UAM FUNDS INC, 485APOS, 1997-08-08

UAM FUNDS INC
485APOS, 1997-08-08

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEA #48

As filed with the Securities and Exchange Commission on August 8, 1997
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Investment Company Act of 1940 File No. 811-5683
Securities Act File No. 33-25355

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 49 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 51 /X/
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UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
(Exact Name of Registrant as Specified in Charter)

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

Karl O. Hartmann, Assistant Secretary
c/o Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
--------------
Copy to:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
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It is proposed that this filing become effective:
(check appropriate box)
[_] immediately upon filing pursuant to Paragraph (b)
[_] on (date) pursuant to Paragraph (b)
[_] 60 days after filing pursuant to Paragraph (a)
[X] 75 days after filing pursuant to Paragraph (a)
[_] on (date) pursuant to Paragraph (a) of Rule 485

Registrant has previously elected to and hereby continues its election to
register an indefinite number of shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. Registrant filed its Rule 24f-2
Notice for the fiscal year ended October 31, 1996 on December 27, 1996.
<PAGE>

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

PART A OF FORM N-1A LOCATION IN PROSPECTUS
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<S> <C> <C>
Item 1. Cover Page....................................... Cover Page

Item 2. Synopsis......................................... Fund Expenses; Prospectus Summary

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

Item 4. General Description of Registrant................ Prospectus Summary; Investment
Objectives; Investment Policies; Other
Investment Policies; Investment Limitations

Item 5. Management of the Fund........................... Investment Adviser; Administrative
Services; Distributor; Portfolio Transactions

Item 5A. Management's Discussion
of Fund Performance.............................. Included in the Registrant's Annual Report
to Shareholders dated October 31, 1996

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

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

Item 9. Pending Legal Proceedings........................ Not Applicable
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
LOCATION IN STATEMENT
PART B OF FORM N-1A OF ADDITIONAL INFORMATION
- ------------------- -------------------------
<S> <C> <C>
Item 10. Cover Page....................................... Cover Page

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

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

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

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

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

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

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

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

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

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

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

Item 23. Financial Statements............................. Financial Statements
</TABLE>

PART C

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

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

POST-EFFECTIVE AMENDMENT NO. 49

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 49:

. Sirach Bond Portfolio Institutional Class Shares
. Sirach Bond Portfolio Institutional Service Class Shares

The following Prospectuses are incorporated herein by reference to Post-
Effective Amendment No. 47 filed on June 4, 1997:

. NWQ Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Service Class Shares

The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 45 filed on February 5, 1997:

. TS&W Portfolios Institutional Class Shares

The following Prospectus is also incorporated herein by reference to Post-
Effective Amendment No. 44 filed on January 24, 1997:

. McKee Portfolios Institutional Class Shares

The following Prospectuses are also incorporated herein by reference to Post-
Effective Amendment No. 43 filed on January 3, 1997:

. Acadian Portfolios Institutional Class Shares
. C&B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares
. DSI Disciplined Value Portfolio Institutional Service Class Shares
. FMA Small Company Portfolio Institutional Class Shares
. FMA Small Company Portfolio Institutional Service Class Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional Class
Shares
. Rice, Hall, James Portfolios Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares
. Sirach Portfolios Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares
. Sterling Partners' Portfolios Institutional Service Class Shares

<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

Sirach Bond Portfolio

Institutional
Class Shares

, 1997
P R O S P E C T U S
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Investment Objective....................................................... 4
Investment Policies........................................................ 4
Other Investment Policies.................................................. 5
Investment Limitations..................................................... 10
Purchase of Shares......................................................... 11
Redemption of Shares....................................................... 14
Shareholder Services....................................................... 16
Valuation of Shares........................................................ 16
Performance Calculations................................................... 17
Dividends, Capital Gains Distributions and Taxes........................... 18
Investment Adviser......................................................... 19
Adviser's Historical Performance........................................... 20
Administrative Services.................................................... 22
Distributor................................................................ 22
Portfolio Transactions..................................................... 23
General Information........................................................ 23
UAM Funds -- Institutional Class Shares.................................... 26
</TABLE>
<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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SIRACH BOND PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: SIRACH CAPITAL MANAGEMENT, INC.

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

PROSPECTUS -- , 1997

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as
"Portfolios"), each of which has different investment objectives and policies.
The Sirach Bond Portfolio currently offers two separate classes of shares: In-
stitutional 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 to financial institutions for services
they provide to the owners of such shares. The securities offered in this Pro-
spectus are Institutional Class Shares of one diversified, no-load Portfolio
of the Fund managed by Sirach Capital Management, Inc.

SIRACH BOND PORTFOLIO. The objective of the Sirach Bond Portfolio (the
"Portfolio") is to achieve above-average total return consistent with reason-
able risk to principal by investing primarily in dollar-denominated, invest-
ment grade fixed income securities.

There can be no assurance that the Portfolio will achieve its stated objec-
tive.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A Statement of Additional Information ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated , 1997 and has been in-
corporated by reference into this Prospectus. For a free copy of the SAI con-
tact the UAM Funds Service Center at the address or telephone number above.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE 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
Portfolio's Institutional Class Shares will incur. Transaction fees may be
charged if a broker-dealer or other financial intermediary deals with the Fund
on your behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
BOND
PORTFOLIO
INSTITUTIONAL
CLASS SHARES
-------------
<S> <C>
Sales Load Imposed on Purchases................................... NONE
Sales Load Imposed on Reinvested Dividends........................ NONE
Deferred Sales Load............................................... NONE
Redemption Fees................................................... NONE
Exchange Fees..................................................... NONE
</TABLE>

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

<TABLE>
<CAPTION>
BOND
PORTFOLIO
INSTITUTIONAL
CLASS SHARES
-------------
<S> <C>
Investment Advisory Fees.......................................... 0.35 %
Administrative Fees............................................... 0.13 %
12b-1 Fees........................................................ NONE
Other Expenses.................................................... 0.16 %
Advisory Fees Waived.............................................. (0.14)%
-----
Total Operating Expenses (After Fee Waiver)....................... 0.50 %+
=====
</TABLE>
- -----------
+ The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolio, if necessary, in
order to reduce its expense ratio. As of the date of this Prospectus, the
Adviser has agreed to keep the Bond Portfolio Institutional Class Shares
from exceeding 0.50% of average daily net assets. The Fund will not reim-
burse the Adviser for any advisory fees that are waived or Portfolio ex-
penses that the Adviser may bear on behalf of a Portfolio for a given fiscal
year.

The above table shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees set forth above are based on esti-
mates. For purposes of calculating the expenses and fees set forth above, the
table assumes that the Bond Portfolio's average daily assets will be $100 mil-
lion. The effect of expense offsets on Total Operating Expenses is excluded.
It is estimated that without the Adviser's fee waiver, the Total Operating Ex-
penses would be 0.64% of the Portfolio's average net assets.

1
<PAGE>

The following example illustrates expenses 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. The Portfolio
charges no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Sirach Bond Portfolio Institutional Class Shares............. $ 5 $16
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER
Sirach Capital Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1970, serves as investment adviser to of the Fund's Port-
folios, including the Bond Portfolio. The Adviser presently manages approxi-
mately $7.5 billion in assets for institutional clients and high net worth in-
dividuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of the 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 IRA accounts is $500. Minimum ini-
tial investment for spousal IRA accounts is $250. 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
The Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. The Portfolio will distribute any realized
net capital gains annually. Distributions will be reinvested in Portfolio
shares automatically unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

REDEMPTIONS AND EXCHANGES
Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. (See "REDEMPTION OF SHARES.")

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

3
<PAGE>

RISK FACTORS

The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions, as well as the financial conditions and pros-
pects of the issuers in which the Portfolio invests. Prospective investors
should consider the following: (1) In general, the Portfolio 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 turn-
over may result in additional transaction costs and the realization of capital
gains. (See "PORTFOLIO TURNOVER"); (2) In addition, the Portfolio may use var-
ious investment practices that involve special considerations, including in-
vesting in repurchase agreements, when-issued, forward delivery and delayed
settlement securities and lending of securities. (See "OTHER INVESTMENT POLI-
CIES.")

INVESTMENT OBJECTIVE

The objective of the Portfolio is to provide above-average total return con-
sistent with reasonable risk to principal by investing primarily in dollar-de-
nominated, investment grade fixed income securities of varying maturities. In-
come 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.

There can be no assurance that the Portfolio will achieve its stated objec-
tive.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing at least 75% of
its total assets, under normal circumstances, in a diversified mix of dollar-
denominated, investment grade fixed income securities of varying maturities
including securities of the U.S. Government and its agencies, corporate bonds,
mortgage-backed securities including CMOs, asset-backed securities, Yankee
bonds and various short-term instruments. (See "OTHER INVESTMENT POLICIES.")

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to 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 have speculative characteristics and could be more
sensitive to changes in the economy and the financial condition of issuers
than higher rated bonds. However, the Adviser reserves the right to retain se-
curities which are downgraded by one or both of the rating agencies if, in its
judgment, retention is warranted. 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 suitably structured to be considered

4
<PAGE>

by the Adviser to be of investment grade quality. The Portfolio's SAI contains
a more detailed description of corporate bond ratings.

Regardless of the rating category, the credit quality of bonds can change
unexpectedly, and even recently-issued credit ratings may not fully reflect
the actual risks posed by a particular security. 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 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 maturity structure of the Portfolio will be largely deter-
mined by the Adviser's assessment of current economic conditions and trends,
the Federal Reserve Board's management of monetary policy, fiscal policy, in-
flation expectations, government and private credit demands and global condi-
tions. 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 will
range between eight and twelve years, and the weighted average duration will
range between four and six years. 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 se-
lected maturity ranges. Interest rate spreads between different quality rang-
es, by types of issues and within coupon areas are monitored, and the Portfo-
lio will be structured to take advantage of relative values within these
areas. Marketability of individual issues and diversification within the Port-
folio will be emphasized. The Portfolio will hold, under normal circumstances,
no more than 10% of its assets in any single non-governmental issue.

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers' acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or if unrated, determined by the Adviser to be of comparable quality.

Time deposits maturing in more than seven days will not be purchased by the
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 15% of the total assets of the Portfolio. The
Portfolio will

5
<PAGE>

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 Insur-
ance 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 compara-
ble with other debt securities which may be purchased by the Portfolio.

The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts 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 tax-exempt money instruments. By en-
tering into these investments on a joint basis, it is expected that a Portfo-
lio may earn a higher rate of return on investments relative to what it could
earn individually.

The Fund has received permission from the SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the Fund's DSI Money Market Portfolio. (See "INVESTMENT
COMPANIES.")

REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is also required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, 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 use of repurchase agreements involves certain risks. For example, a de-
fault by the seller of the agreement may cause a Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. A Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures.

The Fund has received permission from the SEC to pool daily uninvested cash
balances of the Fund's Portfolios in order to invest in repurchase agreements
on a

6
<PAGE>

joint basis. By entering into joint repurchase agreements, a Portfolio may in-
cur lower transaction costs and earn higher rates of interest on joint repur-
chase agreements. The Portfolio's contribution would determine its return from
a joint repurchase agreement. (See "SHORT-TERM INVESTMENTS.")

LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain transac-
tions. The 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, the Portfolio attempts to in-
crease 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. The 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"). 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 SEC 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 af-
fecting an investment on loan, the loan must be called and the securities vot-
ed.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The 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
and forward delivery transactions may be expected to occur a month or more be-
fore 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 the Portfolio until it re-
ceives delivery or payment from the other party to any of the above transac-
tions. It is possible that the market price of the securities at the time of
delivery may be higher or lower than the purchase price. The Portfolio will
maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Typically, no income ac-
crues on securities purchased on a delayed deliv-

7
<PAGE>

ery basis prior to the time delivery is made although the Portfolio may earn
income on securities it has deposited in a segregated account.

The Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objectives at attractive prices -- not to in-
crease its investment leverage.

PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover rate for the Portfolio
will not exceed 200%. In addition to Portfolio trading costs, higher rates of
portfolio turnover may result in the realization of capital gains. To the ex-
tent net short-term capital gains are realized, any distributions resulting
from such gains are considered ordinary income for federal income tax purpos-
es. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more informa-
tion on taxation.) The Portfolio will not normally engage in short-term trad-
ing, but reserves the right to do so.

INVESTMENT COMPANIES
The 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 Portfolio's total as-
sets 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 com-
pany. The Portfolio will indirectly bear its proportionate share of any man-
agement fees paid by an investment company in which it invests in addition to
the advisory fee paid by the Portfolio.

The Fund has been granted permission by the SEC to allow each of its Portfo-
lios 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 investing Portfolio's investment poli-
cies and restrictions. Based upon a Portfolio's assets invested in the DSI
Money Market Portfolio, an investing Portfolio's adviser will waive its in-
vestment advisory fee and any other fees earned as a result of a Portfolio's
investment in the DSI Money Market Portfolio. An investing Portfolio will bear
expenses of the DSI Money Market Portfolio on the same basis as all of its
other shareholders.

RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified in-
stitutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Directors, the Adviser determines the li-
quidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these re-
stricted securities are not treated as

8
<PAGE>

illiquid securities for purposes of the Portfolio's investment limitations.
The Portfolio may also invest up to 15% of its net assets in illiquid securi-
ties. 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 con-
sidered the fair value of such securities.

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities are collateralized by pools of mortgages assem-
bled for subsequent sale to investors by various governmental agencies and
sponsored organizations as well as by private issuers. The underlying assets
collateralizing the mortgage-backed securities may include single-family, mul-
tifamily and commercial properties. The two fundamental forms of mortgage-
backed securities are pass-throughs and collateralized mortgage obligations
("CMOs"). Pass-throughs produce monthly payments of principal and interest
from the underlying mortgages. CMOs divide the cash flows generated from the
underlying mortgages or mortgage pass-through securities into different seg-
ments known as "tranches" which are then retired sequentially over time in or-
der of priority. The market value and yield of mortgage-backed securities will
fluctuate due to market interest rate change and early prepayments of the un-
derlying mortgages. As prepayment rates on mortgages vary widely, it is diffi-
cult to accurately predict the average maturity of a particular pool of mort-
gages or tranches of CMOs. Although mortgage-backed securities may offer
higher yields than those available from other types of securities, they may be
less effective than other types of securities as a means of "locking in" an
attractive rate for an extended period because of the prepayment feature. Pre-
payment risk has two important effects. First, like bonds in general, mort-
gage-backed securities will generally decline in price when interest rates
rise. Second, when interest rates fall and additional mortgage prepayments
must be reinvested at lower interest rates, the Portfolio's rate of dividend
income may be reduced. 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 suit-
ably structured to be considered by the Adviser to be of investment grade
quality.

ASSET-BACKED SECURITIES
Asset-backed securities are collateralized by short maturity loans such as
automobile receivables, credit card receivables, or other types of receivables
or assets, the payments from which are passed through to the security holder.
Credit support for asset-backed securities may be based on the underlying as-
sets and/or provided through credit enhancements by a third party. Credit en-
hancement techniques include letters of credit, insurance bonds, limited guar-
antees (which are generally provided by the issuer), senior-subordinated
structures and over-collateralization. The value of these securities may be
significantly affected by changes in interest rates, the market's perceptions
of the issuers and the creditworthiness of the parties involved.

9
<PAGE>

YANKEE BONDS
Yankee bonds are dollar-denominated bonds issued inside the United States by
foreign entities. Investment in these securities involve certain risks which
are not typically associated with investing in domestic securities. Non U.S.-
based issuers are not subject to the same accounting, auditing and financial
reporting standards as are domestic issuers. There may be less publicly-avail-
able information about non-U.S.-based issuers which may make it difficult to
make investment decisions. Political factors may have an impact in the form of
confiscatory taxation, expropriation or political instability in international
markets. Some foreign governments also levy withholding taxes against dividend
and interest income. Although in some countries a portion of the taxes is re-
coverable, the non-recovered portion of foreign withholding taxes will reduce
the income the Portfolio receives from the companies comprising its invest-
ments.

INVESTMENT LIMITATIONS

The 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 in-
terest by the U.S. government or any of its agencies or instrumentali-
ties);
(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 secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies
when the portfolio adopts a temporary defensive position;
(e) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 15% of the Portfolio's net assets), and (ii)
by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not inconsis-
tent with the 1940 Act or the Rules and Regulations or interpretations
of the SEC thereunder;
(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's gross assets valued at the lower of market or
cost, and (ii) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or

10
<PAGE>

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

The Portfolio's investment objective and investment limitations (a), (b),
(d), (e) and (f)(i) listed above are fundamental policies and may be changed
only with the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. The other investment limitations described here
and those not specified as fundamental in the SAI as well as the Portfolio's
investment policies are not fundamental and the Fund's Board of Directors may
change them without shareholder approval.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), without a 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. The minimum initial investment for 401(k) plans is $500.
The minimum initial investment for IRA accounts is $500. The minimum initial
investment for spousal IRA accounts is $250. Certain exceptions may be made by
the officers of the Fund.

Shares of the Portfolio 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 purchases or
redemptions of Portfolio shares and may charge transaction or other account
fees. Each Service Agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding additional or different
purchase or redemption conditions. 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, which would not be imposed if shares of the Portfolio were pur-
chased directly from the Fund or the Distributor. Service Agents may provide
shareholder services to their customers that are not available to a share-
holder dealing directly with the Fund. A salesperson and any other person en-
titled 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 cus-
tomers. If shares of a Portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the
New York Stock Exchange ("NYSE"), and transmit it to the Fund's Sub-Transfer
Agent, Chase Global Funds Services Company, prior to the close of its business
day to

11
<PAGE>

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

INITIAL INVESTMENTS

BY MAIL
. Complete and sign an Application and mail it together with a check made
payable to UAM Funds, to:
UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Payment for purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. (See
"OTHER PURCHASE INFORMATION.") Payment does not need to be converted into Fed-
eral Funds (monies credited to the Fund's Custodian Bank by a Federal Reserve
Bank) before the Fund will accept it for investment.

BY WIRE
. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, Portfolio selected, amount being wired and the name of the bank
wiring the funds. An account number will then be provided to you. Next,
. instruct your bank to wire the specified amount to the Fund's Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name _____________
Your Account Number _____________
Your Account Name ______________
Wire Control Number _____________
. Forward a completed Application to the Fund at the address shown on the
form. Federal Funds purchases will be accepted only on a day on which
both the NYSE and the Custodian Bank are open for business.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check

12
<PAGE>

made payable to "UAM Funds" to the above address or by wiring money to the
Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name and the Portfolio
to be purchased is identified on the check or wire.

Prior to wiring additional investments, please notify the UAM Funds Service
Center by calling the number on the cover of this Prospectus. Mail orders
should include, when possible, the "Invest by Mail" stub which accompanies any
Fund confirmation statement.

OTHER PURCHASE INFORMATION
Investments received by 4 p.m. Eastern Time (ET) (the close of the NYSE)
will be invested at the share price calculated after the NYSE closes on that
day. Investments received after the close of the NYSE will be executed at the
price computed on the next day the NYSE is open. The Fund reserves the right,
in its sole discretion, to suspend the offering of shares of the Portfolio or
to reject purchase orders when, in the judgment of management, such suspension
or rejection is in the best interests of the Fund. Purchases of the Portfo-
lio's shares will be made in full and fractional shares of the Portfolio cal-
culated to three decimal places. Certificates for fractional shares will not
be issued. Certificates for whole shares will not be issued except at the
written request of the shareholder.

IN-KIND PURCHASES
If accepted by the Fund, shares of the Portfolio may be purchased in ex-
change 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 described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by the Port-
folio 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 invest-
ment and not for immediate resale.

13
<PAGE>

. the value of any such securities (except U.S. Government securi-
ties) 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.

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

REDEMPTION OF SHARES

Shares of the 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 re-
demption may be more or less than the purchase price of the shares depending
on the market value of investment securities held by the Portfolio.

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are regis-
tered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pen-
sion and profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Application; and
. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.

The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated
to receive redemption proceeds (this can be accomplished only by a
written request signed by each shareholder, with each signature
guaranteed); and
. redemption of certificated shares by telephone.

14
<PAGE>

The Fund and its Sub-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 re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as 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 in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other
than the registered address; or
. share transfer requests.

Signature guarantees will be accepted from any eligible guarantor institu-
tion which participates in a signature guarantee program. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securi-
ties exchanges, registered securities associations, clearing agencies and sav-
ings associations. Broker-dealers guaranteeing signatures must be a member of
a clearing corporation or maintain net capital of at least $100,000. Credit
unions must be authorized to issue signature guarantees.

OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of and no more than seven days after the
receipt of the request, or earlier if required under applicable law. 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
determined by the SEC.

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

15
<PAGE>

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of the Portfolio may be exchanged for Institu-
tional Class Shares of any other UAM Funds Portfolio. (See the list of Portfo-
lios of the UAM Funds at the end of this Prospectus.) Exchange requests should
be made by calling the Fund or by writing to the UAM Funds Service Center.

Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center for a copy of the Prospectus for the Portfolio(s)
in which you are interested. Exchanges can only be made with Portfolios that
are qualified for sale in a shareholder's state of residence.

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to 4
p.m. ET will be processed as of the close of business on the same day. Re-
quests received after 4 p.m. ET will be processed on the next business day.
The Board of Directors may limit the frequency and amount of exchanges permit-
ted. For additional information regarding responsibility for the authenticity
of telephoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE."

An exchange into another UAM Funds Portfolio is a sale of shares and may re-
sult in a gain or loss for income tax purposes. The Fund may modify or termi-
nate the exchange privilege at any time.

VALUATION OF SHARES

The net asset value of the Portfolio is determined by dividing the value of
the Portfolio's assets attributable to the class, less any liabilities attrib-
utable to the class, by the number of shares outstanding attributable to the
class. The net asset value per share of the Portfolio is determined as of the
close of the NYSE on each day that the NYSE is open for business.

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. 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. 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.

16
<PAGE>

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

PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance.

Yield refers to the income generated by an investment in the Portfolio over
a given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all funds. As this
differs from other accounting methods, the quoted yield may not equal the in-
come actually paid to shareholders.

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

Performance is calculated separately for Institutional Class and Service
Class Shares. Dividends paid by the 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, distribution charges and any incre-
mental transfer agency costs relating to Service Class Shares will be borne
exclusively by that class.

The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolio's SAI. This information may also be included in sales
literature and advertising.

Since this is a new Portfolio, we can offer no information about past port-
folio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the Portfo-
lio's Annual Report to Shareholders, which may be obtained without charge upon
request to the Fund by writing to the address or calling the phone number on
the cover of this Prospectus.

17
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income (for tax purposes) to shareholders in quarterly dividends. If any
net capital gains are realized, the Portfolio will normally distribute them
annually.

All dividends and capital gains distributions will be automatically rein-
vested in additional shares of the Portfolio unless the Fund is notified in
writing that the shareholder elects to receive distributions in cash.

FEDERAL TAXES
The Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt from federal taxes on income and gains
paid to shareholders in the form of dividends. To do this, the Portfolio must,
among other things, distribute substantially all of its ordinary income and
net capital gains on a current basis and maintain a portfolio of investments
which satisfies certain diversification criteria.

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term capital
gains distributions are taxed as long-term capital gains. Shareholders will be
notified annually of dividend income earned for tax purposes.

Dividends declared in October, November and December to shareholders of rec-
ord in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, pro-
vided that the dividends are paid before February of the following year.

The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify that your Social Security
or Taxpayer Identification Number you have provided is correct and that either
you are not currently subject to backup withholding or you are exempt from
backup withholding. This certification must be made on the Application or on a
separate form supplied by the Fund.

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

18
<PAGE>

INVESTMENT ADVISER

Sirach Capital Management, Inc., is a Washington corporation whose predeces-
sor was formed in 1970 and is located at 3323 One Union Square, Seattle, Wash-
ington 98101. The Adviser is a wholly-owned subsidiary of UAM and provides in-
vestment management services to corporations, pension and profit-sharing
plans, 401(k) and thrift plans, trusts, estates and other institutions and in-
dividuals. As of the date of this Prospectus, the Adviser had approximately
$7.5 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 Portfolio and a description of their
business experience during the past five years are as follows:
BOND PORTFOLIO -- Stephen J. Romano, Craig F. Hintze, John F. Dagres and
Larry J. Katz.

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 Na-
tional 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.

CRAIG F. HINTZE, CFA -- Principal. Mr. Hintze joined the Adviser in 1996
when Olympic Capital Management merged with Sirach Capital Management. Prior
to the merger, he was a Principal at Olympic Capital Management where he man-
aged fixed income portfolios for institutional clients.

JOHN F. DAGRES -- Principal. Mr. Dagres joined the Adviser in 1996 when
Olympic Capital Management merged with Sirach Capital Management. Prior to the
merger, he was a Principal at Olympic Capital Management where he managed
fixed income portfolios for institutional clients.

LARRY J. KATZ, CFA -- Mr. Katz joined the Adviser in 1996. Prior to that he
was a Senior Analyst at Frank Russell Co. and an independent consultant.

Under an Investment Advisory Agreement dated , the Adviser manages the
investment and reinvestment of the assets of the Portfolio. The Adviser must
adhere to the stated investment objective and policies of the Portfolio, and
is subject to the control and supervision of the Fund's Board of Directors.

As compensation for its services as an Adviser, the Portfolio pays the Ad-
viser an annual fee, in monthly installments, calculated by applying the fol-
lowing annual percentage rates to the Portfolio's average daily net assets for
the month:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Sirach Bond Portfolio................................................. 0.35%
</TABLE>

19
<PAGE>

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolio to reduce its ex-
pense ratio. As of the date of this Prospectus, the Adviser has agreed to keep
the Bond Portfolio Institutional Class Shares from exceeding 0.50% 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 the Portfolio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of a Port-
folio. Payments made for any of these purposes may be made from its revenues,
its profits or any other source available to it. When such service arrange-
ments are in effect, they are made generally available to all qualified serv-
ice providers.

The Distributor, the Adviser, and certain of their affiliates also partici-
pate, at the date of this Prospectus, in an arrangement with Smith Barney Inc.
under which Smith Barney provides certain defined contribution plan marketing
and shareholder services of its Consulting Group and receives .15 of 1% of the
daily net asset value of Institutional Class Shares held by Smith Barney's el-
igible customer accounts in addition to amounts payable to all selling deal-
ers. The Fund also compensates Smith Barney for services it provides to cer-
tain defined contribution plan shareholders that are not otherwise provided by
UAMFSI.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of separately managed fixed income accounts of clients of
the Adviser. These accounts have the same investment objective as the Portfo-
lio, 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 Portfolio. The performance data for the managed
accounts is net of all fees and expenses. The investment returns of the Port-
folio may differ from those of the separately managed accounts because such
separately managed accounts may have fees and expenses that differ from those
of the Portfolio. Further, the separately managed accounts are not subject to
investment limitations, diversification requirements, and other restrictions
imposed by the 1940 Act and Internal Revenue Code; such conditions, if appli-
cable, may have lowered the returns for the separately managed accounts. The
results presented are not intended to predict or suggest the return to be ex-
perienced by the Portfolio or the return an investor might achieve by invest-
ing in the Portfolio.

20
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC. -- FIXED INCOME COMPOSITE RETURNS
FOR INDIVIDUAL YEARS ENDED DECEMBER 31
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
SIRACH CAPITAL LEHMAN BROTHERS AGGREGATE
CALENDAR YEARS MANAGEMENT, INC. BOND INDEX
- -------------- ---------------- -------------------------
<S> <C> <C>
1980................................ 6.28 % 2.70 %
1981................................ 13.33 % 6.25 %
1982................................ 33.38 % 32.62 %
1983................................ 6.68 % 8.35 %
1984................................ 14.73 % 15.15 %
1985................................ 21.27 % 22.10 %
1986................................ 14.44 % 15.26 %
1987................................ 3.25 % 2.76 %
1988................................ 9.86 % 7.89 %
1989................................ 14.00 % 14.53 %
1990................................ 7.67 % 8.96 %
1991................................ 18.59 % 16.00 %
1992................................ 8.19 % 7.40 %
1993................................ 11.70 % 9.75 %
1994................................ (2.10)% (2.92)%
1995................................ 18.77 % 18.47 %
1996................................ 4.87 % 3.63 %
6 Months ended 6/30/97.............. 3.47 % 3.09 %
Annualized.......................... 11.64 % 10.68 %
Cumulative.......................... 586.98 % 490.76 %
17-Year Mean (1/1/80-12/31/96)...... 12.05 % 11.11 %
Value of $1 invested during
(1/1/80-6/30/97).................. $6.87 $5.91
</TABLE>
- -----------
Notes:
1. The annualized return is calculated from monthly data, allowing for com-
pounding. The formula used is in accordance with the acceptable methods set
forth by the Association for Investment Management Research, the Bank Ad-
ministration Institute, and the Investment Counsel Association of America.
Market Value of the account was the sum of the account's total assets, in-
cluding cash, cash equivalents, short-term investments, and securities val-
ued at current market prices.
2. The cumulative return means that $1 invested in the account on 1/1/80 had
grown to $6.87 by June 30, 1997.
3. The 17-year mean is the arithmetic average of the annual returns for the
calendar years listed.

21
<PAGE>

4. The Lehman Brothers Aggregate Bond Index is an unmanaged index which as-
sumes reinvestment of dividends and is generally considered representative
of securities similar to those invested in by the Adviser for the purpose
of the composite performance numbers set forth above.
5. The Adviser's average annual management fee over the period shown (1/1/80-
6/30/97) was 0.25% or 25 basis points. During the period, fees on the Ad-
viser's individual accounts ranged from 0.20% to 0.30% (20 basis points to
30 basis points). Net returns to investors vary depending on the management
fee.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global
Funds Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by
a Mutual Funds Service Agreement dated June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio-specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC. The Portfolio-specific fee is calculated from the aggregate net
assets of the Portfolio at the following annual rate:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Sirach Bond Portfolio................................................. 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less than
$3 billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative as-
sets and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years.
If a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes

22
<PAGE>

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 dis-
tributor of Fund shares. The Distributor does not receive any fee or other
compensation under the Agreement with respect to the Institutional Class
Shares offered in this Prospectus. The Agreement continues in effect as long
as it is approved at least annually by the Fund's Board of Directors. Those
approving the Agreement must include a majority of Directors who are neither
parties to the Agreement nor interested persons of any such party. The Agree-
ment provides that the Fund will bear costs of registration of its shares with
the SEC and various states as well as the printing of its prospectuses, its
SAIs and its reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements for the Fund's Portfolios authorize the Adviser to
select the brokers or dealers that will execute the purchases and sales of in-
vestment securities for each Portfolio. The Agreements direct the Adviser to
use its best efforts to obtain the best available price and most favorable ex-
ecution for all transactions of the Portfolios. If consistent with the inter-
ests of the Portfolios, the Adviser may select brokers on the basis of re-
search, statistical and pricing services these brokers provide to the Portfo-
lios in addition to required Adviser services. Such brokers may be paid a
higher commission 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 the commission is reasonable in terms
either of the transaction or the overall responsibility of the Adviser to the
Portfolios and the Adviser's other clients.

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase at or about the same time, transactions in such securi-
ties 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 al-
locating such transactions, allocations are subject to periodic review by the
Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." 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."

23
<PAGE>

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 Di-
rectors have the power to designate one or more series or classes of shares of
common stock and to classify or reclassify any unissued shares without further
action by shareholders. At its discretion, the Board of Directors may create
additional Portfolios and classes of shares.

The shares of each Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and no pre-emptive rights. They have noncumulative voting rights, which means
that holders of more than 50% of shares voting for the election of Directors
can elect 100% of the Directors. A shareholder is entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in his name on the books of the Fund.

Both Institutional Class and Institutional Service Class Shares represent an
interest in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing, and may bear expenses related to
distribution. Service Class shares have exclusive voting rights for matters
relating to such distribution expenditures. Information about the Service
Class Shares of the Portfolio is available upon request by contacting the UAM
Funds Service Center.

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 hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters to the extent required by
the undertaking.

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP are the independent accountants for the Fund.

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 contacting the UAM Funds Service Cen-
ter.

24
<PAGE>

LITIGATION
The Fund is not involved in any litigation.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL 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 CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

25
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

26
<PAGE>

APPLICATION
INSTITUTIONAL CLASS SHARES
UAM FUNDS

REGULAR MAIL: UAM Funds EXPRESS MAIL: UAM Funds
P.O. Box 2798 73 Tremont Street, 9th Floor
Boston, MA 02208-2798 Boston, MA 02108-3913

FOR HELP WITH THIS APPLICATION, OR FOR MORE
INFORMATION, CALL US TOLL FREE: 1-800-638-7983.

Distributed by UAM Fund Distributors, Inc.

BEFORE YOU COMPLETE THE APPLICATION, PLEASE BE SURE TO READ
THE INSTRUCTIONS ON THE REVERSE SIDE.
-----------------------------------------------------------

- --------------------------------------------------------------------------------
1 YOUR ACCOUNT REGISTRATION (Check one box.)
- --------------------------------------------------------------------------------
[_] Individual or Joint Account

---------------------------------------------------
Owner's Name: First, Initial, Last

- -
------------------------------------
Owner's Social Security Number

---------------------------------------------------
Joint Owner's Name: First, Initial, Last

- -
------------------------------------
Joint Owner's Social Security Number

Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.

[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan

-----------------------------------------------------
Trustee(s)' Name

-----------------------------------------------------
Name of Trust Agreement

-----------------------------------------------------
Beneficiary's Name

-
---------------------- -----------------------
Taxpayer's ID Date of Trust Agreement

[_] Corporation, Partnership or Other Entity

Type: [_] [_] Corp. [_] Partnership [_] Other

------------------------------------------------------
Name of Corp. or Other Entity

-
--------------------- [_] Exempt [_] Non-Exempt
Taxpayer ID Number

A Corporate Resolution Form is required.

- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------

-----------------------------------------------------
Street or P.O. Box Number

-----------------------------------------------------
City State Zip Code

( ) ( )
------------------------- ---------------------
Daytime Phone Evening Phone

Citizenship: [_] U.S. [_] Resident- [_] Non- ---------------
Alien Resident Specify Country
Alien
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------

Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.

________________________________________________ $_______________
________________________________________________ $_______________
TOTAL $_______________

- --------------------------------------------------------------------------------
4 METHOD OF PAYMENT
- --------------------------------------------------------------------------------

A. [_] Check (payable to UAM Funds) An Account No. will be assigned.

B. [_] This application confirms my prior wire purchase on (date): ___________
I was assigned the following wire reference control number:___________________

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

- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------

Unless otherwise instructed, all distributions will be reinvested in
additional shares.

All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash

- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------

I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:

[_] Telephone Exchange [_] Telephone Redemption

[_] a. Mail proceeds to name and address in which account is registered.

[_] b. Wire redemption proceeds to bank indicated below.

A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.

- -------------------------------------------------------------------------------
Bank Name

- -------------------------------------------------------------------------------
Bank Address
( )
- ------------------ ------------------------------------------------------------
Account Number Bank Phone

- -------------------------------------------------------------------------------
Name(s) in which Account is Registered

- -------------------------------------------------------------------------------
Bank Transit Routing Number (ABA #)

- -------------------------------------------------------------------------------
7 OPTIONAL INFORMATION
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Owner's Occupation Owner's Date of Birth

- -------------------------------------------------------------------------------
Employer's Name

- -------------------------------------------------------------------------------
Employer's Address

- -------------------------------------------------------------------------------
Joint Owner's Occupation Joint Owner's Date of Birth
- -------------------------------------------------------------------------------

Joint Owner's Employer's Name
- -------------------------------------------------------------------------------

Joint Owner's Employer's Address

- --------------------------------------------------------------------------------
8 SIGNATURE(S)
- --------------------------------------------------------------------------------

. I/We have full authority and legal capacity to purchase Fund shares.
. I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.
------------------------------------------------------------------------------
UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (II) THE IRS
HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. (CROSS
OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR
TAX RETURN.)
------------------------------------------------------------------------------

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

- --------------------------------------------------- -----------------
Signature (Owner, Trustee, etc.) Date

- --------------------------------------------------- -----------------
Signature (Joint Owner, Co-trustee, etc.) Date

- --------------------------------------------------------------------------------
9 INTERESTED PARTY/BROKER-DEALER
- --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Name

- -------------------------------------------------------------------------------
Address City State Zip Code

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

UAM Funds Service Center
<PAGE>

APPLICATION INSTRUCTIONS
- -------------------------------------------------------------------------------
IF YOU NEED ASSISTANCE, A REPRESENTATIVE OF UAM FUNDS WILL BE PLEASED TO HELP
YOU. OUR TOLL-FREE NUMBER IS 1-800-638-7983.
- -------------------------------------------------------------------------------

NEW ACCOUNT APPLICATION. An account can be registered as only one of the
1 following:

. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.

. a trust Supply the Taxpayer Identification Number of the legal entity
. a corporation, or organization that will report income and/or capital gains.
partnership,
organization,
fiduciary

Please check the box that corresponds with the type of account you are opening
and fill in the required information exactly as you wish it to appear on the
account.

REDEMPTION AUTHORIZATIONS. Corporations, other organizations, trusts and fidu-
ciaries will be required to furnish additional paperwork to authorize redemp-
tions. Call a representative of UAM Funds at 1-800-638-7983 for more informa-
tion.

2 YOUR MAILING ADDRESS. Please be sure to provide us with the address at
which you wish to receive your mail.

3 YOUR INVESTMENT. Please be sure to indicate the total amount invested. For
more than two investments, please attach a separate sheet or an additional
application.

4 ESTABLISHING YOUR ACCOUNT.

A. Section 4A lets you open your account by check. Your check(s) should be
made payable to UAM Funds. Be sure to enclose your check(s) with this ap-
plication.

B. If you are confirming a new Fund purchase previously made by wire, be
sure to fill in Section 4B and provide the wire reference control number
you were assigned at the time of this purchase. A completed application
must follow all wire purchases.

All applications are subject to acceptance by UAM Funds.

5 RECEIVING YOUR DIVIDENDS AND CAPITAL GAINS. Check the distribution option
you prefer. If you do not select an option, all dividends and capital
gains will be reinvested in your account.

6 TELEPHONE REDEMPTION AND EXCHANGE. Telephone redemption proceeds mailed to
a shareholder will be sent only to the address listed on the account. The
Funds' bank wire feature is available for redeeming out of your Fund ac-
count to your bank account. Be sure to check with your bank for proper
wiring instructions. The Funds require the transit/routing number of your
bank or its correspondent if your bank is unable to receive wires direct-
ly. Please complete Section 6 to add the bank wire feature.

Telephone exchanges may be made only if a Fund holds all share certifi-
cates and if the registration of the two accounts will be identical.

7 EMPLOYMENT INFORMATION. It is required by the National Association of Se-
curities Dealers, Inc. to request this information.

8 YOUR SIGNATURE(S). Please be sure to sign this application. If the account
is registered in the name of:

. an individual, the individual should sign

. joint tenants, both should sign

. a trust or other fiduciary, the fiduciary or fiduciaries should sign
(please indicate capacity)

. a corporation or other organization, an officer should sign (please indi-
cate corporate office or title)

9 INTERESTED PARTY/BROKER-DEALER. In addition to the account statement sent
to your registered address, you may also have a monthly consolidated
statement mailed to up to ten (10) interested parties. You may add a sheet
with additional interested party names and addresses. This section should
also be completed if you are investing through a Broker-Dealer.

--IMPORTANT--

REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798

EXPRESS MAIL: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913

MORE QUESTIONS? Call a representative of UAM Funds at 1-800-638-7983.
<PAGE>

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

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

PROSPECTUS

, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

Sirach Bond Portfolio

Institutional Service
Class Shares

P R O S P E C T U S

, 1997

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1

Prospectus Summary......................................................... 3

Risk Factors............................................................... 4

Investment Objective....................................................... 4

Investment Policies........................................................ 4

Other Investment Policies.................................................. 5

Investment Limitations..................................................... 10

Purchase of Shares......................................................... 11

Redemption of Shares....................................................... 14

Service and Distribution Plans............................................. 16

Shareholder Services....................................................... 18

Valuation of Shares........................................................ 19

Performance Calculations................................................... 19

Dividends, Capital Gains Distributions and Taxes........................... 20

Investment Adviser......................................................... 21

Adviser's Historical Performance........................................... 23

Administrative Services.................................................... 24

Distributor................................................................ 25

Portfolio Transactions..................................................... 25

General Information........................................................ 26

UAM Funds -- Service Class Shares.......................................... 28
</TABLE>
<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK)

<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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

SIRACH BOND PORTFOLIO

INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: SIRACH CAPITAL MANAGEMENT, INC.

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

PROSPECTUS -- , 1997

UAM Funds, Inc. (the "Fund") is an open-end, management investment company,
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios"), each of which has different investment objectives and
policies. The Sirach Bond Portfolio currently offers two separate classes of
shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). Shares of each class represent equal, pro rata in-
terests in the 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 one diversified Portfolio
of the Fund managed by Sirach Capital Management, Inc.

There can be no assurance that the Portfolio will achieve its stated objec-
tive.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A Statement of Additional Information ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated , 1997 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at the address or telephone number above.

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio's Service Class Shares will incur. However, transaction fees may be
charged if a broker-dealer or other financial intermediary deals with the Fund
on your behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
BOND
PORTFOLIO
SERVICE CLASS
SHARES
-------------
<S> <C>
Sales Load Imposed on Purchases................................... NONE
Sales Load Imposed on Reinvested Dividends........................ NONE
Deferred Sales Load............................................... NONE
Redemption Fees................................................... NONE
Exchange Fees..................................................... NONE
</TABLE>

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

<TABLE>
<CAPTION>
BOND
PORTFOLIO
SERVICE CLASS
SHARES
-------------
<S> <C>
Investment Advisory Fees.......................................... 0.35 %
Administrative Fees............................................... 0.13 %
12b-1 Fees (Including Shareholder Servicing Fees)++............... 0.25 %
Other Expenses.................................................... 0.16 %
Advisory Fees Waived.............................................. (0.14)%
-----
Total Operating Expenses (After Fee Waiver)....................... 0.75 %+
=====
</TABLE>
- -----------
+ The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolio, if necessary, in
order to reduce its expense ratio. As of the date of this Prospectus, the
Adviser has agreed to keep the Bond Portfolio Service Class Shares from ex-
ceeding 0.75% 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 Bond Portfolio for a given fiscal
year. (See "SERVICE AND DISTRIBUTION PLANS.")
++ The Service Class Shares may bear service fees of 0.25%. Long-term share-
holders 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 table above shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees set forth above for the Bond Port-
folio

1
<PAGE>

are based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Bond Portfolio's average daily assets
will be $100 million. The effect of expense offsets on Total Operating Ex-
penses is excluded. It is estimated that without the Adviser's fee waiver, the
Total Operating Expenses would be 0.89% of the Portfolio's average net assets.

The following example illustrates expenses 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 ta-
ble above, the Portfolio charges no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Sirach Bond Portfolio Service Class Shares.................... $ 8 $24
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES 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 of the Portfolio. Service Class Shares 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.")

2
<PAGE>

PROSPECTUS SUMMARY

PURCHASE OF SHARES
Shares of the 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 IRA accounts is $500. The minimum
initial investment for spousal IRA accounts is $250. 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
The Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. In addition, the Portfolio will distribute
to each class any unrealized net capital gains annually. Distributions will be
reinvested in Portfolio shares automatically unless an investor elects to re-
ceive cash distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES.")

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

3
<PAGE>

RISK FACTORS

INVESTMENT OBJECTIVE

There can be no assurance that the Portfolio will achieve its stated objec-
tive.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing at least 75% of
its total assets, under normal circumstances, in a diversified mix of dollar-
denominated, investment grade fixed income securities of varying maturities
including securities of the U.S. Government and its agencies, corporate bonds,
mortgage-backed securities, including CMOs, asset-backed securities, Yankee
bonds and various short-term instruments. (See "OTHER INVESTMENT POLICIES.")

4
<PAGE>

timely payment of principal and interest or are suitably structured to be con-
sidered by the Adviser to be of investment grade quality. The Portfolio's SAI
contains a more detailed description of corporate bond ratings.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by the
Portfolio, and time deposits maturing from two business days through seven
calen-

5
<PAGE>

dar days will not exceed 15% of the total assets of the Portfolio. The Portfo-
lio 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 cur-
rencies, (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 qual-
ity comparable with other debt securities which may be purchased by the Port-
folio.

6
<PAGE>

The Fund has received permission from the SEC to pool daily uninvested cash
balances of the Fund's Portfolios in order to invest in repurchase agreements
on a joint basis. By entering into joint repurchase agreements, a Portfolio
may incur lower transaction costs and earn higher rates of interest on joint
repurchase agreements. The Portfolio's contribution would determine its return
from a joint repurchase agreement. (See "SHORT-TERM INVESTMENTS.")

7
<PAGE>

is made. Typically, no income accrues on securities purchased on a delayed de-
livery basis prior to the time delivery is made although the Portfolio may
earn income on securities it has deposited in a segregated account.

The Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objectives at attractive prices -- not to in-
crease its investment leverage.

8
<PAGE>

9
<PAGE>

INVESTMENT LIMITATIONS

The 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 in-
terest by the U.S. Government or any agency or instrumentality there-
of);
(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 secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies
when the portfolio adopts a temporary defensive position.
(e) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 15% 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 incon-
sistent with the 1940 Act or the Rules and Regulations or interpreta-
tions of the SEC thereunder;
(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's gross assets valued at the lower of market or
cost, and

10
<PAGE>

(ii) the 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 33 1/3% of its total assets at fair market value.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor") without a 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 "SERVICE AND DISTRIBUTION PLANS" and "VALUATION OF
SHARES.") The minimum initial investment required is $2,500. The minimum ini-
tial investment for IRA accounts is $500. The minimum initial investment for
spousal IRA accounts is $250. Certain exceptions may be made by the officers
of the Fund.

The Portfolio issues two classes of shares: Institutional Class and Institu-
tional 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 Dis-
tribution Plan pursuant to which the distribution fee may be paid. The two
classes have different exchange privileges. (See "SHAREHOLDER SERVICES -- EX-
CHANGE PRIVILEGE.") The net income attributable to Service Class Shares and
the dividends payable on Service Class Shares will be reduced by the amount of
the shareholder servicing and distribution fees; accordingly, the net asset
value of the Service Class Shares will be reduced by such amount to the extent
the Portfolio has undistributed net income.

Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which
are not subject to the Rule 12b-1 Service and Distribution Plans, which may
include transaction fees and/or service fees paid by the Fund from the Fund
assets attributable to the Service Agent and, would not be imposed if shares
of the Portfolio were purchased directly from the Fund or the Distributor. The
Service Agents may provide shareholder services to their customers that are
not available to a share-

11
<PAGE>

holder dealing directly with the Fund. Each Service Agent is responsible for
transmitting to its customers a schedule of any such fees and information re-
garding any additional or different conditions regarding purchases and redemp-
tions. Shareholders who are customers of Service Agents should consult their
Service Agent for information regarding these fees and conditions. A salesper-
son and any other person entitled to receive compensation for selling or ser-
vicing 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 cus-
tomers. If shares of the Portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the
New York Stock Exchange ("NYSE"), and transmit it to the Fund's Sub-Transfer
Agent, Chase Global Funds Services Company, prior to the close of its business
day to receive that day's share price. Proper payment for the order must be
received by the Sub-Transfer Agent no later than the time when the Portfolio
is priced on the following business day. Service Agents are responsible to
their customers and the Fund for timely transmission of all subscription and
redemption requests, investment information, documentation and money.

INITIAL INVESTMENTS

12
<PAGE>

. instruct your bank to wire the specified amount to the Fund's Custodian:
The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name________
Your Account Number________
Your Account Name_________
Wire Control Number________

. Forward a completed Application to the Fund at the address shown on the
form. Federal Funds purchases will be accepted only on a day on which
both the NYSE and the Custodian Bank are open for business.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check made payable to "UAM Funds" to the above address or by wiring money to
the Custodian Bank using the instructions outlined above. When making addi-
tional investments, be sure that the account number, account name and the
Portfolio to be purchased is identified on the check or wire.

OTHER PURCHASE INFORMATION
Investments received by 4 p.m. Eastern Time (ET) (the close of the NYSE)
will be invested at the share price calculated after the NYSE closes on that
day. Investments received after the close of the NYSE will be executed at the
price computed on the next day the NYSE is open. The Fund reserves the right,
in its sole discretion, to suspend the offering of shares of the Portfolio or
to reject purchase orders when, in the judgment of management, such suspension
or rejection is in the best interests of the Fund. Purchases of a Portfolio's
shares will be made in full and fractional shares of the Portfolio calculated
to three decimal places. Certificates for fractional shares will not be is-
sued. Certificates for whole shares will not be issued except at the written
request of the shareholder.

13
<PAGE>

tion of net asset value after acceptance. Shares issued by the 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 de-
livered 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 the Portfolio
unless:
. at the time of exchange, such securities are eligible to be in-
cluded in the Portfolio (current market quotations must be readily
available for such securities);
. the investor represents and agrees that all securities offered to
be exchanged are liquid securities and not subject to any restric-
tions upon their sale by the Portfolio under the Securities Act of
1933, or otherwise; and
. the value of any such securities (except U.S. Government securi-
ties) being exchanged together with other securities of the same
issuer owned by the Portfolio will not exceed 5% of the net assets
of the Portfolio immediately after the transaction.

REDEMPTION OF SHARES

14
<PAGE>

. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pen-
sion and profit sharing plans and other organizations.

15
<PAGE>

maintain net capital of at least $100,000. Credit unions must be authorized to
issue signature guarantees.

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

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 Serv-
ice Agent directly or through the Distributor. The Fund reimburses the Dis-
tributor or the Service Agent, as the case may be, for payments made at an an-
nual rate of up to .25 of 1% of the average daily value of Service Class
Shares of the Portfolios owned by clients of such Service Agent during the pe-
riod payments for Servicing are being made to it. Such payments are borne ex-
clusively 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 SEC construes such term under Rule 12b-1. The fees payable
for servicing reflect actual expenses incurred up to the limit described here-
in.

Servicing may include assisting clients in changing dividend options, ac-
count designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemp-
tion 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

16
<PAGE>

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 chart-
ered 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 is prohibited from acting as a trans-
fer agent, alternative means for servicing its shareholders clients would be
sought and the shareholders clients of the bank will remain Fund shareholders.

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

The Distribution Plan and the Service Plan (together, the "Plans") were ap-
proved 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 Di-
rectors, 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 up 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 imple-
mentation, 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 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

17
<PAGE>

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
service arrangements, when in effect, are made generally available to all
qualified service providers. The Adviser may compensate its affiliated compa-
nies for referring investors to the Portfolio.

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan mar-
keting and shareholder services and receives from such entities an amount
equal to up to 33.3% of the portion of the investment advisory fees attribut-
able to the invested assets of Smith Barney's eligible customer accounts with-
out regard to any expense limitation in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by UAMFSI.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Service Class Shares of the Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio (See the list of Portfolios of the UAM
Funds at the end of this Prospectus.) Exchange requests should be made by con-
tacting the UAM Funds Service Center.

18
<PAGE>

be identical. Requests for exchanges received prior to 4 p.m. ET will be proc-
essed as of the close of business on the same day. Requests received after 4
p.m. ET will be processed on the next business day. The Board of Directors may
limit the frequency and amount of exchanges permitted. For additional informa-
tion regarding responsibility for the authenticity of telephoned instructions,
see "REDEMPTION OF SHARES BY TELEPHONE."

An exchange into another UAM Funds Portfolio is a sale of shares and may re-
sult in a gain or loss for income tax purposes. The Fund may modify or termi-
nate the exchange privilege at any time.

VALUATION OF SHARES

PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance.

19
<PAGE>

time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income to shareholders in quarterly dividends. If any net capital gains
are realized, the Portfolio will normally distribute them annually.

20
<PAGE>

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
that your Social Security or Taxpayer Identification Number provided is cor-
rect and that either you are not currently subject to backup withholding, or
you are exempt from backup withholding. This certification must be made on the
Application or on a separate form supplied by the Fund.

INVESTMENT ADVISER

Sirach Capital Management, Inc., is a Washington corporation whose predeces-
sor was formed in 1970 and is located at 3323 One Union Square, Seattle, Wash-
ington 98101. The Adviser is a wholly-owned subsidiary of UAM and provides in-
vestment management services to corporations, pension and profit-sharing
plans, 401(k) and thrift plans, trusts, estates and other institutions and in-
dividuals. As of the date of this Prospectus, the Adviser has approximately
$7.5 billion in assets under management. For further information on Sirach
Capital Management, Inc.'s investment services, please call (206) 624-3800.

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

21
<PAGE>

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.

LARRY J. KATZ, CFA -- Mr. Katz joined the Adviser in 1996. Prior to that he
was a Senior Analyst at Frank Russell Co. and an independent consultant.

Under an Investment Advisory Agreement dated , the Adviser manages
the investment and reinvestment of the assets of the Portfolio. The Adviser
must adhere to the stated investment objective and policies of the Portfolio,
and is subject to the control and supervision of the Fund's Board of Direc-
tors.

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

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Sirach Bond Portfolio................................................. 0.35%
</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 pay-
able by the Portfolio, if necessary, in order to reduce expense ratios. As of
the date of this Prospectus, the Adviser has agreed to keep the Bond Portfolio
Institutional Service Class Shares from exceeding 0.50%, 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 the Port-
folio for a given fiscal year.

In addition, the Adviser may compensate its affiliated companies for refer-
ring investors to the Portfolio. 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 serv-
ices 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 provid-
ers.

22
<PAGE>

ADVISER'S HISTORICAL PERFORMANCE

SIRACH CAPITAL MANAGEMENT, INC. -- FIXED INCOME COMPOSITE RETURNS
FOR INDIVIDUAL YEARS ENDED DECEMBER 31
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

23
<PAGE>

- -----------
Notes:
1. The annualized return is calculated from monthly data, allowing for com-
pounding. The formula used is in accordance with the acceptable methods set
forth by the Association for Investment Management Research, the Bank Ad-
ministration Institute, and the Investment Counsel Association of America.
Market Value of the account was the sum of the account's total assets, in-
cluding cash, cash equivalents, short-term investments, and securities val-
ued at current market prices.
2. The cumulative return means that $1 invested in the account on 1/1/80 had
grown to $6.87 by June 30, 1997.
3. The 17-year mean is the arithmetic average of the annual returns for the
calendar years listed.
4. The Lehman Brothers Aggregate Bond Index is an unmanaged index which as-
sumes reinvestment of dividends and is generally considered representative
of securities similar to those invested in by the Adviser for the purpose
of the composite performance numbers set forth above.
5. The Adviser's average annual management fee over the period shown (1/1/80-
6/30/97) was 0.25% or 25 basis points. During the period, fees on the Ad-
viser's individual accounts ranged from 0.20% to 0.30% (20 basis points to
30 basis points). Net returns to investors vary depending on the management
fee.

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Sirach Bond Portfolio................................................. 0.04%
</TABLE>

24
<PAGE>

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 "Agree-
ment"), 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 SEC
and various states and the printing of its prospectuses, SAIs and reports to
shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements for the Fund's Portfolios authorize the Adviser to
select the brokers or dealers that will execute the purchases and sales of in-
vestment securities for each Portfolio. The Agreements direct the Adviser to
use its best efforts to obtain the best available price and most favorable ex-
ecution for all transactions of the Portfolios. If consistent with the inter-
ests of the Portfolios, the Adviser may select brokers on the basis of the re-
search, statistical and pricing services they provide to the Portfolios. Such
brokers may be paid a higher commission than that which another qualified bro-
ker would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934,
as amended, and that the Adviser determines in good faith that such commission
is reasonable in terms either of the transaction or the overall responsibility
of the Adviser to the Portfolios and the Adviser's other clients.

25
<PAGE>

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more of these other clients served by the Ad-
viser 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 for-
mula for allocating such transactions, such allocations are subject to peri-
odic review by the Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "ICM Fund, Inc." as a Maryland corpo-
ration 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 Di-
rectors have the power to designate one or more series or classes of shares of
common stock and to classify or reclassify any unissued shares without further
action by shareholders. At its discretion, the Board of Directors of the Fund
may create additional Portfolios and classes of shares.

The shares of each Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and have no pre-emptive rights. They 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. 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.

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 the Portfolio. Both Institutional
Class and Institutional Service Class Shares represent an interest in the same
assets of the Portfolio. 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. For information about the Institutional Class
Shares of the Portfolios contact the UAM Funds Service Center.

26
<PAGE>

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund.

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 contacting the UAM Funds Service Cen-
ter.

LITIGATION
The Fund is not involved in any litigation.

27
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
DSI Disciplined Value Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

28
<PAGE>

- --------------------------------------------------------------------------------
APPLICATION INSTITUTIONAL SERVICE CLASS SHARES
- --------------------------------------------------------------------------------
UAM FUNDS

REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798

EXPRESS MAIL: UAM Funds 73
Tremont Street, 9th Floor
Boston, MA 02108-3913

FOR HELP WITH THIS APPLICATION, OR FOR MORE INFORMATION, CALL US TOLL FREE:
1-800-638-7983.
Distributed by UAM Fund Distributors, Inc.

BEFORE YOU COMPLETE THE APPLICATION, PLEASE BE SURE TO READ THE INSTRUCTIONS
----------------------------------------------------------------------------
ON THE REVERSE SIDE.
-------------------

---------------------------------------------------------------------------
Owner's Name: First, Initial, Last
- -
------------------------------
Owner's Social Security Number

---------------------------------------------------------------------------
Joint Owner's Name: First, Initial, Last

- -
------------------------------------
Joint Owner's Social Security Number

Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.

[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan

---------------------------------------------------------------------------
Trustee(s)' Name

---------------------------------------------------------------------------
Name of Trust Agreement

---------------------------------------------------------------------------
Beneficiary's Name

-
-------------------- -----------------------
Taxpayer's ID Date of Trust Agreement

[_] Corporation, Partnership or Other Entity

Type: [_] Corp. [_] Partnership [_] Other

---------------------------------------------------------------------------
Name of Corp. or Other Entity

-
-------------------- [_] Exempt [_] Non-Exempt
Taxpayer ID Number

A Corporate Resolution Form is required.
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------

---------------------------------------------------------------------------
Street or P.O. Box Number

---------------------------------------------------------------------------
City State Zip Code

( ) ( )
------------------------------------- ----------------------------------
Daytime Phone Evening Phone

Citizenship: [_] U.S. [_] Resident- [_] Non-
Alien Resident ---------------
Alien Specify Country
- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------

Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS.
$
- ----------------------------------------------------- ----------
$
- ----------------------------------------------------- ----------
TOTAL $
----------
- --------------------------------------------------------------------------------
4 METHOD OF PAYMENT
- --------------------------------------------------------------------------------
A.[_] Check (payable to UAM Funds) An Account No. will be assigned.

B.[_] This application confirms my prior wire purchase on (date): _____________
I was assigned the following wire reference control number:____________________
- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash
- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.

- --------------------------------------------------------------------------------
Bank Name

- --------------------------------------------------------------------------------
Bank Address

( )
- ---------------------------------------- -----------------------------------
Account Number Bank Phone

- --------------------------------------------------------------------------------
Name(s) in which Account is Registered

- --------------------------------------------------------------------------------
Bank Transit Routing Number (ABA #)
- --------------------------------------------------------------------------------
7 OPTIONAL INFORMATION
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Owner's Occupation Owner's Date of Birth

- --------------------------------------------------------------------------------
Employer's Name

- --------------------------------------------------------------------------------
Employer's Address

- --------------------------------------------------------------------------------
Joint Owner's Occupation Joint Owner's Date of Birth

- --------------------------------------------------------------------------------
Joint Owner's Employer's Name

- --------------------------------------------------------------------------------
Joint Owner's Employer's Address
- --------------------------------------------------------------------------------
8 SIGNATURE(S)
- --------------------------------------------------------------------------------
.I/We have full authority and legal capacity to purchase Fund shares.
.I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.
- --------------------------------------------------------------------------------
.UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (II) THE IRS
HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. (CROSS
OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR
TAX RETURN.)
- --------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

- ------------------------------------------------------ -----------------------
Signature (Owner, Trustee, etc.) Date

- ------------------------------------------------------ -----------------------
Signature (Joint Owner, Co-trustee, etc.) Date

- --------------------------------------------------------------------------------
9 INTERESTED PARTY/BROKER-DEALER
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Name

- --------------------------------------------------------------------------------
Address City State Zip Code
- --------------------------------------------------------------------------------

UAM Funds Service Center
<PAGE>

[1] NEW ACCOUNT APPLICATION. An account can be registered as only one of the
following:

. individual Supply the Social Security Number of the registered account
. joint tenants owner who is to be taxed.

. a trust Supply the Taxpayer Identification Number of the legal entity
. a corporation, or organization that will report income and/or capital gains.
partnership,
organization,
fiduciary

Please check the box that corresponds with the type of account you are opening
and fill in the required information exactly as you wish it to appear on the
account.

[2] YOUR MAILING ADDRESS. Please be sure to provide us with the address at
which you wish to receive your mail.

[3] YOUR INVESTMENT. Please be sure to indicate the total amount invested. For
more than two investments, please attach a separate sheet or an additional
application.

[4] ESTABLISHING YOUR ACCOUNT.
A. Section 4A lets you open your account by check. Your check(s) should be
made payable to UAM Funds. Be sure to enclose your check(s) with this ap-
plication.

All applications are subject to acceptance by UAM Funds.

[5] RECEIVING YOUR DIVIDENDS AND CAPITAL GAINS. Check the distribution option
you prefer. If you do not select an option, all dividends and capital
gains will be reinvested in your account.

[6] TELEPHONE REDEMPTION AND EXCHANGE. Telephone redemption proceeds mailed to
a shareholder will be sent only to the address listed on the account. The
Funds' bank wire feature is available for redeeming out of your Fund ac-
count to your bank account. Be sure to check with your bank for proper
wiring instructions. The Funds require the transit/routing number of your
bank or its correspondent if your bank is unable to receive wires directly.
Please complete Section 6 to add the bank wire feature.

Telephone exchanges may be made only if a Fund holds all share certificates
and if the registration of the two accounts will be identical.

[7] EMPLOYMENT INFORMATION. It is required by the National Association of Se-
curities Dealers, Inc. to request this information.

[8] YOUR SIGNATURE(S). Please be sure to sign this application. If the account
is registered in the name of:

.an individual, the individual should sign

.joint tenants, both should sign

.a trust or other fiduciary, the fiduciary or fiduciaries should sign
(please indicate capacity)

.a corporation or other organization, an officer should sign (please indi-
cate corporate office or title)

[9] INTERESTED PARTY/BROKER-DEALER. In addition to the account statement sent
to your registered address, you may also have a monthly consolidated
statement mailed to up to ten (10) interested parties. You may add a sheet
with additional interested party names and addresses. This section should
also be completed if you are investing through a Broker-Dealer.

--IMPORTANT--

REGULAR MAIL: UAM Funds
P.O. Box 2798
Boston, MA 02208-2798

EXPRESS MAIL: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913

MORE QUESTIONS? Call a representative of UAM Funds at 1-800-638-7983.
<PAGE>

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

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

PROSPECTUS

, 1997
<PAGE>

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

POST-EFFECTIVE AMENDMENT NO. 49

PART B

The following Statement of Additional Information is included in this Post-
Effective Amendment No. 49:

. Sirach Bond Portfolio Institutional Class Shares and Institutional
Service Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 47 filed on June 4, 1997:

. NWQ Portfolios Institutional Class Shares and
. NWQ Portfolios Institutional Service Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 46 filed on May 30, 1997:

. Rice, Hall, James Portfolios Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 45 filed on February 5, 1997:

. TS&W Portfolios Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 44 filed on January 24, 1997:

. McKee Portfolios Institutional Class Shares

The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 43 filed on January 3, 1997:

. Acadian Portfolios Institutional Class Shares
. C&B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares and DSI Disciplined
Value Portfolio Institutional Service Class Shares
. FMA Small Company Portfolio Institutional Class Shares and
Institutional Service Class Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional Class
Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares and Sirach
Strategic Balanced, Growth, Special Equity and Equity Portfolios
Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares and
Institutional Service Class Shares

<PAGE>

PART B
UAM FUNDS
- --------------------------------------------------------------------------------
SIRACH BOND PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION -- ________, 1997

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 Bond Portfolio's Institutional Class Shares dated ____________, 1997 and
the Prospectus relating to the Sirach Bond Portfolio's Institutional Service
Class Shares (the "Service Class Shares") dated ________, 1997. To obtain a
Prospectus, please call the UAM Funds Service Center at 1-800-638-7983.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
Investment Objective and Policies..................................... 2

Purchase and Redemption of Shares..................................... 2

Shareholder Services.................................................. 3

Investment Limitations................................................ 4

Management of the Fund................................................ 5

Investment Adviser.................................................... 6

Service and Distribution Plans........................................ 7

Portfolio Transactions................................................ 9

Administrative Services............................................... 9

Performance Calculations.............................................. 9

General Information................................................... 11

Appendix A - Description of Securities and Ratings.................... A-1

Appendix B - Comparison Publications, Indices and Averages............ B-1
</TABLE>

Investment Adviser
Sirach Capital Management, Inc. (Adviser)

Distributor
UAM Fund Distributors, Inc. (Distributor)

Administrator and Transfer Agent
UAM Fund Services, Inc. (FSI)
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the investment objective and policies of the
Sirach Bond Portfolio (the "Portfolio") as set forth in the Portfolio's
Prospectuses:

LENDING OF SECURITIES

The 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 "SEC") 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 in the Prospectus.

SHORT-TERM INVESTMENTS

The Portfolio may invest in 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 the Portfolio, and time deposits maturing
from two business days through seven calendar days will not exceed 15% of the
total assets of the 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 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).

PURCHASE AND REDEMPTION OF SHARES

Both classes of shares of the Portfolio may be purchased without a sales
commission at the Net Asset Value per Share (NAV) next determined after an order
is received in proper form by the Fund and payment is received by the Fund's
Custodian. 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: Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and
New Year's Day.

The Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgment 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.

The 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 SEC. (2)
during any period when an emergency exists as defined by the rules of the SEC 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

2
<PAGE>

assets, and (3) for such other periods as the SEC may permit. The Fund has made
an election with the SEC to pay in cash all redemptions requested by any
shareholder of record limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the net assets of the Fund at the beginning of such period.
Such commitment is irrevocable without the prior approval of the SEC.
Redemptions in excess of the above limits may be paid, in whole or in part, in
investment securities or in cash as the 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 Portfolio for redemptions. Any redemption may be more
or less than the shareholder's initial cost depending on the market value of the
securities held by the Portfolio.

SIGNATURE GUARANTEES

To protect your account, the Fund and Chase Global Funds Services Company
("CGFSC") from fraud, signature guarantees are required for (1) redemptions
where the proceeds are to be sent to someone other than the registered
shareowner(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, and as
further described in the Portfolio's Prospectuses. The signature guarantee must
appear either: (1) on the written request for redemption; (2) on a separate
instrument for assignment ("stock power") which should specify the total
number of shares to be redeemed; or (3) on all stock certificates tendered for
redemption and, if shares held by the Fund are also being redeemed, on the
letter or stock power.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

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 qualified for sale in a
shareholder's state of residence. Any such exchange will be based on the
respective NAVs 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.

Neither the Fund nor CGFSC will be responsible for the authenticity of the
exchange instructions received by telephone. Exchanges may also be subject to
limitations as to amounts or frequency and to other restrictions established by
the Board of Directors to assure that such exchanges do not disadvantage the
Fund and its shareholders.

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

TRANSFER OF SHARES

Shareholders may transfer shares 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 "Purchase and

3
<PAGE>

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. The Portfolio's following fundamental investment limitations
cannot be changed without approval by a "majority of the outstanding shares" (as
defined in the 1940 Act) of the Portfolio. The 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 33 1/3% of the Portfolio's total assets (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 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 the 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 SEC
thereunder; and

(8) underwrite the securities of other issuers;

(9) issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Portfolio from (i) making
any permitted borrowings, mortgages or pledges, or (ii) entering into
repurchase transactions;

The following limitations are non-fundamental policies of the Portfolio. The
Portfolio 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;

4
<PAGE>

(c) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 33% of its total assets at fair market value;

(d) invest more than an aggregate of 15% of the net assets of the Portfolio
determined at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there are no
readily available markets, including repurchase agreements having
maturities of more than seven days; and

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

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The Officers of the Fund manage its day-to-day operations and are responsible
to the Fund's Board of Directors. The Directors set broad policies for the Fund
and elect its Officers. The following is a list of the Directors and Officers of
the Fund and a brief statement of their present positions, date of birth,
address and principal occupations during the past five years. Those people who
are "interested persons" of the Fund, as that term is defined in the 1940 Act,
are indicated by an asterisk (*). As of July 31, 1997, the Directors and
officers of the Fund owned less than 1% of the Fund's outstanding shares.

John T. Bennett, Jr. (1/26/29), Director; College Road--RFD 3, Meredith, NH
03253; President of Squam Investment Management Company, Inc. and Great Island
Investment Company, Inc.; President of Bennett Management Company from 1988 to
1993.

Nancy J. Dunn (8/14/51), Director; 10 Garden Street, Cambridge, MA 02138; Vice
President for Finance and Administration and Treasurer of Radcliffe College
since 1991.

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

William A. Humenuk (4/21/42), Director; 4000 Bell Atlantic Tower, 1717 Arch
Street, Philadelphia, PA 19103; Partner in the Philadelphia office of the law
firm Dechert Price & Rhoads; Director, Hofler Corp.

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

Charles H. Salisbury, Jr.* (8/24/40), Director; One International Place,
Boston, MA 02111; Executive Vice President of United Asset Management
Corporation; formerly an executive officer and Director of T. Rowe Price and
President and Chief Investment Officer of T. Rowe Price Trust Company.

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

William H. Park* (9/19/47), Vice President; One International Place, Boston, MA
02110; Executive Vice President and Chief Financial Officer of United Asset
Management Corporation.

Gary L. French* (7/4/51), Treasurer; 211 Congress Street, Boston, MA 02110;
President of UAM Fund Services, Inc. and UAM Fund Distributors, Inc.; Vice
President of Operations, Development and Control of Fidelity Investments in
1995; Treasurer of the Fidelity Group of Mutual Funds from 1991 to 1995.

5
<PAGE>

Michael E. DeFao* (2/28/68), Secretary; 211 Congress Street, Boston, MA 02110;
Vice President and General Counsel of UAM Fund Services, Inc. and UAM Fund
Distributors, Inc., Associate Attorney of Ropes & Gray (a law firm) from 1993 to
1995.

Robert R. Flaherty* (9/18/63), Assistant Treasurer; 211 Congress Street,
Boston, MA 02110; Vice President of UAM Fund Services, Inc.; formerly Manager of
Fund Administration and Compliance of Chase Global Funds Services Company from
1995 to 1996; Senior Manager of Deloitte & Touche LLP from 1985 to 1995.

Karl O. Hartmann* (3/7/55), Assistant Secretary; 73 Tremont Street, Boston, MA
02108; Senior Vice President and General Counsel of Chase Global Funds Services
Company.

Gordon M. Shone* (7/30/56), Assistant Treasurer; 73 Tremont Street, Boston, MA
02108; Vice President of Fund Administration and Compliance of Chase Global
Funds Services Company; formerly Senior Audit Manager of Coopers & Lybrand LLP
from 1983 to 1993.

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
$4,950 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 and
reimbursement for travel and other expenses incurred while attending Board
meetings. Directors who are also officers or affiliated persons receive no
remuneration for their service as Directors. The Fund's officers and employees
are paid by either the Adviser, United Asset Management Corporation ("UAM"),
the Administrator or CGFSC 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, 1996.

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

Total
Pension or Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex
Position From Registrant Fund Expenses Retirement Paid to Directors
-------- --------------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr... $25,463 0 0 $30,500
Director

J. Edward Day......... $25,463 0 0 $30,500
Former Director

Philip D. English..... $25,463 0 0 $30,500
Director

William A. Humenuk.... $25,463 0 0 $30,500
Director
</TABLE>

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 47 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

6
<PAGE>

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.

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, City of
Seattle 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.

ADVISORY FEES

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

Sirach Bond Portfolio.............................................0.35%

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolio's Service Class Shares Prospectus, 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 NAV 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; (c) opening and closing
accounts; (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.

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

7
<PAGE>

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 by 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.

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

8
<PAGE>

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 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 Conduct Rules relating to investment company sales charges. The Fund and the
Distributor intend to operate in compliance with these rules.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the brokers
or dealers that will execute the purchases and sales of investment securities
for the Portfolio and direct the Adviser to use its best efforts to obtain the
best execution with respect to all transactions for the Portfolio. In doing so,
the Portfolio may pay higher commission rates than the lowest rate available
when the Adviser believes it is reasonable to do so in light of the value of the
research, statistical, and pricing services provided by the broker effecting the
transaction. It is not the 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, 1994, 1995 and 1996, the entire Fund
paid brokerage commissions of approximately $2,402,000, $2,983,000 and
$2,887,884, respectively.

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

ADMINISTRATIVE SERVICES

As stated in the Prospectuses, the Board of Directors of the Fund approved a
new Fund Administration Agreement between UAM Funds Services, Inc., a wholly
owned subsidiary of UAM, and the Fund. The Fund's Directors also approved a
Mutual Fund Services Agreement between FSI and CGFSC. The services provided by
FSI and CGFSC and the basis of the fees payable by the Fund under the Fund
Administration Agreement are described in the Portfolio's Prospectuses. Prior to
April 15, 1996, CGFSC 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. The basis of the fees paid
to CGFSC for the most recent fiscal period to April 14, 1996 was as follows: the
Fund paid a monthly fee for its services which on an annualized basis equaled
0.20% of the first $200 million in combined assets; plus 0.12% of the next $800
million in combined assets; plus 0.08% on assets over $1 billion but less than
$3 billion; plus 0.06% on assets over $3 billion. The fees were allocated among
the Portfolios on the basis of their relative assets and were subject to a
designated minimum fee schedule per Portfolio, which ranged 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.

Performance quotations by investment companies are subject to rules adopted by
the SEC, 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 SEC. Total return quotations used by
each class of the Fund are based on the standardized methods

9
<PAGE>

of computing performance mandated by the SEC. 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 Portfolio bear additional
service and distribution expenses, the average annual total return of the
Service Class Shares of the Portfolio will generally be lower than that of the
Institutional Class Shares of the Portfolio.

Total Return is calculated according to the following formula:

P(1 + T)/n/= ERV

where:

P= a hypothetical initial payment of $1,000
T= average annual total returnn
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).

Shares of the Portfolio have not been offered for sale as of the date of this
SAI. Accordingly, no total return figures are available.

YIELD
- -----

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

Yield is obtained using the following formula:

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

where:

a= dividends and interest earned during the period
b= expenses accrued for the period (net of reimbursements)
c= the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d= the maximum offering price per share on the last day of the period.

Shares of the Portfolio have not been offered for sale as of the date of this
SAI. Accordingly, no yield figures are available.

10
<PAGE>

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. Please
see Appendix B for publications, indices and averages which may be used.

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 a
Portfolio to calculate its performance. In addition, there can be no assurance
that a Portfolio 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. The Directors of the
Fund may create additional Portfolios and classes of shares at a future date.

Both classes of shares of each Portfolio of the Fund, 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 NAV 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

11
<PAGE>

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
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.

12
<PAGE>

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

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

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

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

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

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

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

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

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

Standard & Poor's Corporation Corporate Bond Ratings:

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

A-1
<PAGE>

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

A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

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

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

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

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

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

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

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

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

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

III. DESCRIPTION OF COMMERCIAL PAPER

The 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

A-2
<PAGE>

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 Portfolio's investment in variable amount
master demand notes, the Adviser's investment management staff will monitor, on
an ongoing basis, the earning power, cash flow and other liquidity ratios of the
issuer and the borrower's ability to pay principal and interest on demand.

Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) long-term senior
debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating assignment by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of 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 Portfolio is 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.

A-3
<PAGE>

APPENDIX B - COMPARISON PUBLICATIONS, INDICES AND AVERAGES

(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) Standard & Poor's 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) Salomon Brothers 3-Month Treasury Bill Index -- is a return equivalent
of yield averages of the last three 3-Month Treasury Bill issues.

(m) 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

B-1
<PAGE>

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

(n) 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.

(o) 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.

(p) Lehman Brothers Aggregate Bond 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.

(q) 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.

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

(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; 65% Standard & Poor's
500 Stock Index and 35% Salomon Brothers High Grade Bond Index; 50%
Standard & Poor's Stock Index and 50% Lehman Brothers Aggregate Bond
Index; 50% Standard & Poor's 500 Stock Index and 50% Lehman Brothers
Government/Corporate Index; 45% Standard and Poor's 500 Stock Index,
45% Lehman Brothers Aggregate Bond Index and 10% Salomon Brothers 3-
Month Treasury Bill Index; and 45% Standard and Poor's 500 Stock
Index, 45% Lehman Brothers Government/Corporate Index and 10% Salomon
Brothers 3-Month Treasury Bill 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

B-2
<PAGE>

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) 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.

(aa) Russell 1000 Index - consists of the 1,000 largest securities in the
Russell 3000 Index. This large capitalization (market-oriented) index
represents the universe of stocks from which most active money
managers typically select. The Russell 1000 is highly correlated with
the S&P 500 Index.

(bb) Russell 1000 Growth Index - contains those Russell 1000 securities
with a greater-than-average growth orientation. Securities in this
index tend to exhibit higher price-to-book and price-earnings ratios,
lower dividends and higher forecasted growth values than the Value
universe.

(cc) Russell 1000 Value Index - contains those Russell 1000 securities with
a less-than-average growth orientation. It represents the universe of
stocks from which value managers typically select. Securities in this
index tend to exhibit low price-to-book and price-earnings ratios,
higher dividend yields and lower forecasted growth values than the
Growth universe.

(dd) 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.

(ee) Russell 2000 Growth Index - contains those Russell 2000 securities
with a greater-than-average growth orientation. Securities in this
index tend to exhibit higher price-to-book and price-earnings ratios,
lower dividend yields and higher forecasted growth values than the
Value universe.

(ff) Russell 2000 Value Index - contains those Russell 2000 securities with
a less-than-average growth orientation. Securities in this index tend
to exhibit lower price-to-book and price-earnings ratios, higher
dividend yields and lower forecasted growth values than the Growth
universe.

(gg) Russell 2500 Index - consists of the bottom 500 securities in the
Russell 1000 Index and all 2,000 securities in the Russell 2000 Index,
representing approximately 23% of the Russell 3000 total market
capitalization. This index is a good measure of small to medium-small
stock performance.

(hh) Russell 2500 Growth Index - contains those Russell 2500 securities
with a greater-than-average growth orientation. Securities in this
index tend to exhibit higher price-to-book and price-earnings ratios,
lower dividends and higher forecasted growth values than the Value
universe.

(ii) Russell 2500 Value Index - contains those Russell 2500 securities with
a less-than-average growth orientation. It represents the universe of
stocks from which value managers typically select. Securities in this
index tend to exhibit low price-to-book and price-earnings ratios,
higher dividend yields and lower forecasted growth values than the
Growth universe.

B-3
<PAGE>

(jj) Russell 3000 Index - composed of 3,000 large U.S. securities, as
determined by total market capitalization. This index represents
approximately 98% of the investable U.S. equity market. The largest
security has a market capitalization of approximately $85 billion; the
smallest is approximately $90 million.

B-4
<PAGE>

PART C

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

POST-EFFECTIVE AMENDMENT NO. 49

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(A) FINANCIAL STATEMENTS

Incorporated by reference to Post-Effective Amendment No. 48 (in
Part A) are unaudited "Financial Highlights" for (i) the C&B Equity
Portfolio for Taxable Investors for the period from February 12,
1997 (commencement of operations) to April 30, 1997 and (ii) for
the Sterling Partners' Small Cap Value Portfolio for the period
from January 2, 1997 (commencement of operations) to April 30,
1997.

Incorporated by reference to Post-Effective Amendment No. 46 (in
Part A) are unaudited "Financial Highlights" for the Rice, Hall,
James Small/Mid Cap Portfolio for the period from November 1, 1996
(commencement of operations) to May 30, 1997.

Incorporated by reference to Post-Effective Amendment No. 43 (in
Part A) for the classes of shares listed below are "Financial
Highlights" for the period from the date indicated to the fiscal
year ended October 31, 1996:

Acadian International Equity Portfolio Institutional Class Shares
(March 29, 1993)
Acadian Emerging Markets Portfolio Institutional Class Shares
(June 17, 1993)
C & B Balanced Portfolio Institutional Class Shares
(December 29, 1989)
C & B Equity Portfolio Institutional Class Shares (May 15, 1990)
DSI Disciplined Value Portfolio Institutional Class Shares
(December 12, 1989)
DSI Limited Maturity Bond Portfolio Institutional Class Shares
(December 18, 1989)
DSI Money Market Portfolio Institutional Class Shares
(December 28, 1989)
FMA Small Company Portfolio Institutional Class Shares
(July 31, 1991)
ICM Equity Portfolio Institutional Class Shares (October 1, 1993)
ICM Fixed Income Portfolio Institutional Class Shares
(November 3, 1992)
ICM Small Company Portfolio Institutional Class Shares
(April 19, 1989)
McKee U.S. Government Portfolio Institutional Class Shares
(March 2, 1995)
McKee Domestic Equity Portfolio Institutional Class Shares
(March 2, 1995)
McKee International Equity Portfolio Institutional Class Shares
(May 26, 1994)
NWQ Balanced Portfolio Institutional Class Shares (August 2, 1994)
NWQ Value Equity Portfolio Institutional Class Shares
(September 21, 1994)
NWQ Balanced Portfolio Institutional Service Class Shares
(January 22, 1996)
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
(July 1, 1994)
Sirach Fixed Income Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Growth Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Short-Term Reserves Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Strategic Balanced Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Special Equity Portfolio Institutional Class Shares
(October 2, 1989)
Sirach Equity Portfolio Institutional Class Shares (July 1, 1996)
Sirach Growth Portfolio Institutional Service Class Shares
(March 22, 1996)
Sirach Special Equity Portfolio Institutional Service Class Shares
(March 22, 1996)
SAMI Preferred Stock Income Portfolio Institutional Class Shares
(June 23, 1992)
<PAGE>

Sterling Partners' Balanced Portfolio Institutional Class Shares
(March 15, 1991)
Sterling Partners' Equity Portfolio Institutional Class Shares
(March 15, 1991)
Sterling Partners' Short-Term Fixed Income Portfolio Institutional
Class Shares (February 10, 1992)
TS&W Equity Portfolio Institutional Class Shares (July 17, 1992)
TS&W Fixed Income Portfolio Institutional Class Shares
(July 17, 1992)
TS&W International Equity Portfolio Institutional Class Shares
(December 18, 1992)

Included in Part B:

The following unaudited Financial Statements for the C&B Equity
Portfolio for Taxable Investors and the Sterling Partners' Small
Cap Value Portfolio are incorporated by reference to Post-Effective
Amendment No. 48 filed on June 30, 1997:

(a) Statement of Net Assets as of April 30, 1997;

(b) Statement of Operations for the period ended April 30,
1997;

(d) Financial Highlights as of April 30, 1997; and

(e) Notes to Financial Statements.

The following audited Financial Statements for the NWQ Balanced and
Value Equity Portfolios are incorporated by reference to Post-
Effective Amendment No. 47 filed on June 4, 1997:

(a) Statement of Net Assets as of October 31, 1996;

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

(d) Financial Highlights as of October 31, 1996;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.

The following audited Financial Statements for the Rice, Hall,
James Small Cap Portfolio are also incorporated by reference to
Post-Effective Amendment No. 46 filed on May 30, 1997:

(a) Statement of Net Assets as of October 31, 1996;

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

(d) Financial Highlights as of October 31, 1996;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.
<PAGE>

The following unaudited Financial Statements for the Rice, Hall,
James Small/Mid Cap Portfolio are also incorporated by reference to
Post-Effective Amendment No. 46 filed on May 30, 1997:

(a) Statement of Net Assets as of April 30, 1997;

(b) Statement of Operations for the period ended April 30,
1997;

(d) Financial Highlights as of April 30, 1997; and

(e) Notes to Financial Statements.

The audited October 31, 1996 Financial Statements for the following
Portfolios are also incorporated by reference to Post-Effective
Amendment No. 45 filed on February 5, 1997:

TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

The audited October 31, 1996 Financial Statements for the following
Portfolios are also incorporated herein by reference to Post-
Effective Amendment No. 44 filed on January 24, 1997:

McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

The audited October 31, 1996 Financial Statements for the following
Portfolios are also incorporated herein by reference to the Annual
Reports for the Fund each dated October 31, 1996, filed
electronically pursuant to Section 30(b)(2) of the Investment
Company Act of 1940, as amended, (Accession Number: 0000950109-96-
008722):

Acadian International Equity Portfolio
Acadian Emerging Markets Portfolio
C & B Balanced Portfolio
C & B Equity Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Strategic Balanced Portfolio
Sirach Special Equity Portfolio
Sirach Equity Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
<PAGE>

Sterling Partners' Short-Term Fixed Income Portfolio

The Financial Statements for the above-referenced Portfolios for
the time periods set forth in each Portfolio's Annual Report dated
October 31, 1996 include:

(a) Statement of Net Assets as of October 31, 1996;

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

(d) Financial Highlights as of October 31, 1996;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.
<PAGE>

(B) EXHIBITS

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

<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- ------------------------
<S> <C> <C>
1. Articles of Incorporation PEA#37
A. Amendments PEA#37
B. Articles Supplementary PEA#37, PEA#41, PEA#42, PEA#44,
PEA#45, PEA#47, Filed herewith.

2. By-Laws Pre EA

3. Voting Trust Agreement Not Applicable

4. Specimen of Securities PEA #1, PEA #2, PEA #12, PEA #13,
PEA #16, PEA #19, PEA #21, PEA
#24, PEA# 25, PEA#33, PEA#37,
PEA#39, PEA#40, PEA#41, PEA#42,
PEA#45, PEA#47, Filed herewith.

5. Investment Advisory Agreements RS, Pre EA, PEA #1, PEA #2, PEA
#5, PEA #7, PEA #12, PEA #13, PEA
#16, PEA #19, PEA #21, PEA #24,
PEA# 25, PEA#31, PEA#33, PEA#37,
PEA#40, PEA#41, PEA#42, PEA#44,
PEA#45, PEA#47, Filed herewith.

6. A. Distribution Agreement PEA #2

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

C. Distribution Agreement between UAM Fund
Distributors, Inc. and UAM Funds, Inc. Filed herewith.

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

8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA#2
C. Global Custody Agreement PEA#44
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- ------------------------
<S> <C> <C>
9. Other Material Contracts
A. Fund Administration
Agreement between UAM
Funds, Inc. and UAM Fund
Services, Inc. PEA#40

B. Mutual Funds Service Agreement
between UAM Fund Services, Inc. and
Chase Global Funds Services Company PEA#40, Filed herewith.

10. Opinion and Consent of Counsel Pre EA

11. Other Opinions and Consents
A. Consent of Independent Accountants
with respect to 1996 Annual Reports PEA#43

B. Consent of Independent Accountants
with respect to 1996 Annual Report
for the McKee Portfolios PEA#44

C. Consent of Independent Accountants
with respect to 1996 Annual Report
for the TS&W Portfolios PEA#45

D. Consent of Independent Accountants
with respect to 1996 Annual Report
for the Rice, Hall, James Small Cap
Portfolio PEA#46

E. Consent of Independent Accountants
with respect to 1996 Annual Report
for the NWQ Portfolios PEA#47

F. Consent of Independent Accountants PEA#48

G. Consent of Independent Accountants Filed herewith.

12. Other Financial Statements
A. 1996 Annual Reports PEA#43

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

14. Model Retirement Plans Not Applicable
</TABLE>
<PAGE>

INCORPORATED BY
EXHIBIT REFERENCE TO (LOCATION):
------- ------------------------
<S> <C> <C>

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

16. Performance Quotation Schedules
for the period ended:

A. October 31, 1996 PEA#43
B. October 31, 1996 (for McKee Portfolios) PEA#44
C. October 31, 1996 (for TS&W Portfolios) PEA#45
D. October 31, 1996 (for Rice, Hall, James
Small Cap Portfolio) and April 30, 1997
(for Rice, Hall, James Small/Mid Cap
Portfolio) PEA#46
E. October 31, 1996 (for NWQ Portfolios) PEA#47
F. April 30, 1997 (for C&B Equity Portfolio
for Taxable Investors) PEA#48
G. April 30, 1997 (for Sterling Partners'
Small Cap Value Portfolio) PEA#48

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

24. Powers of Attorney PEA #5, PEA #8, PEA#35
PEA#48

27. Financial Data Schedules
for the period ended:

A. October 31, 1996 PEA #43
B. October 31, 1996 (for McKee Portfolios) PEA #44
C. October 31, 1996 (for TS&W Portfolios) PEA #45
D. October 31, 1996 (for Rice, Hall, James
Small Cap Portfolio) and April 30, 1997
(for Rice, Hall, James Small/Mid Cap
Portfolio) PEA#46
E. October 31, 1996 (for NWQ Portfolios) PEA#47
F. April 30, 1997 (for C&B Equity Portfolio
for Taxable Investors) PEA#48
G. April 30, 1997 (for Sterling Partners'
Small Cap Value Portfolio) PEA#48

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (MAY 30, 1997).
<S> <C>

Acadian Emerging Markets Portfolio Institutional Class
Shares................................................... 39
Acadian International Equity Portfolio Institutional
Class Shares............................................. 16
C&B Balanced Portfolio Institutional Class Shares......... 49
C&B Equity Portfolio Institutional Class Shares........... 192
C&B Equity Portfolio for Taxable Investors Institutional
Class Shares............................................. 12
DSI Disciplined Value Portfolio Institutional Class Shares 81
DSI Disciplined Value Portfolio Institutional Service
Class Shares............................................. 2
DSI Limited Maturity Bond Portfolio Institutional Class
Shares................................................... 41
DSI Money Market Portfolio Institutional Class Shares..... 90
FMA Small Company Portfolio Institutional Class Shares.... 55
ICM Equity Portfolio Institutional Class Shares........... 106
ICM Fixed Income Portfolio Institutional Class Shares..... 37
ICM Small Company Portfolio Institutional Class Shares.... 360
McKee Domestic Equity Portfolio Institutional Class Shares 32
McKee International Equity Portfolio Institutional Class
Shares................................................... 40
McKee U.S. Government Portfolio Institutional Class Shares 29
NWQ Balanced Portfolio Institutional Class Shares......... 22
NWQ Balanced Portfolio Institutional Service Class Shares. 22
NWQ Value Equity Portfolio Institutional Class Shares..... 28
Rice, Hall, James Small Cap Portfolio Institutional Class
Shares................................................... 365
Rice, Hall, James Small/Mid Cap Portfolio Institutional
Class Shares............................................. 85
SAMI Preferred Stock Income Portfolio Institutional Class
Shares................................................... 29
Sirach Equity Portfolio Institutional Class Shares........ 41
Sirach Fixed Income Portfolio Institutional Class Shares.. 47
Sirach Growth Portfolio Institutional Class Shares........ 137
Sirach Growth Portfolio Institutional Service Class Shares 13
Sirach Short-Term Reserves Portfolio Institutional Class
Shares................................................... 34
Sirach Special Equity Portfolio Institutional Class Shares 192
Sirach Special Equity Portfolio Institutional Service
Class Shares............................................. 8
Sirach Strategic Balanced Portfolio Institutional Class
Shares................................................... 76
Sirach Strategic Balanced Portfolio Institutional Service
Class Shares............................................. 3
Sterling Partners' Balanced Portfolio Institutional Class
Shares................................................... 138
Sterling Partners' Equity Portfolio Institutional Class
Shares................................................... 115
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Class Shares............................... 32
Sterling Partners' Small Cap Portfolio Institutional
Class Shares............................................. 85
TS&W Equity Portfolio Institutional Class Shares.......... 264
TS&W Fixed Income Portfolio Institutional Class Shares.... 171
TS&W International Equity Portfolio Institutional Class
Shares................................................... 387
C&B Mid Cap Equity Portfolio Institutional Class Shares*.. 0
McKee Small Cap Equity Portfolio Institutional Class
Shares*.................................................. 0
NWQ Value Equity Portfolio Institutional Service Class
Shares *................................................. 0
Sirach Equity Portfolio Institutional Service Class
Shares*.................................................. 0
Sterling Partners' Balanced Portfolio Institutional
Service Class Shares*.................................... 0
Sterling Partners' Equity Portfolio Institutional Service
Class Shares*............................................ 0
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Service Class Shares*...................... 0
TS&W Balanced Portfolio Institutional Class Shares*....... 0
</TABLE>
<PAGE>

<TABLE>
<S> <C>
-------
TOTAL.................................................... 3,473
</TABLE>

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

ITEM 27. INDEMNIFICATION

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

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

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

Acadian Asset Management, Inc.

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

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

Cooke & Bieler, Inc.

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

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

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

Dewey Square Investors Corporation

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

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

Fiduciary Management Associates, Inc.

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

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

Investment Counselors of Maryland, Inc.

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

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

C.S. McKee & Company, Inc.

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

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

NWQ Investment Management Company

Listed below are the executive officers and directors of NWQ Investment
Management Company, Inc. ("NWQ"). The business address of NWQ is 2049
Century Park East - 4th Floor, Los Angeles, California 90067. No officer or
director of NWQ has any other affiliation with the Registrant.

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

Rice, Hall, James & Associates

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

Samuel R. Trozzo, Chairman and Portfolio Manager
Thomas W. McDowell, Director, President, Chief Executive Officer
and Portfolio Manager

<PAGE>

Walter H. Beck, Director and Partner
Charles G. King, Partner and Portfolio Manager
Gary S. Rice, Partner and Portfolio Manager
David P. Tessmer, Director, Partner and Portfolio Manager
Timothy A. Todaro, Partner and Portfolio Manager
Mitchell S. Little, Partner
Michelle P. Connell, Partner and Portfolio Manager
James Dickinson, Partner and Portfolio Manager
Patricia A. Urbonya, Partner and Operations Manager

Sirach Capital Management, Inc.

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

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

Spectrum Asset Management, Inc.

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

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

Sterling Capital Management Company

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

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

K. Lee Carter, Vice President
Mary Weeks Fountain, Vice President
Esther L. Glenn, Vice President
Robert W. Bridges, Vice President
Anthony T. Corallo, Vice President

Thompson, Siegel & Walmsley, Inc.

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

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

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

ITEM 29. PRINCIPAL UNDERWRITERS

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

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

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 3(a) under
the Investment Company Act of 1940, as amended (the "1940 Act") and rules
promulgated thereunder will be maintained in the physical possession of the
Registrant, the Registrant's Advisers, the Registrant's Sub-Transfer and Sub-
Administrative Agent (Chase Global Funds Services Company, 73 Tremont Street,
Boston, Massachusetts 02108) and the Registrant's Custodian Bank (The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245.)

ITEM 31. MANAGEMENT SERVICES

Not applicable.
<PAGE>

ITEM 32. UNDERTAKINGS

(a) Not applicable

(b) (i) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the Sirach Bond Portfolio within four to six months of the
effective date of such Portfolio or the commencement of operations of the
Portfolio, whichever is later.

(ii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the NWQ Special Equity Portfolio and NWQ Small Cap Value
Portfolio within four to six months of the effective date of such Portfolios
or the commencement of operations of the Portfolios, whichever is later.

(iii) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the TS&W Balanced Portfolio within four to six months of the
effective date of such Portfolio or the commencement of operations of the
Portfolio, whichever is later.

(iv) Registrant undertakes to file a post-effective amendment
containing reasonably current financial statements, which need not be
certified, for the McKee Small Cap Equity Portfolio within four to six months
of the effective date of such Portfolio or the commencement of operations of
the Portfolio, whichever is later.

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston and
Commonwealth of Massachusetts on the 8th day of August, 1997.

UAM FUNDS, INC.

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

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

* ,Chairman and President August 8, 1997
-------------------------
Norton H. Reamer

* , Director August 8, 1997
------------------------
John T. Bennett, Jr.

* , Director August 8, 1997
-------------------------
Nancy J. Dunn

* , Director August 8, 1997
-------------------------
Philip D. English

* , Director August 8, 1997
-------------------------
William A. Humenuk

* , Director August 8, 1997
-------------------------
Peter M. Whitman, Jr.

* , Director August 8, 1997
-------------------------
Charles H. Salisbury

/s/ Gary L. French , Treasurer and Principal August 8, 1997
------------------------- Financial and Accounting
Gary L. French Officer

/s/ Karl O. Hartmann August 8, 1997
-------------------------
* Karl O. Hartmann
(Attorney-in-Fact)

</TABLE>
<PAGE>

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

FILE NOS. 811-5683/33-25355

POST-EFFECTIVE AMENDMENT #49

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
<S> <C>
EX-1 Articles Supplementary

EX-4 Form of Specimen of Securities

EX-5 Form of Investment Advisory Agreement

EX-6 (C) Distribution Agreement between UAM Fund
Distributors, Inc. and UAM Funds, Inc.

EX-9 (B) Mutual Funds Service Agreement between UAM Fund
Services, Inc. and Chase Global Funds Services
Company
EX-11 Consent of Independent Accountants
</TABLE>

<PAGE>

Exhibit 1

UAM FUNDS, INC.

ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

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

FIRST: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation, at
a meeting called for such purpose on June 19, 1997, adopted these Articles
Supplementary classifying or reclassifying unissued shares of the Common Stock
of the Corporation.

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

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

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

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

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

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

FOURTH: The Institutional Class Shares and Institutional Service
Class Shares of the Sirach Bond Portfolio so classified and allocated shall have
all the rights and privileges as set forth in the Articles of Incorporation of
the Corporation, including such priority in the assets and liabilities of such
series as may be provided in such Articles.

FIFTH: The Institutional Class Shares and Institutional Service Class
Shares of the Sirach Bond Portfolio have been classified and reclassified by the
Board of Directors pursuant to the authority contained in the Articles of
Incorporation of the Corporation.

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

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Acadian Emerging Markets Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Acadian International Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
</TABLE>
<PAGE>

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
C & B Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
C & B Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
C & B Equity Portfolio for Taxable Investors
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
C & B Mid Cap Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
DSI Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
DSI Disciplined Value Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
DSI Limited Maturity Bond Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
DSI Money Market Portfolio
. Institutional Class Shares.......................................................400,000,000
. Institutional Service Class Shares................................................10,000,000
FMA Small Company Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
ICM Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
ICM Fixed Income Portfolio
. Institutional Class Shares........................................................50,000,000
. Institutional Service Class Shares................................................10,000,000
ICM Small Company Portfolio
. Institutional Class Shares........................................................50,000,000
. Institutional Service Class Shares................................................10,000,000
McKee Domestic Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
McKee U.S. Government Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
McKee International Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
</TABLE>
<PAGE>

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
McKee Small Cap Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
NWQ Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
NWQ Value Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
NWQ Small Cap Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
NWQ Special Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Rice, Hall, James Small Cap Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Rice, Hall, James Small/Mid Cap Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
SAMI Preferred Stock Income Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Strategic Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Fixed Income Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Growth Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Bond Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Short-Term Reserves Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sirach Special Equity Portfolio
. Institutional Class Shares........................................................50,000,000
. Institutional Service Class Shares................................................10,000,000
</TABLE>
<PAGE>

Total Number of
Name of Series Shares Allocated
- -------------- ----------------
<S> <C>
Sterling Partners' Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sterling Partners' Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sterling Partners' Short-Term Fixed Income Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
Sterling Partners' Small Cap Value Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
TS&W International Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
TS&W Equity Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
TS&W Fixed Income Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
TS&W Balanced Portfolio
. Institutional Class Shares........................................................25,000,000
. Institutional Service Class Shares................................................10,000,000
</TABLE>

IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 19th day of
June, 1997.

UAM FUNDS, INC.

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

Attest:

by: /s/ Michael E. DeFao
----------------------------
Michael E. DeFao
Secretary
<PAGE>

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

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

<PAGE>

Exhibit 4
---------

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
SIRACH BOND PORTFOLIOS
INSTITUTIONAL CLASS SHARES

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

CUSIP #:

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

IS THE OWNER OF

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

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

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK
SUB-TRANSFER AGENT

/s/ Norton H. Reamer /s/ Gary L. French BY
PRESIDENT TREASURER AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS, INC.

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

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

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

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

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

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

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

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

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
SIRACH BOND PORTFOLIOS
INSTITUTIONAL SERVICE CLASS SHARES

TOTAL AUTHORIZED ISSUE
10,000,000 SHARES PAR VALUE ($.001) EACH

CUSIP #:

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

IS THE OWNER OF

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

DATED: COUNTERSIGNED AND REGISTERED
THE CHASE MANHATTAN BANK
SUB-TRANSFER AGENT

/s/ Norton H. Reamer /s/ Gary L. French BY
PRESIDENT TREASURER AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS, INC.

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

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

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

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

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

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

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

<PAGE>

Exhibit 5
---------

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS, INC.
SIRACH BOND PORTFOLIO

AGREEMENT made this ________ day of __________, 1997 by and between
UAM Funds, Inc., a Maryland corporation, (the "Fund") and Sirach Capital
Management Company, a Washington corporation, (the "Adviser").

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

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

3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.35%.
----

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

4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,

2
<PAGE>

equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.

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

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

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

8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
agents, shareholders or

3
<PAGE>

otherwise; and the Adviser (or any successor) is or may be interested in the
Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Articles of Incorporation and the
provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of _______, 1999
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

4
<PAGE>

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

10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio, for changes or
amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law.

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this _____ day of ______, 1997.

SIRACH CAPITAL MANAGEMENT COMPANY UAM FUNDS, INC.

By By
----------------------------- -----------------------------
Boyd E. Sharp, Jr. Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit 6(c)
------------

DISTRIBUTION AGREEMENT

BETWEEN

UAM FUND DISTRIBUTORS, INC.

AND

UAM FUNDS, INC.

THIS AGREEMENT entered into the 20th day of June, 1996, by and
between UAM FUNDS, INC., a Maryland corporation with an office located at 73
Tremont Street, Boston, Massachusetts 02108 (the "Fund"), and UAM FUND
DISTRIBUTORS, INC., a Massachusetts corporation with its principal office
located at 211 Congress Street, Boston, Massachusetts 02110 (the "Distributor").

W I T N E S S E T H :
---------------------

In consideration of the mutual covenants and agreements of the
parties hereto, the parties intending to be bound, mutually covenant and agree
with each other as follows:

1. The Fund hereby appoints the distributor as agent of the Fund to
effect the sale and public distribution of shares of the capital stock of the
Fund.

2. The Fund shall compensate the distributor for its services
rendered pursuant to the Fund's Rule 12b-1 Distribution Plan as adopted by
various portfolios or classes of the portfolios of the Fund pursuant to
Investment Company Act Rule 12b-1, a copy of which, as presently in force, is
attached hereto.

3. The Distributor shall be the agent for the Fund for the sale of
its shares either through dealers or otherwise and the Fund agrees that it will
not sell any shares to any person except to fill orders for the shares received
through the distributor; provided, however, that the foregoing shall not apply:
(a) to shares issued or sold in connection with the merger or consolidation of
any other investment company with the Fund or the acquisition by purchase or
otherwise of all or substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company by the Fund; (b)
to shares which may be offered by the Fund to its stockholders for reinvestment
of cash distributed from capital gains or net investment income of the Fund; (c)
to shares which may be issued to shareholders of a series of the Fund who
exercise any exchange privilege set forth in a Prospectus of the Fund; (d) to
shares issued to existing stockholders as the result of a stock split; (e) to
shares which the Fund otherwise may issue directly to registered stockholders
pursuant to authority of its Board of Directors; or (f) shares sold in any
jurisdiction in which the Distributor is not registered as a broker-dealer.

4. The Fund hereby authorizes the Distributor to sell its shares in
accordance with the following schedule of prices:

The applicable price will be the respective public offering price
applicable to each portfolio of the Fund or class of a Portfolio of the Fund
next effective after receipt and acceptance by the Fund

-1-
<PAGE>

of a proper offer to purchase, determined in accordance with the Articles of
Incorporation, By-Laws, Registration Statement and Prospectus for the portfolios
and classes of portfolios of the Fund.

5. Orders for the purchase of shares placed by the Distributor
shall be subject to the provisions of paragraphs (f) and (g) of Section 26 of
the Rules of Fair Practice of the NASD, the provisions of which are hereby
incorporated by reference.

6. The Fund agrees to prepare and file registration statements with
the Securities and Exchange Commission and the Securities Departments of various
states and other jurisdictions in which the shares may be offered, at its own
expense, and do such other things and to take such other actions as may be
mutually agreed upon by and between the parties as shall be reasonably necessary
in order to effect the registration and the sale of the Fund's shares. The
Distributor shall cooperate with the Fund in the preparation and filing of
applications for registration and qualification of the shares under applicable
law.

7. With respect to the apportionment of costs between the Fund and
the Distributor of activities with which both are concerned, the following will
apply:

(a) At its own expense, the Fund shall pay all costs incurred
in the preparation and mailing of the Fund's current Prospectuses, Statements of
Additional Information and reports to stockholders.

(b) The Distributor will pay the costs incurred in printing and
mailing copies of Prospectuses to prospective investors.

(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to prospective investors.

(d) The Distributor will pay the costs of any additional copies
of Fund financial and other reports and other Fund literature supplied to the
Distributor by the Fund for sales promotion purposes.

8. Normally, the Fund shall not exercise any direction or control
over the time and place of solicitation, the persons to be solicited, or the
manner of solicitation; but the Distributor agrees that solicitations shall be
in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the Registration
Statement, the Prospectuses, the Articles of Incorporation, and By-Laws of the
Fund, and shall not violate any provision of the laws of the United States or
any other jurisdiction to which solicitations are subject, or violate any rule
or regulation promulgated by any lawfully constituted authority to which the
Fund or Distributor may be subject.

9. (a) The Fund appoints and designates the Distributor as agent
of the Fund and the Distributor accepts such appointment as such agent, to
repurchase shares of the Fund in accordance with the provisions of the Articles
of Incorporation and By-Laws of the Fund.

(b) In connection with such redemptions or repurchases the Fund
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price

-2-
<PAGE>

authorized or permitted to be taken or made in accordance with the Investment
Company Act of 1940 and as set forth in the By-Laws and then current
Prospectuses of the Fund.

(c) The authority of the Distributor under this paragraph 9
may, with the consent of the Fund, be redelegated in whole or in part to another
person or firm.

(d) The authority granted in this paragraph 9 may be suspended
by the Fund at any time or from time to time pursuant to the provisions of its
Articles of Incorporation until further notice to the Distributor. The President
or any Vice President of the Fund shall have the power granted by said
provisions. After any such suspension the authority granted to the Distributor
by this paragraph 9 shall be reinstated only by a written instrument executed by
the Fund's President or any Vice President.

10. The Distributor shall keep and maintain adequate records in
respect of its activities which further the sale of shares. The Distributor is
authorized to direct the disposition of monies payable by the Fund pursuant to
the Fund's Rule 12b-1 Plan and, consequently, the Distributor shall provide to
the Fund's Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.

11. The Distributor agrees that it will not place orders for more
shares than are required to fill the requests received by it as agent of the
Fund and that it will expeditiously transmit all such orders to the Fund.

12. (a) This Agreement shall become effective June 20, 1996 and
shall continue in effect for a period of more than one year from its effective
date only as long as such continuance is approved, at least annually, by a vote
of the Board of Directors of the Fund, and of the Directors who are not
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of the Fund's Rule 12b-1 Distribution Plan or in any
agreements related to the Fund's Rule 12b-1 Distribution Plan, cast in person at
a meeting called for the purpose of voting on such Agreement.

(b) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Board of
Directors of the Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Fund's Rule 12b-1
Distribution Plan or in any agreements related to the Fund's Rule 12b-1
Distribution Plan or by vote of a majority of the outstanding voting securities
of the Fund on not more than sixty days' written notice to the Distributor. This
Agreement shall automatically terminate in the event of its assignment by the
Distributor unless the United States Securities and Exchange Commission has
issued an order exempting the Fund and the Distributor from the provisions of
the Investment Company Act of 1940, as amended, which would otherwise have
effected the termination of this Agreement.

13. No amendment to this Agreement shall be executed or become
effective unless its terms have been approved in the manner described in
paragraph 12(a) above for approval of this Agreement.

14. The Fund and the Distributor hereby each agree that all
literature and publicity issued by either of them referring directly or
indirectly to the Fund or to the Distributor

-3-
<PAGE>

shall be submitted to and receive the approval of the Fund and the Distributor
before the same may be used by either party.

15. The Distributor agrees to use its best efforts in effecting the
sale and public distribution of the shares of the Fund and to perform its duties
in redeeming the shares of the Fund, but nothing contained in this Agreement
shall make the Distributor or any of its officers and directors or shareholders
liable for any loss sustained by the Fund or the Fund's officers, directors or
shareholders, or by any other person on account of any act done or omitted to be
done by the Distributor under this Agreement; provided, that nothing herein
contained shall protect the Distributor against any liability to the Fund or to
any of its shareholders to which the Distributor would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties as Distributor or by reason of its reckless disregard of its
obligations or duties as Distributor under this Agreement. Nothing in this
Agreement shall protect the Distributor from any liabilities which it may have
under the Securities Act of 1933 or the Investment Company Act of 1940.

16. As used in this Agreement the terms "interested persons,"
"assignment," and "majority of the outstanding voting securities" shall have the
respective meanings specified in the Investment Company Act of 1940 as now in
effect.

17. This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent such laws are
preempted by the Investment Company Act of 1940.

18. Any notice required to be given hereunder shall be sent via
first class mail to the address of the party as set forth above.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers on the day and year above written.

Attest: UAM FUNDS, INC.

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

Attest: UAM FUND DISTRIBUTORS, INC.

/s/ Gary L. French
- ------------------------------ ----------------------------------
, Secretary Gary L. French, President

-4-

<PAGE>

Exhibit 9(B)
------------

MUTUAL FUNDS SERVICE AGREEMENT

. Sub-Fund administration Services

. Sub-Fund Accounting Services

. Sub-Transfer Agency Services

UAM FUNDS, INC.

June 30, 1997
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

Table of Contents
-----------------

Section/Paragraph Page
- ----------------- ----
<S> <C>

1. Appointment............................................ 1

2. Representations and Warranties......................... 2

3. Delivery of Documents.................................. 3

4. Services Provided...................................... 4

5. Fees; Expenses; Expense Reimbursement.................. 5

6 Proprietary and Confidential Information............... 8

7. Duties, Responsibilities and Limitation of Liability... 8

8. Term................................................... 10

9. Notices................................................ 11

10. Assignability.......................................... 11

11. Waiver................................................. 12

12. Force Majeure.......................................... 12

13. Amendments............................................. 12

14. Severability........................................... 13

15. Governing Law.......................................... 13

Signatures................................................. 13
</TABLE>
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

Table of Contents (continued)
-----------------------------

Section/Paragraph Page
- ----------------- ----
<S> <C>

Schedule A -- Fees and Expenses............................. A-1

Schedule B -- Fund Sub-Administration Services Description.. B-1

Schedule C -- Fund Sub-Accounting Services Description...... C-1

Schedule D -- Sub-Transfer Agency Services Description...... D-1

Schedule E -- Service Quality Standards..................... E-1
</TABLE>
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

AGREEMENT made as of June 30, 1997 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES COMPANY
("Chase"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, UAM Funds, Inc. (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its shares
in several investment portfolios ("Portfolios") and classes of such Portfolios
("Classes");

WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated April 15, 1996
(the "Administration Agreement"); and

WHEREAS, UAMFSI wishes to retain Chase to provide certain fund sub-
administration, sub-accounting and sub-transfer agent services with respect to
the Fund, and Chase is willing to furnish such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. UAMFSI hereby appoints Chase to provide certain fund
sub-administration, sub-accounting and sub-transfer agent services for the Fund,
subject to the supervision of UAMFSI and the Board of Directors of the Fund (the
"Board"), for the period and on the terms set forth in this Agreement. Chase
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 5, of and Schedule A, to
this Agreement.

1
<PAGE>

2. Representations and Warranties.

(a) Chase represents and warrants to UAMFSI that:

(i) Chase is a corporation existing under the laws of
the State of Delaware;

(ii) Chase is duly qualified to carry on its business in
the Commonwealth of Massachusetts;

(iii) Chase is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken
to authorize Chase to enter into and perform this Agreement;

(v) Chase has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) Chase is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934;

(vii) no legal or administrative proceedings have been
instituted or threatened which would impair Chase's ability to perform its
duties and obligations under this Agreement; and

(viii) Chase's entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase.

(b) UAMFSI represents and warrants to Chase that:

(i) UAMFSI is a corporation existing under the laws of
the State of Delaware;

(ii) UAMFSI is duly qualified to carry on its business in
the Commonwealth of Massachusetts;

(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken
to authorize UAMFSI to enter into and perform this Agreement;

(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

2
<PAGE>

(vi) no legal or administrative proceedings have been
instituted or threatened which would impair UAMFSI's ability to perform its
duties and obligations under this Agreement; and

(vii) UAMFSI's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;

(i) the Fund is a Maryland corporation, duly organized
and existing and in good standing under the laws of the State of Maryland;

(ii) the Fund is an investment company properly
registered under the 1940 Act;

(iii) a registration statement for the Fund under the
Securities Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A
has been filed and will be effective and will remain effective during the term
of this Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement; and

(iv) that outside counsel to the Fund has represented
that the Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading.

3. Delivery of Documents. UAMFSI will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:

(a) Resolutions of the Fund's Board authorizing the
appointment of UAMFSI to provide certain fund administration, fund accounting
and transfer agency services to the Fund and approving this Agreement;

(b) UAMFSI's and the Fund's Articles of Incorporation;

3
<PAGE>

(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Chase on its behalf;

(e) The Fund's Notification of Registration on Form N-8A under
the 1940 Act, as filed with the Securities and Exchange Commission ("SEC");

(f) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;

(g) Copies of the Investment Advisory Agreements between the
Fund and its investment advisers (the "Advisory Agreements");

(h) Opinions of counsel and auditors' reports;

(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and

(j) Such other agreements as the Fund may enter into from time
to time which may be relevant to the performance of Chase's duties and
obligations under the terms of this Agreement, including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements.

4. Services Provided

(a) Chase will provide the following services subject to the
control, direction and supervision of UAMFSI and the Fund's Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Articles of Incorporation and By-Laws; applicable laws
and regulations; and all resolutions and policies implemented by the Board:

(i) Fund Sub-Administration

(ii) Sub- Accounting

(iii) Sub-Transfer Agency

A description of each of the above services is contained in Schedules B, C, and
D respectively, to this Agreement.

4
<PAGE>

(b) Chase will also:

(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
Chase or a corporate affiliate of Chase );

(ii) provide the services of individuals to serve as
officers of the Fund who will be designated by Chase with the approval of
UAMFSI, and elected by the Board;

(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;

(iv) furnish equipment and other materials, which Chase
believes are necessary or desirable for provision of the services contemplated
herein; and

(v) keep records relating to the services provided
hereunder in such form and manner as set forth in Schedules B, C and D in
accordance with the 1940 Act. To the extent required by Section 31 of the 1940
Act and the rules thereunder, Chase agrees that all such records prepared or
maintained by Chase relating to the services provided hereunder are the property
of UAMFSI and the Fund and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at UAMFSI's and/or the Fund's expense,
and made available in accordance with such Section and rules. Chase further
agrees to surrender promptly to UAMFSI or the Fund upon its request and cease to
retain in its records and files those records and documents created and
maintained by Chase pursuant to this Agreement, unless otherwise required by
law. Chase will provide a copy of such records to UAMFSI, upon request, in a
mutually agreed upon electronic format.

5. Fees; Expenses; Expense Reimbursement.

(a) As compensation for the services rendered to the Fund and
UAMFSI pursuant to this Agreement, UAMFSI shall pay Chase monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.

5
<PAGE>

(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Fund's Board.

(c) Chase may, in its sole discretion, from time to time employ
or associate with such person or persons as may be appropriate to assist Chase
in the performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both Chase and the Fund.
The compensation of such person or persons for such employment shall be paid by
Chase and no obligation will be incurred by or on behalf of the Fund or UAMFSI
in such respect.

(d) UAMFSI may request additional services, additional
processing, or special reports on behalf of the Fund or itself. UAMFSI shall
submit such requests in writing together with such specifications and
requirements documentation as may be reasonably required by Chase. If Chase
elects to provide such services or arrange for their provision, it shall be
entitled to reasonable additional fees and expenses at its customary rates and
charges, or such other fees, if any, mutually agreed to by Chase and UAM FSI.

(e) Chase will bear all of its own expenses in connection with
the performance of the services under this Agreement except as otherwise
expressly provided herein. UAMFSI agrees to promptly reimburse Chase for any
equipment and supplies specially ordered by or for UAMFSI or the Fund through
Chase and for any other expenses not contemplated by this Agreement that Chase
may incur on the Fund's and/or UAMFSI's behalf at the Fund's and/or UAMFSI's
request or as consented to by the Fund and/or UAMFSI, provided that Chase will
notify the Fund and/or UAMFSI of the approximate amount of such expenses prior
to incurring them. Such other expenses to be incurred in the operation of the
Fund and to be borne by the Fund and/or UAMFSI, include, but are not limited to:
taxes; interest; brokerage fees and commissions; salaries and fees of officers
and directors who are not officers, directors, shareholders or employees of
Chase, or the Fund's investment advisers or distributor; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges; EDGAR
filing fees, processing services and related fees; advisory and administration
fees; charges and expenses

6
<PAGE>

of pricing and data services, independent public accountants and custodians;
insurance premiums including fidelity bond premiums; auditing and legal
expenses; costs of maintenance of corporate existence; expenses of typesetting
and printing of prospectuses for regulatory purposes and for distribution to
current shareholders of the Fund (the Fund's distributor to bear the expense of
all other printing, production, and distribution of prospectuses, statements of
additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses; and any
extraordinary expenses and other customary Fund expenses. In addition, Chase
may utilize one or more independent pricing services, approved from time to time
by the Fund's Board, to obtain securities prices and to act as backup to the
primary pricing services, in connection with determining the net asset values of
the Fund, and UAMFSI and/or the Fund will reimburse Chase for the Fund's share
of the cost of such services based upon the actual usage, or a pro-rata estimate
of the use, of the services for the benefit of the Fund.

(f) All fees, out-of-pocket expenses, or additional charges of
Chase shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.

Chase will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days of receipt shall bear interest
in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Chase) plus two percent per year and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by UAMFSI to Chase.

In the event that UAMFSI is more than sixty (60) days delinquent
in its payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Chase. UAMFSI must notify Chase in writing of any contested amounts within
thirty (30) days of receipt of a billing for such amounts. Disputed amounts are
not due and payable while they are being disputed. The fees set forth in
Schedule A may be changed from time to time upon agreement of the parties.

7
<PAGE>

6. Proprietary and Confidential Information. Chase agrees on behalf
of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Chase's responsibilities
and duties hereunder. Chase may seek a waiver of such confidentiality provisions
by furnishing reasonable prior notice to the Fund and UAMFSI and obtaining
approval in writing from the Fund and UAMFSI, which approval shall not be
unreasonably withheld and may not be withheld where Chase may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Chase with
respect to Internal Revenue Service levies, subpoenas and similar actions, or
with respect to any request by the Fund or UAMFSI.

7. Duties, Responsibilities, and Limitation of Liability.

(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Chase shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and that Chase
shall also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by UAMFSI and/or the Fund, as necessary or
appropriate.

(b) Chase shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or UAMFSI, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
gross negligence on Chase's part in the performance of its duties or from
reckless disregard by Chase of its obligations and duties under this Agreement.
Any person, even though also an officer, director, partner, employee or agent of
Chase, who may be or become an officer, director, partner, employee or agent of
the Fund, shall be deemed when rendering services

8
<PAGE>

to the Fund or acting on any business of the Fund (other than services or
business in connection with Chase's duties hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer, director,
partner, employee or agent or person under the control or direction of Chase
even though paid by Chase. In no event shall Chase be liable to the Fund,
UAMFSI or any other party for special, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if
Chase has been advised of the likelihood of such loss or damage and regardless
of the form of action.

(c) Subject to Paragraph 7 (b) above, Chase shall not be
responsible for, and UAMFSI shall indemnify and hold Chase harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities arising out of or attributable to:

(i) all actions of Chase or its officers or agents
required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Chase or its officers or
agents of information, records, or documents which are received by Chase or its
officers or agents and furnished to it or them by or on behalf of UAMFSI and/or
the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund
or any third party on behalf of UAMFSI and/or the Fund;

(iii) UAMFSI's refusal or failure to comply with the terms
of this Agreement or UAMFSI's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of
UAMFSI hereunder;

(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by Chase on telephone or other electronic instructions
of any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;

9
<PAGE>

(vi) the reliance on or the carrying out by Chase or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI, or recognition by Chase of any
share certificates which are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper countersignature of any transfer
agent or registrar of the Fund;

(vii) any delays, inaccuracies, errors in or omissions
from data provided to Chase by data and pricing services;

(viii) the offer or sale of shares by the Fund in violation
of any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions by or
on behalf of the Fund prior to the effective date of this Agreement;

(ix) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and

(x) the actions taken by UAMFSI, its investment
advisers, and its distributor in compliance with applicable securities, tax,
commodities and other laws, rules and regulations, or the failure to so comply.

8. Term. This Agreement shall become effective on the date first
hereinabove written and shall continue through April 15, 1998, unless sooner
terminated, as provided herein. Thereafter, unless sooner terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specificially approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to

10
<PAGE>

renegotiation after the initial term. Upon termination of this Agreement,
UAMFSI shall pay to Chase such compensation and any out-of-pocket or other
reimbursable expenses which may become due or payable under the terms hereof as
of the date of termination or after the date that the provision of services
ceases, whichever is later.

9. Notices. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):

If to UAMFSI:

UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, MA 02110
Attention: Gary L. French, President
Fax: (617) 542-7440

If to Chase:

Chase Global Funds Services Company
73 Tremont Street
Boston, MA 02108
Attention: Karl O. Hartmann, General Counsel
Fax: (617) 557-8616

Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.

10. Assignability. This Agreement shall not be assigned by either of
the parties hereto without the prior consent in writing of the other party;
provided, however, that Chase may in its own discretion and without limitation
or prior consent of the Fund or UAMFSI, whenever and on such terms and
conditions as Chase deems necessary or appropriate, subcontract, delegate or
assign its rights, duties, obligations and liabilities to subsidiaries or
affiliates of Chase; provided, further, that any such subcontract, agreement or
understanding shall not discharge Chase or its affiliates or subsidiaries, as
the case may be, from its obligations hereunder. Similarly, Chase or its
affiliated subcontractor, designee, or assignee may at its discretion, without
notice to the Fund or UAMFSI, enter into such subcontracts, agreements and
understandings,

11
<PAGE>

whenever and on such terms and conditions as Chase or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Chase, or its subcontractor, designee, or assignee, as the case may be, from
Chase's obligations hereunder. Chase or its affiliated subcontractor, designee,
or assignee shall, however, be discharged from Chase's obligations hereunder, if
UAMFSI, the Fund or its sponsor, investment advisers or distributor require
Chase or its affiliated subcontractor, designee, or assignee to enter into any
subcontract, agreement or understanding to perform services hereunder with any
non-affiliated third party; and UAMFSI shall indemnify and hold harmless Chase
and its affiliated subcontractor, designee, or assignee from and against, any
and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to such
subcontract, agreement or understanding.

11. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

12. Force Majeure. Chase shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes, fires, floods, wars,
acts of civil or military authorities, or governmental actions, nor shall any
such failure or delay give the Fund the right to terminate this Agreement.

13. Amendments. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. The addition of new portfolios or
new classes of portfolios to the Fund will be deemed self-executing amendments
to this Agreement requiring no further action, subject to the approval of Chase.
Such self-executing amendments will be subject to the terms and conditions of
this Agreement, and may in no other way alter the terms and conditions contained
herein, unless done so by mutual written agreement between the parties.

12
<PAGE>

14. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, INCLUDING THE DETERMINATION OF WHEN
AN "ASSIGNMENT" HAS OCCURRED.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.

UAM FUND SERVICES, INC.

Attest: /s/ Michael DeFao By: /s/ Gary L. French
-------------------------- ----------------------------
Name: /s/ Michael DeFao Name: /s/ Gary L. French
-------------------------- --------------------------
Title: President
-------------------------

CHASE GLOBAL FUNDS
SERVICES COMPANY

Attest: /s/ Helen A. Robichaud By: /s/ Bernard Dagnall
-------------------------- ----------------------------
Name: /s/ Helen A. Robichaud Name: /s/ Bernard Dagnall
-------------------------- --------------------------
Title: President
-------------------------

13
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE A
FEES AND EXPENSES

Fees for Fund Sub-Accounting, Fund Sub-Administration, and Sub-Transfer Agency
- ------------------------------------------------------------------------------
Services for UAM Funds, Inc., UAM Funds Trust and all other affiliated mutual
- -----------------------------------------------------------------------------
funds for which Chase provides services (collectively the "Funds")
- ------------------------------------------------------------------

. 19 Basis Points on the first $200 million of total net assets of the Funds,
. 11 Basis Points on the next $800 million of total net assets of the Funds,
. 7 Basis Points on the next $2 billion of total net assets of the Funds,
. 5 Basis Points on total net assets of the Funds in excess of $3 billion.

A minimum annual fee of $70,000 per Portfolio will apply and shall be phased in
- -------------------------------------------------------------------------------
according to the following schedule:
- ------------------------------------

. $2,000 per month per Portfolio for the first six months of service,
. $3,500 per month per Portfolio for the second six months of service,
. $5,000 per month per Portfolio for the third six months of service,
. $5,833 per month per Portfolio thereafter.

All Portfolios will have an additional minimum annual charge of $20,000 per
Portfolio class of shares. However, there will be no extra charge for an
additional class of shares where the Portfolio's fees already exceed the minimum
applicable fee by $20,000.

These fees do not include out-of-pocket expenses, which under the terms of this
Agreement will be billed monthly and due upon billing.

A-1
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE B
GENERAL DESCRIPTION OF FUND SUB-ADMINISTRATION SERVICES

I. Financial and Tax Reporting

A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements and distribution
summaries.

B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.

C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.

D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code") regarding
minimum distribution requirements.

E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).

F. Prepare and file Fund's Form N-SAR with the SEC.

G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.

H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's during the prior fiscal year were exempt-interest
dividends under Section 852 (b)(5)(A) of the Code.

I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).

J. Prepare and file California State Expense Limitation Report, if
applicable.

K. Provide financial information for Fund proxies and prospectuses
(Expense Table).

B-1
<PAGE>

II. Portfolio Compliance

A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information, although primary responsibility for such compliance shall
remain with the Fund's investment adviser or investment manager.

B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income, 30% Income - Short Three, Diversification Tests)
although primary responsibility for such compliance shall remain with
the Fund's investment adviser or investment manager.

C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.

D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of
the Fund's Code of Ethics and SEC regulations.

E. Prepare and update compliance manuals and procedures.

F. Mail, collect and review on a quarterly basis compliance checklists
for each Portfolio.

III. Regulatory Affairs and Corporate Governance

A. Prepare and file post-effective amendments to the Fund's registration
statement on Form N-1A and supplements as needed.

B. Prepare and file proxy materials and administer shareholder meetings.

C. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.

D. Prepare Board materials for all Board meetings.

B-2
<PAGE>

E. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.

F. Prepare and update documents such as charter document, by-laws,
foreign qualification filings.

G. Prepare and file Rule 24f-2 Notice.

H. Assist in identifying and monitoring pertinent regulatory and
legislative developments which may affect the Fund and, in response to
the results of such monitoring, coordinate and provide support to
UAMFSI, the Fund and the Fund's investment adviser with respect to
those developments and results, including support with respect to
routine regulatory examinations or investigations of the Fund, and
with respect to such matters, to work in conjunction with outside
counsel, auditors and other professional organizations engaged by the
Fund.

I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.

J. Liaison with the Fund's Distributor and outside counsel.

IV. General Administration

A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.

B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Fund's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, directors' fees, etc.).

C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and
monitor against actual disbursements.

D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.

B-3
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE C
GENERAL DESCRIPTION OF FUND SUB-ACCOUNTING SERVICES

I. General Description

Chase shall provide the following accounting services to the Fund:

A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;

B. Calculation of each Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund and/or UAMFSI;

C. Accounting for dividends and interest received and distributions made
by the Fund;

D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may reasonably
request;

E. Liaison with the Fund's independent auditors; and

F. A listing of reports that will be available to UAMFSI and the Fund is
included below.

II. Domestic Fund Accounting Daily Reports

A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report

C-1
<PAGE>

C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report

D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report

E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal

III. International Fund Accounting Daily Reports

A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal

C. Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report

D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report

C-2
<PAGE>

E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax

F. Other Reports
1. Exchange Rate Report

IV. Monthly Fund Accounting Reports

A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report

B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report

C-3
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE D
GENERAL DESCRIPTION OF SUB-TRANSFER AGENCY SERVICES

The following is a general description of the sub-transfer agency
services Chase shall provide to the Fund. Chase will at all times provide a
group of individuals dedicated to performing the duties set forth below for the
Fund. Such dedicated team shall be comprised of not less than seven (7) people
in the aggregate or as mutually agreed upon, whose duties will include, in
addition to those set forth below, acting as telephone representatives on behalf
of the Portfolios with respect to the Portfolios' shareholders, and other
potential investors.

A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each Portfolio and/or Class; (iii) historical information including,
but not limited to, dividends paid and date and price of all
transactions, including individual purchases and redemptions, with
appropriate supporting documents; and (iv) any dividend reinvestment
order, application, dividend to a specific address and correspondence
relating to the current maintenance of the account.

B. Shareholder Issuance. Record the issuance of shares of common stock
of each Portfolio and/or Class and notify the Fund in case any
proposed issue of shares by the Fund shall result in an over-issue as
identified by Section 8-104(2) of the Uniform Commercial Code and in
case any issue would result in such an over-issue, shall refuse to
countersign and issue, and/or credit, said shares. Except as
specifically agreed in writing between Chase and the Fund, Chase shall
have no obligation when countersigning and issuing and/or crediting
shares to take cognizance of any other laws relating to the issue and
sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.

C. Purchase Orders. Process all orders for the purchase of shares of
the Fund in accordance with the Fund's current prospectus, including
electronic transmissions, which the Fund acknowledges it has
authorized. Upon receipt of any check or other payment for purchase
of shares of the Fund from an investor, Chase will (i) stamp the order
or other documentation with the date and time of receipt, (ii)
forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and
deposit, such notification to be given on a daily basis of the total
amounts determined and deposited to the Fund's custodian bank account
during such day. Chase shall then credit the share account of the
investor with the number of Fund shares to be purchased according to
the price of the Fund's shares in effect for purchases made on the
date such

D-1
<PAGE>

payment is received by Chase, as set forth in the Fund's current
prospectus and shall promptly mail a confirmation of said purchase to
the investor, all subject to any instructions which the Fund may give
to Chase with respect to the timing or manner of acceptance of orders
for shares relating to payments so received by it. Any purchase order
received by Chase, which is deemed not in good order by Chase, will be
rejected immediately.

D. Redemption Orders. Receive and stamp with the date and time of
receipt all requests for redemptions or repurchase of shares held in
certificate or non-certificate form, and process redemptions and
repurchase requests as follows: (i) if such certificate or redemption
request complies with the applicable standards approved by the Fund,
Chase shall on each business day notify the Fund of the total number
of shares presented and covered by such requests received by Chase on
such day; (ii) on or prior to the seventh calendar day succeeding any
such requests received by Chase, Chase shall notify the Custodian,
subject to instructions from the Fund, to transfer monies to such
account as designated by Chase for such payment to the redeeming
shareholder of the applicable redemption or repurchase price; and
(iii) if any such certificate or request for redemption or repurchase
does not comply with applicable standards, Chase shall promptly notify
the investor of such fact, together with the reason therefor, and
shall effect such redemption at the Portfolio's price next determined
after receipt of documents complying with said standards or, at such
other time as the Fund shall so direct.

E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
prospectus. Chase shall be permitted to redeem, exchange and/or
transfer Fund shares from any account for which such services have
been authorized, including electronic transmissions. Chase will also
respond to other inquiries by shareholders and other potential
investors, consistent with its duties as transfer agent.

F. Transfer of Shares. Upon receipt by Chase of documentation in proper
form to effect a transfer of shares, including in the case of shares
for which certificates have been issued, the share certificates in
proper form for transfer, Chase will register such transfer on the
Fund's shareholder records maintained by Chase pursuant to
instructions received from the transferor in good form, cancel the
certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new
certificates for the same or a smaller whole number of shares.

G. Shareholder Communications. Address and mail all communications by
the Fund to its shareholders promptly following the delivery by the
Fund of the material to be mailed.

D-2
<PAGE>

H. Proxy Materials. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render
periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of
shareholders.

I. Share Certificates. If a shareholder of the Fund requests a
certificate representing his shares, Chase as sub-Transfer Agent, will
countersign and mail, a share certificate to the investor at his/her
address as it appears on the Fund's transfer books. Chase shall
supply, at the expense of the Fund a supply of blank share
certificates. The certificates shall be properly signed, manually or
by facsimile, as authorized by the Fund, and shall bear the Fund's
seal or facsimile; and notwithstanding the death, resignation or
removal of any officers of the Fund authorized to sign certificates,
Chase may, until otherwise directed by the Fund, continue to
countersign certificates which bear the manual or facsimile signature
of such officer.

J. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Chase will take
such steps, including redepositing the check for collection, returning
the check to the investor, or redeeming appropriate shares as Chase
may, at its discretion, deem appropriate and notify the Fund of such
action, or as the Fund may instruct. However, the Fund remains
ultimately liable for any returned checks of its shareholders.

K. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.

L. Tax Reporting. Chase shall issue appropriate shareholder tax forms on
an annual basis.

M. Escheatment. All Fund assets shall be subject to the escheatment laws
of the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.

N. Dividend Disbursing. Chase will serve as the Fund's dividend
disbursing agent. Chase will prepare and mail checks, place wire
transfers and credit income and capital gain payments to shareholders.
UAMFSI and/or the Fund will advise Chase of the declaration of any
dividend or distribution and the record and payable date thereof at
least five (5) days prior to the record date. Chase will, on or before
the payment date of any such dividend or distribution, notify the
Fund's Custodian of the estimated amount required to pay any portion
of such dividend or distribution payable in cash, and on or before the
payment date of such distribution, the Fund

D-3
<PAGE>

will instruct its Custodian to make available to Chase sufficient
funds for the cash amount to be paid out. If a shareholder is entitled
to receive additional shares by virtue of any such distribution or
dividend, appropriate credits will be made to each shareholder's
account.

O. Fulfillment. Chase will, if requested by shareholders or other
potential investors in the Portfolios, provide by mail or other
acceptable means the following materials: prospectuses, SAIs, annual
reports or other materials as directed by the Fund.

D-4
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE E
SERVICE QUALITY STANDARDS

UAM Funds, Inc. and Chase Global Funds Services Company agree that this Schedule
E is part of the Mutual Funds Service Agreement dated June 30, 1997.

Sub-Accounting
- --------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>

Pricing Accuracy* 99%

Reporting NAV to NASDAQ 98%

</TABLE>

Sub-Transfer Agent
- ------------------

Minimum
Quality Control
Transaction Processing Sample (1) Goal Standard
---------------------- ---------- ---- --------
<S> <C> <C> <C>

New Accounts 25% 98%
Purchases by Check 25% 98%
Purchases by Wire 25% 98%
Redemptions by Check 25% 98%
Redemptions by Wire 25% 98%
Exchanges 25% 98%
Transfers 25% 98%
Maintenance 25% 98%

Shareholder Service

Monthly Correspondence
Financial 25% 3 Days 98%
Non Financial 25% 5 Days 98%

Average Monthly Communications
Delayed 15 Seconds 100%
Answered with in 10 seconds 80% 100%
Abandoned 2% 100%

</TABLE>

E-1

<PAGE>

Exhibit 11
----------

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 49 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated December 9, 1996, relating to the financial
statements and financial highlights appearing in the October 31, 1996 Annual
Reports to Shareholders of the 30 portfolios comprising UAM Funds, Inc., which
are also incorporated by reference into the Registration Statement. We also
consent to the references to us under the headings "Financial Highlights,"
"Independent Accountants," and "Reports" in the Prospectuses and under the
heading "Financial Statements" in the Statements of Additional Information.

Price Waterhouse LLP
Boston, Massachusetts
August 4, 1997