UAM FUNDS INC, 497, 1996-07-11

UAM FUNDS INC
497, 1996-07-11

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<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

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

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

PROSPECTUS -- FEBRUARY 29, 1996, AS AMENDED JUNE 26, 1996

INVESTMENT OBJECTIVES

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

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

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

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

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

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

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

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

ABOUT THIS PROSPECTUS

This Prospectus, which should be retained for future reference, sets forth
concisely information that you should know before you invest. A "Statement of
Additional Information" containing additional information about the Fund has
been filed with the Securities and Exchange Commission. Such Statement is dated
February 29, 1996, as amended June 26, 1996 and has been incorporated by
reference into this Prospectus. A copy of the Statement may be obtained, without
charge, by writing to the Fund or by calling the telephone number shown above.

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
SIRACH SIRACH SIRACH SIRACH
STRATEGIC FIXED SIRACH SHORT-TERM SPECIAL SIRACH
BALANCED INCOME GROWTH RESERVES EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment Advisory Fees.......... .65% .65% .65% .40% .70% .65%
Administrative Fees............... .13% .45% .12% .27% .12% .13%
12b-1 Fees........................ NONE NONE NONE NONE NONE NONE
Other Expenses.................... .09% .27% .09% .20% .04% .22%
Advisory Fees Waived.............. -- (.61)% -- (.35)% -- (.32)%
--- --- --- --- --- -----
Total Operating Expenses (After
Fee Waiver): .87%* .76%+* .86%* .52%+* .86%* 0.90%
</TABLE>

- ------------------------------
+Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Sirach Fixed Income Portfolio Institutional Class Shares for the fiscal year
ended October 31, 1995 would have been 1.37%, and annualized Total Operating
Expenses of the Sirach Short-Term Reserves Portfolio Institutional Class Shares
for the fiscal year ended October 31, 1995 would have been 0.87%.
*The annualized Total Operating Expenses excludes the effect of expense offsets.
If expense offsets were included, annualized Total Operating Expenses of the
Sirach Strategic Balanced, Fixed Income, Growth, and Short-Term Reserves
Portfolios Institutional Class Shares would be 0.86%, 0.75%, 0.84%, and 0.50%,
respectively, and annualized Total Operating Expenses of the Sirach Special
Equity Portfolio Institutional Class Shares would not differ significantly.

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

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

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

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

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

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

INVESTMENT ADVISER

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

PURCHASE OF SHARES

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

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends. In addition, each
Portfolio will distribute any unrealized net capital gains annually.
Distributions will be reinvested in Portfolio shares automatically unless an
investor elects to receive cash distributions. (See "Dividends, Capital Gains
Distributions and Taxes.")

3
<PAGE>
REDEMPTIONS AND EXCHANGES

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

ADMINISTRATIVE SERVICES

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

RISK FACTORS

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

4
<PAGE>
FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

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

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

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

5
<PAGE>

<TABLE>
<CAPTION>
SIRACH STRATEGIC BALANCED
PORTFOLIO
SIRACH GROWTH PORTFOLIO -------------------------------
-------------------------------- YEAR ENDED
DECEMBER 1, 1993** YEAR ENDED DECEMBER 1, 1993** OCTOBER
TO OCTOBER 31, TO 31,
OCTOBER 31, 1994 1995 OCTOBER 31, 1994 1995
------------------- ----------- ------------------- ----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.00 $ 9.66 $ 10.00 $ 9.35
Income From Investment Operations
Net Investment Income................... 0.10 0.15 0.27 0.36
Net Realized and Unrealized Gain (Loss)
on Investments......................... (0.36) 1.70 (0.69) 1.39
Total From Investment Operations........ (0.26) 1.85 (0.42) 1.75
Distributions
Net Investment Income................... (0.08) (0.16) (0.23) (0.35)
Net Asset Value, End of Period.......... $ 9.66 $ 11.35 $ 9.35 $ 10.75
Total Return............................ (2.58)% 19.33% (4.19)% 19.10%
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $80,944 $114,787 $99,564 $ 95,834
Ratio of Expenses to Average Net
Assets................................. 0.92%* 0.86%# 0.90%* 0.87%#
Ratio of Net Investment Income to
Average Net Assets..................... 1.13%* 1.48% 3.05%* 3.49%
Portfolio Turnover Rate................. 141% 119% 158% 158%
</TABLE>

<TABLE>
<CAPTION>
SIRACH SHORT-TERM RESERVED
PORTFOLIO
SIRACH FIXED INCOME PORTFOLIO -------------------------------
-------------------------------- YEAR ENDED
DECEMBER 1, 1993** YEAR ENDED DECEMBER 1, 1993** OCTOBER
TO OCTOBER 31, TO 31,
OCTOBER 31, 1994 1995 OCTOBER 31, 1994 1995
------------------- ----------- ------------------- ----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.00 $ 9.16 $ 10.00 $ 10.03
Income From Investment Operations
Net Investment Income+.................. 0.48 0.58 0.34 0.59
Net Realized and Unrealized Gain (Loss)
on Investments......................... (0.91) 0.73 (0.02) (0.02)
Total From Investment Operations........ (0.43) 1.31 0.32 0.57
Distributions
Net Investment Income................... (0.41) (0.59) (0.29) (0.58)
Net Asset Value, End of Period.......... $ 9.16 $ 9.88 $ 10.03 $ 10.02
Total Return............................ (4.33)%++ 14.75%++ 3.24%++ 5.83%++
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)... $12,178 $ 15,439 $21,371 $ 18,489
Ratio of Expenses to Average Net
Assets+................................ 0.75%* 0.76%# 0.50%* 0.52%#
Ratio of Net Investment Income to
Average Net Assets+.................... 5.37%* 6.13% 3.53%* 5.34%
Portfolio Turnover Rate................. 230% 165% 13% 38%
</TABLE>

- ------------------------------
*Annualized.
**Commencement of Operations.
+Net of voluntarily waived fees and expenses assumed by the Adviser of $.08 and
$.06, respectively for Sirach Fixed Income Portfolio and $.04 and $.04,
respectively for Sirach Short-Term Reserves Portfolio, for the period ended
October 31, 1994 and the year ended October 31, 1995.
++Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
#For the year ended October 31, 1995, the Ratio of Expenses to Average Net
Assets excludes the effect of expense offsets. If expense offsets were
included, the Ratio of Expenses to Average Net Assets would be 0.75% and
0.50%, respectively, for Sirach Fixed Income Portfolio and Sirach Short-Term
Reserves Portfolio.

PERFORMANCE CALCULATIONS

6
<PAGE>
Performance will be calculated separately for Institutional Class and
Service Class Shares. Dividends paid by a Portfolio with respect to
Institutional Class and Service Class Shares, to the extent any dividends are
paid, will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that services fees, distribution charges and
any incremental transfer agency costs relating to Service Class Shares will be
borne exclusively by that class.

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

INVESTMENT OBJECTIVES

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

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

SIRACH FIXED INCOME PORTFOLIO. The objective of the Sirach Fixed Income
Portfolio is to provide above-average total return consistent with reasonable
risk to principal by investing primarily in investment grade fixed income
securities of varying maturities of the U.S. Government and its agencies,
corporate bonds, collateralized mortgage obligations ("CMOs"), mortgage-backed
securities, and various short term instruments such as commercial paper,
Treasury bills and certificates of deposit. Income return is expected to be a
predominant portion of the Portfolio's total return. Any capital return on the
Portfolio is dependent upon interest rate movements. The capital return from the
Portfolio will vary according to, among other factors, interest rate changes and
the average maturity (duration) of the Portfolio.

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

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

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

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

INVESTMENT POLICIES

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

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

7
<PAGE>
SIRACH GROWTH PORTFOLIO. The Sirach Growth Portfolio seeks to achieve its
objective by investing in common stocks of companies that are small, medium and
large growth companies deemed by the Adviser to offer long-term growth
potential. The securities selected will be from a universe of approximately
2,500 companies listed on the New York and American Stock Exchanges and on the
National Association of Securities Dealers Automated Quotations system
("NASDAQ"). The Portfolio may also invest in convertible bonds or convertible
preferred stocks.

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

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

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

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

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

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

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

The Adviser expects to actively manage the Portfolio in order to meet its
investment objective. The Adviser attempts to be risk averse believing that
preserving principal in periods of rising interest rates should lead to
above-average returns over the long run. The structure of the Portfolio will be
largely determined by the Adviser's assessment of current economic conditions
and trends, the Federal Reserve Board's management of monetary policy, fiscal
policy, inflation expectations, government and private credit demands and global
conditions. Once these factors have been carefully analyzed, the average
maturity/duration of the Portfolio will be adjusted to

8
<PAGE>
reflect the Adviser's outlook. Under normal market conditions, the weighted
average maturity and duration will range between eight and twelve years and four
and six years, respectively. Over a complete market cycle, the average maturity
and duration will, on average, equal the general market.

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

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

The Portfolio may enter into futures contracts and options on such contracts
for hedging purposes. (See "Futures Contracts and Options" for a more complete
discussion of this policy and a description of special considerations and risks
associated with investing in futures and options.)

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

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

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

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

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

(5) Repurchase agreements collateralized by these securities.

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

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

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

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

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

9
<PAGE>
The security selection process for the Portfolio will focus on those
companies that rank high on the Adviser's proprietary ranking system. The
ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period of
time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength and cash
reinvestment rates. The Adviser screens a universe of approximately 2,500
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded consensus expectations.

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

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

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

Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by
funds deposited in the issuing institution. Variable rate certificates
of deposit are certificates of deposit on which the interest rate is
periodically adjusted prior to their stated maturity based upon a
specified market rate. A banker's acceptance is a time draft drawn on a
commercial bank by a borrower, usually in connection with an
international commercial transaction (to finance the import, export,
transfer or storage of goods).

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

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, issued by a corporation having an outstanding
unsecured debt issue rated A or better by Moody's or by S&P;

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

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

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

(6) Repurchase agreements collateralized by securities listed above.

10
<PAGE>
The Fund has received permission from the Securities and Exchange Commission
(the "Commission") to deposit the daily uninvested cash balances of the Fund's
Portfolios, as well as cash for investment purposes, into one or more joint
accounts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
market instruments. By entering into these investments on a joint basis, it is
expected that a Portfolio may earn a higher rate of return on investments
relative to what it could earn individually.

REPURCHASE AGREEMENTS

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

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

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

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

STRIPPED SECURITIES

The Sirach Fixed Income Portfolio may invest in "stripped" securities.
Stripped securities are usually structured with two or more classes that receive
different proportions of the interest and principal distributions on a pool of
U.S. Government, mortgage or asset-assets securities. In some cases, one class
will receive all of the interest distributions (the interest-only class or "IO"
class), while the other class will receive all of the principal

11
<PAGE>
distributions (the principal only or "PO" class). The Portfolio does not intend
to invest in IOs. Stripped securities commonly have greater volatility than
other types of fixed income securities. Stripped securities may be considered
derivatives securities.

RESTRICTED SECURITIES

Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. Each of the Portfolios may also invest up to
15% of its net assets (except the Sirach Special Equity Portfolio which may
invest up to 10% of its net assets) in securities that are illiquid by virtue of
the absence of a readily available market or because of legal or contractual
restrictions or resale. The prices realized from the sales of these securities
could be more or less than those originally paid by the Portfolio or less than
what may be considered the fair value of such securities.

LENDING OF SECURITIES

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

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

PORTFOLIO TURNOVER

Generally, the Portfolios will not trade in securities for short-term
profits, but, when circumstances warrant, securities may be sold without regard
to length of time held. It should be understood that the rate of portfolio
turnover will depend upon market and other conditions, and it will not be a
limiting factor when the Adviser believes that portfolio changes are
appropriate. The portfolio turnover rate for the Sirach Equity Portfolio is not
anticipated to exceed 125%. A rate of turnover of 100% would occur, for example,
if all the securities held by a Portfolio were replaced within a period of one
year. High rates of portfolio turnover necessarily result in correspondingly
heavier brokerage and portfolio trading costs which are paid by the Portfolios.
In addition to Portfolio trading costs, higher rates of portfolio turnover may
result in the realization of capital gains. To the extent net short-term capital
gains are realized, any distributions resulting from such gains are considered
ordinary income for federal income tax purposes. (See "Dividends, Capital Gains
Distributions and Taxes" for more

12
<PAGE>
information on taxation.) The Portfolios will not normally engage in short-term
trading, but each reserves the right to do so. The tables set forth in
"Financial Highlights" presents the Sirach Portfolios' historical portfolio
turnover ratios.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

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

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

INVESTMENT COMPANIES

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

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

FOREIGN INVESTMENTS

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

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

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, the
Sirach Fixed Income Portfolio may utilize appropriate futures contracts and
options to a limited extent. Specifically, the Portfolio may invest in bond
futures and options and interest rate futures contracts. For example, in order
to remain fully exposed to the movements of the market, while maintaining
liquidity to meet potential shareholder redemptions, the Portfolio may invest a
portion of its assets in bond or interest rate futures contracts. Because
futures contracts only require a

13
<PAGE>
small initial margin deposit, the Portfolio would then be able to keep a cash
reserve available to meet potential redemptions, while at the same time being
effectively fully invested. Also, because transaction costs associated with
futures and options may be lower than the costs of investing in bonds directly,
it is expected that the use of index futures and options to facilitate cash
flows may reduce the Portfolio's overall transactions costs. The Portfolio may
enter into futures contracts provided that not more than 5% of the Portfolio's
total assets are at the time of acquisition required as margin deposit to secure
obligations under such contracts. The Portfolio will engage in futures and
options transactions for hedging purposes only.

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

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

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

14
<PAGE>
described here and in the Statement of Additional Information are fundamental
policies and may be changed only with the approval of the holders of a majority
of the outstanding shares of the Portfolio. If a percentage limitation on
investment or utilization of assets as set forth above is adhered to at the time
an investment is made, a later change in percentage resulting from changes in
the value or total cost of the Portfolios' assets will not be considered a
violation of the restriction.

INVESTMENT SUITABILITY

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

PURCHASE OF SHARES

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

INITIAL INVESTMENTS BY MAIL

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

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

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

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

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

INITIAL INVESTMENTS BY WIRE

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

15
<PAGE>
(a) Telephone the Fund's Transfer Agent (toll-free 1-800-638-7983) and
provide the account name, address, telephone number, social security or
taxpayer identification number, the Portfolio selected, the amount being
wired and the name of the bank wiring the funds. (Investors with
existing accounts should also notify the Fund prior to wiring funds.) An
account number will then be provided to you;

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

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

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

ADDITIONAL INVESTMENTS

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

OTHER PURCHASE INFORMATION

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

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

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

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

Service Agents may enter confirmed purchase orders on behalf of their
customers. If you buy shares of a Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the NYSE, and
transmit it to the Fund's Transfer Agent prior to the close of the Transfer
Agent's business day and to

16
<PAGE>
the Distributor to receive that day's share price. Proper payment for the order
must be received by the Transfer Agent no later than the time when the Portfolio
is priced on the following business day. Service Agents are responsible to their
customers, the Fund and the Fund's Distributor for timely transmission of all
subscription and redemption requests, investment information, documentation and
money.

IN-KIND PURCHASES

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

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

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

REDEMPTION OF SHARES

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

BY MAIL

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

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

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

(a) The stock certificates, if issued;

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

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

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

SIGNATURE GUARANTEES

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

17
<PAGE>
Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Transfer Agent. Broker-dealers guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signatures guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

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

BY TELEPHONE

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

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

FURTHER REDEMPTION INFORMATION

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

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

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

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

18
<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. Exchanges may also be subject to limitations as to
amounts or frequency and to other restrictions established by the Board of
Directors to assure that such exchanges do not disadvantage the Fund and its
shareholders. For additional information regarding responsibility for the
authenticity of telephoned instructions, see "Redemption of Shares -- By
Telephone" above.

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

TRANSFER OF REGISTRATION

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

VALUATION OF SHARES

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

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

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

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

FEDERAL TAXES

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

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

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

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

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

STATE AND LOCAL TAXES

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

INVESTMENT ADVISER

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

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

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

20
<PAGE>
SIRACH GROWTH PORTFOLIO -- George B. Kauffman and Harvey G. Bateman;

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

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

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

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

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

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

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

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

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

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

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

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

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

21
<PAGE>
HISTORICAL PERFORMANCE

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

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

<TABLE>
<CAPTION>
INSTITUTIONAL S&P
EQUITY ACCOUNTS 500 INDEX
------------------ -------------
<S> <C> <C>
One-year period................................................................... 35.2% 37.5%
Five-year period.................................................................. 18.5% 16.6%
Ten-year period................................................................... 16.8% 14.8%
Fourteen-year period*............................................................. 19.9% 16.3%
</TABLE>

- ------------------------
*Inception of performance record

1. Sirach Capital Management, Inc. fully adopted the Associate of
Investment Management and Research (AIMR) performance standards effective
July 1, 1991. Results prior to April 1, 1989 were equal weighted. The
rates of return were calculated using a quarterly valuation and
geometrically linking of returns, as follows:
The rate of return for each account was the percentage change in the
market value during the quarter, calculated monthly. This included earned
income for the quarter after allowing for the effect of any additions or
withdrawals that might have occurred during the quarter. The formula used
is in accordance with the acceptable methods set forth by AIMR (beginning
July 1, 1991). Market value of each account was the sum of each account's
total assets, including cash, cash equivalents, and securities valued at
current market prices, plus accrued income. To compute the annual rate of
return for each account, Sirach Capital Management first determines the
monthly rates, described above, and then linked the quarterly rates of
return. To compute the rate of return for more than one year, the
quarterly rates of return were linked and then annualized.

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

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

ADMINISTRATIVE SERVICES

22
<PAGE>
aggregate assets in excess of $3 billion. The fees are allocated among the
Portfolios on the basis of their relative assets and are subject to a graduated
minimum fee schedule per Portfolio of $1,250 per month upon inception of a
Portfolio to $70,000 annually after two years. If a separate class of shares is
added to a Portfolio, the minimum annual fee payable to UAM Fund Services, Inc.
by that Portfolio may be increased by up to $20,000. In addition, each Portfolio
will be pay to UAM Funds Services, Inc. a Fund-specific fee of between 0.02% to
0.06% of the aggregate net assets of a Portfolio. The Directors of the Fund have
also approved a Mutual Fund Service Agreement dated April 15, 1996, between UAM
Fund Services, Inc. and Chase Global Fund Services Company, an affiliate of The
Chase Manhattan Bank, N.A. under which Chase Global Fund Services Company
provides the Fund and its Portfolios with certain services, including, but not
limited to, fund accounting, transfer agency, maintenance of Fund records,
preparation of reports, assistance in the preparation of the Fund's registration
statement and general day to day administration of matters related to the Fund's
corporate existence. UAM Fund Services, Inc. pays Chase Global Funds Services a
monthly fee for its services from the fees that UAM Fund Services, Inc. receives
from the Fund under its Fund Administration Agreement. Chase Global Funds
Services Company is located at 73 Tremont Street, Boston, MA 02108-3913.
Effective April 1, 1996, The Chase Manhattan Corporation, the parent of The
Chase Manhattan Bank, N.A. merged with and into Chemical Banking Corporation,
the parent company of Chemical Bank. Chemical Banking Corporation is the
surviving corporation and will continue its existence under the name "The Chase
Manhattan Corporation".

DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

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

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

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

23
<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, as amended,
permit the Directors to issue three billion shares of common stock, with an
$.001 par value. The Directors have the power to designate one or more series
("Portfolios") or classes of shares of common stock and to classify or
reclassify any unissued shares with respect to such Portfolios, without further
action by shareholders. Currently the Fund is offering shares of 30 Portfolios.
The Board of Directors may create additional Portfolios and Classes of shares of
the Fund in the future at its discretion.

The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his name on the books of the Fund. As of January
31, 1996, the South Alaska Carpenters Defined Contribution Pension Plan,
Anchorage, AK, held of record 43% of the outstanding shares of the Sirach
Short-Term Reserves Portfolio Institutional Class Shares. The persons or
organizations owning 25% or more of the outstanding shares of a Portfolio may be
presumed to "control" (as that term is defined in the 1940 Act) such Portfolio.
As a result, those persons or organizations could have the ability to vote a
majority of the shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio. Both Institutional Class and Institutional
Service Class Shares represent an interest in the same assets of a Portfolio and
are identical in all respects except that the Service Class Shares bear certain
expenses related to shareholder servicing, may bear expenses related to the
distribution of such shares and have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Service Class Shares of the Portfolios, along with the fees and expenses
associated with such shares, is available upon request by contacting the Fund at
1-800-638-7983. Annual meetings will not be held except as required by the 1940
Act and other applicable laws. The Fund has undertaken that its Directors will
call a meeting of shareholders if such a meeting is requested in writing by the
holders of not less than 10% of the outstanding shares of the Fund. To the
extent required by the undertaking, the Fund will assist shareholder
communications in such matters.

CUSTODIAN

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

INDEPENDENT ACCOUNTANTS

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

REPORTS

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

SHAREHOLDER INQUIRIES

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

LITIGATION

The Fund is not involved in any litigation.

24
<PAGE>
DIRECTORS AND OFFICERS

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

<TABLE>
<S> <C>
MARY RUDIE BARNEBY(*) Director and Executive Vice President of the Fund;
1133 Avenue of the Americas President of Regis Retirement Plan Services, since 1993;
New York, NY 10036 Former President of UAM Fund Distributors, Inc.; Formerly
Age 43 responsible for Defined Contribution Plan Services at a
division of the Equitable Companies, Dreyfus Corporation
and Merrill Lynch.

JOHN T. BENNETT, JR. Director of the Fund; President of Squam Investment
College Road - RFD3 Management Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management Company
Age 67 from 1988 to 1993.

J. EDWARD DAY Director of the Fund; Retired Partner in the Washington
5804 Brookside Drive office of the law firm Squire, Sanders & Dempsey;
Chevy Chase, MD 20815 Director, Medical Mutual Liability Insurance Society of
Age 81 Maryland; Formerly, Chairman of The Montgomery County,
Maryland, Revenue Authority.

PHILIP D. ENGLISH Director of the Fund; President and 16 Chief Executive
West Madison Street Officer of Broventure Company, Inc.; Chairman of the Board
Baltimore, MD 21201 of Chektec Corporation, and Cyber Scientific, Inc.
Age 47

WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia office
4000 Bell Atlantic Tower of the law firm Dechert Price & Rhoads; Director, Hofler
1717 Arch Street Corp.
Philadelphia, PA 19103
Age 54

NORTON H. REAMER Director, President and Chairman of the Fund; President,
One International Place Chief Executive Officer and Director of United Asset
Boston, MA 02110 Management Corporation; Director, Partner or Trustee of
Age 60 each of the Investment Companies of the Eaton Vance Group
of Mutual Funds.

PETER M. WHITMAN, JR.(*) Director of the Fund; President and Chief Investment
One Financial Center Officer of Dewey Square Investors Corporation ("DSI")
Boston, MA 02111 since 1988; Director and Chief Executive Officer of H.T
Age 52 Investors, Inc., formerly a subsidiary of DSI.

WILLIAM H. PARK(*) Vice President of the Fund; Executive Vice President and
One International Place Chief Financial Officer of United Asset Management
Boston, MA 02110 Corporation.
Age 49

GARY L. FRENCH(*) Treasurer of the Fund; President and Chief Executive
211 Congress Street Officer of UAM Fund Services, Inc.; formerly Vice
Boston, MA 02110 President-Operations Development and Control of Fidelity
Age 44 Investment Institutional Services from February 1995 to
August 1995; Treasurer of the Fidelity Group of Funds from
1991 to February 1995.

MICHAEL E. DEFAO(*) Secretary of the Fund; Vice President and General Counsel
211 Congress Street to UAM Fund Services, Inc.; formerly an Associate of Ropes
Boston, MA 02110 & Gray (a law firm) from 1993 to November 1995.
Age 28
</TABLE>

25
<PAGE>
<TABLE>
<S> <C>
ROBERT R. FLAHERTY(*) Assistant Treasurer of the Fund; Senior Manager of Fund
73 Tremont Street Administration and Compliance of Sub-Administrator since
Boston, MA 02108 March 1995; formerly Senior Manager of Deloitte & Touche
Age 32 LLP from 1985 to 1995.

KARL O. HARTMANN(*) Assistant Secretary of the Fund; Senior Vice President and
73 Tremont Street General Counsel of Sub-Administrator; formerly Senior Vice
Boston, MA 02108 President, Secretary and General Counsel of Leland,
Age 41 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.

26
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES

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

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

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

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

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

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

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

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

INVESTMENT RESEARCH COMPANY
IRC Enhanced Index Portfolio

MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio

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

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

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

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

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

27
<PAGE>
STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

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

28
<PAGE>
UAM FUNDS

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

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

PROSPECTUS
FEBRUARY 29, 1996 AS AMENDED JUNE 26, 1996
Investment Adviser
SIRACH CAPITAL MANAGEMENT, INC.
3323 One Union Square
Seattle, WA 98101
(206) 624-3800
- --------------------------------------------------------------------------------

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fund Expenses..................................... 2
Prospectus Summary................................ 3
Financial Highlights.............................. 5
Performance Calculations.......................... 6
Investment Objectives............................. 7
Investment Policies............................... 7
Other Investment Policies......................... 10
Investment Limitations............................ 14
Investment Suitability............................ 15
Purchase of Shares................................ 15
Redemption of Shares.............................. 17

<CAPTION>
PAGE
---------
<S> <C>
Shareholder Services.............................. 18
Valuation of Shares............................... 19
Dividends, Capital Gains Distributions and
Taxes............................................ 19
Investment Adviser................................ 20
Administrative Services........................... 22
Distributor....................................... 23
Portfolio Transactions............................ 23
General Information............................... 24
Directors and Officers............................ 25
UAM Funds -- Institutional Class Shares........... 27
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE>
UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

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

PROSPECTUS -- FEBRUARY 29, 1996, AS AMENDED JUNE 26, 1996

INVESTMENT OBJECTIVES

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

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

ABOUT THIS PROSPECTUS

This Prospectus, which should be retained for future reference, sets forth
concisely information that you should know before you invest. A "Statement of
Additional Information" containing additional information about the Fund has
been filed with the Securities and Exchange Commission. Such Statement is dated
February 29, 1996 as amended June 26, 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.

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

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

- ------------------------------
*The annualized Total Operating Expenses excludes the effect of expense
offsets. If expense offsets were included, annualized Total Operating Expenses
of the Sirach Strategic Balanced and Growth Portfolios Service Class Shares
would be 1.11% and 1.09%, respectively, and annualized Total Operating
Expenses of the Sirach Special Equity Portfolio Service Class Shares would not
differ significantly.
**The Adviser has voluntarily agreed to waive a portion of its advisory fees and
to assume as the Adviser's own expense operating expenses otherwise payable by
the Sirach Equity Portfolio, if necessary, in order to reduce expense ratios.
As of the date of this Prospectus, the Adviser has agreed to keep the
annualized Total Operating Expenses for the Sirach Equity Portfolio Service
Class Shares from exceeding 0.90% of its average net assets. The Fund will not
reimburse the Adviser for any advisory fees that are waived or Portfolio
expenses that the Adviser may bear on behalf of the Sirach Equity Portfolio.
+The Service Class Shares may bear service fees of 0.25%. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by rules of the National Association of
Securities Dealers Inc. (See "SERVICE AND DISTRIBUTIONS PLANS.")

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Sirach Strategic Balanced Portfolio
Service Class Shares................... $11 $ 36 $ 62 $ 136
Sirach Growth Portfolio Service Class
Shares................................. $19 $ 28 $ 48 $ 107
Sirach Special Equity Portfolio Service
Class Shares........................... $11 $ 35 $ 61 $ 134
Sirach Equity Portfolio Service Class
Shares................................. $ 9 $ 29
</TABLE>

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

NOTE TO EXPENSE TABLE

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

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT ADVISER

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

PURCHASE OF SHARES

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

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends to each class. In addition,
each Portfolio will distribute to each class any unrealized net capital gains
annually. Distributions will be reinvested in the same Portfolio and class of
shares automatically unless an investor elects to receive cash distributions.
(See "Dividends, Capital Gains Distributions and Taxes.")

REDEMPTIONS AND EXCHANGES

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

3
<PAGE>
ADMINISTRATIVE SERVICES

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

RISK FACTORS

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

PERFORMANCE CALCULATIONS

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

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

INVESTMENT OBJECTIVES

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

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

4
<PAGE>
INVESTMENT POLICIES

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

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

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

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

SIRACH GROWTH PORTFOLIO. The Sirach Growth Portfolio seeks to achieve its
objective by investing in common stocks of companies that are small, medium and
large growth companies deemed by the Adviser to offer long-term growth
potential. The securities selected will be from a universe of approximately
2,500 companies listed on the

5
<PAGE>
New York and American Stock Exchanges and on the National Association of
Securities Dealers Automated Quotation system ("NASDAQ"). The Portfolio may also
invest in convertible bonds or convertible preferred stocks.

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

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

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

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

6
<PAGE>
The security selection process for the Portfolio will focus on those
companies that rank high on the Adviser's proprietary ranking system. The
ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period of
time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength and cash
reinvestment rates. The Adviser screens a universe of approximately 2,500
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded consensus expectations.

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, issued by a corporation having an outstanding
unsecured debt issue rated A or better by Moody's or by

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

(6) Repurchase agreements collateralized by securities listed above.

7
<PAGE>
The Fund has received permission from the Securities and Exchange Commission
(the "Commission") to deposit the daily uninvested cash balances of the Fund's
Portfolios, as well as cash for investment purposes, into one or more joint
accounts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
market instruments. By entering into these investments on a joint basis, it is
expected that a Portfolio may earn a higher rate of return on investments
relative to what it could earn individually.

REPURCHASE AGREEMENTS

RESTRICTED SECURITIES

8
<PAGE>
may invest up to 10% of its net assets) in securities which are illiquid by
virtue of the absence of a readily available market or because of legal or
contractual restrictions on resale. The prices realized from the sales of these
securities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.

LENDING OF SECURITIES

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

PORTFOLIO TURNOVER

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

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

FOREIGN INVESTMENTS

INVESTMENT COMPANIES

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

INVESTMENT LIMITATIONS

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

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

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

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

10
<PAGE>
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;

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

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

INVESTMENT SUITABILITY

PURCHASE OF SHARES

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

11
<PAGE>
attributable to Service Class Shares and the dividends payable on Service Class
Shares will be reduced by the amount of the shareholder servicing and
distribution fees; accordingly, the net asset value of the Service Class Shares
will be reduced by such amount to the extent the Portfolio has undistributed net
income.

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

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

INITIAL INVESTMENTS BY MAIL

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

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

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

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

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

INITIAL INVESTMENTS BY WIRE

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

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

12
<PAGE>
(b) Instruct your bank to wire the specified amount to the Custodian Bank;

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

ADDITIONAL INVESTMENTS

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

OTHER PURCHASE INFORMATION

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

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

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

IN-KIND PURCHASES

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

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

13
<PAGE>
REDEMPTION OF SHARES

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

BY MAIL

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

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

or to your Service Agent.

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

(a) The stock certificates, if issued;

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

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

SIGNATURE GUARANTEES

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Transfer Agent. Broker-dealers guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signatures guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

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.

14
<PAGE>
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 these
procedures within one business day of receipt of the request in good order, but
in no event will payment be made more than seven days after receipt of a
redemption request in good order. The Fund may suspend the right of redemption
or postpone the date at times when both the NYSE and Custodian Bank are closed,
or under any emergency circumstances as determined by the Commission.

SERVICE AND DISTRIBUTION PLANS

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

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

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

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

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

15
<PAGE>
The Distribution Plan and the Service Plan (together, the "Plans") were
approved by the Board of Directors, including a majority of the directors who
are not "interested persons" of the Fund as defined in the 1940 Act (and each of
whom has no direct or indirect financial interest in the Plans or any agreement
related thereto, referred to herein as the "12b-1 Directors"). The Plans may be
terminated at any time by the vote of the Board or the 12b-1 Directors, or by
the vote of a majority of the outstanding voting securities of the Service Class
Shares.

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

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

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

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

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

16
<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

VALUATION OF SHARES

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

17
<PAGE>
Each Portfolio's dividend and capital gains distributions will be
automatically reinvested in additional shares of the Portfolio unless the Fund
is notified in writing that the shareholder elects to receive distributions in
cash.

FEDERAL TAXES

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

STATE AND LOCAL TAXES

INVESTMENT ADVISER

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

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

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

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

18
<PAGE>
SIRACH EQUITY PORTFOLIO -- Harvey G. Bateman and George B. Kauffman

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

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

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

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

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

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

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

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

HISTORICAL PERFORMANCE

19
<PAGE>
character of the accounts compared with the Sirach Equity portfolio and its
shareholders. Investors should be aware that the use of methods of determining
performance different from that used below could result in different performance
data. Investors should not rely on the following performance date. The
performance data shown is that of the Adviser's private accounts and is not
indicative of Sirach Equity Portfolio's future performance.

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

- ------------------------
*Inception of performance record

ADMINISTRATIVE SERVICES

Pursuant to a Fund Administration Agreement dated April 15, 1996, which was
approved by the Fund's Directors, UAM Fund Services, Inc., a wholly-owned
subsidiary of UAM, with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing administration,
fund accounting, dividend disbursing and transfer agency services provided to
the Fund and its Portfolios. The Fund pays UAM Fund Services, Inc. a monthly fee
for its services which on an annual basis equals: 0.19 of 1% of the first $200
million of the aggregate net assets of the Fund; 0.11 of 1% of the next $800
million of the aggregate net assets of the Fund; 0.07 of 1% of the aggregate net
assets in excess of $1 billion but less than $3 billion; and 0.05 of 1% of the
aggregate assets in excess of $3 billion. The fees are allocated among the
Portfolios on the basis of their relative assets and are subject to a graduated
minimum fee schedule per Portfolio of $1,250 per month upon inception of a
Portfolio to $70,000 after two years. If a separate class of shares is added to
a Portfolio, the minimum annual fee payable to UAM Fund Services, Inc. by that
Portfolio may be increased by up to $20,000. In addition, each Portfolio will
pay to UAM Fund Services, Inc. a Fund-specific fee of between 0.02% to 0.06% of
the aggregate net assets of a Portfolio. The Directors of the Fund have also
approved a Mutual Fund Service Agreement dated April 15, 1996, between UAM Fund
Services, Inc. and Chase Global Fund Services Company, an affiliate of The Chase
Manhattan Bank, N.A. under which Chase Global Fund Services Company provides the
Fund and its Portfolios with certain services, including, but not limited to,
fund accounting, transfer agency, maintenance of

20
<PAGE>
Fund records, preparation of reports, assistance in the preparation of the
Fund's registration statement and general day to day administration of matters
related to the Fund's corporate existence. UAM Fund Services, Inc. pays Chase
Global Funds Services a monthly fee for its services from the fees that UAM Fund
Services, Inc. receives from the Fund under its Fund Administration Agreement.
Chase Global Funds Services Company is located at 73 Tremont Street, Boston, MA
02108-3913. Effective April 1, 1996, The Chase Manhattan Corporation, the parent
of The Chase Manhattan Bank, N.A. merged with and into Chemical Banking
Corporation, the parent company of Chemical Bank. Chemical Banking Corporation
is the surviving corporation and will continue its existence under the name "The
Chase Manhattan Corporation".

DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

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

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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

21
<PAGE>
The shares of each Portfolio and Class of the Fund are fully paid and
nonassessable, and have no preference as to conversion, exchange, dividends,
retirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his name on the books of the Fund. Both
Institutional Class and Service Class Shares represent an interest in the same
assets of a Portfolio and are identical in all respects except that the Service
Class Shares bear certain expenses related to shareholder servicing and may bear
expenses related to the distribution of such shares, and have exclusive voting
rights with respect to matters relating to such distribution expenditures.
Information about the Service Class Shares of the Portfolios, along with the
fees and expenses associated with such shares, is available upon request by
contacting the Fund at 1-800-638-7983. Annual meetings will not be held except
as required by the 1940 Act and other applicable laws. The Fund has undertaken
that its Directors will call a meeting of shareholders if such a meeting is
requested in writing by the holders of not less than 10% of the outstanding
shares of the Fund. To the extent required by the undertaking, the Fund will
assist shareholder communications in such matters.

CUSTODIAN

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

INDEPENDENT ACCOUNTANTS

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

REPORTS

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

SHAREHOLDER INQUIRIES

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

LITIGATION

The Fund is not involved in any litigation.

22
<PAGE>
DIRECTORS AND OFFICERS

WILLIAM H. PARK(*) Vice President of the Fund; Executive Vice President and
One International Place Chief Financial Officer of United Asset Management
Boston, MA 02110 Corporation.
Age 49

GARY L. FRENCH(*) Treasurer of the Fund; President and Chief Executive
211 Congress Street Officer of UAM Fund Services, Inc.; formerly Vice
Boston, MA 02110 President - Operations Development and Control of Fidelity
Age 44 Investment Institutional Services from February 1995 to
August 1995; Treasurer of the Fidelity Group of Funds from
1991 to February 1995.

23
<PAGE>
<TABLE>
<S> <C>
ROBERT R. FLAHERTY(*) Assistant Treasurer of the Fund; Senior Manager of Fund
73 Tremont Street Administration and Compliance of Sub-Administrator since
Boston, MA 02108 March 1995; formerly Senior Manager of Deloitte & Touche
Age 32 LLP from 1985 to 1995.

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

24
<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

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

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fund Expenses..................................... 2
Prospectus Summary................................ 3
Performance Calculations.......................... 4
Investment Objectives............................. 4
Investment Policies............................... 5
Other Investment Policies......................... 7
Investment Limitations............................ 10
Investment Suitability............................ 11
Purchase of Shares................................ 11
Redemption of Shares.............................. 14

Service and Distribution Plans.................... 15
Shareholder Services.............................. 16
Valuation of Shares............................... 17
Dividends, Capital Gains Distributions and
Taxes............................................ 17
Investment Adviser................................ 18
Administrative Services........................... 20
Distributor....................................... 21
Portfolio Transactions............................ 21
General Information............................... 21
Directors and Officers............................ 23
</TABLE>

PART B

UAM FUNDS
SIRACH PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 29, 1996 AS AMENDED JUNE 26, 1996

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

1-800-638-7983

TABLE OF CONTENTS

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

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

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

SECURITIES LENDING

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

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

FUTURES CONTRACTS

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

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

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

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

-2-

<PAGE>

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

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

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

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

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

RISK FACTORS IN FUTURES TRANSACTIONS

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

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

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

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

-3-

<PAGE>

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

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

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

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

PURCHASE OF SHARES

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

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

REDEMPTION OF SHARES

Each Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net

-4-

<PAGE>

assets of the Fund at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Commission. Redemptions in excess
of the above limits may be paid in whole or in part, in investment securities or
in cash, as the Directors may deem advisable; however, payment will be made
wholly in cash unless the Directors believe that economic or market conditions
exist which would make such a practice detrimental to the best interests of the
Fund. If redemptions are paid in investment securities, such securities will be
valued as set forth in the Prospectus under "Valuation of Shares" and a
redeeming shareholder would normally incur brokerage expenses if these
securities were converted to cash.

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

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

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institutions is available from the Transfer Agent. Broker-dealers
guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be authorized
to issue signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program.

SHAREHOLDER SERVICES

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

EXCHANGE PRIVILEGE

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

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

-5-

<PAGE>

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

TRANSFER OF SHARES

Shareholders may transfer shares to another person by making a written
request to the Fund. The request should clearly identify the account and number
of shares to be transferred, and include the signature of all registered owners
and all stock certificates, if any, which are subject to the transfer. The
signature on the letter of request, the stock certificate or any stock power
must be guaranteed in the same manner as described under "Redemption of Shares".
As in the case of redemptions, the written request must be received in good
order before any transfer can be made.

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

(8) underwrite the securities of other issuers.

-6-

<PAGE>

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

(a) purchase on margin or sell short;

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

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

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

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

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

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

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

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

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

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

REMUNERATION OF DIRECTORS AND OFFICERS

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

-7-

<PAGE>

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

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

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

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

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

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

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

</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

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

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

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

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

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

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

-8-

<PAGE>

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

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

The persons or organizations listed above as owning 25% or more of the
outstanding shares of a Portfolio may be presumed to "control" (as that term is
defined in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such
Portfolio.

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

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

INVESTMENT ADVISER

CONTROL OF ADVISER

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

PHILOSOPHY AND STYLE

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

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

REPRESENTATIVE INSTITUTIONAL CLIENTS

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

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

-9-

<PAGE>

ADVISORY FEES

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

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

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

SERVICE AND DISTRIBUTION PLANS

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

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

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

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

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

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

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

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

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

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

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

-10-

<PAGE>

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

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

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

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

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

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

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

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

-11-

<PAGE>

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

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and direct the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or effect principal transactions with dealers on the basis of sales of shares
which may be made through broker-dealer firms. However, the Adviser may place
portfolio orders with qualified broker-dealers who recommend the Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended, October 31, 1993, 1994 and 1995,
the entire Fund paid brokerage commissions of approximately $1,592,000,
$2,402,000 and $2,983,000, respectively.

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

ADMINISTRATIVE SERVICES

As stated in each Prospectus, the Board of Directors of the Fund
approved a new Fund Administration Agreement between UAM Fund Services, Inc.,
a wholly owned subsidiary of UAM, and the Fund. The Fund's Directors also
approved a Mutual Fund Services Agreement between UAM Fund Services, Inc. and
Chase Global Funds Services Company. The services provided by UAM Fund
Services, Inc. and Chase Global Funds Services Company and the basis of the
fees payable by the Fund under the Fund Administration Agreement are
described in the Portfolios' Prospectus. Prior to April 15, 1996, Chase Global
Funds Services Company or its predecessor, Mutual Funds Service Company,
provided certain administrative services to the Fund under an Administration
Agreement between the Fund and U.S. Trust Company of New York. During the
fiscal year ended October 31, 1993, administrative services fees paid by the
Sirach Special Equity Portfolio totaled approximately $559,000. The basis of
the fees paid to Chase Global Fund Services Company's predecessor for the
1993 fiscal year was as follows: the Fund paid a monthly fee for its services
which on an annualized basis equaled 0.16 of 1% of the first $200 million of
the aggregate net assets of the Fund; plus 0.12 of 1% of the next $800
million of the aggregate net assets of the Fund; plus 0.06 of 1% of the
aggregate net assets in excess of $1 billion. The fees were allocated among
the Portfolios on the basis of their relative assets and were subject to a
graduated minimum fee schedule per Portfolio, which rose from $1,000 per
month upon inception of a Portfolio to $50,000 annually after two years.
During the fiscal years ended October 31, 1994 and October 31, 1995,
administrative services fees paid by the Sirach Special Equity Portfolio
totaled approximately $586,000 and $605,000, respectively. During the period
from December 1, 1993 to October 31, 1994 and during the fiscal year ended
October 31, 1995, administrative services fees paid by the Sirach Strategic
Balanced, Sirach Fixed Income, Sirach Growth and Sirach Short-Term Reserves
Portfolios totaled approximately $116,000 and $120,000, $27,000 and $60,000,
$95,000 and $111,000, and $29,000 and $57,000, respectively. For the Fund's
fiscal years 1994 and 1995, the Fund paid Chase Global Funds Services
Company, or its predecessor, Mutual Funds Services Company, a monthly fee for
its services which on an annualized basis equaled 0.20 of 1% of the first
$200 million of the aggregate net assets of the Fund; 0.12 of 1% of the next
$800 million of the aggregate net assets of the Fund; 0.08 of 1% of the
aggregate net assets in excess of $1 billion but less than $3 billion; and
0.06 of 1% of the aggregate net asset in excess of $3 billion the fees were
allocated among the Portfolios on the basis of their relative assets and were
subject to a graduated minimum fee schedule per Portfolio, which were from
$2,000 per month upon inception of a Portfolio to $70,000 annually after two
years.

PERFORMANCE CALCULATIONS

PERFORMANCE

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

-12-

<PAGE>

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

TOTAL RETURN

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

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

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

These figures are calculated according to the following formula:

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

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

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

COMPARISONS

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

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

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

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

(d) The New York Stock Exchange composite or component indices -
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.

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

(f) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed
Income Fund Performance Analysis - measures total return and
average current yield for the mutual fund industry. Rank
individual mutual fund performance over specified time periods,
assuming reinvestment of all distributions, exclusive of any
applicable sales charges.
(g) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges
of countries in Europe, Australia and the Far East, and over
1,400 securities listed on the stock exchanges of these
continents, including North America.

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

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

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

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

(l) Lehman Brothers Government/Corporate Index - is an unmanaged
index composed of a combination of the Government and Corporate
Bond Indices. The Government Index includes public obligations of
the U.S. Treasury, issues of Government agencies, and corporate
debt backed by the U.S. Government. The Corporate Bond Index
includes fixed-rate nonconvertible corporate debt. Also included
are Yankee Bonds and nonconvertible debt issued by or guaranteed
by foreign or international governments and agencies. All issues
are investment grade (BBB) or higher, with maturities of at least
one year and outstanding par value of at least $100 million for
U.S. Government issues and $25 million for others. Any security
downgraded during the month is held in the index until month-end
and then removed. All returns are market value weighted inclusive
of accrued income

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

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

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

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

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

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

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

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

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

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

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

(x) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates - historical measure of yield, price and total return
for common and small company stock, long-term government bonds,
U.S. Treasury bills and inflation.

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

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

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

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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

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

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

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

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

FEDERAL TAXES

In order for a Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of its gross income for a taxable
year must be derived from qualifying income; i.e., dividends, interest, income
derived from loans of securities, and gains from the sale of securities or

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

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

CODE OF ETHICS

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

FINANCIAL STATEMENTS

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

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APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF RATINGS FOR CORPORATE BOND AND PREFERRED SECURITIES

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

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

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

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

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

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

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

III. DESCRIPTION OF COMMERCIAL PAPER

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

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<PAGE>

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

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

IV. DESCRIPTION OF BANK OBLIGATIONS

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

V. DESCRIPTION OF FOREIGN INVESTMENTS

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

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

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

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

A-2