acadian Emerging Markets and Acadian International Equity Portfolios
(the "Acadian Portfolios") as set forth in the Acadian Prospectus:

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 Portfolios 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.

HEDGING STRATEGIES

Each Portfolio may engage in various portfolio strategies to hedge
against adverse movements in the equity, debt and currency markets. Each
Portfolio has authority to write (i.e., sell) covered put and call options on
its portfolio securities, purchase put and call options on securities and
engage in transactions in stock index options and stock index futures, and
related options on such futures. Each of these portfolio strategies is
described below. Although certain risks are involved in options and futures
transactions, the Adviser believes that, because the Portfolios will engage
in options and futures transactions only for hedging purposes, the options
and futures portfolio strategies of a Portfolio will not subject it to the
risks frequently associated with the speculative use of options and futures
transactions. While each Portfolio's use of hedging strategies is intended to
reduce the volatility of the net asset value of Portfolio shares, the
Portfolios' net asset value will fluctuate. There can be no assurance that a
Portfolio's hedging transactions will be effective. Also, the Portfolios may
not necessarily be engaging in hedging activities when movements in any
particular equity, debt or currency market occur.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of the Portfolios may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolios may incur costs in
connection with conversions between various currencies. The Portfolios will
conduct their foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through entering into forward contracts to purchase or sell
foreign currencies. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which
may be any fixed number of days from the date of the contract agreed upon by
the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for such trades.

<PAGE>

entering into a forward contract for a fixed amount of dollars, for the
purchase or sale of the amount of foreign currency involved in the underlying
transactions, the Portfolio will be able to protect itself against a possible
loss resulting from an adverse change in the relationship between the U.S.
dollar and the subject foreign currency during the period between the date on
which the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or
received.

Additionally, when either of the Portfolios anticipates that the currency
of a particular foreign country may suffer a substantial decline against the
U.S. dollar, it may enter into a forward contract for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of
some or all of such Portfolio's securities denominated in such foreign
currency. The precise matching of the forward contract amounts and the value
of the securities involved will not generally be possible since the future
value of securities in foreign currencies will change as a consequence of
market movements in the value of these securities between the date on which
the forward contract is entered into and the date it matures. The projection
of short-term currency market movement is extremely difficult, and the
successful execution of a short-term hedging strategy is highly uncertain.
From time to time, each Portfolio may enter into forward contracts to protect
the value of portfolio securities and enhance Portfolio performance. The
Portfolios will not enter into such forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts would
obligate such Portfolio to deliver an amount of foreign currency in excess of
the value of such Portfolio securities or other assets denominated in that
currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made
with regard to overall diversification strategies. However, the Adviser
believes that it is important to have the flexibility to enter into such
forward contracts when it determines that the best interests of the
performance of each Portfolio will thereby be served. Except when a Portfolio
enters into a forward contract for the purchase or sale of a security
denominated in a foreign currency, which requires no segregation, a forward
contract which obligates the Portfolio to buy or sell currency will generally
require the Fund's Custodian to hold an amount of that currency or liquid
securities denominated in that currency equal to the Portfolio's obligations,
or to segregate liquid high grade assets equal to the amount of the
Portfolio's obligation. If the value of the segregated assets declines,
additional liquid high grade assets will be segregated on a daily basis so
that the value of the segregated assets will be equal to the amount of such
Portfolio's commitments with respect to such contracts.

The Portfolios generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, a
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader obligating it to purchase, on the same
maturity date, the same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of
a particular portfolio security at the expiration of the contract.
Accordingly, it may be necessary for a Portfolio to purchase additional
foreign currency on the spot market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign
currency that such Portfolio is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency.

If a Portfolio retains the portfolio security and engages in an
offsetting transaction, such Portfolio will incur a gain or loss (as
described below) to the extent that there has been movement in forward
contract prices. Should forward prices decline during the period between a
Portfolio entering into a forward contract for the sale of a foreign currency
and the date it enters into an offsetting contract for the purchase of the
foreign currency, such Portfolio will realize a gain to the extent that the
price of the currency it has agreed to sell exceeds the price of the currency
it has agreed to purchase. Should forward prices increase, such Portfolio
would suffer a loss to the extent that the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

Each of the Portfolios' dealings in forward foreign currency exchange
contracts will be limited to the transactions described above. Of course,
the Portfolios are not required to enter into such transactions with regard
to their foreign currency- denominated securities. It also should be
realized that this method of protecting the value of portfolio securities
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange which one can achieve at some future point in time. Additionally,
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, at the same time, they tend to limit any
potential gain which might result should the value of such currency increase.

<PAGE>

FUTURES CONTRACTS

Each Portfolio may enter into futures contracts for the purposes of
hedging, 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 the 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 acceptable 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 Portfolio expects to earn interest income
on its margin deposits.

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. The 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 five percent of the liquidation
value of each Portfolio. Each 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, each 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 a Portfolio's exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this
exposure. While a Portfolio will incur commission expenses in both opening
and closing out future 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 Portfolios 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 Portfolios 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 Portfolios will minimize the risk that they will be unable to close
out a futures position 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

<PAGE>

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, each Portfolio
would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if a Portfolio has insufficient cash,
it may have to sell securities to meet daily margin requirements at a time
when it may be disadvantageous to do so. In addition, a Portfolio may be
required to make delivery of the instruments underlying futures contracts it
holds. The inability to close futures positions also could have an adverse
impact on a 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 contract
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 Portfolios are engaged in only for hedging
purposes, the Adviser does not believe that a Portfolio is subject to the
risks of loss frequently associated with futures transactions. A 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 a Portfolio does involve the risk
of imperfect or no correlation where the securities underlying the futures
contracts have different maturities than the Portfolio securities being
hedged. It is also possible that a Portfolio could lose money on futures
contracts and also experience a decline in value of portfolio securities.
There is also the risk of loss of margin deposits in the event of bankruptcy
of a broker with whom a 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 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.

OPTIONS

The Portfolios may purchase and sell put and call options on futures
contracts for hedging purposes. Investments in options involve some of the
same considerations that are involved in connection with investments in
futures contracts (e.g., the existence of a liquid secondary market). In
addition, the purchase of an option also entails the risk that changes in the
value of the underlying security or contract will not be fully reflected in
the value of the option purchased. Depending on the pricing of the option
compared to either the futures contract on which it is based or the price of
the securities being hedged, an option may or may not be less risky than
ownership of the futures contract or such securities. In general, the market
prices of options can be expected to be more volatile than the market prices
on the underlying futures contract or securities.

WRITING COVERED OPTIONS

The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater return than would be realized on
the securities alone. By writing covered call options, each Portfolio gives
up the opportunity, while the option is in effect, to profit from any price
increase in the underlying security above the option exercise price. In
addition, each Portfolio's ability to sell the underlying security will be
limited while the option is in effect unless the Portfolio effects a closing
purchase transaction. A closing purchase transaction cancels out the
Portfolio's position as the writer of an option by means of an offsetting
purchase of an identical option prior to the expiration of the option it has
written. Covered call options serve as a partial hedge against the price of
the underlying security declining.

<PAGE>

purchase the underlying security at a price that may be higher than the
market value of that security at the time of exercise for as long as the
option is outstanding. Each Portfolio may engage in closing transactions in
order to terminate put options that it has written.

PURCHASING OPTIONS

The amount of any appreciation in the value of the underlying security
will be partially offset by the amount of the premium paid for the put option
and any related transaction costs. Prior to its expiration, a put option may
be sold in a closing sale transaction and profit or loss from the sale will
depend on whether the amount received is more or less than the premium paid
for the put option plus the related transaction costs. A closing sale
transaction cancels out a Portfolio's position as the purchaser of an option
by means of an offsetting sale of an identical option prior to the expiration
of the option it has purchased. In certain circumstances, a Portfolio may
purchase call options on securities held in its investment portfolio on which
it has written call options or on securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES

The Portfolios may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminution in the value of portfolio securities, a
Portfolio may purchase put options on the foreign currency. If the value of
the currency does decline, the Portfolio will have the right to sell such
currency for a fixed amount in dollars and will thereby offset, in whole or
in part, the adverse effect on its portfolio which otherwise would have
resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, a Portfolio may purchase call options thereon.
The purchase of such options could offset, at least partially, the effects of
the adverse movements in exchange rates. As in the case of other types of
options, however, the benefit to a Portfolio deriving from purchases of
foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, where currency exchange rates do not
move in the direction or to the extent anticipated, a Portfolio could sustain
losses on transaction in foreign currency options which would require it to
forego a portion or all of the benefits of advantageous changes in such
rates.

Each Portfolio may write options on foreign currencies for the same types
of hedging purposes. For example, where a Portfolio anticipates a decline in
the dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline
occurs, the option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the premium
received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio
to hedge such increased cost up to the amount of the premium. As in the case
of other types of options, however, the writing of a foreign currency option
will constitute only a partial hedge up to the amount of the premium, and
only if rates move in the expected direction. If this does not occur, the
option may be exercised and the Portfolio would be required to purchase or
sell the underlying currency at a loss which may not be offset by the amount
of the premium. Through the writing of options on foreign currencies, a
Portfolio also may be required to forego all or a portion of the benefits
which might otherwise have been obtained from favorable movements in exchange
rates.

Each Portfolio intends to write covered call options on foreign
currencies. A call option written on a foreign currency by a Portfolio is
"covered" if the Portfolio owns the underlying foreign currency covered by
the call or has an absolute and immediate right to acquire that foreign
currency without additional cash consideration (or for additional cash
consideration held in a segregated account by the Custodian) upon conversion
or exchange of other foreign currency held in its portfolio. A call option
is also covered if a Portfolio has a call on the same foreign currency and in
the same principal amount as the call written where the exercise price of the
call held (a) is equal to or less than the exercise price of the call written
or (b) is greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash, U.S. Government securities
or other high grade liquid debt securities in a segregated account with the
Custodian.

<PAGE>

Each Portfolio also intends to write call options on foreign currencies
that are not covered for cross-hedging purposes. A call option on a foreign
currency is for cross-hedging purposes if it is not covered, but is designed
to provide a hedge against a decline in the U.S. dollar value of a security
which a Portfolio owns or has the right to acquire and which is denominated
in the currency underlying the option due to an adverse change in the
exchange rate. In such circumstances, a Portfolio collateralized the option
by maintaining in a segregated account with the Custodian, cash or U.S.
Government securities or other high grade liquid debt securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES

Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the Commission. To the contrary, such
instruments are traded through financial institutions acting as
market-makers, although foreign currency options are also traded on certain
national securities exchanges, such as the Philadelphia Stock Exchange and
the Chicago Board Options Exchange, subject to the regulation of the
Commission. Similarly, options on currencies may be traded over-the-counter.
In an over-the-counter trading environment, many of the protections afforded
to exchange participants will not be available. For example, there are no
daily price fluctuation limits, and adverse market movements could therefore
continue to an unlimited extent over a period of time. Although the purchase
of an option cannot lose more than the amount of the premium plus related
transaction costs, this entire amount could be lost. Moreover, the option
writer and a trader of forward contracts could lose amounts substantially in
excess of their initial investments, due to the margin and collateral
requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the
over-the-counter market, potentially permitting a Portfolio to liquidate open
positions at a profit prior to exercise or expiration, or to limit losses in
the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market
movements, margining of options written, the nature of the foreign currency
market, possible intervention by governmental authorities and the effect of
other political and economic events. In addition, exchange-traded options of
foreign currencies involve certain risks not presented by the over-the-
counter market. For example, exercise and settlement of such options must be
made exclusively through the OCC, which has established banking relationships
in applicable foreign countries for this purpose. As a result, the OCC may,
if it determines that foreign governmental restrictions or taxes would
prevent the orderly settlement of foreign currency option exercises, or would
result in undue burdens on the OCC or its clearing member, impose special
procedures on exercise and settlement, such as technical changes in the
mechanics of delivery of currency, the fixing of dollar settlement prices or
prohibitions, on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign
exchanges. Such transactions are subject to the risk of governmental actions
affecting trading in or the prices of foreign currencies or securities. The
value of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in a
Portfolio's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States, (iv) the imposition of
different exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) lesser trading volume.

FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS

Except for transactions the Portfolios have identified as hedging
transactions, each Portfolio is required for Federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses
on forward currency and regulated futures contracts as of the end of each
taxable year as well as those actually realized during the year. In most
cases, any such gain or loss recognized with respect to a regulated 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. Realized gain or loss attributable to a foreign currency forward
contract is treated as 100% ordinary income. Furthermore, foreign currency
futures

<PAGE>

contracts which are intended to hedge against a change in the value of
securities held by a 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 each 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 each Portfolio's gross
income for a taxable year must be derived from certain qualifying income,
i.e., dividends, interest, income derived from loans of securities and gains
from the sale or other disposition of stock, securities or foreign
currencies, or other related income, including gains from options, futures
and forward contracts, derived with respect to its business investing in
stock, securities or currencies. Any net gain realized from the closing out
of futures contracts will, therefore, generally be qualifying income for
purposes of the 90% requirement. Qualification as a regulated investment
company also requires that less than 30% of a Portfolio's gross income be
derived from the sale or other disposition of stock, securities, options,
futures or forward contracts (including certain foreign currencies not
directly related to the Fund's business of investing in stock or securities)
held less than three months. In order to avoid realizing excessive gains on
securities held for less than three months, a 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 a Portfolio's taxable 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.

Each 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 taxable year) on futures
transactions. Such distribution will be combined with distributions of
capital gains realized on a Portfolio's other investments, and shareholders
will be advised on the nature of the payment.

SWAP CONTRACTS

Each Portfolio may enter into Swap Contracts. A swap is an agreement to
exchange the return generated by one instrument for the return generated by
another instrument. The payment streams are calculated by reference to a
specified index and agreed upon notional amount. The term "specified index"
includes fixed interest rates, total return on interest rate indices, fixed
income indices, and stock indices (as well as amounts derived from arithmetic
operations on these indices). For example, a Portfolio may agree to swap the
return generated by a fixed-income index for the return generated by a second
fixed-income index.

The Portfolios will usually enter into swaps on a net basis, i.e., the
two payment streams are netted out in a cash settlement on the payment date
or dates specified in the instrument, with a Portfolio receiving or paying,
as the case may be, only the net amount of the two payments. A Portfolio's
obligations under a swap agreement will be accrued daily (offset against any
amounts owing to the Portfolio) and any accrued but unpaid net amounts owed
to a swap counterparty will be covered by the maintenance of a segregated
account consisting of cash, U.S. Government securities, or high grade debt
obligations, to avoid any potential leveraging of the Portfolio. Since swaps
will be entered into for good faith hedging purposes, the Adviser and the
Fund believe such obligations do not constitute "senior securities" under the
Investment Company Act of 1940 and, accordingly, will not treat them as being
subject to its borrowing restrictions.

Swaps do not involve the delivery of securities, other underlying assets,
or principal. Accordingly, the risk of loss with respect to swaps is limited
to the net amount of payments that a Portfolio is contractually obligated to
make. If the other party to a swap defaults, a Portfolio's risk of loss
consists of the net amount of interest payments that a Portfolio is
contractually entitled to receive. If there is a default by the counterparty,
the Portfolios may have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both
as principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid.

The use of swaps may involve investment techniques and risks different
from those associated with other portfolio transactions. If the Adviser is
incorrect in its forecast of market values, interest rates and other
applicable factors, the investment performance of the Portfolio would
diminish compared to what it would have been if this investment technique was
never used.

<PAGE>

PURCHASE OF SHARES

Shares of each Portfolio 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 for each Portfolio is $2,500 with
certain exceptions as may be determined from time to time by the officers of
the Fund. An order received in proper form prior to the 4:00 p.m. close of
the New York Stock Exchange (the "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 interests 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 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 Chase Global Funds Services
Company (the "Administrator") 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 institution 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.

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.

<PAGE>

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the Prospectus:

EXCHANGE PRIVILEGE

Institutional Class Shares of each Acadian Portfolio may be exchanged for
Institutional Class Shares of the other Acadian Portfolio. In addition,
Institutional Class Shares of each Acadian 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
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 the 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. 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.

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.

INVESTMENT LIMITATIONS

A Portfolio's fundamental investment limitations cannot be changed
without approval by a "majority of the outstanding shares" (as defined in the
1940 Act) of that Portfolio. Except for the numbered investment limitations
noted as fundamental below, however, the limitations described below are not
fundamental, and may be changed without the consent of shareholders.

AS A MATTER OF FUNDAMENTAL POLICY, EACH PORTFOLIO WILL NOT:

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

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

(3) 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 (f)
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.

<PAGE>

(4) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer (this
restriction is not applicable to the Acadian Emerging Markets
Portfolio);

(5) 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) (this restriction is not applicable to the
Acadian Emerging Markets Portfolio);

(6) 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 Portfolio's total assets
(including the amount borrowed) less liabilities (exclusive of
borrowings);

(7) 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; and

(8) underwrite the securities of other issuers.

AS A MATTER OF NON-FUNDAMENTAL POLICY, EACH PORTFOLIO WILL NOT:

(a) invest in stock or bond futures and/or options on futures unless (i)
not more than 5% of the Portfolio's assets are required as deposit
to secure obligations under such futures and/or options on futures
contracts provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the- money amount may
be excluded in computing such 5% and (ii) not more than 20% of the
Portfolio's assets are invested in stock or bond futures and
options;

(b) purchase on margin or sell short except as specified in (a) above;

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

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

(f) invest more than an aggregate of 15% of the assets of the Portfolio,
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;

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

(h) 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;

(i) write or acquire options or interests in oil, gas or other mineral
exploration or development programs;

(j) (with respect to the Acadian Emerging Markets Portfolio) purchase
the securities of any issuer (other than obligations issued or
guaranteed by the U.S. government or its agencies or
instrumentalities) if, as a result, with respect to 50% of its total
assets, more than 5% of the value of its total assets would be
invested in the securities of any single issuer, or it would hold
more than 10% of the outstanding

<PAGE>

voting securities of such issuer, or with respect to the remaining
50% of its total assets, more than 25% of the value of its total
assets would be invested in the securities of any single issuer; and

(k) (with respect to the Acadian Emerging Markets Portfolio) invest in
warrants, valued at the lower of cost or market, exceeding 5.0% of
the value of the Portfolio's net assets; included within that
amount, but not exceeding 2.0% of the value of the Portfolio's net
assets, may be warrants which are not listed on the New York or
American Stock Exchange. Warrants acquired by the Portfolio 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 elect 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 Fund's
Prospectus. 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 the 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 the Administrator 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.

- ------------------------------------------------------------------------------------------------------------
(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. $24,435 0 0 $26,750
Director

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

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

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

</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of January 31, 1996, the following persons or organizations held of
record 5% or more of the shares of a Portfolio:

<PAGE>

ACADIAN EMERGING MARKETS PORTFOLIO: UNISYS, Attn: Gary Biscoll, Township
Line & Union Meeting Road, P.O. Box 500, Blue Bell, PA, 56%; RJR Nabisco
Inc., Defined Benefit Master Trust, 301 North Main Street, Winston Salem, NC,
17%; Wachovia Bank of N.C., Trustee for US Air Inc., 301 N. Main Street,
Winston-Salem, NC, 6%* and Charles D. Ellis & Rodger F. Smith, Trustees for
Greenwich Associates L.P., Profit Sharing Plan, P.O. Box 4009, Greenwich, CT,
5%*.

ACADIAN INTERNATIONAL EQUITY PORTFOLIO: Barbara R. Jordan, c/o Fiduciary
Trust Company International, P.O. Box 3199, Church Street Station, New York,
NY, 84% and Charles Schwab & Co., Inc., Special Custody Account for the
Exclusive Benefit of Customers, 101 Montgomery Street, San Francisco, CA, 13%.

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

Acadian Asset 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's investment philosophy follows a rigorous, proven approach
which it calls Enhanced Value Investing. The Adviser believes that over the
long term, empirical evidence shows that value investing results in superior
returns. The Adviser enhances the efficacy of time-proven fundamental value
measures by incorporating a number of growth-related factors, such as price
momentum and trends in analysts' earnings estimates, to target undervalued
companies that also have strong prospects for future outperformance. The
Adviser's approach is implemented via a highly disciplined and structured
process, which utilizes proprietary sophisticated technology and a
multi-factor model for investment decision-making. The Adviser maintains 25
years of proprietary data on over 16,000 securities and 40 countries. From
over a decade of detailed statistical analysis of this data, the Adviser has
isolated the investment factors it believes are most likely to lead to
superior investment returns. In the Adviser's unique process, these factors
are weighted and combined on a market-by-market basis to identify the most
attractive securities in each market.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included: USAir, Inc., E.I. DuPont de
Nemours Co., Inc., Fluor Corporation, RJR Nabisco and SEI Investment
Management.

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

<PAGE>

ADVISORY FEES

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

Acadian Emerging Markets Portfolio............................... 1.00%
Acadian International Equity Portfolio........................... 0.75%
for the first $50 million in average daily net assets, 0.65% for the next
$50 million of average daily net assets, 0.50% for the next $100 million
average daily net assets and 0.40% of the average daily net assets in
excess of over $200 million.

For the period from each Portfolios' commencement of operations to
October 31, 1993, neither Portfolio paid an advisory fee. During this period,
the Adviser voluntarily waived advisory fees of approximately $13,000 for the
Acadian Emerging Markets Portfolio and $8,000 for the Acadian International
Equity Portfolio. For the fiscal year ended October 31, 1994, neither
Portfolio paid an advisory fee. During this period, the Adviser voluntarily
waived advisory fees of $47,000 for the Acadian Emerging Markets Portfolio
and $17,000 for the Acadian International Equity Portfolio. For the fiscal
year ended October 31, 1995, the Acadian Emerging Markets Portfolio and
Acadian International Equity Portfolio paid advisory fees of approximately
$112,000 and $0, respectively. During this period, the Adviser voluntarily
waived advisory fees of approximately $74,000 for the Acadian Emerging
Markets Portfolio and $18,000 for the Acadian International Equity Portfolio.

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 directs the Adviser to use its best efforts
to obtain the best execution with respect to all transactions for the
Portfolios. In doing so, the Portfolios 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 principal business 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 a Portfolio 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
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 such
allocations, are subject to periodic review by the Fund's Directors.

ADMINISTRATIVE SERVICES

In a merger completed on September 1, 1995, The Chase Manhattan Bank,
N.A. ("Chase") succeeded to all of the rights and obligations under the Fund
Administration Agreement between the Fund and United States Trust Company of
New York ("U.S. Trust"), pursuant to which U.S. Trust had agreed to provide
certain administrative services to the Fund. Pursuant to a delegation clause
in the U.S. Trust Administration Agreement, U.S. Trust delegated its
administration responsibilities to Mutual Funds Service Company, which after
the merger with Chase is a subsidiary of Chase known as Chase Global Funds
Services Company and will continue to provide certain administrative services
to the Fund. During the fiscal year ended October 31, 1993, administrative
services fees paid to the Administrator by the Acadian Emerging Markets
Portfolio and the Acadian International Equity Portfolio totaled
approximately $6,000 and $12,000, respectively. The basis of the fees paid to
the Administrator 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 to the Administrator by the Acadian
Emerging Markets and the Acadian International Equity Portfolios totaled
$41,000 and $71,000 and $53,000 and $77,000,

<PAGE>

respectively. The services provided by the Administrator and the basis of
the fees payable to the Administrator are described in the Portfolio's
Prospectus.

PERFORMANCE CALCULATIONS

PERFORMANCE

Each Portfolio may from time to time quote various performance figures to
illustrate past performance.

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 the Fund be accompanied by certain standardized
performance information computed as required by the Commission. Current
yield and average annual compounded total return quotations used by the Fund
are based on the standardized methods of computing performance mandated by
the Commission. An explanation of those and other methods used to compute or
express performance follows.

TOTAL RETURN

The average annual total return of the Portfolio 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. The average
annual total rates of returns for the Acadian Portfolios from inception and
for the one year period ended on the date of the Financial Statements
included herein, are as follows:

SINCE INCEPTION
THROUGH YEAR
ONE YEAR ENDED ENDED
OCTOBER 31, 1995 OCTOBER 31, 1995 INCEPTION DATE
---------------- ----------------- ---------------
<S> <C> <C> <C>
Acadian International Equity Portfolio -4.58% 7.74% 3/29/93
Acadian Emerging Markets Portfolio -19.79% 5.19% 6/17/93

</TABLE>

These figures were calculated according to the following formula:

P (1 + T)(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).

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:

(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 dividends.

<PAGE>

(c) 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.

(d) 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.

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

(f) 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.

(g) 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.

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

(i) 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.

(j) The Salomon-Russell Broad Market Index (BMI) - measures the performance
of approximately 4,500 institutionally investable equity securities in
23 worldwide local markets whose combined total available market
capitalization exceeds $106 million. The BMI is split into two major
components. The Primary Market Index defines the large stock universe,
representing the top 80% of the available capital of the BMI in each
country. The Extended Market Index represents the remaining 20% of the
available capital that defines the small stock universe.

(k) International Finance Corporation Indices (IFC) - measure the
performance of 800 stocks in over 20 emerging equity markets.

(l) Morgan Stanley Capital International Emerging Market Indices - represent
the local industry composition in emerging market countries. The indices
aim to cover 60% of the available total market capitalization of each
local market and currently include returns on 13 emerging equity
markets.

(m) The Morgan Stanley Capital International Europe 13 Index is an unmanaged
index composed of the securities listed on the stock exchanges of the
following countries: Australia, Belgium, Denmark, Finland, France,
Germany, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland and
the United Kingdom.

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

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

(p) Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Wall Street Journal and Weisenberger Investment
Companies Service - publications that rate fund performance over
specified time periods.

(q) 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.

(r) 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.

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

<PAGE>

(t) 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.

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 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 30 Portfolios.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of the 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 Prospectus.) 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 such 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
Prospectus.

As set forth in the Prospectus, unless the shareholder elects otherwise
in writing, all dividend and capital gains distributions are automatically
received in additional shares of the Portfolios of the Fund 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 of the Fund 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 each Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under 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 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.

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.

<PAGE>

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 for the Acadian Portfolios for the fiscal year
ended October 31, 1995 and the Financial Highlights for the respective
periods presented, which appear in the Portfolios' 1995 Annual Reports to
Shareholders, and the reports thereon of Price Waterhouse LLP, independent
accountants, also appearing therein, which were previously filed with the
Commission (Accession Number 0000950109-96-000061), are incorporated by
reference.

<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF RATINGS FOR CORPORATE BONDS

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS:

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

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

Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. The modifier 1 indicates that the security ranks at a higher end
of the rating category, modifier 2 indicates a mid-range rating and the
modifier 3 indicates that the issue ranks at the lower end of the rating
category.

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

Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS:

AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.

AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only to a small degree.

A-1

<PAGE>

A - Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated
categories. BBB - Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than for debt in higher rated categories.

BB, B, CCC, CC - Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

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 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.

A-2

<PAGE>

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-3

<PAGE>

UAM FUNDS

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

- --------------------------------------------------------------------------------
COOKE & BIELER, INC.
SERVES AS INVESTMENT ADVISER TO THE C & B PORTFOLIOS
INSTITUTIONAL CLASS SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- FEBRUARY 29, 1996

INVESTMENT OBJECTIVES

C & B EQUITY PORTFOLIO. The objective of the C & B Equity Portfolio is to
provide maximum long-term total return with minimal risk to principal by
investing in common stocks which have a consistency and predictability in their
earnings growth. Research by Cooke & Bieler's internal securities analysts will
be relied upon to identify these companies.

C & B BALANCED PORTFOLIO. The objective of the C & B Balanced Portfolio is to
provide maximum long-term total return with minimal risk to principal by
investing in a combined portfolio of common stocks which have a consistency and
predictability in their earnings growth and investment grade fixed income
securities.

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

ABOUT THIS PROSPECTUS

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 the expenses and fees that a shareholder of
the C & B 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>
C & B C & B
EQUITY BALANCED
PORTFOLIO PORTFOLIO
--------- --------
<S> <C> <C>
Sales Load Imposed on Purchases.... NONE NONE
Sales Load Imposed on Reinvested
Dividends......................... NONE NONE
Deferred Sales Load................ NONE NONE
Redemption Fees.................... NONE NONE
Exchange Fees...................... NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<S> <C> <C>
Investment Advisory Fees........... .625% .625%
Administrative Fees................ .116% .255%
12b-1 Fees......................... NONE NONE
Distribution Costs................. NONE NONE
Other Expenses..................... .049% .150%
Advisory Fees Waived............... -- (.030)%
--------- --------
Total Operating Expenses (After Fee
Waiver):.......................... .790%* 1.00%*
--------- --------
--------- --------
</TABLE>

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

*Absent the Adviser's fee waiver, annualized Total Operating Expenses of the C&B
Balanced Portfolio for the fiscal year ended October 31, 1995 would have been
1.03%. The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating Expenses
of the C&B Equity Portfolio would be 0.78%, and the ratio of expenses to
average net assets of the C&B Balanced Portfolio would not significantly
differ.

The purpose of the above table is to assist the investor in understanding
the various fees that an investor in the C&B Portfolios of the Fund will bear
directly or indirectly. The expenses and fees set forth above are based on the
Fund's operations during the fiscal year ended October 31, 1995. 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 keep each Portfolio's total annual operating expenses
from exceeding 1.00% of its 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 the Portfolios.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
C & B Equity Portfolio........................................... $ 8 $ 25 $ 44 $ 98
C & B Balanced Portfolio......................................... $ 10 $ 32 $ 55 $ 122
</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.

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Cooke & Bieler, Inc. (the "Adviser"), an investment counseling firm founded
in 1951, serves as investment adviser to two of the Fund's Portfolios. The
Adviser presently manages over $5.5 billion in assets for institutional clients
and high net worth individuals. See "INVESTMENT ADVISER."

2
<PAGE>
HOW TO INVEST

Shares of both Portfolios are offered through UAM Fund Distributors, Inc.
(the "Distributor") 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 with certain exceptions as may be determined from
time to time by the officers of the Fund. The minimum for subsequent investments
is $100. See "PURCHASE OF SHARES."

HOW TO REDEEM

Shares of both Portfolios 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."

ADMINISTRATIVE SERVICES

RISK FACTORS

Prospective investors in the Fund should consider the following factors
associated with an investment in the Portfolios: (1) The C&B Balanced Portfolio
may invest in securities rated lower than Baa by Moody's Investors Services,
Inc. or BBB by Standard & Poor's Corporation. These securities carry a high
degree of credit risk, and are considered speculative by the major credit rating
agencies and are sometimes referred to as "junk bonds". (See "INVESTMENT
POLICIES.") (2) The fixed income securities held by the C&B Balanced Portfolio
will be affected by general changes in interest rates resulting in increases or
decreases in the value of the obligations held by the Portfolio. The value of
the securities held by the Portfolio can be expected to vary inversely to the
changes in the prevailing interest rates, i.e., as interest rates decline,
market value tends to increase and vice versa. (3) Each Portfolio may invest a
portion of its assets in derivatives including futures contracts and options.
(See "COMMON INVESTMENT POLICIES--FUTURES CONTRACTS AND OPTIONS.") (4) In
addition, each Portfolio may use various investment practices that involve
special consideration, including investing in repurchase agreements,
when-issued, forward delivery and delayed settlement securities and lending of
securities. (See "COMMON INVESTMENT POLICIES.") The Value of the Portolios'
shares can be expected to fluctuate in response to changes in the market and
economic conditions, as well as the financial conditions and prospects of the
issuers in which the Portfolios invest.

3
<PAGE>
FINANCIAL HIGHLIGHTS

The following tables provide selected per share data and ratios for a share
outstanding throughout each of the periods presented and are part of the
Portfolios' Financial Statements included in the Portfolios' 1995 Annual Reports
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
Portfolios' 1995 Annual Reports to Shareholders.

C&B EQUITY PORTFOLIO

<TABLE>
<CAPTION>
MAY 15,**
1990 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ---------------------------------------------------------
1990 1991 1992 1993 1994 1995
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.00 $ 9.13 $ 12.33 $ 13.29 $ 13.06 $ 13.13
----------- --------- --------- --------- --------- ---------
Income from Investment
Operations........................
Net Investment Income............ 0.08+ 0.25+ 0.29 0.28 0.31 0.34
Net Realized & Unrealized Gain
(Loss) on Investments........... (0.89) 3.20 1.02 0.24 0.28 2.55
----------- --------- --------- --------- --------- ---------
Total From Investment
Operations.................... (0.81) 3.45 1.31 0.52 0.59 2.89
----------- --------- --------- --------- --------- ---------
Distributions
Net Investment Income............ (0.06) (0.25) (0.30) (0.26) (0.30) (0.34)
Net Realized Gain................ -- -- (0.05) (0.49) (0.18) --
In Excess of Net Realized Gain... -- -- -- -- (0.04) --
----------- --------- --------- --------- --------- ---------
Total Distributions............ (0.06) (0.25) (0.35) (0.75) (0.52) (0.34)
----------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period..... $ 9.13 $ 12.33 $ 13.29 $ 13.06 $ 13.13 $ 15.68
----------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- ---------
Total Return....................... (8.17%) 38.04%++ 10.68% 4.05% 4.67% 22.28%
----------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- ---------
Ratios and Supplemental Data:
Net Assets, End of Period
(Thousands)....................... $ 4,582 $50,321 $112,763 $209,153 $208,937 $245,813
Ratio of Expenses to Average Net
Assets............................ 1.00%*+ 1.00%+ 0.83% 0.82% 0.82% 0.79%#
Ratio of Net Investment Income to
Average Net Assets................ 3.21%*+ 2.65%+ 2.27% 2.28% 2.39% 2.35%
Portfolio Turnover Rate............ 0% 7% 45% 21% 46% 42%
</TABLE>

- ------------------------
*Annualized
**Commencement of Operations
+Net of voluntarily waived fees of $.01 and $.001 per share for the period
ended October 31, 1990 and the year ended October 31, 1991, respectively.

++Total return would have been lower had certain fees not been waived during the
period indicated.

4
<PAGE>
C&B BALANCED PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 29,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, -------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
-------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $10.00 $ 9.44 $ 11.88 $ 12.57 $ 12.68 $ 11.86
------- ----------- ----------- ----------- ----------- -----------
Income From Investment Operations
Net Investment Income............ 0.34+ 0.40+ 0.46 0.45 0.48+ 0.52+
Net Realized & Unrealized Gain
(Loss) on Investments........... (0.59) 2.45 0.79 0.40 (0.39) 1.51
------- ----------- ----------- ----------- ----------- -----------
Total From Investment
Operations.................... (0.25) 2.85 1.25 0.85 0.09 2.03
------- ----------- ----------- ----------- ----------- -----------
Distributions
Net Investment Income............ (0.31) (0.40) (0.46) (0.44) (0.47) (0.52)
Net Realized Gain................ -- (0.01) (0.10) (0.30) (0.44) (0.24)
------- ----------- ----------- ----------- ----------- -----------
Total Distributions............ (0.31) (0.41) (0.56) (0.74) (0.91) (0.76)
------- ----------- ----------- ----------- ----------- -----------
Net Asset Value, End of Period..... $ 9.44 $ 11.88 $ 12.57 $ 12.68 $ 11.86 $ 13.13
------- ----------- ----------- ----------- ----------- -----------
------- ----------- ----------- ----------- ----------- -----------
Total Return....................... (2.62%) 30.50%++ 10.72% 7.01% 0.74%++ 17.83%++
------- ----------- ----------- ----------- ----------- -----------
------- ----------- ----------- ----------- ----------- -----------
Ratios and Supplemental Data:
Net Assets, End of Period
(Thousands)....................... $8,634 $26,346 $35,326 $42,974 $32,077 $24,146
Ratio of Expenses to Average Net
Assets............................ 1.00%*+ 1.00%+ 0.91% 0.90% 1.00%+ 1.00%#+
Ratio of Net Investment Income to
Average Net Assets................ 4.61%*+ 4.07%+ 3.78% 3.65% 3.84%+ 3.80%+
Portfolio Turnover Rate............ 2% 11% 12% 22% 24% 22%
</TABLE>

- ------------------------
*Annualized
**Commencement of Operations

+Net of voluntarily waived fees of $.03, $.01, $.001 and $.004 per share for
the period ended October 31, 1990 and the years ended October 31, 1991, 1994
and 1995, respectively.

++Total return would have been lower had certain fees not been waived during the
periods indicated.

#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.

PERFORMANCE CALCULATIONS

Either Portfolio may advertise or quote yield data from time to time. The
yield of a Portfolio is computed based on the net income of the Portfolio during
a 30-day (or one month) period, which period will be identified in connection
with the particular yield quotation. More specifically, a Portfolio's yield is
computed by dividing the Portfolio's net income per share during a 30-day (or
one month) period by the maximum offering price per share on the last day of the
period and annualizing the result on a semi-annual basis.

From time to time, both Portfolios 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 C & B Equity Portfolio and/or C & B Balanced
Portfolio, as the case may be, 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 the Portfolio during the period are reinvested in
Portfolio shares.

5
<PAGE>
The Portfolios' Annual Reports to Shareholders for the most recent fiscal
year end contain additional performance information that include comparisons
with appropriate indices. The Annual Reports are 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

Both of the C & B Portfolios maintain different investment policies, but the
same investment objective, that is, to provide maximum long-term total return
consistent with minimal risk to principal. There can be no assurance that either
of the Portfolios will achieve its stated objective.

C & B EQUITY PORTFOLIO. The objective of the C & B Equity Portfolio is to
provide maximum long-term total return with minimal risk to principal by
investing primarily in common stocks of companies with strong financial
positions, which have a consistency and predictability in earnings growth and
which, in the Adviser's opinion, are undervalued at the time of purchase.

C & B BALANCED PORTFOLIO. The objective of the C & B Balanced Portfolio is to
provide maximum long-term total return with minimal risk to principal by
investing primarily in securities consisting of investment grade bonds, and
common stocks which have a consistency and predictability in earnings growth.
The proportion of the Portfolio's assets invested in fixed income securities
or common stocks will vary as market conditions warrant. A typical asset mix
for the Portfolio, however, is expected to be 60% common stocks and 40% fixed
income securities. The Portfolio's total return will consist of both an income
and capital return, the relative proportions of which will vary according to
the Portfolio's mix of underlying investments.

The Portfolios have distinct investment policies as set forth below.

INVESTMENT POLICIES

- - C & B EQUITY PORTFOLIO. The C & B Equity Portfolio seeks to achieve its
objective by investing primarily in common stocks which have a consistency and
predictability in their earnings growth. The Portfolio may also invest in
convertible bonds or convertible preferred stocks.

Security selection for the C & B Equity Portfolio is based on analysis of a
company's financial characteristics, an assessment of the quality of a company's
management, and the implementation of valuation discipline. Companies acceptable
for investment in the Portfolio are determined by screening criteria such as
high return on equity, strong balance sheets, and consistency and predictability
in the growth of earnings and dividends. Intensive on-site research, including
interviews with top management, is undertaken by the Adviser to identify
companies with strong management, further narrowing the universe of acceptable
investments. Dividend discount analysis is utilized to determine those stocks
with the most attractive returns from this universe. A stock is sold when a more
attractive alternative investment is found using this same discipline.

Cash reserves may be held from time to time in the Portfolio when stocks are
sold due to the unattractiveness of their returns, compared to risk free
investment alternatives. Market timing is not a part of the Adviser's investment
strategy.

- - C & B BALANCED PORTFOLIO. The C & B Balanced Portfolio is designed to provide
shareholders 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 mix of
stocks, bonds, and cash equivalents. A typical asset mix for the Portfolio is
60% stocks and 40% bonds. Depending on market conditions, this mix will vary.
However, at least 25% of the Portfolio's total assets will always be invested in
fixed income senior securities. Cash equivalent investments will be maintained
when deemed appropriate by the Adviser. Equity securities are selected using
approaches identical to those set forth under "Investment Policies" for the C &
B Equity Portfolio as set forth above.

Fixed income securities in the Portfolio will consist primarily of (1)
investment grade securities of varying maturities, including securities of or
guaranteed by the U.S. Government and its agencies or instrumentalities,
corporate bonds, mortgage-backed securities, variable rate debt securities,
asset-backed securities, and various short-term instruments such as commercial
paper, Treasury bills, and certificates of deposit, and (2) any other

6
<PAGE>
publicly or privately placed unrated security which, in the Adviser's opinion,
is equivalent in quality to securities having one of the four highest grades
assigned by Moody's Investors Service, Inc. (Moody's) or Standard & Poor's
Corporation (S&P).

Investment grade bonds are generally considered to be those bonds having one
of the four highest grades assigned by Moody's (Aaa, Aa, A or Baa) or S&P (AAA,
AA, A, or BBB). Bonds rated Baa or BBB 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 will invest 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 fixed income investments
will be limited to investment grade securities. However, as described above, the
Adviser reserves the right to retain securities which are downgraded by one or
both of the rating agencies or buy securities rated Ba or B by Moody's or BB or
B by S&P if, in the Adviser's judgment, maintaining a position in the securities
is warranted. Securities rated less than Baa by Moody's or BBB by S&P are
classified as carrying a high degree of risk and are considered speculative by
the major credit rating agencies. 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.

The chart below indicates the Portfolio's weighted average composition of
debt securities graded by S&P for the period from November 1, 1994 to October
31, 1995. The Portfolio did not invest in debt securities graded lower than
investment grade during this period.

<TABLE>
<CAPTION>
DEBT SECURITIES RATINGS PERCENTAGE OF
(STANDARD & POOR'S) NET ASSETS
- ---------------------------------------------------------------------------- --------------
<S> <C>
Government Agencies......................................................... 20.83%
AAA......................................................................... 0.84%
AA.......................................................................... 12.41%
A........................................................................... 2.61%
</TABLE>

The weighted average indicated above was calculated on a dollar weighted
basis and was computed as at the end of each month from November 1, 1994 to
October 31, 1995. The chart does not necessarily indicate what the composition
of the Portfolio will be in the current and subsequent fiscal years. For a
description of S&P's ratings of fixed income securities, see "Appendix --
Description of Securities and Ratings" in the Statement of Additional
Information.

COMMON INVESTMENT POLICIES

There are a number of investment policies common to both Portfolios.

SHORT-TERM INVESTMENTS

From time to time, both Portfolios may invest a portion of its assets in the
following money market instruments, consistent with the individual Portfolio's
investment policies as set forth above.

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).

A 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

7
<PAGE>
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 the Portfolio;

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

(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. 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. 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.

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.

The Fund has applied to the Commission for permission to allow 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. (See
"Investment Companies.") While the Fund expects to receive permission from the
Commission, there can be no assurance that the requested relief will be granted.

REPURCHASE AGREEMENTS

Both Portfolios may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities listed above under "short-term investments." 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, the 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.

8
<PAGE>
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 the Fund.

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 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 Fund's Board of Directors.

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
both Portfolios will not exceed 80%. A rate of turnover of 100% could occur, for
example, if all the securities held by a Portfolio are replaced within a period
of one year. The Portfolios will not normally engage in short-term trading but
reserve the right to do so.

The tables set forth in "FINANCIAL HIGHLIGHTS" present the Portfolios'
historical portfolio turnover ratios.

WHEN-ISSUED AND FORWARD DELIVERY SECURITIES

Both Portfolios may purchase and sell securities on a "when-issued" 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. However, no payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to the transaction. A
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. Such segregated securities will either mature
or, if necessary, be

9
<PAGE>
sold on or before the settlement date. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery of
the securities is made although a Portfolio may earn income on securities it has
deposited in a segregated account.

A Portfolio will 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.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, both
Portfolios may utilize appropriate futures contracts and options to a limited
extent. Specifically, the C & B Balanced Portfolio may invest in stock and bond
futures and options and interest rate futures contracts; the C & B Equity
Portfolio may invest in stock futures and options. For example, in order to
remain fully exposed to the movements of the market, while maintaining liquidity
to meet potential shareholder redemptions, a Portfolio may invest a portion of
its assets in stock, bond or interest rate futures contracts. Because futures
contracts only require a small initial margin deposit, a 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
stocks and bonds directly, it is expected that the use of index futures and
options to facilitate cash flows may reduce a Portfolio's overall transactions
costs.

In addition, both Portfolios may enter into futures contracts provided that
not more than 5% of the Portfolio's assets are required as margin deposit to
secure obligations under such contracts. A 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 a Portfolio and the prices of futures and options relating to the stocks or
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 a Portfolio's
ability to hedge. In the opinion of the Fund's Directors, the risk that a
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.

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. Certain restrictions applicable to each
Portfolio limit their investment in securities that are illiquid by virtue of
the absence of a readily available market or because of legal or contractual
restrictions on resale to not more than 10% of each Portfolio's net assets. 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.

INVESTMENT COMPANIES

The Fund has applied to the Commission for permission to allow 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.
While the Fund expects to receive permission from the Commission, there can be
no assurance that the requested relief will be granted.

10
<PAGE>
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 each 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 security 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 a 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) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% of the
Portfolio's gross assets valued at the lower of market or cost, and a
Portfolio may not purchase additional securities when borrowings exceed
5% of total gross assets; and

(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 limitations 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 each Portfolio of the
Fund. 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 a Portfolio's
assets will not be considered a violation of the restriction.

INVESTMENT SUITABILITY

The Fund's Portfolios are designed principally for the investments of high
net worth individuals and tax-exempt fiduciary investors who are entrusted with
the responsibility of investing assets held for the benefit of others. The
Portfolios are also suitable for individual tax-deferred retirement plans
including 401(k) Defined Contribution Plans and IRA Contributions or Rollovers.

PURCHASE OF SHARES

Shares of both Portfolios 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, with certain exceptions as may be
determined from time to time by the officers of the Fund.

11
<PAGE>
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
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
mailed to:

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

The Portfolio(s) to be purchased should be designated on the Account
Registration Form. 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 both Portfolios 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(s) selected, the amount
being wired and the name of the bank wiring the 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 10015
ABA #0210-0023-8
DDA Acct. #000-71-427
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 UAM Funds
Service Center 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 ("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 by mailing a check to the UAM
Funds Service Center (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 both Portfolios is the net asset value
next determined after the order and payment is received. (See "VALUATION OF
SHARES.") An order received prior to the close of the NYSE will be executed at
the price computed on the date of receipt; an order received after the close of
the NYSE will be executed at the price computed on the next day the NYSE is
open.

12
<PAGE>
The Fund reserves the right, in its sole discretion, to suspend the offering
of shares of its Portfolios or reject purchase orders when, in the judgment of
management, such suspension or rejection is in the best interests of the Fund.

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.

REDEMPTION OF SHARES

Shares of both Portfolios 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.

BY MAIL

Both Portfolios 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
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 documentation, 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.

13
<PAGE>
SIGNATURE GUARANTEES

To protect your account, the Fund and the Administrator 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) and the registered address, and (2)
share transfer requests. The purpose of signature guarantees is to verify the
identity of the party who has authorized a redemption.

BY TELEPHONE

FURTHER REDEMPTION INFORMATION

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 the 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

14
<PAGE>

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. 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 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 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 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" for a definition of "good
order.")

VALUATION OF SHARES

The net asset value of the Fund's Portfolios is determined by dividing the
total market value of each Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of that Portfolio. For the C & B
Equity Portfolio, net asset value per share is determined as of the close of the
NYSE on each day that the NYSE is open for business. For the C & B Balanced
Portfolio, net asset value per share is determined as of the close of the NYSE
(1) on each day that the NYSE is open for business and the Portfolio receives an
order to purchase or redeem its shares, and (2) on the last business day the
NYSE is open during each week and each month.

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, if it approximates the market value. In the event that
amortized cost does not approximate market value, market prices as determined
above will be used.

15
<PAGE>
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 C & B 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, the Portfolios will normally distribute such gains
with the last dividend for the fiscal year.

All of 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

Each Portfolio within the Fund 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 and will
generally qualify in part for the 70% dividends received deduction for
corporations, but the portion of the dividends so qualified depends on the ratio
of the aggregate taxable qualifying dividend income received by each Portfolio
from domestic (U.S.) sources to the total taxable income of the Portfolio,
exclusive of long-term capital gains.

Whether paid in cash or additional shares of a Portfolio and regardless of
the length of time the shares in such 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.

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 exchanges and 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 of the Fund 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 gains net income from the prior year.
Dividends declared in October, November, or December to shareholders of record
in such month will be deemed to have been paid by the Fund and received by the
shareholders on December 31 of such calendar year, 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 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

16
<PAGE>
INVESTMENT ADVISER

Cooke & Bieler, Inc. is a Pennsylvania corporation formed in 1951 and is
located at 1700 Market Street, Philadelphia, PA 19103. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation ("UAM") and
provides investment management services to corporations, foundations,
endowments, pension and profit sharing plans, trusts, estates and other
institutions and individuals. As of the date of this Prospectus, the Adviser had
over $5.5 billion in assets under management. For further information on Cooke &
Bieler's investment services, please call (215) 567-1101.

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

WALTER W. GRANT, Partner and Director.
A.B., Harvard College.
M.B.A., Harvard University.
A Chartered Financial Analyst and Chartered Investment Counselor.
Has been a member of the firm since 1969 and has managed the Portfolios
since inception.

JOHN J. MEDVECKIS, Partner and Director.
A.B., University of Cincinnati.
Has been a member of the firm since 1973 and has managed the Portfolios
since inception.

R. JAMES O'NEIL, Vice President.
B.A., cum laude, Colby College.
M.B.A., Harvard University.
He is a Chartered Financial Analyst.
Has been a member of the firm since 1988 and has managed the Portfolios
since inception.

PETER A. THOMPSON, Vice President.
B.A., Princeton University.
M.B.A., Colgate Darden School of Business Administration.
Has been a member of the firm since 1989 and has managed the Portfolios
since inception.

Under an Investment Advisory Agreement (the "Agreement") with the Fund,
dated as of July 3, 1989, the Adviser, subject to the control and supervision of
the Fund's Board of Directors and in conformance with the stated investment
objective and policies of both C & B Portfolios, manages the investment and
reinvestment of the assets of both C & B Portfolios. In this regard, it is the
responsibility of the Adviser to make investment decisions for the Fund's C & B
Portfolios and to place purchase and sales orders for the C & B Portfolios.

As compensation for the services rendered by the Adviser under the
Agreement, each C & B Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rates to
both of the C & B Portfolios' average daily net assets for the month:

<TABLE>
<CAPTION>
RATE
---------
<S> <C>
C & B Equity Portfolio............................................................................ 0.625%
C & B Balanced Portfolio.......................................................................... 0.625%
</TABLE>

The Adviser has voluntarily agreed to waive its advisory fees and to assume
operating expenses on behalf of the Portfolios, if necessary, in order to keep
each Portfolio's total annual operating expenses from exceeding 1.00% of its
average daily net assets. The Fund will not reimburse the Adviser for any
advisory fees which are waived or Portfolio expenses which the Adviser may bear
on behalf of the Portfolios.

ADMINISTRATIVE SERVICES

17
<PAGE>

pursuant to a Fund Administration Agreement dated as of December 16, 1991. The
services provided under this Agreement are subject to the supervision of the
officers and the Directors of the Fund, and include day-to-day administration of
matters related to the corporate existence of the Fund, maintenance of its
records, preparation of reports, supervision of the Fund's arrangements with its
custodian, and assistance in the preparation of the Fund's registration
statements under Federal and state securities laws. Chase Global Funds Services
Company is located at 73 Tremont, Boston, MA 02108-3913. The Chase Manhattan
Corporation ("Chase"), the parent company of The Chase Manhattan Bank, N.A., and
Chemical Banking Corporation ("Chemical"), the parent company of Chemical Bank,
have entered into an Agreement and Plan of Merger which, when completed, will
merge Chase with and into Chemical. Chemical will be the surviving corporation
and will continue its corporate existence under the name "The Chase Manhattan
Corporation." It is anticipated that this transaction will be completed in the
first quarter of 1996 and will not effect the nature nor quality of the services
furnished to the Fund and its Portfolios. Pursuant to the Fund Administration
Agreement, as amended February 1, 1994, the Fund pays Chase Global Funds
Services Company a monthly fee for its services which on an annualized basis
equals: 0.20 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 0.08 of 1% of the aggregate net assets in excess of $1 billion
but less than $3 billion; plus 0.06 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, which rises from $2,000 per month upon inception of a Portfolio to
$70,000 annually after two years. The Fund, with respect to the Fund or any
Portfolio or Class of the Fund, may enter into other or additional arrangements
for transfer or subtransfer agency, record-keeping or other shareholder services
with organizations other than the Administrator.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset
Management Corporation, with its principal office located at 211 Congress
Street, Boston, Massachusetts 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 C & B Portfolios included in this Prospectus. The
Agreement continues in effect so long as such continuance is approved at least
annually by a vote of 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 stockholders.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchase and sale of investment
securities for the C & B 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 C & B Portfolios. The Adviser may, however,
consistent with the interests of a C & B Portfolio, select brokers on the basis
of the research, statistical and pricing services they provide to a C & B
Portfolio. 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 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
a Portfolio and the Adviser's other clients.

Some securities considered for investment by both Portfolios may also be
appropriate for other clients served by the Adviser. If a purchase or sale of
securities consistent with the investment policies of a Portfolio 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 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 such allocations, are
subject to periodic review by the Fund's Directors.

18
<PAGE>
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 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 of the Fund are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and have no pre-emptive rights. The shares of each Portfolio 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 name on the books of the Fund. 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. The Fund will not hold annual meetings 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.

LITIGATION

The Fund is not involved in any litigation.

19
<PAGE>
DIRECTORS AND OFFICERS

<TABLE>
<S> <C>
MARY RUDIE BARNEBY* Director and Executive Vice President of the Fund;
1133 Avenue of the Americas President of Regis Retirement Plan Services since 1993;
New York, NY 10036 Former President of UAM Fund Distributors, 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 Washington
5804 Brookside Drive office of the law firm Squire, Sanders & Dempsey;
Chevy Chase, MD 20815 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 Board
Baltimore, MD 21201 of Chektec Corporation and Cyber Scientific, Inc.
WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia office
4000 Bell Atlantic Tower of the law firm Dechert Price & Rhoads; Director, Hofler
1717 Arch Street Corp.
Philadelphia, PA 19103
NORTON H. REAMER* Director, President and Chairman of the Fund; President,
One International Place Chief Executive Officer and a Director of United Asset
Boston, MA 02110 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 since 1988;
Boston, MA 02111 Director and Chief Executive Officer of H.T. Investors,
Inc., formerly a subsidiary of Dewey Square.
WILLIAM H. PARK* Vice President and Assistant Treasurer of the Fund;
One International Place Executive Vice President and Chief Financial Officer of
Boston, MA 02110 United Asset Management Corporation.
ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund Administration and
73 Tremont Street Compliance of the Administrator since March 1995; formerly
Boston, MA 02108 Senior Manager of Deloitte & Touche LLP from 1985 to 1995.
KARL O. HARTMANN* Secretary of the Fund; Senior Vice President and General
73 Tremont Street Counsel of Administrator; Senior Vice President, Secretary
Boston, MA 02108 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 President of
73 Tremont Street Administrator.
Boston, MA 02108
</TABLE>

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

20
<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
SIRACH CAPITAL MANAGEMENT, INC.
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced 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, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

21
<PAGE>

UAM FUNDS

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

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

PROSPECTUS
FEBRUARY 29, 1996
Investment Adviser
COOKE & BIELER, INC.
1700 Market Street
Philadelphia, PA 19103
(215) 567-1101

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fund Expenses..................................... 2
Prospectus Summary................................ 2
Risk Factors...................................... 3
Financial Highlights.............................. 4
Performance Calculations.......................... 5
Investment Objectives............................. 6
Investment Policies............................... 6
Common Investment Policies........................ 7
Investment Limitations............................ 11
Investment Suitability............................ 11
Purchase of Shares................................ 11
Redemption of Shares.............................. 13

<CAPTION>
PAGE
---------
<S> <C>
Shareholder Services.............................. 14
Valuation of Shares............................... 15
Dividends, Capital Gains Distributions and
Taxes............................................ 16
Investment Adviser................................ 17
Administrative Services........................... 17
Distributor....................................... 18
Portfolio Transactions............................ 18
General Information............................... 19
Directors and Officers............................ 20
UAM Funds --
Institutional Class Shares....................... 21
</TABLE>

PART B

UAM FUNDS
C&B PORTFOLIOS
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 28, 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 C&B
Portfolios dated February 28, 1996. 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 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Administrative Services. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Performance Calculations . . . . . . . . . . . . . . . . . . . . . . . . . 10
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Appendix - Description of Securities and Ratings . . . . . . . . . . . . . A-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies
of the C & B Equity and C & B Balanced Portfolios (the "Portfolios") as set
forth in the C & B Portfolios' Prospectus:

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. Both Portfolios 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 (1) 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, (2) 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), (3) the loan be made
subject to termination by the Portfolio at any time, and (4) the Portfolio
receive reasonable interest on the loan (which may include the Portfolio
investing any cash collateral in interest bearing short-term investments),
any distribution on the loaned securities and any increase in their market
value. 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 Portfolios will continue
to retain any voting rights with respect to the loaned securities. If a
material event occurs affecting an investment on loan, the loan must be
called and the securities voted.

FUTURES CONTRACTS

Both Portfolios may enter into futures contracts, options, and options on
futures contracts for the purpose 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 the making or taking of
delivery. Closing out an open futures position is done by taking an opposite
position ("buying" a contract which has previously "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 market 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 bonafide 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 five percent of the liquidation
value of a Portfolio. A 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, each Portfolio expects that approximately
75% of its futures contract 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 a Portfolio's exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this
exposure. While a 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

A 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, a 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

A 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 specified time. Thus,
it may not be possible to close a futures position. In the event of adverse
price movements, a 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 contract
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 losses in excess of the amount invested in the contract. However,
because the futures strategies of each Portfolio are engaged in only for
hedging purposes, the Adviser does not believe that the Portfolios are
subject to the risks of loss frequently associated with futures transactions.
A 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 a 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.

3
<PAGE>

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 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 a 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 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 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. 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, a 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 a 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.

Both Portfolios 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

Shares of both C & B 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 $250,000 with certain
exceptions as may be determined from time to time by the officers of the
Fund. An order received in proper form prior to the 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 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.

Both Portfolios reserve 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

Both Portfolios may suspend redemption privileges or postpone the day 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

4
<PAGE>

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 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 any Portfolio 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 Portfolio.

Signature Guarantees - To protect your account, the Fund and Chase Global
Funds Services Company (the "Administrator") 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) and/or registered address; and (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' Prospectus:

EXCHANGE PRIVILEGE

Institutional Class Shares of each C & B Portfolio may be exchanged for
Institutional Class Shares of the other C & B Portfolio. In addition,
Institutional Class Shares of each C & B 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 in the 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 the 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 C & B 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. 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 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 Portfolios 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 of the Fund's Portfolios 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 certificates 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

Both Portfolios are subject to the following restrictions 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 the Portfolio present
at a meeting if the holders of more than 50% of the outstanding voting
securities of the Portfolio are present or represented by proxy, or (2) more
than 50% of the outstanding voting securities of the Portfolio. Each
Portfolio will not:

(1) invest in commodities except that each Portfolio may invest in
futures contracts and options to the extent that not more than 5% of
a Portfolio's assets are required as deposit to secure obligations
under futures contracts;

(3) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly distributed,
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;

(4) purchase on margin or sell short except as specified in (1) above;

(5) purchase more than 10% of any class of the outstanding voting
securities of any issuer;

(6) with respect as to 75% of its assets, purchase securities of any
issuer (except obligations of the United States Government and its
instrumentalities) if as the result more than 5% of the Portfolio's
total assets, at the time of purchase, would be invested in the
securities of such issuer;

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

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

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

(10) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the net assets of the Portfolio, 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;

6
<PAGE>

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

(12) 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;

(13) 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 such Portfolio adopts a
temporary defensive position; and

(14) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

In addition, the C & B Equity Portfolio is subject to the following
limitations which are not fundamental policies and may be changed without
shareholder approval:

(1) The Portfolio may not purchase warrants if, by reason of such
purchase, more than 5% of the value of the Portfolio's net
assets (taken at market value) would be invested in warrants,
valued at the lower of cost or market. Included within this amount,
but not to exceed 2% of the value of the Portfolio's net assets, may
be warrants that are not listed on a recognized stock exchange;

(2) The Portfolio may not invest in real estate limited partnership
interests; and

(3) The Portfolio may not invest in oil, gas or other mineral leases.

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'
Prospectus. 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 the Administrator 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> <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.

C&B BALANCED PORTFOLIO: UFCW Local 56 & Food Industry Employers Money
Purchase Pension Trust, c/o Corestates Bank, P.O. Box 7829, Philadelphia, PA,
22%; The Chase Manhattan Bank, N.A., Trustee, Charles J. Prizer Money
Purchase Pension Plan; FBO Charles J. Prizer, 4325 Gulf of Mexico Drive,
Longboat Key, FL, 12%* and Baptist Health System, Inc., D/B/A Coosa Valley
Baptist Medical Center, 315 West Hickory Street, Sylacauga, AL, 11%.

C&B EQUITY PORTFOLIO: State Street Bank and Trust Co., Trustee, Simplex
Time Recorder Co. Employee Savings Plan Trust, P.O. Box 1389, Boston, MA,
12%*; State Street Bank and Trust Co., Trustee, New England UFCW Employee
Pension Fund, P.O. Box 1992, Boston, MA, 7%* and Crestar Bank, Trustee, Cadmus
Communication Corp. Pension Plan, P.O. Box 26246, Richmond, VA, 5%*.

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.

_______

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

INVESTMENT ADVISER

CONTROL OF ADVISER

Cooke & Bieler, 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

8
<PAGE>

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 bases its philosophy and process on selecting high quality,
risk averse stocks. An emphasis on value is designed to protect assets in
down markets. The stock selection process is geared towards finding companies
with high quality earnings which are sustainable in a wide range of economic
environments. Key criteria include companies with strong balance sheets, a
proven management team and low debt. On the fixed income side, the Adviser is
a conservative, quality-oriented bond manager.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included Knight Ridder, Mayo Foundation,
Princeton University, University of Notre Dame and UST Inc.

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

ADVISORY FEES

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

Rate

C & B Equity Portfolio . . . . . . . . . . . . . . . . . . . . . . 0.625%
C & B Balanced Portfolio . . . . . . . . . . . . . . . . . . . . . 0.625%

For the periods ended October 31, 1993, 1994 and 1995, the C & B Equity
Portfolio paid advisory fees of approximately $1,082,000, $1,285,000 and
$1,418,000, respectively, to the Adviser.

For the periods ended October 31, 1993, 1994 and 1995, the C & B Balanced
Portfolio paid advisory fees of approximately $257,000, $220,000 and
$182,000, respectively, to the Adviser. During these periods, the Adviser
voluntarily waived advisory fees of approximately $0, $2,000 and $9,000,
respectively.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Fund's C&B Portfolios and directs 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 principal business 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.

9
<PAGE>

ADMINISTRATIVE SERVICES

In a merger completed on September 1, 1995, The Chase Manhattan Bank, N.A.
("Chase") succeeded to all of the rights and obligations under the Fund
Administration Agreement between the Fund and United States Trust Company of
New York ("U.S. Trust"), pursuant to which U.S. Trust had agreed to provide
certain administrative services to the Fund. Pursuant to a delegation clause
in the U.S. Trust Administration Agreement, U.S. Trust delegated its
administration responsibilities to Mutual Funds Service Company, which after
the merger with Chase is a subsidiary of Chase known as Chase Global Funds
Services Company and will continue to provide certain administrative services
to the Fund. During the fiscal year ended October 31, 1993, the C & B Equity
and C & B Balanced Portfolios paid administrative services fees of $214,866
and $61,189, respectively, to the Administrator. The basis of the fees paid
to the Administrator 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, the C&B Equity and C & B Balanced Portfolios paid
administrative services fees of approximately $242,000 and $264,000 and
$69,000 and $79,000, respectively, to the Administrator. The services
provided by the Administrator and the basis of the fees for the 1994 and 1995
fiscal years payable to the Administrator are described in the Portfolios'
Prospectus.

PERFORMANCE CALCULATIONS

PERFORMANCE

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

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 the Fund be accompanied by certain standardized
performance information computed as required by the Commission. Current yield
and average annual compounded total return quotations used by the Fund are
based on the standardized methods of computing performance mandated by the
Commission. An explanation of those and other methods used by 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.

The average annual total rates of return for the C & B Equity and C & B
Balanced Portfolios from inception and for the one and five year period ended
on the date of the Financial Statements included herein are as follows:

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>
C&B Balanced Portfolio 17.83% 12.91% 10.45% 12/29/89
C&B Equity Portfolio 22.28% 15.26% 12.12% 5/15/90

</TABLE>

These figures were calculated according to the following formula:

n
P (1 + T) = ERV

10
<PAGE>

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

COMPARISONS

(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) 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.

(d) 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.

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

(f) 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.

(g) 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.

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

(i) 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.

(j) 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.

(k) Lehman Brothers Government/Corporate Index - is 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
an

11
<PAGE>

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.

(l) 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.

(m) 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.

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

(o) 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.

(p) 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, 65% Standard & Poor's 500 Stock Index and
35% Salomon Brothers High Grade Bond Index, and 60% Standard & Poor's 500
Stock Index and 40% Lehman Brothers Government/Corporate Index.

(q) 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.

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

(s) 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.

(t) 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.

(u) 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.

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

(w) 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.

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 futures. 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

12
<PAGE>

Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The Fund's
Articles of Incorporation 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 30 Portfolios.

The shares of each Portfolio of the Fund, when issued and paid for as
provided for in the Prospectus, 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.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of each 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 Prospectus). 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 that 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
Prospectus.

As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically
received in additional shares of that 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 of the Fund 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.

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 C & B Portfolios and the Financial
Highlights for the respective periods presented, which appear in the C & B
Portfolios' 1995 Annual Reports to Shareholders, and the reports thereon of
Price Waterhouse LLP, independent accountants, also appearing therein, which
were previously filed electronically with the Commission (Accession Number :
0000950109-96-0000617), are incorporated by reference.

13
<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF CORPORATE BOND RATINGS

Moody's Investors Service, Inc. Corporate Bond Ratings:

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Standard & Poor's Corporation Corporate Bond Ratings:

AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.

AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only to a small degree.

A-1
<PAGE>

BBB - Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than for debt in higher rated categories.

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

II. DESCRIPTION OF MORTGAGE-BACKED SECURITIES

Mortgage-backed securities represent an ownership interest in a pool of
residential mortgage loans. These securities are designed to provide monthly
payments of interest and principal to the investor. The mortgagor's monthly
payments to his/her lending institution are "passed-through" to investors
such as the C & B Balanced Portfolio. Most issuers or poolers provide
guarantees of payments, regardless of whether or not the mortgagor actually
makes the payment. The guarantees made by issuers or poolers are supported by
various forms of credit, collateral, guarantees or insurance, including
individual loan, title, pool and hazard insurance purchased by the issuer.
There can be no assurance that the private issuers can meet their obligations
under the policies. Mortgage-backed securities issued by private issuers,
whether or not such securities are subject to guarantees, may entail greater
risk. If there is no guarantee provided by the issuer, mortgage-backed
securities purchased by the C & B Balanced Portfolio will be rated investment
grade by Moody's or S&P.

UNDERLYING MORTGAGES

Pools consist of whole mortgage loans or participations in loans. The
majority of these loans are made to purchasers of 1-4 family homes. The terms
and characteristics of the mortgage instruments are generally uniform within
a pool but may vary among pools. For example, in addition to fixed-rate,
fixed-term mortgages, the C & B Balanced Portfolio may purchase pools of
variable rate mortgages (VRM), growing equity mortgages (GEM), graduated
payment mortgages (GPM) and other types where the principal and interest
payment procedures vary. VRM's are mortgages which reset the mortgage's
interest rate on pools of VRM's. GPM and GEM pools maintain constant interest
with varying levels of principal repayment over the life of the mortgage.
These different interest and principal payment procedures should not impact a
Portfolio's net asset value since the prices at which these securities are
valued each day will reflect the payment procedures.

All poolers apply standards for qualification to local lending
institutions which originate mortgages for the pools. Poolers also establish
credit standards and underwriting criteria for individual mortgages included
in the pools. In addition, many mortgages included in pools are insured
through private mortgage insurance companies.

AVERAGE LIFE

The average life of pass-through pools varies with the maturities of the
underlying mortgage instruments. In addition, a pool's term may be shortened
by unscheduled or early payments of principal and interest on the underlying
mortgages. The occurrence of mortgage prepayment is affected by factors
including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.

As prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of
fixed-rate 30-year mortgages, common industry practice is to assume the
prepayments will result in a 12-year average life. Pools of mortgages with
other maturities or different characteristics will have varying assumptions
for average life.

RETURNS ON MORTGAGE-BACKED SECURITIES

A-2
<PAGE>
investment, thus affecting the yields of the Portfolios. The compounding
effect from reinvestment of monthly payments received by a Portfolio will
increase its yield to shareholders, compared to bonds that pay interest
semiannually.

ABOUT MORTGAGE-BACKED SECURITIES

Interests in pools of mortgage-backed securities differ from other forms
of debt securities, which normally provide for periodic payment of interest
in fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a
"pass-through" of the monthly payments made by the individual borrowers on
their residential mortgage loans, net of any fees paid to the issuer or
guarantor of such securities. Additional payments are caused by repayments
resulting from the sale of the underlying residential property, refinancing
or foreclosure net of fees or costs which may be incurred. Some
mortgage-backed securities are described as "modified pass-through." These
securities entitle the holders to receive all interest and principal payments
owed on the mortgages in the pool, net of certain fees, regardless of whether
or not the mortgagors actually make the payment.

Residential mortgage loans are pooled by the Federal Home Loan Mortgage
Corporation (FHLMC). FHLMC is a corporate instrumentality of the U.S.
Government and was created by Congress in 1970 for the purpose of increasing
the availability of mortgage credit for residential housing. Its stock is
owned by the twelve Federal Home Loan Banks. FHLMC issues Participation
Certificates ("PC's") which represent interests in mortgages from FHLMC's
national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal.

The Federal National Mortgage Association (FNMA) is a Government sponsored
corporation owned entirely by private stockholders. It is subject to general
regulation by the Secretary of Housing and Urban Development. FNMA purchases
residential mortgages from a list of approved seller/servicers which include
state and federally-chartered savings and loan associations, mutual savings
banks, commercial banks and credit unions and mortgage bankers. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal
and interest by FNMA.

The principal Government guarantor of mortgage-backed securities is the
Government National Mortgage Association (GNMA). GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban
Development. GNMA is authorized to guarantee, with the full faith and credit
of the U.S. Government, the timely payment of principal and interest on
securities issued by approved institutions and backed by pools of FHA-insured
or VA-guaranteed mortgages.

Commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers also
create pass-through pools of conventional residential mortgage loans. Pools
created by such non-governmental issuers generally offer a higher rate of
interest than Government and Government-related pools because there are no
direct or indirect Government guarantees of payments in the former pools.
However, timely payment of interest and principal of these pools is supported
by various forms of insurance or guarantees, including individual loan,
title, pool and hazard insurance purchased by the issuer. The insurance and
guarantees are issued by Governmental entities, private insurers and mortgage
poolers. There can be no assurance that the private insurers can meet their
obligations under the policies. Mortgage-backed securities purchased for the
C & B Balanced Portfolio will, however, be rated of investment grade quality
by Moody's or S&P.

The C & B Balanced Portfolio expects that Governmental or private entities
may create mortgage loan pools offering pass-through investments in addition
to those described above. The mortgages underlying these securities may be
alternative mortgage instruments, that is mortgage instruments whose
principal or interest payment may vary or whose terms to maturity may be
shorter than previously customary. As new types of mortgage-backed securities
are developed and offered to investors, the Portfolios will, consistent with
their investment objective and policies, consider making investments in such
new types of securities.

III. 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.

A-3
<PAGE>

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 assert 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.

IV. DESCRIPTION OF COMMERCIAL PAPER

V. DESCRIPTION OF BANK OBLIGATIONS

A-4

<PAGE>

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.

VI. DESCRIPTION OF FOREIGN INVESTMENTS

As foreign companies are not generally subject to uniform accounting,
auditing and financing 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.

Certain foreign governments levy withholding taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recovered 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-5
<PAGE>

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

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

DEWEY SQUARE INVESTORS CORPORATION
SERVES AS INVESTMENT ADVISER TO THE DSI PORTFOLIOS
INSTITUTIONAL CLASS SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- FEBRUARY 29, 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 DSI Disciplined Value Portfolio currently offers two
separate classes of shares: Institutional Class Shares and Institutional Service
Class Shares ("Service Class Shares"). The DSI Limited Maturity Bond, DSI Money
Market and DSI Balanced Portfolios currently only offer one class of shares:
Institutional Class Shares. The securities offered in this Prospectus are
Institutional Class Shares of four diversified, no-load Portfolios of the Fund
managed by Dewey Square Investors Corporation.

DSI DISCIPLINED VALUE PORTFOLIO. The objective of the DSI Disciplined Value
Portfolio is to achieve maximum long-term total return consistent with
reasonable risk to principal through diversified equity investments.

DSI LIMITED MATURITY BOND PORTFOLIO. The objective of the DSI Limited Maturity
Bond Portfolio is to provide maximum total return consistent with reasonable
risk to principal by investing in investment grade fixed income securities. The
Portfolio will ordinarily maintain an average weighted maturity of less than six
years.

DSI MONEY MARKET PORTFOLIO. The objective of the DSI Money Market Portfolio is
to provide maximum current income consistent with the preservation of capital
and liquidity by investing in short-term investment grade money market
obligations issued or guaranteed by financial institutions, nonfinancial
corporations, and the United States Government, as well as repurchase agreements
collateralized by such securities. It is anticipated that the Portfolio will
maintain a constant net asset value of $1.00 and an average weighted maturity of
90 days or less. THE PORTFOLIO'S SHARES ARE NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE, HOWEVER, THAT A CONSTANT NET
ASSET VALUE OF $1.00 WILL BE MAINTAINED.

DSI BALANCED PORTFOLIO. The objective of the DSI Balanced Portfolio is to
provide maximum long-term capital growth consistent with reasonable risk to
principal by investing in a diversified portfolio of equity, primarily
investment grade fixed income and money market securities.

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

ABOUT THIS PROSPECTUS

The following table illustrates the expenses and fees that a shareholder of
the DSI 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>
DSI DSI LIMITED
DISCIPLINED MATURITY DSI MONEY DSI
VALUE BOND MARKET BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS 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>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
DSI
DISCIPLINED DSI LIMITED DSI MONEY DSI
VALUE MATURITY BOND MARKET BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Investment Advisory Fees... .75% .45% .40% .45%**
Administrative Fees........ .16% .29% .12% .18%
12b-1 Fees................. NONE NONE NONE NONE
Other Expenses............. .09% .14% .05% .24%
Advisory Fees Waived....... -- -- (0.07%) --
--- --- -----
Total Operating Expenses
(After Fee Waiver):....... 1.00%+ .88%+ .50%+ .87%+
--
--
--- --- -----
--- --- -----
</TABLE>

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

*Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
DSI Money Market Portfolio Institutional Class Shares for the fiscal year
ended October 31, 1995 would have been 0.57%. Effective July 1, 1995 until
further notice, the Adviser has voluntarily agreed to waive a portion of its
advisory fees in order to keep the advisory fees at 0.18% of the Portfolio's
average daily net assets. The Fund will not reimburse the Adviser for any
advisory fees that are waived on behalf of the Portfolio.

+The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating Expenses
of the DSI Disciplined Value, Limited Maturity Bond and Money Market
Portfolios Institutional Class Shares would be 0.99%, 0.87% and 0.49%,
respectively.

**The Adviser's fee is as follows: 0.45% for the first twelve months of
operations, 0.55% for the next twelve months of operations and 0.65%
thereafter.

The purpose of this table is to assist the investor in understanding the
various expenses that a shareholder in the DSI Portfolios of the Fund will bear
directly or indirectly. The expenses and fees set forth above are based on the
DSI Disciplined Value, Limited Maturity Bond and Money Market Portfolios'
operations during the fiscal year ended October 31, 1995. The fees and expenses
with respect to the DSI Balanced Portfolio are based on estimated amounts for
its first year of operations based upon assumed average daily net assets of $25
million. As of the date of this Prospectus, the DSI Balanced Portfolio
Institutional Class Shares had not commenced operations.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DSI Disciplined Value Portfolio Institutional
Class Shares................................... $10 $32 $55 $122
DSI Limited Maturity Bond Portfolio
Institutional Class Shares..................... $ 9 $28 $49 $108
DSI Money Market Portfolio Institutional Class
Shares......................................... $ 5 $16 $28 $ 63
DSI Balanced Portfolio Institutional Class
Shares......................................... $ 9 $28 * *
</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.
- ------------
*As the DSI Balanced Portfolio Institutional Class Shares is not yet
operational, the Fund has not projected expenses beyond the 3 year period
shown.

2
<PAGE>
PROSPECTUS SUMMARY

INVESTMENT ADVISER

Dewey Square Investors Corporation (the "Adviser"), an investment counseling
firm founded in 1989, serves as investment adviser to the Fund's four DSI
Portfolios. The Adviser was formed as the successor to the business of The Dewey
Square Investors Division of The First National Bank of Boston which division
was established in 1984. The Adviser presently manages over $3.4 billion in
assets for institutional clients and high net worth individuals. See "INVESTMENT
ADVISER."

HOW TO INVEST

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

HOW TO REDEEM

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."

ADMINISTRATIVE SERVICES

RISK FACTORS

Prospective investors in the Fund should consider the following factors
associated with an investment in the Portfolios: (1) The DSI Limited Maturity
Bond and the DSI Balanced Portfolios may invest in securities rated lower than
Baa by Moody's Investors Services, Inc. or BBB by Standard & Poor's Corporation.
These securities carry a high degree of credit risk, and are considered
speculative by the major credit rating agencies and are sometimes referred to as
"junk bonds". (See "INVESTMENT POLICIES.") (2) Each Portfolio (except the DSI
Money Market Portolio) may invest a portion of its assets in derivatives
including futures contracts and options. (See "FUTURES CONTRACTS AND OPTIONS.")
(3) Each Portfolio (except the DSI Money Market Portfolio) may invest in foreign
securities. (See "FOREIGN INVESTMENTS.") (4) The fixed income securities held by
the DSI Limited Maturity Bond and the DSI Money Market Portfolios will be
affected by general changes in interest rates resulting in increases or
decreases in the value of the obligations held by each Portfolio. The value of
the securities held by such Portfolio can be expected to vary inversely to the
changes in the prevailing interest rates, i.e., as interest rates decline,
market value tends to increase and vice versa. (5) In general, the Portfolios
will not trade for short-term profits, however, when circumstances warrant,
investments may be sold without regard to the length of time held. High rates of
turnover may result in additional cost and the realization of capital gains.
(See "COMMON INVESTMENT POLICIES--PORTFOLIO TURNOVER.") (6) In addition, each
Portfolio may use various investment practices that involve special
consideration, including investing in repurchase agreements, when-issued,
forward delivery and delayed settlement securities and lending of securities.
(See "COMMON INVESTMENT POLICIES.") The value of the Portfolios' shares can be
expected to fluctuate in response to changes in the market and economic
conditions, as well as the financial conditions and prospects of the issuers in
which the Portfolios invest.

3
<PAGE>
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 DSI
Disciplined Value, Limited Maturity Bond and Money Market 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 Portfolios' 1995 Annual
Report to Shareholders. The DSI Balanced Portfolio Institutional Class Shares
had not commenced operations as of the date of this Prospectus.

DSI DISCIPLINED VALUE PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
12,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.00 $ 7.86 $ 10.17 $ 10.62 $ 12.72 $ 11.11
------ ------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income................. 0.27 0.26 0.26 0.22 0.22 0.25
Net Realized and Unrealized Gain
(Loss)............................... (2.16) 2.31 0.46 2.09 0.17 1.70
------ ------ ------ ------ ------ ------
Total from Investment Operations.... (1.89) 2.57 0.72 2.31 0.39 1.95
------ ------ ------ ------ ------ ------
Distributions
Net Investment Income................. (0.25) (0.26) (0.27) (0.21) 0.22 (0.25)
Net Realized Gain..................... -- -- -- -- (1.78) (1.05)
------ ------ ------ ------ ------ ------
Total Distributions................. (0.25) (0.26) (0.27) (0.21) (2.00) (1.30)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period.......... $ 7.86 $ 10.17 $ 10.62 $ 12.72 $ 11.11 $ 11.76
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Total Return............................ (19.26)% 32.95% 7.15% 21.92% 3.48% 20.12%
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $33,388 $41,558 $37,202 $42,170 $49,002 $47,938
Ratio of Expenses to Average Net
Assets................................. 1.01%* 1.05% 0.99% 1.04% 1.09% 1.00%#
Ratio of Net Investment Income to
Average Net Assets..................... 3.16%* 2.60% 2.44% 1.88% 2.02% 2.26%
Portfolio Turnover Rate................. 75% 62% 74% 149% 184% 121%
</TABLE>

- ------------
*Annualized

**Commencement of Operations

4
<PAGE>
DSI LIMITED MATURITY BOND PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
18,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.00 $ 9.87 $ 10.40 $ 10.56 $ 9.95 $ 9.31
------ ------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income................. 0.66 0.77 0.66 0.68 0.56 0.69
Net Realized and Unrealized Gain
(Loss)............................... (0.19) 0.53 0.35 (0.16) (0.70) 0.17
------ ------ ------ ------ ------ ------
Total from Investment Operations.... 0.47 1.30 1.01 0.52 (0.14) 0.86
------ ------ ------ ------ ------ ------
Distributions
Net Investment Income................. (0.60) (0.77) (0.67) (0.70) (0.50) (0.66)
Net Realized Gain..................... -- -- (0.18) (0.43) -- --
------ ------ ------ ------ ------ ------
Total Distributions................. (0.60) (0.77) (0.85) (1.13) (0.50) (0.66)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period.......... $ 9.87 $ 10.40 $ 10.56 $ 9.95 $ 9.31 $ 9.51
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Total Return............................ 4.89% 13.72% 10.03% 5.22% (1.39)% 9.58%
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $35,583 $34,896 $33,206 $33,724 $30,220 $29,294
Ratio of Expenses to Average Net
Assets................................. 0.72%* 0.75% 0.72% 0.79% 0.88% 0.88%#
Ratio of Net Investment Income to
Average Net Assets..................... 8.39%* 7.39% 6.19% 6.50% 5.68% 7.12%
Portfolio Turnover Rate................. 192% 306% 238% 167% 274% 126%
</TABLE>

- ------------
*Annualized

**Commencement of Operations

5
<PAGE>
DSI MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
28,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------ ------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income+................ 0.064 0.059 0.035 0.026 0.033 0.530
------ ------ ------ ------ ------ ------
Total from Investment Operations.... 0.064 0.059 0.035 0.026 0.033 0.530
------ ------ ------ ------ ------ ------
Distributions
Net Investment Income................. (0.064) (0.059) (0.035) (0.026) (0.033) (0.530)
------ ------ ------ ------ ------ ------
Total Distributions................. (0.064) (0.059) (0.035) (0.026) (0.033) (0.530)
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period.......... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Total Return............................ 6.59% 6.10% 3.66% 2.63% 3.30% 5.48%++
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $258,574 $168,490 $182,807 $188,419 $112,085 $124,147
Ratio of Expenses to Average Net
Assets+................................ 0.63%* 0.68% 0.64% 0.58% 0.56% 0.50%#
Ratio of Net Investment Income to
Average Net Assets+.................... 7.62%* 5.98% 3.65% 2.60% 3.07% 5.35%
</TABLE>

- ------------
*Annualized

**Commencement of Operations

+Net of voluntary waived fees of $0.001 per share for the year ended October
31, 1995.

++Total return would have been lower had certain expenses not been waived for
the period indicated.

6
<PAGE>
PERFORMANCE CALCULATIONS

From time to time the DSI Money Market Portfolio may advertise or quote its
"yield" and "effective yield." The "yield" of the DSI Money Market Portfolio
refers to the income generated by an investment in the Portfolio over a seven
day period (which period will be stated in the advertisement or quote). This
income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the Portfolio is assumed to be reinvested. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment.

The DSI Disciplined Value, Limited Maturity Bond and Balanced Portfolios may
also advertise or quote yield data from time to time, however, the yield of
these Portfolios is computed based on the net income of the Portfolio during a
30-day (or one month) period, which period will be identified in connection with
the particular yield quotation. More specifically, the Portfolio's yield is
computed by dividing the Portfolio's net income per share during a 30-day (or
one month) period by the maximum offering price per share on the last day of the
period and annualizing the result on a semi-annual basis.

Similarly, each of the Portfolios 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 a 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 the Portfolio during the period are reinvested in
Portfolio shares.

The Portfolios' Annual Report to Shareholders 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

- - DSI DISCIPLINED VALUE PORTFOLIO -- The objective of the DSI Disciplined Value
Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal through diversified equity investments in the
Standard & Poor's 500 Composite Price Stock Index (the "S&P 500"). The
Portfolio's investment strategy is value-oriented with a disciplined approach
to stock selection.

- - DSI LIMITED MATURITY BOND PORTFOLIO -- The objective of the DSI Limited
Maturity Bond Portfolio is to provide maximum total return consistent with
reasonable risk to principal by investing in investment grade fixed income
securities. These consist of securities of the U.S. Government and its
agencies, corporate bonds, 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
weighted maturity (duration) of the Portfolio. The Portfolio will ordinarily
maintain an average weighted maturity of less than six years.

- - DSI MONEY MARKET PORTFOLIO -- The objective of the DSI Money Market Portfolio
is to provide maximum current income consistent with the preservation of
capital and liquidity by investing in investment grade money market
obligations issued or guaranteed by financial institutions, nonfinancial
corporations, and the U.S. Government, as well as repurchase agreements
collateralized by such securities. The Portfolio also invests in U.S. dollar
denominated short-term obligations of foreign banks, foreign branches of
domestic banks and foreign non-financial corporations. It is anticipated that
the Portfolio will maintain a constant net asset value of $1.00 and an average
weighted maturity of 90 days or less. There can be no assurance, however, that
a constant net asset value of $1.00 will be maintained.

- - DSI BALANCED PORTFOLIO -- The objective of the DSI Balanced Portfolio is to
provide maximum long-term capital growth consistent with reasonable risk to
principal by investing in a diversified portfolio of equity, primarily
investment grade fixed income and money market securities. At least 25% of the
Portfolio's total assets will always be invested in fixed income senior
securities including debt securities and preferred stock.

7
<PAGE>
Each of the Portfolios has distinct investment policies as set forth below.

INVESTMENT POLICIES

- - DSI DISCIPLINED VALUE PORTFOLIO -- The DSI Disciplined Value Portfolio seeks
to achieve its objective by investing primarily in common stocks of companies
in the S&P 500. The selection process for the Portfolio focuses upon the
stocks of undervalued yet fundamentally sound companies which exhibit
improving fundamentals.

Using screening parameters such as relative price to earnings ratios,
relative dividend yields, relative price to book ratios, debt adjusted price to
sales ratios, and other financial ratios, the Adviser screens over one thousand
stocks to identify potentially undervalued securities. Stocks are also screened
by an "earnings per share" revision screen which measures the change in earnings
estimate expectations of each stock. The list of potential investments is
narrowed further by the use of traditional fundamental security analysis. The
Adviser interviews company management and reviews the assessments and opinions
of outside analysts and consultants as well as monitors industry trends and
technical accumulation/distribution patterns before making the final stock
selection.

The Portfolio maintains a high degree of diversification generally with a
representation in all of the S&P 500 economic sectors. As market timing is not
an important part of the Adviser's investment strategy, cash reserves will
normally represent a small portion of the Portfolio's assets (under 20%). It is
the policy of the Portfolio to invest, under normal circumstances, at least 80%
of its assets in equity securities. For temporary defensive purposes, however,
the Portfolio may reduce its holdings of equity securities and invest up to 100%
of 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. Under normal circumstances, foreign securities will not
comprise more than 20% of the Portfolio's assets.

- - DSI LIMITED MATURITY BOND PORTFOLIO -- The DSI Limited Maturity Bond Portfolio
seeks to achieve its objective by investing primarily in investment grade
fixed income securities. These consist of securities of the U.S. Government
and its agencies or instrumentalities, corporate bonds, municipal bonds,
Yankee bonds, mortgage-backed securities, asset-backed securities, commercial
paper, variable rate and fixed rate debt securities, which are deemed by the
Adviser and the rating agencies cited below to be of investment grade quality.
Investment grade bonds are generally considered to be those bonds having one
of the four highest grades assigned by Moody's Investors Service, Inc.
("Moody's") (Aaa, Aa, A or Baa) or Standard & Poor's Corporation ("S&P") (AAA,
AA, A or BBB). The Portfolio will only invest in municipal bonds when the
expected return is higher than or equivalent to a taxable investment.

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. Mortgage-backed
securities differ from bonds in that the principal is paid back by the borrower
over the length of the loan rather than returned in a lump sum at maturity.
Mortgage-backed securities are called "Pass-Through" securities because both
interest and principal payments (including pre-payments) are passed through to
the holder of the security. When prevailing interest rates rise, the value of a
mortgage-backed security may decrease as do other types of debt securities. When
prevailing interest rates decline, however, the value of mortgage-backed
securities may not rise on a comparable basis with other debt securities because
of the prepayment feature. When interest rates decline, additional mortgage
prepayments must be reinvested at lower interest rates. Additionally, if a
mortgage-backed security is purchased at a premium above its principal value
because its fixed rate of interest exceeds the prevailing level of yields, the
decline in price to par may result in a loss of the premium in the event of
prepayment. Certain mortgage-backed securities are referred to as "derivatives."

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 judgment, the retention of the securities is
warranted. In addition, the Adviser may invest up to 10% of the Portfolio's
assets in fixed income securities rated Ba or B by Moody's or BB or B by S&P (or
which, if unrated, are in the Adviser's opinion of comparable quality or
better), 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. Securities which are rated Baa or lower by Moody's or BBB
or lower by S&P

8
<PAGE>

are considered to be more speculative with regard to the payment of interest and
principal (according to the terms of the indenture) than securities in the three
highest rating categories. Such securities normally carry with them a greater
degree of investment risk than securities with higher ratings. Securities rated
lower than Baa by Moody's or BBB by S&P can carry a high degree of credit risk
and are considered speculative by the major credit rating agencies. They are
sometimes referred to as "junk bonds."

The chart below indicates the Porfolio's weighted average composition of
debt securities graded by S&P for the period from November 1, 1994 to October
31, 1995.

<TABLE>
<CAPTION>
DEBT SECURITIES RATINGS PERCENTAGE OF
(STANDARD & POOR'S) NET ASSETS
- ------------------------------------------------------------------ -------------
<S> <C>
Government Agencies............................................... 43.88%
AAA............................................................... 18.65%
AA................................................................ 0.39%
A................................................................. 19.69%
BBB............................................................... 4.34%
BB................................................................ 5.18%
B................................................................. 2.08%
</TABLE>

The weighted average indicated above was calculated on a dollar weighted
basis and was computed as at the end of each month from November 1, 1994 to
October 31, 1995. The chart does not necessarily indicate what the composition
of the Portfolio will be in the current and subsequent fiscal years. For a
description of S&P's ratings of fixed income securities, see
"APPENDIX--DESCRIPTION OF SECURITIES AND RATINGS" in the Statement of Additional
Information.

The Adviser expects to actively manage the Portfolio in order to meet the
investment objective. This will be accomplished by identifying sectors or
securities in the market which are inefficiently valued. The Portfolio will
maintain an average weighted maturity of less than six years.

While the Adviser anticipates that the majority of the assets in the
Portfolio will be U.S. dollar denominated securities, it reserves the right to
purchase debt 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.

It is the policy of the Portfolio to invest, under normal circumstances, at
least 80% of its assets in fixed income securities. For temporary defensive
purposes, however, the Portfolio may reduce its holdings of fixed income
securities and increase, up to 100%, its holdings in short-term investments.

- - DSI MONEY MARKET PORTFOLIO -- The DSI Money Market Portfolio seeks to achieve
its objective by investing in money market instruments which mature in one
year or less. The Portfolio will maintain an average weighted maturity of 90
days or less.

The Portfolio will invest in the following U.S. dollar-denominated
securities: (1) Negotiable certificates of deposit and bankers' acceptances of
U.S. banks having total assets in excess of $1 billion; (2) Commercial paper
(including variable amount master demand notes) rated Prime-1 or Prime-2 by
Moody's or A-1 or A-2 by S&P (The Portfolio will not invest more than 5% of its
assets in securities rated Prime-2 by Moody's and A-2 by S&P); (3) Short-term
corporate obligations rated Aa or better by Moody's or AA or better by S&P; (4)
Eurodollar certificates of deposit of approved U.S. Banks. Yankee obligations of
foreign-owned U.S. banks and U.S. regulated branches of foreign banks; (5)
United States Treasury obligations including bills, notes, bonds, and other debt
obligations issued by the United States Treasury. These securities are backed by
the full faith and credit of the U.S. Government; (6) Securities issued or
guaranteed by agencies and instrumentalities of the U.S. Government. These
include securities issued by the Federal Home Loan Banks, Federal Land Bank,
Farmers Home Administration, Farm Credit Banks, Federal Intermediate Credit
Bank, Federal National Mortgage Association, Federal Financing Bank, the
Tennessee Valley Authority, and others. Such "agency" securities may not be
backed by the full faith and credit of the U.S. Government; (7) Money Market
obligations issued by domestic and foreign corporations rated Aa or better by
Moody's or AA or better by S&P; and (8) Repurchase agreements that are
collateralized by securities described under "Short-Term Investments."

In addition, up to 10% of the Portfolio's assets may be invested in illiquid
money market securities which include securities that are not freely marketable
or which are subject to restrictions on disposition under the Securities Act of
1933.

9
<PAGE>
- - DSI BALANCED PORTFOLIO -- The DSI Balanced Portfolio seeks to achieve its
objective by investing in a diversified portfolio of equity, primarily
investment grade fixed income and money market securities.

The Portfolio is designed to provide shareholders with 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's equity portion will consist of common, preferred and
convertible preferred stocks, convertible bonds, and rights and warrants.

The fixed income portion of the Portfolio will consist of securities of the
U.S. government and its agencies, corporate bonds, municipal bonds, and
mortgage-backed and asset-backed securities. Bonds will also include medium-term
notes, debentures, equipment trust certificates and yankees. The Portfolio will
invest primarily in investment grade fixed income securities which are those
securities rated no lower than investment grade by Moody's (Aaa, Aa, A or Baa)
or by S&P (AAA, AA, A or BBB). Bonds rated Baa or BBB possess speculative
characteristics and may be more sensitive to changes in the economy and the
financial condition of issuers than higher rated bonds. 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 securities is
warranted. The Adviser may invest up to 10% of the Portfolio's assets in fixed
income securities rated Ba or B by Moody's or BB or B by S&P or which, if
unrated, are in the Adviser's opinion of comparable quality or better.
Securities rated less than Baa by Moody's or BBB by S&P are classified as
non-investment grade securities, carry a high degree of risk and are considered
speculative by the major credit rating agencies. They are sometimes referred to
as "junk bonds." It is anticipated that the Portfolio's weighted average
composition of debt securities graded by S&P will mirror the composition of the
DSI Limited Maturity Bond Portfolio. Please see the chart included in
"Investment Policies -- DSI Limited Maturity Bond Portfolio" which details that
Portfolio's weighted average composition of debt securities during the fiscal
year ended October 31, 1995. The chart does not necessarily indicate what each
Portfolio's composition will be in the current and subsequent fiscal years.

The proportion of the Portfolio's assets invested in equity or fixed income
securities will vary as market conditions warrant. Under normal investing
conditions, the typical asset mix for the Portfolio is expected to be 60%
equities and 40% fixed income securities. However, the percentage of the
Portfolio's assets committed to different asset classes may range as follows:
40% to 75% in equities, 25% to 60% in fixed income securities, and 0% to 25% in
cash and cash equivalents. The Portfolio will always invest at least 25% of its
total assets in fixed income senior securities. The fixed income portion of the
Portfolio will ordinarily maintain an average weighted maturity of between 3 and
10 years.

Equity, fixed income and money market securities are selected using
approaches identical to those set forth above under "Investment Policies -- DSI
Disciplined Value, Limited Maturity Bond and Money Market Portfolios,"
respectively.

COMMON INVESTMENT POLICIES

There are a number of investment policies common to each Portfolio.

SHORT-TERM INVESTMENTS

From time to time, each Portfolio may invest a portion of its assets in the
following money market instruments, consistent with the individual Portfolio's
investment policies as set forth above. Each Portfolio may invest in:

(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 will
not exceed 10% (15% for the DSI Balanced Portfolio) 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).

10
<PAGE>
A 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, and (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 the 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 A or better by Moody's or by S&P;

(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and Federal agencies. 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.

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 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.

The Fund has applied to the Commission for permission to allow 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. (See
"INVESTMENT COMPANIES.") 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 of the Fund may invest in repurchase agreements
collateralized by U.S. Government securities, certificates of deposit, and
certain bankers' acceptances and other securities listed above under "Short-Term
Investments". 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 (i) the repurchase price if such securities mature in one year or
less, or (ii) 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.

11
<PAGE>
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 the Fund.

LENDING OF SECURITIES

Each Portfolio may lend its portfolio 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). 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.

PORTFOLIO TURNOVER

Except for the DSI Money Market Portfolio, the Fund's 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. The Portfolios
will not normally engage in short-term trading but reserve the right to do so.
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. 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.
The DSI Money Market Portfolio is expected to have a high portfolio turnover
rate due to the short maturities of the securities purchased. However, this high
turnover rate should not increase the Portfolio's costs since brokerage
commissions are not normally charged on the purchase or sale of money market
instruments. In addition to portfolio trading costs, higher rates of portfolio
turnover may result in the realization of capital gains. As a general rule, net
gains are distributed to shareholders and will be taxable at ordinary income tax
rates for federal income tax purposes regardless of long- or short-term capital
gains status. See "DIVIDENDS, CAPITAL GAINS AND TAXES" for more information on
taxation. The tables set forth in "Financial Highlights" present the DSI
Disciplined Value and Limited Maturity Bond Portfolios' historical portfolio
turnover ratios. It is expected that the annual portfolio turnover rate for the
equity portion of the DSI Balanced Portfolio will be 65%. The annual portfolio
turnover rate for its fixed income portion will be 150%.

12
<PAGE>
WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

Each Portfolio may purchase and sell securities on a "when-issued," "forward
delivery" or "delayed settlement" 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 the settlement
of a security transaction in the secondary market which will occur sometime in
the future. However, no payment or delivery is made by a Portfolio until it
receives payment or delivery from the other party to the transaction. A
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. Such segregated securities will either mature
or, if necessary, be sold on or before the settlement date. Typically, no income
accrues on securities purchased on a delayed delivery basis prior to the time
delivery of the securities is made although a Portfolio may earn income on
securities it has deposited in a segregated account.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, each
Portfolio (except the DSI Money Market Portfolio) may utilize appropriate
futures contracts and options to a limited extent. These investments are
commonly referred to as "derivatives." Specifically, the DSI Limited Maturity
Bond Portfolio is authorized to invest in bond futures and options and interest
rate futures contracts; the DSI Disciplined Value Portfolio is authorized to
invest in stock futures and options; the DSI Balanced Portfolio is authorized to
invest in stock and bond futures and options and interest rate futures
contracts. For example, in order to remain fully exposed to the movements of the
market, while maintaining liquidity to meet potential shareholder redemptions, a
Portfolio may invest a portion of its assets in stock, bond or interest rate
futures contracts. Because futures contracts only require a small initial margin
deposit, a 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 stocks and bonds directly, it is expected that
the use of index futures and options to facilitate cash flows may reduce a
Portfolio's overall transactions costs.

In addition, each Portfolio (except for the DSI Money Market Portfolio) may
enter into futures contracts provided that not more than 5% of the Portfolio's
assets are required as margin deposit to secure obligations under such
contracts. A Portfolio will engage in futures and options transactions for
hedging purposes only.

The primary risks associated with the use of futures and options are (i)
imperfect correlation between the change in market value of the securities held
by a Portfolio and the prices of futures and options relating to the stocks or
bonds purchased or sold by the Portfolio; and (ii) possible lack of a liquid
secondary market for a futures contract or option resulting in the inability to
close a futures position which could have an adverse impact on a Portfolio's
ability to hedge. In the opinion of the Fund's Directors, the risk that a
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. For additional information on futures contracts and
options, see the Statement of Additional Information.

FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies involves
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, and since the Portfolios may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the Portfolios will 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.

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<PAGE>

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 Porfolio'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 applied to the Commission for permission to allow 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.
While the Fund expects to receive permission from the Commission, there can be
no assurance that the requested relief will be granted.

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 each Portfolio," as defined in the 1940 Act.

INVESTMENT LIMITATIONS

Each Portfolio has adopted certain limitations designed to reduce its
exposure to 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 security 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% (15% for the DSI Balanced Portfolio) of a
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) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% (33 1/3%
for the DSI Balanced Portfolio) of the Portfolio's gross assets valued at
the lower of market or cost, and a Portfolio may not purchase additional
securities when borrowings exceed 5% of total gross assets; and

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% (33 1/3% for the DSI Balanced Portfolio) of its total assets at
fair market value.

The investment limitations described here and in the Statement of Additional
Information are fundamental policies of the DSI Limited Maturity Bond, DSI
Disciplined Value and DSI Money Market Portfolios and may be changed only with
the approval of the holders of a majority of the outstanding shares of each
Portfolio of the Fund. Only investment limitations (a), (b), (d), (e) and (f)
are classified as fundamental policies of the DSI Balanced

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<PAGE>

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 a Portfolio's
assets will not be considered a violation of the restriction.

INVESTMENT SUITABILITY

The DSI Portfolios are designed principally for the investments of high net
worth individuals and institutional investors. Each Portfolio is also suitable
for individual tax-deferred investment plans including 401(k) Defined
Contribution Plans and IRA Contributions or Rollovers.

PURCHASE OF SHARES

Shares of the Portfolios may be purchased without sales commission, at the
net asset value per share next determined after an order is received by the Fund
and Federal Funds are received by the Custodian. (See "VALUATION OF SHARES.")
The minimum initial investment required is $2,500 for each Portfolio, with
certain exceptions as may be determined 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
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

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

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

The Portfolio(s) to be purchased should be designated on the Account
Registration Form. For purchases by check, the Fund is ordinarily credited with
Federal Funds within one business day. Thus your purchase of shares by check is
ordinarily credited to your account at the net asset value per share of the
Portfolio next determined on the next business day after receipt. Please note
that purchases made by check are not permitted to be redeemed until payment of
the purchase has been collected, which may take up to eight business days after
purchase.

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(s) 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 10286

ABA #0210-0023-8
DDA Acct. #000-77-103

F/B/O UAM Funds, Inc.

Ref: Portfolio Name
-------------------
Your Account Number
------------------
Your Account Name
-------------------

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<PAGE>

(c) A completed Account Registration Form must be forwarded to the
UAM Funds Service Center and the Fund's distributor, 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 $100)
by purchasing shares at net asset value by mailing a check to the UAM Funds
Service Center (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(s) 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 of the Fund is the net
asset value next determined after the order and payment is received. (See
"VALUATION OF SHARES.") For the DSI Disciplined Value, DSI Limited Maturity Bond
and DSI Balanced Portfolios, an order received prior to the 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 close of the NYSE will be executed
at the price computed on the next day the NYSE is open. For the DSI Money Market
Portfolio, the net asset value is determined at 12:00 (Eastern Time). Therefore,
shares purchased in the DSI Money Market Portfolio before 12:00 noon (Eastern
Time) begin earning dividends on the same business day provided Federal Funds
are available to the Fund before 12:00 noon (Eastern Time) that day.

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

IN-KIND PURCHASES

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<PAGE>

pertaining to such securities shall become the property of the Portfolio whose
shares are being acquired 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 whose shares are to be issued and current market
quotations are readily available for such securities; (2) the investor
represents and agrees that all securities offered to be exchanged are 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 security
(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 of each Portfolio of the Fund may be redeemed by mail or telephone,
at any time, without cost, at the net asset value per share 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.

BY MAIL

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

UAM Funds
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 documentations, 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 Administrator 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) and the registered address, and (2)
share transfer requests. The purpose of signature guarantees is to verify the
identity of the party who has authorized a redemption.

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<PAGE>
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

FURTHER REDEMPTION INFORMATION

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 DSI Portfolio may be exchanged for
Institutional Class Shares of the other DSI Portfolios. Institutional Class
Shares of each DSI Portfolio may also 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 12:00 noon (Eastern Time) for the DSI Money Market Portfolio,
and 4:00 p.m. (Eastern Time) for the other three DSI Portfolios will be
processed as of the close of business on the same day. Requests received after
these times will be processed at the share price determined at the market close
the following 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

18
<PAGE>
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 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" for a definition of "good
order.")

VALUATION OF SHARES

The net asset value of the Fund's Portfolios is determined by dividing the
total market value of each Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of that Portfolio. For the DSI
Disciplined Value and DSI Balanced Portfolios, net asset value per share is
determined as of the close of the NYSE on each day that the NYSE is open for
business. For the DSI Limited Maturity Bond Portfolio, net asset value per share
is determined as of the close of the NYSE (1) on each day that the NYSE is open
for business and the Portfolio receives an order to purchase or redeem its
shares, and (2) on the last business day the NYSE is open during each week and
each month. For the DSI Money Market Portfolio, net asset value per share is
determined as of 12:00 noon (Eastern Time) on each day the NYSE is open for
business.

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 if it approximates market value. In the event that
amortized cost does not approximate market value, market prices as determined
above will be used.

For the purpose of calculating the DSI Money Market Portfolio's net asset
value per share, securities are valued by the "amortized cost" method of
valuation, which does not take into account unrealized gains or losses. The
amortized cost method involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price the Portfolio would receive if it sold the instrument.

The use of amortized cost and the maintenance of the Portfolio's per share
net asset value at $1.00 is based on its election to operate under the
provisions of Rule 2a-7 under the Investment Company Act of 1940. As a condition
of operating under that rule, the Portfolio must maintain an average weighted
maturity of 90 days or less, purchase only instruments deemed to have remaining
maturities of one year or less, and invest only in

19
<PAGE>
securities which are determined by the Adviser to present minimal credit risks
and which are of high quality as determined by any major rating service, or in
the case of any instrument not so rated, considered by the Adviser to be of
comparable quality.

The Directors have established procedures reasonably designed to stabilize
the net asset value per share for the purposes of sales and redemptions at
$1.00. These procedures include periodic review as the Directors deem
appropriate and at such intervals as are reasonable in light of current market
conditions of the relationship between the amortized cost value per share and a
net asset value per share based upon available indications of market value.

In the event of a deviation of over 1/2 of 1% between the Portfolio's net
asset value based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost, the Directors will promptly consider
what action, if any, should be taken. The Directors will also take such action
as they deem appropriate to eliminate or to reduce to the extent reasonably
practicable any material dilution or other unfair results which might arise from
differences between the two. Such action may include redemption in kind, selling
instruments prior to maturity to realize capital gains or losses or to shorten
the average weighted maturity, exercising puts, withholding dividends, paying
distributions from capital or capital gains or utilizing a net asset value per
share as determined by using available market quotations.

There are various methods of valuing the assets and of paying dividends and
distributions from a money market fund. The Portfolio values its assets at
amortized cost while also monitoring the available market bid prices, or yield
equivalents. While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher or lower
than the price the Portfolio would receive if it sold the instrument. During
periods of declining interest rates, the daily yield on shares of the Portfolio
computed as described above may tend to be higher than a like computation made
by a fund with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Portfolio resulted in a
lower aggregate portfolio value on a particular day, a prospective investor in
the Portfolio would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values, and existing investors
in the Portfolio would receive less investment income. The converse would apply
in a period of rising interest rates. The net asset value per share of the
Portfolio will ordinarily remain at $1.00 and the Portfolio's daily dividends
will vary in amount. There can be no assurance, however, that the Portfolio will
maintain a constant net asset value per share of $1.00.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The DSI Money Market Portfolio declares dividends daily and distributes
substantially all of its net investment income monthly. The other three DSI
Portfolios will normally distribute substantially all of their net investment
income to shareholders in the form of quarterly dividends. If any net capital
gains are realized, the Portfolios 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, for each
Portfolio except the DSI Money Market Portfolio, 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.

FEDERAL TAXES

20
<PAGE>
qualify in part for the 70% dividends received deduction for corporations, but
the portion of the dividends so qualified depends on the ratio of the aggregate
taxable qualifying dividend income received by the Portfolio from domestic
(U.S.) sources to the total taxable income of the Portfolio, exclusive of
long-term capital gains. Such dividends paid by the DSI Limited Maturity Bond
and DSI Money Market Portfolios will not qualify for the 70% dividends received
deduction for corporations.

Whether paid in cash or additional shares of a Portfolio and regardless of
the length of time the shares in such 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 the Federal tax status of
dividends and distributions paid by a Portfolio. Such dividends and
distributions may also be subject to state and local taxes. 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
exchanges and 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 of the Fund 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 gains net income from the prior year.
Dividends declared in October, November, or December to shareholders of record
in such month will be deemed to have been paid by the Fund and received by the
shareholders on December 31 of such calendar year, 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 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

INVESTMENT ADVISER

Dewey Square Investors Corporation, a Delaware corporation formed in 1989 as
the successor to the business of the Dewey Square Investors Division of the
First National Bank of Boston (which division was established in 1984), is
located at One Financial Center, Boston, MA 02111. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation ("UAM") and provides
investment management services to corporations, foundations, endowments, pension
and profit sharing plans, trusts, estates and other institutions and
individuals. As of the date of this Prospectus, the Adviser had over $3.4
billion in assets under management.

RONALD L. MCCULLOUGH, CFA, MANAGING DIRECTOR -- EQUITY INVESTING, is the
senior equity strategist and is responsible for all equity investments. He has
27 years of investment experience. Prior to joining Dewey Square, Mr. McCullough
was Senior Portfolio Manager and a member of the Trust Investment Committee at
Bank of Boston's Institutional Investment Division. He has a BA from Harvard
College and is a member of the Boston Security Analysts Society and the
Institute of Chartered Financial Analysts (CFA). Mr. McCullough currently
manages the DSI Disciplined Value Portfolio. He has managed the Portfolio since
its inception.

ROBERT S. STEPHENSON, CPA, SENIOR PORTFOLIO MANAGER, EQUITY, is responsible
for the analysis of stocks in the following industries: energy, banking,
insurance, telecommunications, trucking, brokerage, and appliance. Mr.
Stephenson has 24 years of experience in the investment business and was most
recently at The Putnam Management Company from 1978 through 1990 where he
managed the Putnam Option Trust. Mr. Stephenson joined Dewey Square in 1991. He
graduated from Rochester Institute of Technology with a BS degree and earned an
MBA from Columbia University. Mr. Stephenson currently manages the DSI
Disciplined Value Portfolio. He assumed responsibility for managing the
Portfolio in April of 1993.

21
<PAGE>

RICHARD M. KANE, CFA, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team
that founded Dewey Square in 1984. Prior to the formation of Dewey Square, he
was a Portfolio Manager and a Research Analyst for the Bank of Boston's
Institutional Investment Division, which he joined in 1981. He has 16 years of
investment experience. He is a member of the Institute of Chartered Financial
Analysts and the Boston Security Analysts Society. He holds a BS and an MBA in
Finance from the State University of New York at Buffalo. Mr. Kane manages the
DSI Balanced Portfolio.

G.A. DAVID GRAY, MANAGING DIRECTOR -- FIXED INCOME INVESTING, has 30 years
of investment experience. Mr. Gray joined Dewey Square in 1994. Previously, he
was Senior Vice President and Director of Fixed Income management at The Boston
Company which he joined in 1986. Prior to his tenure at The Boston Company, he
was Managing Director of Fixed Income at Greenspan O'Neil Associates in New York
and in charge of fixed income management at Manufacturers Hanover Trust Company.
Mr. Gray is a graduate of Wilfred Laurier University, Waterloo, Ontario, Canada.
He has authored several articles on various aspects of bond management. Mr. Gray
manages the DSI Limited Maturity Bond, DSI Money Market and the DSI Balanced
Portfolios. He has managed the DSI Limited Maturity Bond and DSI Money Market
Portfolios since March, 1994.

Additional members of Dewey Square's team of professionals are:

PETER M. WHITMAN, JR., PRESIDENT & CHIEF INVESTMENT OFFICER, is part of the
team that founded Dewey Square in 1984. He was appointed President in 1988 and
was previously Managing Director of Fixed Income, a position he held for seven
years. Prior to the formation of Dewey Square, he served as Head of Fixed Income
for the Bank of Boston's Institutional Investment Division. He joined the Bank
of Boston in 1971 as a Credit Analyst and was appointed head of Fixed Income
Research in 1975. He has 28 years of investment experience. Mr. Whitman holds a
BA from Harvard College and an MBA from the New York University Graduate School
of Business. Mr. Whitman also serves as a Director of the UAM Funds, which are
mutual funds managed by various United Asset Management affiliates. He is a
member and former Director of the Boston Security Analysts Society and a member
and former President of the Boston Economic Club.

EVA S. DEWITZ, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team that
founded Dewey Square in 1984. Prior to the formation of Dewey Square, she was a
Portfolio Manager and Research Analyst for the Bank of Boston's Institutional
Investment Division, which she joined in 1970. She has 26 years of investment
experience. Ms. Dewitz is a member of the Boston Security Analysts Society. She
holds a BA from Smith College and an MBA from Northeastern University.

LAUREL A. GORMLEY, CFA, PORTFOLIO MANAGER, EQUITY ANALYST, joined Dewey
Square in 1985. In addition to her current responsibilities, she has served as
Treasurer and Compliance Officer for Dewey Square. Previously, she was employed
at the Bank of Boston in the Loan Officer Training Program. She has 11 years of
investment experience. She is a member of the Institute of Chartered Financial
Analysts and the Boston Security Analysts Society. She holds a BS from Boston
College and is presently working towards an MBA at Babson College.

ROBERT P. CLANCY, SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined Dewey
Square in 1994. Prior to that, he was a Vice President at Standish, Ayer & Wood
responsible for the management of institutional bond portfolios, synthetic GIC's
and quantitative research. Previously, he worked as a Vice President at First
Boston Company working primarily with insurance company and structured bond
portfolios. Prior to that, Mr. Clancy worked for State Street Bank and John
Hancock Mutual Life Insurance Company. He has 17 years of investment experience
and is a Fellow of the Society of Actuaries and a recipient of the Halmstad
Prize for his research paper on options on bonds. Mr. Clancy holds a BS from
Brown University.

MICHAEL E. SALVAY, SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined Dewey
Square in 1988. Prior to that, he worked for the Bank of Boston in the Treasury
Division as a Quantitative Analyst. He has 9 years investment experience. Mr.
Salvay holds a BA from the University of California at San Diego and an MBA from
the Amos Tuck School of Dartmouth College.

Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of September 27, 1989 and February 22, 1995, the Adviser, subject to the
control and supervision of the Fund's Board of Directors and in conformance with
the stated investment objective and policies of each DSI Portfolio of the Fund,
manages the investment and reinvestment of the assets of each DSI Portfolio of
the Fund. In this regard, it is the responsibility of the Adviser to make
investment decisions for the Fund's DSI Portfolios and to place each Portfolio's
purchase and sales orders.

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

<TABLE>
<S> <C>
DSI Disciplined Value Portfolio.............. 0.75% of the first $500 million.
0.65% in excess of $500 million.
DSI Limited Maturity Bond Portfolio.......... 0.45% of the first $500 million.
0.40% of the next $500 million.
0.35% in excess of $1 billion.
DSI Money Market Portfolio................... 0.40% of the first $500 million.
0.35% in excess of $500 million.
DSI Balanced Portfolio....................... 0.45% for the first 12 months of
operations;
0.55% for the next 12 months of
operations; and
0.65% thereafter.
</TABLE>

Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees with respect to the DSI Money Market Portfolio in order to
keep the advisory fees at 0.18% of the Portfolio's average daily net assets. The
Fund will not reimburse the Adviser of any advisory fees that are waived on
behalf of the Portfolio.

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 services arrangements, when in
effect, are made generally available to all qualified service providers.

ADMINISTRATIVE SERVICES

The Chase Manhattan Bank, N.A., through its subsidiary Chase Global Funds
Services Company, provides the Fund and its Portfolios with administrative, fund
accounting, dividend disbursing and transfer agent services pursuant to a Fund
Administration Agreement dated as of December 16, 1991. The services provided
under this Agreement are subject to the supervision of the Officers and the
Directors of the Fund, and include day-to- day administration of matters related
to the corporate existence of the Fund, maintenance of its records, preparation
of reports, supervision of the Fund's arrangements with its custodian, and
assistance in the preparation of the Fund's registration statements under
Federal and state securities laws. Chase Global Funds Services Company is
located at 73 Tremont Street, Boston, MA 02108-3913. The Chase Manhattan
Corporation ("Chase"), the parent company of The Chase Manhattan Bank, N.A., and
Chemical Banking Corporation ("Chemical"), the parent company of Chemical Bank,
have entered into an Agreement and Plan of Merger which, when completed, will
merge Chase with and into Chemical. Chemical will be the surviving corporation
and will continue its corporate existence under the name "The Chase Manhattan
Corporation." It is anticipated that this transaction will be completed in the
first quarter of 1996 and will not effect the nature nor quality of the services
furnished to the Fund and its Portfolios. Pursuant to the Fund Administration
Agreement, as amended February 1, 1994, the Fund pays Chase Global Funds
Services Company a monthly fee for its services which on an annualized basis
equals: 0.20 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 0.08 of 1% of the aggregate net assets in excess of $1 billion,
but less than $3 billion; plus 0.06 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, which rises from $2,000 per month upon inception of a Portfolio to
$70,000 annually after two years. The Fund, with respect to the Fund or any
Portfolio or Class of the Fund, may enter into other or additional arrangements
for transfer or subtransfer agency, record-keeping or other shareholder services
with organizations other than the Administrator.

DISTRIBUTOR

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<PAGE>

under the Agreement with respect to the DSI Portfolios Institutional Class
Shares 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 stockholders.

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 DSI Portfolios and direct the Adviser to use
its best efforts to obtain the best available price and most favorable execution
with respect to all transactions for the DSI Portfolios. The Adviser may,
however, consistent with the interests of a DSI Portfolio, select brokers on the
basis of the research, statistical and pricing services they provide to a DSI
Portfolio. 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
a Portfolio and the Adviser's other clients.

Some securities considered for investment by each Portfolio may also be
appropriate for other clients served by the Adviser. If a purchase or sale of
securities consistent with the investment policies of a Portfolio 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 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 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 consists of 30 Portfolios. The Board
of Directors may create additional Portfolios and classes of shares of the Fund
in the future at its discretion.

As of January 31, 1996, Bank of Boston & Co., Boston, MA, held of record 46%
of the outstanding shares of the DSI Disciplined Value Portfolio Institutional
Class Shares and 52% of the outstanding shares of the DSI Limited Maturity Bond
Portfolio Institutional Class Shares for which beneficial ownership is
disclaimed or

24
<PAGE>

presumed disclaimed and First National Bank of Boston, Canton, MA held of record
97% of the outstanding shares of the DSI Money Market Portfolio Institutional
Class Shares for which beneficial ownership is disclaimed or presumed
disclaimed. 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 Investment Company Act of 1940) 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. The Fund will not hold annual meetings 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.

LITIGATION

The Fund is not involved in any litigation.

25
<PAGE>
DIRECTORS AND OFFICERS

<TABLE>
<S> <C>
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
Boston, MA 02111 ("DSI") 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
73 Tremont Street Administration and Compliance of the Administrator
Boston, MA 02108 since March 1995; 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 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
</TABLE>

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

26
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