UAM FUNDS INC, 485APOS, 1996-07-17

UAM FUNDS INC
485APOS, 1996-07-17

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEA No. 40

As filed with the Securities and Exchange Commission on July 17, 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. 41 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 43 /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, Assistant 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 LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

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

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

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

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<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; Prospectus Summary

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

Item 4. General Description of Registrant....................... Prospectus Summary; Investment
Objectives; Portfolio Characteristics and
Investment Policies; Investment Limitations

Item 5. Management of the Fund.................................. Investment Adviser; Administrative
Services; Directors and Officers; Portfolio
Transactions
Item 5A. Management's Discussion
of Fund Performance..................................... Included in the Registrant's Annual Report
to Shareholders dated October 31, 1995

Item 6. Capital Stock and Other Securities...................... Purchase of Shares; Redemption of Shares;
Valuation of Shares; Dividends, Capital
Gains Distributions and Taxes; General
Information
Item 7. Purchase of Securities
Being Offered........................................... Cover Page; Purchase of Shares

Item 8. Redemption or Repurchase................................ Redemption of Shares

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

</TABLE>
<PAGE>

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 Policies....................... Investment Objectives and Policies;
Investment Limitations

Item 14. Management of the Fund.................................. Management of the Fund; Investment
Adviser
Item 15. Control Persons and Principal
Holders of Securities................................... Management of the Fund

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

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

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

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

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

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

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

Item 23. Financial Statements.................................... Financial Statements
</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. 41

PART A

The following Prospectus is included in this Post-Effective Amendment No. 41

. C & B Equity For Taxable Investors and Mid Cap Equity Portfolios
Institutional Class Shares

The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 40 filed on July 1, 1996.

. Rice, Hall, James Portfolios Institutional Class Shares

The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 39 filed on June 27, 1996.

. FMA Small Company Portfolio Institutional Service Class Shares

The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 37 filed on April 12, 1996:

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

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

. Acadian Portfolios Institutional Class Shares
. C & B Equity and Balanced 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
. SAMI Preferred Stock Income Portfolio Institutional Class
Shares
. Sterling Portfolios Institutional Class Shares
. Sterling Portfolios Institutional Service Class Shares
. TS&W Portfolios Institutional Class Shares

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

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

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

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

DRAFT: 07/11/96

UAM FUNDS

UAM Funds Service Center
c/o Chase Global Funds Services Company
Boston, MA 02208-2798
1-800-638-7983

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

COOKE & BIELER, INC.
serves as investment adviser to the C & B Portfolios

Institutional Class Shares

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

Prospectus - _____________________________, 1996

INVESTMENT OBJECTIVES

UAM Funds, Inc. (hereinafter defined as "UAM Funds" or the "Fund") is
an open-end, management investment company known as a "mutual fund" and
organized as a Maryland corporation. The Fund consists of multiple series of
shares (known as "Portfolios") each of which has different investment objectives
and investment policies. Several of the Fund's Portfolios offer two separate
classes of shares: Institutional Class Shares and Institutional Service Class
Shares. The C & B Portfolios currently offer only one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of two
diversified, no-load Portfolios of the Fund managed by Cooke & Bieler, Inc.

C & B Equity Portfolio for Taxable Investors. The objective of the C
& B Equity Portfolio for Taxable Investors is maximum long-term, after-tax total
return, consistent with minimizing risk to principal. The Portfolio seeks this
objective by investing in common stocks of companies which have a consistency
and predictability in their earnings growth. Research by Cooke & Bieler's
internal securities analysts will be relied upon to identify such companies. The
Adviser will employ investment techniques designed to minimize tax consequences
within the Portfolio, such as the management of portfolio turnover to minimize
the distribution of realized gains to investors. The Portfolio may be
appropriate for investors who seek total return and whose tax status under
federal and state regulations increase the importance of such strategies.

C & B Mid Cap Equity Portfolio. The objective of the C & B Mid Cap
Equity Portfolio is maximum long-term total return, consistent with minimizing
risk to principal. The Portfolio seeks this objective by investing in common
stocks of companies which have a consistency and predictability in their
earnings growth. The anticipated range of market capitalizations for the
holdings in this Portfolio is between $500 million and $5 billion, with an
anticipated average market capitalization of $3 billion or less. Research by
Cooke & Bieler's internal securities analysts will be relied upon to identify
these companies.

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

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

ABOUT THIS PROSPECTUS

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

1
<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees that a
shareholder of the C & B Portfolios will incur. The purpose of this table is to
assist investors in understanding the various fees that an investor in the C & B
Portfolios will bear directly or indirectly. The expenses and fees set forth
below are estimates based upon existing C & B Portfolios in operation during the
fiscal year ended October 31, 1995. In addition, an example of estimated
expenses expressed in dollar terms per $1,000 invested is also provided below.
These tables do not include transaction fees you 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 Portfolio for Mid Cap
Taxable Investors Equity 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>
Estimated Annual Fund Operating Expenses
(As a Percentage of Average Net Assets)
<TABLE>
<CAPTION>

<S> <C> <C>
Investment Advisory Fees................ .625%* .625%*
Administrative Fees..................... .196%* .196%*
12b-1 Fees.............................. NONE NONE
Distribution Costs...................... NONE NONE
0Other Expenses......................... .332%* .332%*
Advisory Fees Waived.................... (.153)%* (.153)%*
-------- --------
Total Operating Expenses
(After Fee Waiver)..................... 1.00%* 1.00%*
======== ========

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

* The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise
payable by the Portfolios, if necessary, in order to 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.

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 Fund charges no redemption fees of any kind.

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
C & B Equity Portfolio for Taxable Investors........ $10 $32

C & B Mid Cap Equity Portfolio...................... $10 $32
</TABLE>

This table and 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

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

PURCHASE OF SHARES

The Fund offers shares of common stock, par value $.00l, of the Portfolios
through UAM Fund Distributors, Inc. (the "Distributor") to investors without a
sales commission at net asset value next determined after a 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 C & B 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 for the Portfolios
is $100. See "PURCHASE OF SHARES."

DIVIDENDS AND DISTRIBUTIONS

The Portfolios pay dividends from available income quarterly and distribute
available long-term capital gains annually. Distributions will be reinvested in
Portfolio shares automatically unless an investor elects to receive cash
distributions. See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES".

REDEMPTIONS AND EXCHANGES

Shares of the Portfolios may be redeemed at any time, without cost, at the
net asset value of the Portfolios next determined after receipt of the
redemption request. The Portfolios' share price will fluctuate with market and
economic conditions. Therefore, your investment may be worth more or less when
redeemed than when purchased. Institutional Class Shares of each of the C & B
Portfolios may be exchanged for Institutional Class Shares of any other C & B
Portfolio as well as for Institutional Class Shares of a Portfolio included in
the UAM Funds. See "REDEMPTION OF SHARES" and "SHAREHOLDER SERVICES".

RISK FACTORS

The value of the Portfolios' shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial conditions
and prospects of the issuers in which the Portfolios invest Prospective
investors in the Fund should consider the following factors associated with an
investment in each Portfolio: (1) Common stocks of companies which have smaller
or medium-sized market capitalizations may exhibit greater market volatility
than common stock of companies which have larger capitalizations. (2) Each
Portfolio may invest a portion of its assets in derivatives including futures
contracts and options. (See "FUTURES CONTRACTS AND OPTIONS.") (3) 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 "OTHER INVESTMENT POLICIES.")

3
<PAGE>

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 the C & B Equity Portfolio for Taxable
Investors and/or C & B Mid Cap Equity 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.

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 have the same core investment objective,
that is, to provide maximum long-term total return; however, the Portfolios vary
in the investment policies used to pursue this objective which are discussed
below. There can be no assurance that either of the Portfolios will achieve its
stated objective.

C & B Equity Portfolio for Taxable Investors. The objective of the
C & B Equity Portfolio for Taxable Investors is maximum long-term, after-tax
total return, consistent with minimizing risk to principal. The Adviser will
employ investment techniques designed to minimize tax consequences within the
Portfolio, such as the management of portfolio turnover to minimize the
distribution of realized gains to investors. The Portfolio may be appropriate
for investors who seek total return and whose tax status under federal and state
regulations increase the importance of such strategies.

C & B Mid Cap Equity Portfolio. The objective of the C & B Mid Cap
Equity Portfolio is maximum long-term total return, consistent with minimizing
risk to principal. The Portfolio seeks to achieve its objective by investing in
companies which have market capitalizations generally between $500 million and
$5 billion, with an anticipated average market capitalization of $3 billion or
less.

INVESTMENT POLICIES

C & B Equity Portfolio for Taxable Investors ("Equity Portfolio") may
invest in companies with any size of market capitalization from very small
companies to very large companies. In addition, the Equity Portfolio attempts to
minimize portfolio turnover. The portfolio turnover rate reflects the frequency
with which securities are purchased and sold within the portfolio. 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. When a Portfolio sells
securities realizing gain, tax laws require that such gains be distributed to
investors every year. As a result, such investors are taxed on their pro-rata
shares of the gains. By attempting to minimize portfolio turnover, the Equity
Portfolio will generally have a low turnover rate. It is impossible to predict
the impact of such a strategy on the realization of gains or losses for the
Equity Portfolio. For example, the Equity Portfolio may forego the opportunity
to realize gains or reduce losses as a result of this policy. The Adviser
intends to balance these tax considerations with portfolio trading needs and
reserves the right to engage in short-term trading if market conditions warrant
such trading.

C & B Mid Cap Equity Portfolio ("Mid Cap Portfolio") invests in mid
cap companies, that is, companies having market capitalizations between $500
million and $5 billion, with an anticipated average market capitalization of $3
billion or less. Investments in small and medium capitalization stocks may
involve greater risks than investing in large capitalization stocks, since
smaller companies can be subject to more abrupt, dramatic market and competitive
pressures, which can impact their stock prices in erratic, abrupt or more
volatile ways. Generally, the smaller the market capitalization of a company
the greater the potential for volatility. In contrast to the Equity Portfolio,
the Mid Cap Portfolio will not be managed to minimize portfolio turnover.

4
<PAGE>

SECURITY SELECTION PROCESS AND COMMON INVESTMENT POLICIES

Security selection for both Portfolios is based on analysis of a
company's financial characteristics, an assessment of the quality of a company's
internal research capabilities, the implementation of a valuation discipline and
adherence to a low risk philosophy. Companies acceptable for investment in the
Portfolios are determined by screening criteria such as high return on equity,
strong balance sheets, ability to generate excess cash flow, excellent fixed
cost coverage ratios, industry leadership position and a dividend and/or share
repurchase policy which will enable investors to benefit from consistent, above
average earnings and dividend growth. 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.

The Adviser bases a common stock's value on the payment of a future
stream of anticipated dividends. A dividend discount analysis is utilized to
determine those stocks with the most attractive returns from this universe. The
expected internal rate of return for each company is then compared to the rate
of return from a relatively riskless asset (intermediate term - U.S. Treasury
notes). To purchase a company's stock, the expected rate of return generally
must exceed the riskless rate by 600 basis points. Generally, existing stock
holdings will be sold, if the internal rate of return based on the dividend
discount model has narrowed to less than 200 basis points over the riskless
rate.

The companies which survive the Adviser's rigorous evaluation process
are high quality, well-managed companies. In difficult economic environments,
the stocks of high quality companies likely will be far less volatile than the
stock market. Generally, the Adviser prefers to hold a smaller number of
securities in the Portfolios, e.g., stocks of 25 to 40 companies. In this
manner, the Adviser seeks to provide adequate diversification while still
allowing for the opportunity to have the Portfolios' composition and performance
behave differently than the overall market. Adherence to this philosophy has
resulted in a pattern of results quite different than that of the market. The
Adviser's emphasis on quality and low risk has protected assets in down markets,
while insistence on stability of earnings and dividends growth, financial
strength, leadership position and strong cash flow has produced competitive
results in all but the most speculative markets. Over the long term, the
Adviser believes that these factors should result in superior returns with
reduced risk. The Adviser's goal generally is to be fully invested for both
Portfolios, but cash can accumulate when attractive new investments are scarce
and/or market conditions warrant such action.

FOREIGN SECURITIES (ADRs)

Each Portfolio may invest up to 10% of its assets, under normal
circumstances, in securities of foreign issuers through use of American
Depositary Receipts ("ADRs"). These types of investments entail risks in
addition to those involved in investments in securities of domestic issues.
Investing in foreign securities through ADRs may represent a greater degree of
risk than investing in domestic securities due to possible exchange rate
fluctuations, possible exchange controls, less publicly-available information,
more volatile markets, less securities regulation, less favorable tax provisions
(including possible withholding taxes), ware or expropriation. In particular,
the dollar value of portfolio securities of non-U.S. issuers fluctuates with
changes in market and economic conditions abroad and with changes in relative
currency values.

ADRs are securities, typically issued by a U.S. financial institution
(a "depositary"), that evidence ownership interests in a security or pool of
securities issued by a foreign issuer (the "underlying issuer") and deposited
with the depositary. ADRs may be "sponsored" or "unsponsored". Sponsored ADRs
are established jointly by a depositary and the underlying issuer, whereas
unsponsored ADRs may be established by a depositary without participation by the
underlying issuer. Holders of an unsponsored ADR generally bear all the costs
associated with establishing the unsponsored ADR. The depositary of an
unsponsored ADR is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through to the holders of the
unsponsored ADR voting rights with respect to the deposited security or pool of
securities. For additional information regarding foreign securities, please see
the Statement of Additional Information.

SHORT-TERM INVESTMENTS

From time to time, each Portfolio may invest a portion of its assets
in the following money market instruments for the investment of cash pending
investment in stocks, to meet redemptions or when market conditions warrant cash
holdings in the Adviser's judgment.

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

5
<PAGE>

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 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. Treasury, supported by the full faith and
credit pledge of the U.S. Government and differ mainly in interest
rates, maturities and dates of issue;

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

(6) Repurchase agreements collateralized by securities listed above.

The Fund has received from the Securities and Exchange Commission (the
"Commission") 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 net rate of return on investments
relative to what it could earn individually. In addition, the Fund has also
received permission from the Commission for each of its Portfolios to invest the
greater of 5% of its total assets or $2.5 million in the UAM Fund's DSI Money
Market Portfolio for cash management purposes. (See "INVESTMENT COMPANIES.")

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.

6
<PAGE>

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 the Portfolio and
therefore subject to sale by the trustee in bankruptcy. Finally, it is possible
that the Portfolio may not be able to substantiate its interest in the
underlying securities. While the Fund's management acknowledges these risks, it
is expected that they can be controlled through stringent security selection
criteria and careful monitoring procedures. Credit screens will be established
and maintained for dealers and dealer-banks before portfolio transactions are
executed for 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 Commission
thereunder, which currently require that (a) the borrower pledge and maintain
with the Portfolio collateral consisting of cash, an irrevocable letter of
credit issued by a domestic U.S. bank or securities issued or guaranteed by the
United States Government having a value at all times not less than 100% of the
value of the securities loaned, (b) the borrower add to such collateral whenever
the price of the securities loaned rises (i.e., the borrower "marks to the
market" on a daily basis), (c) the loan be made subject to termination by the
Portfolio at any time, and (d) the Portfolio receives reasonable interest on the
loan (which may include the Portfolio investing any cash collateral in interest
bearing short-term investments). As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the securities loaned if
the borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above. All relevant facts
and circumstances, including the creditworthiness of the broker, dealer or
institution, will be considered in making decisions with respect to the lending
of securities, subject to review by the Fund's Board of Directors.

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

PORTFOLIO TURNOVER

The Equity Portfolio's investment policies provide that the Adviser
attempts to manage the Portfolio's portfolio turnover in order to minimize tax
consequences for taxable investors. This policy is discussed in greater depth
under the "INVESTMENT POLICIES" section above. The Mid Cap Portfolio does not
attempt to tax manage its portfolio turnover. Generally, the Portfolios will
not trade in securities for short-term profits but, when circumstances warrant,
securities may be sold without regard to length of time held. It should be
understood that the rate of portfolio turnover will depend upon market and other
conditions and it will not be a limiting factor when the Adviser believes that
portfolio changes are appropriate. However, it is expected that the annual
portfolio turnover rate for the Equity Portfolio is unlikely to exceed 30% and
for the Mid Cap Portfolio is unlikely to exceed 50%. 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.

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 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.

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<PAGE>

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. Both Portfolios 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 only for hedging purposes and the purposes described above.

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

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

The Fund has received permission from the Commission for each of its
Portfolios to invest the greater of 5% of its total assets or $2.5 million in
the UAM 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 and any other fees earned as a result of the Portfolio's investment in
the DSI Money Market Portfolio. The investing Portfolio will bear expenses of
the DSI Money Market Portfolio on the same basis as all of its other
shareholders.

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

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<PAGE>

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.

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.

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

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<PAGE>

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 Chase Manhattan Bank
New York, NY
ABA # _______________________
DDA Acct. # _______________________
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.

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.

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

10
<PAGE>

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.

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.

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.

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.

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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

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

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

FURTHER REDEMPTION INFORMATION

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

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment wholly
or partly in cash, the Fund may pay the redemption proceeds in whole or in part
by a distribution in-kind of liquid securities held by 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

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 at the end of this Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only available
with respect to Portfolios that are registered for sale in a shareholder's state
of residence.

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

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. 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.

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<PAGE>

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

TRANSFER OF 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 for Taxable Investors and C & B Mid Cap Equity 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.

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued not exceeding the current asked
prices nor less than the current bid prices.

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, 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.

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.

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 as income to shareholders.

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.

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<PAGE>

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

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

INVESTMENT ADVISER

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 $6 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:

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.

14
<PAGE>

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.

Michael M. Meyer, [title at C&B?]
B.A., cum laude, Davidson College
M.B.A., The Wharton School of Finance (University of Pennsylvania)
Has been a member of the firm since 1993.

Kermit S. Eck, Vice President
B.S., Montana State University
M.B.A., Stanford University
He is a Chartered Financial Analyst.
Has been a member of the firm since 1993.

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 and two additional 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 for Taxable Investors....................... 0.625%
C & B Mid Cap Equity Portfolio..................................... 0.625%
</TABLE>

The Adviser has voluntarily agreed to waive 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. Absent
the fees waived and expenses assumed by the Adviser, estimated annualized total
operating expenses, including administrative fees as discussed below, would be
________% for the C & B Equity Portfolio for Taxable Investors Portfolio and
________% for the C & B Mid Cap Equity Portfolio. 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.

In addition, the Adviser may compensate its affiliated companies for referring
investors to the Portfolios. The Distributor, UAM, the Adviser, or any of their
affiliates, may, at its own expense, compensate a Service Agent or other person
for marketing, shareholder servicing, record-keeping and/or other services
performed with respect to the Fund, a Portfolio or any Class of Shares of a
Portfolio. The person making such payments may do so out of its revenues, its
profits or any other source available to it. Such services arrangements, when in
effect, are made generally available to all qualified service providers.

15
<PAGE>

ADMINISTRATIVE SERVICES

Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM
Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing administration,
fund accounting, dividend disbursing and transfer agency services provided to
the Fund and its Portfolios. UAMFSI has subcontracted the performance of
certain of such services to Chase Global Funds Services Company ("CGFSC"), an
affiliate of The Chase Manhattan Bank, pursuant to a Mutual Funds Service
Agreement dated April 15, 1996. CGFSC is located at 73 Tremont Street, Boston,
MA 02108-3913. Effective April 1, 1996, The Chase Manhattan Corporation, the
parent of The Chase Manhattan Bank, merged with and into Chemical Banking
Corporation, the parent company of Chemical Bank. Chemical Banking Corporation
is the surviving corporation and will continue its existence under the name "The
Chase Manhattan Corporation".

Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a
Portfolio-specific fee which is retained by UAMFSI and a sub-administration fee
which UAMFSI in turn pays to CGFSC. The Portfolio-specific fees for the C & B
Portfolios (the "Portfolios") Institutional Class Shares are as follows: %
for the C & B Equity Portfolio for Taxable Investors Portfolio Institutional
Class Shares and % for the C & B Mid Cap Equity Portfolio Institutional Class
Shares, respectively, of aggregate net assets. The sub-administration fee
calculated on an annualized basis equals: 0.19 of 1% of the first $200 million
of total net assets of the Fund; 0.11 of 1% of the next $800 million of total
net assets of the Fund; 0.07 of 1% of total net assets in excess of $1 billion
but less than $3 billion; and 0.05 of 1% of total net assets in excess of $3
billion. The sub-administration fees are allocated among the Portfolios on the
basis of their relative assets and are subject to a graduated minimum fee
schedule per Portfolio of $2,000 per month upon inception of a Portfolio to
$70,000 annually after two years. If a separate class of shares is added to a
Portfolio, the minimum annual fee payable by that Portfolio may be increased by
up to $20,000.

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.

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 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.

16
<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 and Class 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 and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his name on the books of the Fund. Both
Institutional Class and 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 Chase Manhattan Bank 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.

17
<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.

<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
New York, NY 10036 1993; Former President of UAM Fund Distributors,
Age: 43 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
College Road - RFD 3 Investment Management Company, Inc. and Great
Meredith, NH 03253 Island Investment Company, Inc.; President of
Age: 67 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
Age: 81 Insurance Society of Maryland; Formerly, Chairman
of The Montgomery County, Maryland, Revenue
Authority.

Philip D. English Director of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company, Inc.;
Baltimore, MD 21201 Chairman of the Board of Chektec Corporation and
Age: 47 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
Age: 54

Norton H. Reamer* Director, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a Director
Boston, MA 02110 of United Asset Management Corporation; Director,
Age: 60 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
One Financial Center Investment Officer of Dewey Square Investors
Boston, MA 02111 Corporation ("DSI") since 1988; Director and Chief
Age: 52 Executive Officer of H.T. Investors, Inc.,
formerly a subsidiary of DSI.

William H. Park* Vice President and Assistant Treasurer of the
One International Place Fund; Executive Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management Corporation.
Age: 49

Gary L. French* Treasurer of the Fund; President of the
211 Congress Street Administrator; Vice President of Operations,
Boston, MA 02110 Development and Control of Fidelity Investments in
Age: 44 1995; Treasurer of the Fidelity Group of Mutual
Funds from 1991 to 1995.

</TABLE>

18
<PAGE>

<S> <C>
Robert R. Flaherty* Assistant Treasurer of the Fund; Chief Operating
73 Tremont Street Officer of the Administrator; Manager of Fund
Boston, MA 02108 Administration and Compliance of Chase Global
Age: 32 Funds Services Company from March 1995 to July
1996; formerly Senior Manager of Deloitte & Touche
LLP from 1985 to 1995.

Michael DeFao* Secretary of the Fund; Vice President and General
211 Congress Street Counsel of the Administrator; Associate Attorney
Boston, MA 02110 of Ropes & Gray (a law firm) from 1993 to 1995.
Age: 28

Karl O. Hartmann* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President and General Counsel of Chase Global
Boston, MA 02108 Funds Services Company; Senior Vice President,
Age: 41 Secretary and General Counsel of Leland, O'Brien,
Rubinstein Associates, Inc. from November 1990 to
November 1991.

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

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

19
<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 Global Bond Portfolio
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 Equity Portfolio
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

20
<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
October 1, 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

Page
----

Fund Expenses............................................................. 2
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 3
Performance Calculations.................................................. 4
Investment Objectives..................................................... 4
Investment Policies....................................................... 4
Investment Limitations.................................................... 9
Purchase of Shares........................................................ 9
Redemption of Shares...................................................... 11
Shareholder Services...................................................... 12
Valuation of Shares....................................................... 13
Dividends, Capital Gains Distributions and Taxes.......................... 13
Investment Adviser........................................................ 14
Administrative Services................................................... 16
Distributor............................................................... 16
Portfolio Transactions.................................................... 16
General Information....................................................... 17
Directors and Officers.................................................... 18
UAM Funds - Institutional Class Shares.................................... 20

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.

21
<PAGE>

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

POST-EFFECTIVE AMENDMENT NO. 41

PART B

The following Statement of Additional Information is included in this Post-
Effective Amendment No. 41:

. C & B Equity For Taxable Investors and Mid Cap Equity Portfolios
Institutional Class Shares

The following Statement of Additional Information is also incorporated herein
by reference to Post-Effective Amendment No. 40 filed on July 1, 1996.

. Rice, Hall, James Portfolios Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 39 filed on June 27, 1996.

. FMA Small Company Portfolio Institutional Service Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 38 filed on May 2, 1996:

. SAMI Preferred Stock Income Portfolio and Enhanced Monthly
Income Portfolio Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 37 filed on April 12, 1996:

. Sirach Portfolios Institutional Class Shares and Institutional
Service Class Shares

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

. Acadian Portfolios Institutional Class Shares.
. C & B Equity and Balanced Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares and Institutional
Service 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
. 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:

PART B

UAM FUNDS
C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS
C & B MID CAP EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
, 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 Equity Portfolio for Taxable Investors and C & B Mid Cap Equity Portfolio
dated ____, 1996. To obtain a Prospectus, please call the UAM Funds Service
Center:

1-800-638-7983

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
Investment Objectives and Policies......................................... 2
Purchase of Shares......................................................... 4
Redemption of Shares....................................................... 5
Shareholder Services....................................................... 5
Investment Limitations..................................................... 6
Management of the Fund..................................................... 7
Investment Adviser......................................................... 8
Portfolio Transactions..................................................... 9
Performance Calculations................................................... 10
General Information........................................................ 12
Appendix - Description of Securities....................................... A-1
and Ratings
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the C & B Equity Portfolio for Taxable Investors and C & B Mid Cap
Equity Portfolio (the "Portfolios") as set forth in the 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>

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.

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 $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 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:
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; Presidents' Day, February 17, 1997; Good Friday, March 28, 1997 and
Memorial Day, May 26, 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.

4
<PAGE>

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 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.

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.

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.

5
<PAGE>

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 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;

(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 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;

6
<PAGE>

(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;

(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, both Portfolios are subject to the following limitations
which are not fundamental policies and may be changed without shareholder
approval: Each Portfolio may not:

(1) 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) invest in real estate limited partnership interests; and

(3) 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.

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"), the Administrator or Chase Global
Funds Services Company and receive no compensation from

7
<PAGE>

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.

<TABLE>
<CAPTION>
==================================================================================================================================
(1) (2) (3) (4) (5)

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

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

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

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

William A. Humenuk
Director $24,435 0 0 $26,750
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of __________, 1996, C&B owned one share of each Portfolio representing
100% of each Portfolio's shares issued and the seed capital for the Portfolios.
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.

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 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.

8
<PAGE>

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.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included [Baptist Health System,
Mayo Foundation and Princeton University.]

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

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:

<TABLE>
<CAPTION>
Rate
----
<S> <C>
C & B Equity Portfolio for Taxable Investors............... 0.625%

C & B Mid Cap Equity Portfolio............................. 0.625%
</TABLE>

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.

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.

9
<PAGE>

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.

These figures were calculated according to the following formula:

P (1 + T) n = ERV (raised to the n/th/ power)

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 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.

10
<PAGE>

(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 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/TM/ - 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) Russell Midcap/TM/ Index - consists of the smallest 800 companies in
the Russell 1000/TM/ Index, a U.S. equity index of the 1,000 largest
companies in the Russell 3000/TM/ Index, with an average
capitalization of approximately $2 billion.

(q) 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.

11
<PAGE>

(r) 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.

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

(t) 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.

(u) 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.

(v) 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.

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

(x) 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

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
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 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.

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.

12
<PAGE>

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.

13
<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

I. 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 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.

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.

II. 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.

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

A-1
<PAGE>

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.

III. 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.

IV. 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. The Portfolio's use of only ADRs, which are $U.S.
denominated, limits the direct impact of currency fluctuations. However, because
foreign companies generate much of their earnings in non-U.S. markets, currency
fluctuations will have indirect impacts even on ADRs.

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.

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-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-2
<PAGE>

PART C

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

POST-EFFECTIVE AMENDMENT NO. 41

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

1. Post-Effective Amendment No. 38 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the Enhanced Monthly Income Portfolio
(the "Portfolio"). The following unaudited financial statements for the
Portfolio were included in Part B of the Post-Effective Amendment:

(a) Statement of Net Assets of March 31, 1996;

(b) Statement of Operations for the period ended March 31, 1996;

(d) Financial Highlights as of March 31, 1996; and

(e) Notes to Financial Statements.

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

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

Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares

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

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

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

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

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.
<PAGE>

(b) Exhibits

Exhibits previously filed by the Fund are incorporated by reference
to such filings. The following table describes the location of all
exhibits. In the table, the following references are used: RS = original
Registration Statement on Form N-1A filed October 31, 1988; Pre EA =
Pre-Effective Amendment No. 1 filed March, 1989; PEA = Post-Effective
Amendment (pertinent numbers for each PEA are included after "PEA",
e.g., PEA #3 means the third PEA under the Securities Act of 1933.)

<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
------- ------------------------
<S> <C> <C>
1. Articles of Incorporation PEA #37
A. Amendments PEA #37
B. Articles Supplementary PEA #37, Filed herewith

2. By-Laws Pre EA

3. Voting Trust Agreement Not Applicable

4. Specimen of Securities PEA #1, PEA #2, PEA
#12, PEA #13, PEA
#16, PEA #19, PEA
#21, PEA #24, PEA#
25, PEA#33, PEA#37,
PEA #39, PEA #40, Filed herewith

5. Investment Advisory RS, Pre EA, PEA #1,
Agreements PEA #2, PEA #5, PEA
#7, PEA #12, PEA #13,
PEA #16, PEA #19, PEA
#21, PEA #24, PEA#
25, PEA#31, PEA#33,
PEA#37, PEA #40, Filed herewith

6. Distribution Agreement PEA #2

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

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

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

9. Other Material Contracts
A. Fund Administration
Agreement between UAM
Funds, Inc. and UAM
Fund Services, Inc. PEA #40
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
B. Mutual Funds Service
Agreement between UAM
Fund Services, Inc. and
Chase Global Funds
Services Company PEA #40

10. Opinion and Consent of Counsel Pre EA

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

12. Other Financial Statements Not applicable

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

14. Model Retirement Plans Not Applicable

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

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

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

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

27. Financial Data Schedules for
the period ended:
A. October 31, 1995 PEA #36
B. March 31, 1996 PEA #38
</TABLE>

Item 25. Persons controlled by or Under Common Control With Registrant.

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

Item 26. Number of Holders of Securities (April 30, 1996).

<TABLE>
<CAPTION>
<S> <C>
Acadian Emerging Markets Portfolio Institutional Class Shares..... 21
Acadian International Equity Portfolio Institutional Class Shares. 7
AEW Commercial Mortgage-Backed Securities Portfolio Institutional
Class Shares*.................................................... 0
C&B Balanced Portfolio Institutional Class Shares................. 47
C&B Equity Portfolio Institutional Class Shares................... 136
DSI Disciplined Value Portfolio Institutional Class Shares........ 43
DSI Limited Maturity Bond Portfolio Institutional Class Shares.... 26
DSI Money Market Portfolio Institutional Class Shares............. 38
Enhanced Monthly Income Portfolio Institutional Class Shares...... 5
FMA Small Company Portfolio Institutional Class Shares............ 50
HJMC Equity Portfolio Institutional Class Shares *................ 0
ICM Fixed Income Portfolio Institutional Class Shares............. 32
ICM Small Company Portfolio Institutional Class Shares............ 258
ICM Equity Portfolio Institutional Class Shares................... 18
McKee U.S. Government Portfolio Institutional Class Shares........ 13
McKee Domestic Equity Portfolio Institutional Class Shares........ 14
McKee International Equity Portfolio Institutional Class Shares... 35
NWQ Balanced Portfolio Institutional Class Shares................. 15
NWQ Balanced Portfolio Institutional Service Class Shares......... 7
NWQ Value Equity Portfolio Institutional Class Shares............. 14
NWQ Value Equity Portfolio Institutional Service Class Shares *... 0
Rice, Hall, James Small Cap Portfolio Institutional Class Shares.. 129
SAMI Preferred Stock Income Portfolio Institutional Class Shares.. 10
Sirach Special Equity Portfolio Institutional Class Shares........ 178
Sirach Strategic Balanced Portfolio Institutional Class Shares.... 75
Sirach Growth Portfolio Institutional Class Shares................ 105
Sirach Fixed Income Portfolio Institutional Class Shares.......... 30
Sirach Short-Term Reserves Portfolio Institutional Class Shares... 33
Sirach Special Equity Portfolio Institutional Service Class
Shares*.......................................................... 2
Sirach Strategic Balanced Portfolio Institutional Service Class
Shares*.......................................................... 0
Sirach Growth Portfolio Institutional Service Class Shares*....... 2
Sterling Partners' Balanced Portfolio Institutional Class Shares.. 143
Sterling Partners' Equity Portfolio Institutional Class Shares.... 91
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional
Class Shares..................................................... 66
Sterling Partners' Balanced Portfolio Institutional Service Class
Shares*.......................................................... 0
Sterling Partners' Equity Portfolio Institutional Service Class
Shares*.......................................................... 0
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional
Service Class Shares*............................................ 0
TS&W Equity Portfolio Institutional Class Shares.................. 205
TS&W Fixed Income Portfolio Institutional Class Shares............ 138
TS&W International Equity Portfolio Institutional Class Shares.... 334

TOTAL.............................................................2,320
</TABLE>

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

Item 27. Indemnification

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

Item 28. Business and Other Connections of Investment Advisers

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

Acadian Asset Management, Inc.

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

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

Cooke & Bieler, Inc.

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

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

Cooke & Bieler, Inc. (continued)

Ronald D. Henrikisen, Director
Robert R. Glauber, Director
R. James O'Neil, Vice President
Bruce A. Smith, Vice President
Peter A. Thompson, Vice President
Kermit S. Eck, Vice President
Michael M. Meyer, Vice President

Dewey Square Investors Corporation

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

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

Fiduciary Management Associates, Inc.

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

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

Investment Counselors of Maryland, Inc.

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

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

C.S. McKee & Company, Inc.

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

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

NWQ Investment Management Company

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

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

Rice, Hall, James & Associates

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

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

Sirach Capital Management, Inc.

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

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

Spectrum Asset Management, Inc.

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

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

Sterling Capital Management Company

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

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

Thompson, Siegel & Walmsley, Inc.

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

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

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

Item 29. Principal Underwriters

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

(b) Not applicable.

Item 30. Location of Accounts and Records

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

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) Not applicable

(b) (i) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which need not
be certified for the C & B Equity Portfolio for Taxable Investors and C & B
Mid Cap Equity Portfolio within four to six months of the effective date of such
Portfolios or the commencement of operations of each Portfolio, whichever is
later.

(ii) Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements, which need not
be certified, for the Rice, Hall, James Mid Cap Portfolio within four to six
months of the effective date of such Portfolio.

(iii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the Sirach Equity Portfolio within four to six months of the
effective date of the Portfolio.

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

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

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

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

<PAGE>

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston and Commonwealth of
Massachusettes on the 17th day of July, 1996.

UAM FUNDS, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

* , Chairman and President July 17, 1996
- -----------------------
Norton H. Reamer

* , Director July 17, 1996
- -----------------------
Mary Rudie Barneby

* , Director July 17, 1996
- -----------------------
John T. Bennett, Jr

* , Director July 17, 1996
- -----------------------
J. Edward Day

* , Director July 17, 1996
- -----------------------
Philip D. English

* , Director July 17, 1996
- -----------------------
William A. Humenuk

* , Director July 17, 1996
- -----------------------
Peter M. Whitman, Jr.

/s/ Gary L. French , Treasurer and Principal July 17, 1996
- ----------------------- Financial and Accounting Officer
Gary L. French

/s/ Karl O. Hartmann July 17, 1996
- -----------------------
* Karl O. Hartmann
(Attorney-in-Fact)
<PAGE>

UAM FUNDS, INC.
(formerly The Regis Fund, Inc.)

File Nos. 811-5683/33-25355

Post-Effective Amendment #41

Exhibit Index

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1B Articles Supplementary

4 Specimens of Securities

5 Investment Advisory Agreements
</TABLE>

<PAGE>

UAM FUNDS, INC.

ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

UAM FUNDS, INC., a Maryland corporation having its principal office in
Boston, Massachusetts (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation, at
a meeting called for such purpose on March 28, 1996, adopted these Articles
Supplementary classifying or reclassifying unissued shares of the Common Stock
of the Corporation.

SECOND: (a) The Board of Directors of the Corporation has designated an
Institutional Class of the shares of each series of Common
Stock and an Institutional Service Class of the shares of
each series of Common Stock of the Corporation, par value
$.001 per share, having such preferences, conversion or
other voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of
redemption, identical in all respects, except for the class
designation, the allocation of certain expenses, voting
rights and exchange privileges.

(b) The shares of the Institutional Service Class represent
proportionate interests in the same portfolio of investments
as shares of the respective Institutional Class of the
Corporation. The shares of the Institutional Service Class
have the same preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as
the shares of the respective Institutional Class, all as set
forth in the Articles of Incorporation of the Corporation,
except for the differences hereafter set forth:

1. The dividends and distributions of investment income
and capital gains with respect to the Institutional
Service Class of shares of Common Stock shall be in
such amounts as may be declared from time to time by
the Board of Directors, and such dividends and
distribution may vary with respect to such class from
the dividends and distributions of investment income
and capital gains with respect to the other classes of
the Common Stock of the Corporation to reflect
differing allocations of the expenses of the classes,
to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of
investment income and capital gains and expenses and
liabilities of the Corporation among the classes of the
Common Stock of the Corporation shall be determined by
the Board of Directors in a manner that is consistent
with the Order dated April 26, 1994 (Investment Company
Act of 1940, Release No. 20250) issued by the
Securities and Exchange Commission, and any existing or
future amendment to such Order or any rule or
interpretation under

1
<PAGE>

the Investment Company Act of 1940, as amended, that
modifies or supersedes such Order;

2. Except as may otherwise be required by law pursuant to
any applicable order, rule, or interpretation issued by
the Securities and Exchange Commission, or otherwise,
the holders of the Institutional Service Class shares
shall have (i) exclusive voting rights with respect to
any matter submitted to a vote of stockholders that
affects only holders of the Institutional Service Class
shares, including without limitation, the provisions of
any Distribution Plan adopted pursuant to Rule 12(b)(1)
under the Investment Company Act of 1940, as amended (a
"Distribution Plan") applicable to the Institutional
Service Class and (ii) no voting rights with respect to
the provisions of any Distribution Plan applicable to
any other classes of the Common Stock of the
Corporation or with regard to any other matter
submitted to a vote of stockholders which does not
affect holders of the Institutional Service Class
shares.

THIRD: A new series of shares of the Corporation's Common Stock (par value
$.001 per share) is hereby designated as the C&B Equity Portfolio for Taxable
Investors and twenty-five million (25,000,000) shares of the unallocated and
unissued Common Stock of the Corporation are classified and allocated to such
series' Institutional Class Shares and ten million (10,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series' Institutional Service Class Shares.

FOURTH: A new series of shares of the Corporation's Common Stock (par
value $.001 per share) is hereby designated as the C&B Mid Cap Equity Portfolio
and twenty-five million (25,000,000) shares of the unallocated and unissued
Common Stock of the Corporation are classified and allocated to such series'
Institutional Class Shares Portfolio and ten million (10,000,000) shares of the
unallocated and unissued Common Stock of the Corporation are classified and
allocated to such series' Institutional Service Class Shares.

FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the C&B Equity Portfolio for Taxable Investors and the Institutional
Class Shares and Institutional Service Class Shares of the C&B Mid Cap Equity
Portfolio so classified and allocated shall have all the rights and privileges
as set forth in the Articles of Incorporation of the Corporation, including such
priority in the assets and liabilities of such series as may be provided in such
Articles.

SIXTH: The Institutional Class Shares and Institutional Service Class
Shares of the C&B Equity Portfolio for Taxable Investors and the Institutional
Class Shares and Institutional Service Class Shares of the C&B Mid Cap Equity
Portfolio have been classified and reclassified by the Board of Directors
pursuant to the authority contained in the Articles of Incorporation of the
Corporation.

SEVENTH: After giving effect to the allocation, the total amount of stock
allocated to each series is as follows:

2
<PAGE>

<TABLE>
<CAPTION>
Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Acadian Emerging Markets Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Acadian International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
AEW Commercial Mortgage-Backed Securities Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Cambiar Anticipation Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Equity Portfolio for Taxable Investors
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
C & B Mid Cap Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Disciplined Value Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Limited Maturity Bond Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
DSI Money Market Portfolio
. Institutional Class Shares................................. 400,000,000
. Institutional Service Class Shares......................... 10,000,000
Enhanced Monthly Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
FMA Small Company Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
HJMC Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
</TABLE>

3
<PAGE>

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
ICM Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Fixed Income Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Short-Intermediate-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
ICM Small Company Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee Domestic Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee U.S. Government Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
McKee International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
NWQ Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
NWQ Value Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rice, Hall, James Small Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rice, Hall, James Mid Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rothschild Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Rothschild Mid Cap Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
SAMI Preferred Stock Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
</TABLE>

4
<PAGE>

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Sirach Strategic Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Growth Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Short-Term Reserves Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sirach Special Equity Portfolio
. Institutional Class Shares................................. 50,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W International Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Equity Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Fixed Income Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Limited Volatility Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Balanced Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000
TS&W Virginia Tax-Free Bond Portfolio
. Institutional Class Shares................................. 25,000,000
. Institutional Service Class Shares......................... 10,000,000

</TABLE>

5
<PAGE>

IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 28th day of
March, 1996.

UAM FUNDS, INC.

by:
------------------------------
Norton H. Reamer
President

Attest:

- ---------------------
Karl O. Hartmann
Secretary

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

by:
------------------------------
Norton H. Reamer
President

<PAGE>

Exhibit 4

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
C & B EQUITY FOR TAXABLE INVESTORS PORTFOLIO
INSTITUTIONAL CLASS SHARES

TOTAL AUTHORIZED ISSUE
25,000,000 SHARES PAR VALUE ($.001) EACH

CUSIP #:

THIS CERTIFIES THAT UAM FUNDS, INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER
HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS, INC.

THE FUND WILL FURNISH WITHOUT CHARGE EACH SHAREHOLDER UPON REQUEST A FULL
STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF
EACH CLASS WHICH THE FUND IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE
MADE TO THE TRANSFER AGENT OF THE FUND AT ITS OFFICE IN BOSTON,
MASSACHUSETTS.

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE
FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE
WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.

TEN COM - as tenants UNIF GIFT MIN ACT Custodian
in common ------------- ------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of
survivorship and not as tenants in
common ______________
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________ 19___

SIGNATURE GUARANTEED

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

- -----------------------------------------------
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>

Exhibit 4

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
C & B MID CAP EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES

TOTAL AUTHORIZED ISSUE
25,000,000 SHARES PAR VALUE ($.001) EACH

CUSIP #:

THIS CERTIFIES THAT UAM FUNDS, INC.
[SEAL]
1988 MARYLAND
INCORPORATED UNDER
THE LAWS OF THE
STATE OF MARYLAND

IS THE OWNER OF

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT. WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK, N.A.
TRANSFER AGENT

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS, INC.

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE
FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE
WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.

TEN COM - as tenants UNIF GIFT MIN ACT Custodian
in common ------------- ------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of
survivorship and not as tenants in
common ______________
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________ 19___

SIGNATURE GUARANTEED

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

- -----------------------------------------------
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<PAGE>

EXHIBIT 5

FORM OF INVESTMENT ADVISORY AGREEMENT
-------------------------------------

UAM FUNDS, INC.
C&B EQUITY PORTFOLIO FOR TAXABLE INVESTORS

AGREEMENT made this _______ day of _______, 1996 by and between UAM
Funds, Inc., a Maryland corporation, (the "Fund") and Cooke & Bieler, Inc., a
Pennsylvania corporation, (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's C&B Equity Portfolio for Taxable Investors (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain

1
<PAGE>

the best available price and most favorable execution, except as prescribed
herein. Subject to policies established by the Board of Directors of the Fund,
the Adviser may also be authorized to effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.

3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.625%.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.

2
<PAGE>

5. Reports. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.

6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. Liability of Adviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

3
<PAGE>

9. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of ______, 1998
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

4
<PAGE>

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.

11. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this _____ day of _____, 1996.

COOKE & BIELER, INC. UAM FUNDS, INC.

By By
----------------------- -----------------------
R. James O'Neil Norton H. Reamer
Vice President President and Chairman of the Board

5
<PAGE>

Exhibit 5

FORM OF INVESTMENT ADVISORY AGREEMENT
-------------------------------------

UAM FUNDS, INC.

C & B MID CAP EQUITY PORTFOLIO

AGREEMENT made this _________ day of __________, 1996 by and between UAM
Funds, Inc., a Maryland corporation, (the "Fund") and Cooke & Bieler, Inc., a
Pennsylvania corporation, (the "Adviser").

1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's C&B Mid Cap Equity Portfolio (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Directors concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities of the
Portfolio and is directed to use its best efforts to obtain
<PAGE>

3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.625%.

In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.

6. Status of Adviser. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.

7. Liability of Adviser. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

8. Permissible Interests. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or otherwise, and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise, and the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.

<PAGE>

9. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of __________, 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Fund or by vote of
a majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
<PAGE>

As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.

11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this day of ________________________, 1996.

COOKE & BIELER, INC. UAM FUNDS, INC.

By ________________________ By ________________________
R. James O'Neil Norton H. Reamer
Vice President President and Chairman of the Board