UAM FUNDS INC, 497, 1997-01-09

UAM FUNDS INC
497, 1997-01-09

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<PAGE>

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

POST-EFFECTIVE AMENDMENT NO. 43

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 43

. Acadian Portfolios Institutional Class Shares
. C & B Equity, C & B Balanced, C & B Equity Portfolio for Taxable
Investors, and C & B Mid Cap Equity 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
. McKee Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Class Shares
. NWQ Portfolios Institutional Service 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
. TS&W Portfolios Institutional Class Shares

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

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

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

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

[LOGO OF UAM FUNDS APPEARS HERE]

Acadian Emerging
Markets Portfolio
&
Acadian International
Equity Portfolio

Institutional
Class Shares

January 3, 1997

P R O S P E C T U S

<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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

ACADIAN EMERGING MARKETS PORTFOLIO &
ACADIAN INTERNATIONAL EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: ACADIAN ASSET MANAGEMENT, INC.

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

PROSPECTUS -- JANUARY 3, 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 Acadian Portfolios currently offer only one class of shares. The securi-
ties offered in this Prospectus are Institutional Class Shares of two no-load
Portfolios of the Fund managed by Acadian Asset Management, Inc.: the Acadian
Emerging Markets Portfolio, a non-diversified Portfolio and the Acadian Inter-
national Equity Portfolio, a diversified Portfolio.

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

Investment in emerging country and emerging market equity securities in-
volves certain risk considerations which are not normally involved in invest-
ment in securities of U.S. companies.

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

There can be no assurance that either Portfolio will meet its stated 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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
Fund Expenses............................................................... 1
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Financial Highlights........................................................ 5
Investment Objectives....................................................... 7
Investment Policies......................................................... 7
Other Investment Policies................................................... 18
Investment Limitations...................................................... 23
Purchase of Shares.......................................................... 24
Redemption of Shares........................................................ 27
Shareholder Services........................................................ 29
Valuation of Shares......................................................... 29
Performance Calculations.................................................... 30
Dividends, Capital Gains Distributions and Taxes............................ 31
Investment Adviser.......................................................... 32
Administrative Services..................................................... 35
Distributor................................................................. 36
Portfolio Transactions...................................................... 36
General Information......................................................... 37
UAM Funds -- Institutional Class Shares..................................... 39
</TABLE>
<PAGE>

FUND EXPENSES

ACADIAN INSTITUTIONAL CLASS

The following table illustrates expenses and fees that a shareholder of the
Portfolios will incur. Transaction fees may be charged if a broker-dealer or
other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
EMERGING INT'L
MARKETS EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Sales Load Imposed on Purchases.......................... NONE NONE
Sales Load Imposed on Reinvested Dividends............... NONE NONE
Deferred Sales Load...................................... NONE NONE
Redemption Fees.......................................... 1%* 1%*
Exchange Fees............................................ NONE NONE
</TABLE>
- -----------
* A 1% redemption fee is charged on shares held less than 90 days.

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

<TABLE>
<CAPTION>
EMERGING INT'L
MARKETS EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Investment Advisory Fees........................... 1.00 % 0.75 %*
Administrative Fees................................ 0.21 % 0.79 %
12b-l Fees......................................... NONE NONE
Distribution Costs................................. NONE NONE
Other Expenses..................................... 0.60 % 0.75 %
Advisory Fees Waived and Expenses Assumed.......... -- (1.29)%
---- -----
Total Operating Expenses (After Fee Waiver and
Expenses Assumed)................................ 1.81 %+ 1.00 %**+
</TABLE>
- -----------
* The Adviser's fee is as follows: 0.75% for the first $50 million in net as-
sets, 0.65% for the next $50 million, 0.50% for the next $100 million and
0.40% over $200 million.
** Absent fee waivers and expenses assumed by the Adviser, annualized Total
Operating Expenses of the International Equity Portfolio for the fiscal
year ended October 31, 1996 would have been 2.29%.
+ The Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Emerging Mar-
kets and International Equity Portfolios would be 1.81% and 1.01%, respec-
tively.

1
<PAGE>

This table shows the various expenses and fees an investor would bear di-
rectly or indirectly. The expenses and fees set forth above are based on the
Portfolios' operations during the fiscal year ended October 31, 1996, except
that Advisory Fees Waived and Expenses Assumed have been restated to reflect
the Portfolios' current expense caps and Administrative Fees have been re-
stated to reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in
the SAI.)

The Adviser has agreed to waive all or part of its advisory fee and to as-
sume expenses otherwise payable by the Portfolios to reduce operating expenses
for the Emerging Markets Portfolio to keep total annual operating expenses
from exceeding 2.5% of average daily net assets. Effective January 1, 1996 un-
til further notice, the Adviser has voluntarily agreed to waive all or part of
its advisory fee and to assume operating expenses to keep the International
Equity Portfolio's total annual operating expenses from exceeding 1.00% of its
average daily net assets. The Fund will not reimburse the Adviser for advisory
fees waived or expenses that the Adviser may bear on behalf of the Portfolios
for a given fiscal year.

The following example illustrates the expenses that a shareholder would pay
on a $1,000 investment over various time periods assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Markets Portfolio................... $19 $57 $99 $214
International Equity Portfolio............... $10 $32 $55 $123
</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
Acadian Asset Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1986, serves as investment adviser to the Fund's Acadian
Emerging Markets Portfolio and the Acadian International Equity Portfolio. The
Adviser presently manages approximately $4 billion in assets for primarily in-
stitutional clients. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of the Portfolios are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment for each Portfolio is $100,000. The minimum for
subsequent investments is $1,000. Certain exceptions to the initial and mini-
mum investment amounts may be made by the officers of the Fund. (See "PURCHASE
OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in the form of annual dividends. Any realized net capital gains
will also be distributed annually. Distributions will be reinvested in the
Portfolios' shares automatically unless an investor elects to receive cash
distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

REDEMPTIONS AND EXCHANGES
Shares of each Portfolio may be redeemed at any time at the net asset value
of the Portfolio next determined after receipt of the redemption request.
Shares held 90 days or more may be redeemed without cost. Shares held less
than 90 days will be subject to a 1% redemption fee which is retained by the
Fund for the benefit of the remaining shareholders and is intended to encour-
age long-term investment in the Portfolios, to avoid transaction and other ex-
penses caused by early redemption and to facilitate portfolio management. 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 United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its portfolios by third-party service providers. (See
"ADMINISTRATIVE SERVICES.")

3
<PAGE>

RISK FACTORS

The value of the Portfolios' 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 Portfolios invest. Prospective investors
should consider the following: (1) The Portfolios will invest in foreign secu-
rities which may involve greater risks than investing in domestic securities
such as foreign currency risks. (See "FOREIGN INVESTMENTS"); (2) The Emerging
Markets Portfolio may invest in securities rated lower than Baa by Moody's In-
vestor Services, Inc. or BBB by Standard & Poor's Corporation. These securi-
ties carry a high degree of credit risk, are considered speculative by the ma-
jor credit rating agencies, and are sometimes referred to as "junk bonds". The
International Equity Portfolio may not buy junk bonds but may hold previously
higher rated bonds which are downgraded after purchase by the Portfolio, if
the Adviser believes it advisable. (See "INVESTMENT POLICIES"); (3) The Port-
folios may engage in various strategies to seek to hedge their investments
against movements in the equity markets, interest rates and currency exchange
rates by using derivative instruments and transactions, such as foreign cur-
rency exchange contracts, options, futures contracts and options, and swap
transactions. Such hedging strategies may be unsuccessful. Options and futures
transactions in foreign markets are also subject to the risk factors associ-
ated with foreign investments generally. There can be no assurance that a liq-
uid secondary market for options and futures contracts will exist at any spe-
cific time. (See "INVESTMENT POLICIES"); (4) The Emerging Markets Portfolio is
"non-diversified" for purposes of the Investment Company Act of 1940, as
amended (the "1940 Act"), meaning that it may invest more than 5% of its as-
sets in the securities of one or more issuers. (See "INVESTMENT POLICIES");
(5) In general, the Portfolios will not trade for short-term profits, but when
circumstances warrant, investments may be sold without regard to the length of
time held. High rates of portfolio turnover may result in additional transac-
tion costs and the realization of capital gains. (See "INVESTMENT POLICIES");
(6) The Portfolios may use various investment practices that involve special
considerations, including investing in repurchase agreements, when-issued,
forward delivery and delayed settlement securities and lending of securities.
(See "OTHER INVESTMENT POLICIES")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout the periods presented for the Portfolios. The tables are
part of the Portfolios' Financial Statements, which are included in the Port-
folios' 1996 Annual Reports to Shareholders. The Financial Statements are in-
corporated into the Portfolios' SAI. The Portfolios' Financial Statements have
been audited by Price Waterhouse LLP. Their unqualified opinion on the Finan-
cial Statements is also incorporated into the Portfolios' SAI. Please read the
following information in conjunction with the Portfolios' 1996 Annual Reports
to Shareholders.

EMERGING MARKETS PORTFOLIO

<TABLE>
<CAPTION>
JUNE 17, 1993** YEARS ENDED
TO OCTOBER 31,
OCTOBER 31, ----------------------------
1993 1994 1995 1996
--------------- ------ ------- -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD.......................... $10.00 $11.34 $ 14.00 $ 11.23
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss).... (0.01) (0.03) 0.05 0.13
Net Realized and Unrealized Gain
(Loss)......................... 1.35 2.74 (2.82) 0.84
Total from Investment
Operations..................... 1.34 2.71 (2.77) 0.97
DISTRIBUTIONS:
Net Investment Income........... -- -- -- (0.02)
Net Realized Gain............... -- (0.05) -- (0.06)
Total Distributions............. -- (0.05) -- (0.08)
Net Asset Value, End of Period... $11.34 $14.00 $ 11.23 $ 12.12
TOTAL RETURN..................... 13.40 %+ 23.97 %+ (19.79)%+ 8.72%
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period
(Thousands).................... $3,927 $5,558 $33,944 $69,649
Ratio of Expenses to Average Net
Assets ........................ 2.43 %* 2.07 % 1.78 % 1.79%
Ratio of Net Investment Income
(Loss) to Average Net Assets .. (0.37)%* (0.25)% 0.86 % 1.29%
Portfolio Turnover Rate......... 2 % 9 % 21 % 11%
Average Commission Rate # ....... N/A N/A N/A $0.0004
Voluntary Waived Fees and
Expenses Assumed by the Adviser
Per Share....................... $ 0.04 $ 0.12 $ 0.02 N/A
Ratio of Expenses to Average Net
Assets Including Expense
Offsets......................... N/A N/A 1.77% 1.79%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived during
the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
MARCH 29, 1993** YEARS ENDED
TO OCTOBER 31,
OCTOBER 31, -------------------------
1993 1994 1995 1996
---------------- ------ ------ -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD............................ $10.00 $11.77 $12.37 $ 11.54
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss............... (0.04) (0.04) (0.01) 0.17
Net Realized and Unrealized Gain
(Loss)........................... 1.81 0.95 (0.56) 1.44
Total from Investment Operations.. 1.77 0.91 (0.57) 1.61
DISTRIBUTIONS:
Net Realized Gain................. -- (0.31) (0.26) (0.21)
Net Asset Value, End of Period.... $11.77 $12.37 $11.54 $ 12.94
TOTAL RETURN+...................... 17.70% 8.02% (4.58)% 14.13%
RATIOS AND SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD
(THOUSANDS)....................... $2,264 $2,427 $2,475 $17,079
Ratio of Expenses to Average Net
Assets........................... 2.50%* 2.50% 2.54%# 1.06%
Ratio of Net Investment Income
(Loss) to Average Net Assets..... (0.76)%* (0.38)% (0.11)% 1.87%
Portfolio Turnover Rate........... 44% 56% 76% 80%
Average Commission Rate#.......... N/A N/A N/A $0.0043
Voluntary Waived Fees and Expenses
Assumed by the Adviser Per
Share............................ $ 0.14 $ 0.21 $ 0.46 $ 0.11
Ratio of Expenses to Average Net
Assets Including Expense
Offsets.......................... N/A N/A 2.50% 1.05%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and ex-
penses assumed by the Adviser during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

INVESTMENT OBJECTIVES

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

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

THE INVESTMENT OBJECTIVES OF EACH PORTFOLIO ARE FUNDAMENTAL AND MAY NOT BE
CHANGED WITHOUT SHAREHOLDER APPROVAL. THERE CAN BE NO ASSURANCE THAT A PORTFO-
LIO WILL ACHIEVE ITS STATED OBJECTIVE.

INVESTMENT POLICIES

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

7
<PAGE>

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

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

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

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

The Portfolio's assets may be invested in debt securities when the Adviser
believes that such debt securities offer opportunities for long-term capital
apprecia-

8
<PAGE>

tion. In making such investment decisions, the Adviser considers, generally,
the relative potential for capital appreciation of equity securities, interest
rate levels, economic trends, currency trends and prospects, and, specifical-
ly, the prospects for appreciation of selected debt issues. It is likely that
many of the debt securities in which the Portfolio will invest will be
unrated, and whether or not rated, such securities may have speculative char-
acteristics. When deemed appropriate by the Adviser, the Portfolio may invest
up to 10% of its total assets (measured at the time of the investment) in
lower quality debt securities. Lower quality debt securities, also known as
"junk bonds," are often considered to be speculative and involve greater risk
of default or price changes due to changes in the issuer's creditworthiness.
The market prices of these securities may fluctuate more than those of higher
quality securities and may decline significantly in periods of general eco-
nomic difficulty, which may follow periods of rising interest rates. Securi-
ties in the lowest quality category may present the risk of default, or may be
in default. When economic or market conditions are such that the Adviser deems
a temporary defensive position to be appropriate, the Portfolio may invest
less than 65% of its total assets in emerging country equity securities in
which case the Portfolio may invest in other equity securities without regard
to whether they qualify as emerging country or emerging market equity securi-
ties or in debt securities of the kind described under "Temporary Investments"
below.

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

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

Investment Funds. Some emerging countries have laws and regulations that
currently preclude direct foreign investment in the securities of their compa-
nies. However, indirect foreign investment in the securities of companies
listed and traded on the stock exchanges in these countries is permitted by
certain emerging

9
<PAGE>

countries through investment funds which have been specifically authorized.
The Portfolio may invest in these investment funds subject to the provisions
of the 1940 Act and other applicable law as discussed below under "Investment
Restrictions." If the Portfolio invests in such investment funds, the Portfo-
lio's shareholders will bear not only their proportionate share of the ex-
penses of the Portfolio (including operating expenses and the fees of the Ad-
viser), but also will indirectly bear similar expenses of the underlying in-
vestment funds.

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

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

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

10
<PAGE>

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

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

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

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

The Portfolio may sell futures contracts in anticipation of or during a mar-
ket decline to attempt to offset the decrease in market value of the Portfo-
lio's securities that might otherwise result. When the Portfolio is not fully
invested in the securities markets and anticipates a significant market ad-
vance, it may purchase futures in

11
<PAGE>

order to gain rapid market exposure that may in part or entirely offset in-
creases in the cost of securities that the Portfolio intends to purchase. As
such purchases are made, an equivalent amount of futures contracts will be
terminated by offsetting sales. The Adviser does not consider purchases of
futures contracts to be a speculative practice under these circumstances. It
is anticipated that, in a substantial majority of these transactions, the
Portfolio will purchase such securities upon termination of the long futures
position, whether the long position is the purchase of a futures contract or
the purchase of a call option or the writing of a put option on a future, but
under unusual circumstances (e.g., the Portfolio experiences a significant
amount of redemptions), a long futures position may be terminated without the
corresponding purchase of securities.

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

The Portfolio may engage in options and futures transactions on U.S. and
foreign exchanges and in options in the over-the-counter markets ("OTC op-
tions"). Exchange-traded contracts are third-party contracts (i.e., perfor-
mance of the parties' obligations is guaranteed by an exchange or clearing
corporation) which, in general, have standardized strike prices and expiration
dates. OTC options transactions are two-party contracts with price and terms
negotiated by the buyer and seller. (See "Restrictions on OTC Options.")

Swap Transactions. The Portfolio may enter into interest rate and equity in-
dex swaps. The Portfolio expects to enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its port-
folio or to protect against any increase in the price of securities the Port-
folio anticipates purchasing at a later date. The Portfolio intends to use
swap transactions as a hedge and not as a speculative investment (See "Invest-
ment Objectives and Policies -- Swap Contracts" in the SAI.) The risk of loss
with respect to interest rate swaps is limited to the net amount of interest
payments that the Portfolio is contractually obligated to make.

In a standard equity index swap, one party agrees to pay another party the
return on a stock index in return for a specified interest rate, usually a
floating rate

12
<PAGE>

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

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

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

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

Non-Publicly Traded Securities, Private Placements and Restricted Securi-
ties. The Portfolio may invest in securities that are neither listed on a
stock exchange nor traded over-the-counter including privately-placed securi-
ties. Such unlisted emerging country equity securities, including investments
in new and early stage companies, may involve a high degree of business and
financial risk that can result in substantial losses. As a result of the ab-
sence of a public trading market for these securities, they may be less liquid
than publicly traded securities. Although these securities may be resold in
privately negotiated transactions, the prices real-

13
<PAGE>

ized from these sales could be less than those originally paid by the Portfo-
lio or less than what may be considered the fair value of such securities.
Further, companies whose securities are not publicly traded may not be subject
to the disclosure and other investor protection requirements which might be
applicable if their securities were publicly traded. If such securities are
required to be registered under the securities laws of one or more jurisdic-
tions before being resold, the Portfolio may be required to bear the expenses
of registration.

As a general matter, the Portfolio may not invest more than 15% of its net
assets in illiquid securities, including securities for which there is no
readily available secondary market. Nevertheless, to the extent it can do so,
consistent with the foregoing limit, the Portfolio may invest up to 25% of its
total assets in non-publicly traded securities, including securities that are
not registered under the Securities Act of 1933 but that can be offered and
sold to qualified institutional buyers under Rule 144A under that Act. The
Fund's Board of Directors may adopt guidelines and delegate to the Adviser the
daily function of determining and monitoring the liquidity of 144A securities.

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

The staff of the Securities and Exchange Commission (the "SEC") has taken
the position that purchased OTC options and the assets used as cover for writ-
ten OTC options are illiquid securities. Therefore, the Portfolio has adopted
an investment policy pursuant to which it will not purchase or sell OTC op-
tions (including OTC options on futures contracts) if, as a result of such
transaction, the sum of the market value of OTC options currently outstanding
which are held by the Portfolio, the market value of the underlying securities
covered by OTC call options currently outstanding which were sold by the Port-
folio and margin deposits on the Portfolio's existing OTC options on futures
contracts exceed 15% of the net assets of the Portfolio, taken at market val-
ue, together with all other assets of the Portfolio which are illiquid or are
not otherwise readily marketable. However, if the OTC option is sold by the
Portfolio to a primary U.S. Government securities dealer recognized by the
Federal Reserve Bank of New York and the Portfolio has the

14
<PAGE>

unconditional contractual right to repurchase such OTC option from the dealer
at a predetermined price, then the Portfolio will treat as illiquid such
amount of the underlying securities as is equal to the repurchase price less
the amount by which the option is "in-the-money" (i.e., current market value
of the underlying security minus the option's strike price). The repurchase
price with the primary dealers is typically a formula price which is generally
based on a multiple of the premium received for the option, plus the amount by
which the option is "in-the-money." This policy as to OTC options is not a
fundamental policy of the Portfolio and may be amended by the Directors of the
Fund without the approval of the Portfolio's shareholders. However, the Port-
folio will not change or modify this policy prior to the change or modifica-
tion by the SEC of its position.

Futures and Options Risk Considerations. The primary risks associated with
the use of futures and options are (i) the failure to predict accurately the
direction of stock prices, interest rates, currency movements and other eco-
nomic factors, (ii) the failure of hedging techniques in cases where the price
movements of the securities underlying the options and futures do not follow
the price movements of the portfolio securities subject to hedge, (iii) the
potentially unlimited loss from investing in futures contracts, and (iv) the
likelihood of the Portfolio being unable to control losses by closing its po-
sition where a liquid secondary market does not exist. The risk that the Port-
folio will be unable to close out a futures position or options contract will
be minimized by the Portfolio only entering into futures contracts or options
transactions on national exchanges and for which there appears to be a liquid
secondary market. (See "Investment Objectives and Policies" in the SAI.)

Temporary Investments. During periods in which the Adviser believes changes
in economic, financial or political conditions make it advisable, the Portfo-
lio may for temporary defensive purposes reduce its holdings in equity and
other securities and invest in certain short-term (less than twelve months to
maturity) and medium-term (not greater than five years to maturity) debt secu-
rities or may hold cash. The short-term and medium-term debt securities in
which the Portfolio may invest consist of (a) obligations of the United States
or emerging country governments, their respective agencies or instrumentali-
ties; (b) bank deposits and bank obligations (including certificates of depos-
it, time deposits, and bankers' acceptances) of United States or emerging
country banks denominated in any currency; (c) floating rate securities and
other instruments denominated in any currency issued by international develop-
ment agencies; (d) finance company and corporate commercial paper and other
short-term corporate debt obligations of United States and emerging country
corporations meeting the Portfolio's credit quality standards; and (e) repur-
chase agreements with banks and broker-dealers with respect to such securi-
ties. The Portfolio intends to invest only in short-term and medium-term debt
securities that the Adviser believes to be of high quality i.e., subject to
relatively

15
<PAGE>

low risk of loss of interest or principal. There is currently no rating system
for debt securities in most emerging countries.

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

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

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

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

16
<PAGE>

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

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

Generally, the Portfolio will invest in equity securities of established
companies listed on U.S. or foreign securities exchanges but may also invest
in securities traded over-the-counter. Although larger, more seasoned or es-
tablished companies will be emphasized, investments will include companies of
varying size as measured by assets, sales or capitalization. The Portfolio may
also invest in convertible bonds, convertible preferred stocks, non-convert-
ible preferred stock, and fixed income securities of governments, government
agencies, supranational agencies and companies. These debt securities include
those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by Standard &
Poor's Corporation ("S&P") or those of equivalent quality as determined by the
Adviser. Although bonds rated Baa or BBB may possess speculative characteris-
tics and may be more sensitive to changes in the economy and the financial
condition of issuers than higher rated bonds. The Adviser reserves the right
to retain securities which are downgraded by one or both of the rating agen-
cies, if in the Adviser's judgment, the retention of securities is warranted.
Fixed income securities also may be held for temporary defensive purposes when
the Adviser believes market conditions so warrant and for temporary invest-
ment. Similarly, the Portfolio may invest in cash equivalents (including for-
eign money market instruments, such as bankers' acceptances, certificates of
deposit, commercial paper, short-term government and corporate obligations and
repurchase agreements) for temporary defensive purposes and for liquidity. The
Portfolio may invest in closed-end investment companies holding foreign secu-
rities. The Portfolio may purchase and sell options on any of these securi-
ties.

17
<PAGE>

is expected that investments will be diversified throughout the world and
within markets to minimize specific country and currency risks. While invest-
ments will be made primarily in securities of companies domiciled in developed
countries, investments will also be made in developing countries as well.

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

Temporary and Defensive Strategy. When the Adviser determines that market
conditions warrant a defensive position, up to twenty percent (20%) of the
Portfolio's assets may be held in cash or short-term securities. However, the
Adviser has discretion in extraordinary circumstances to increase such defen-
sive position to up to one hundred percent (100%) of the Portfolio's assets.
The types of short-term instruments in which the Portfolio may invest for tem-
porary defensive purposes include short-term money market securities in vari-
ous currencies (such as securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities), repurchase agreements, certificates of
deposit, time deposits and bankers' acceptances of certain qualified financial
institutions, corporate commercial paper and master demand notes. (See "SHORT-
TERM INVESTMENTS and REPURCHASE AGREEMENTS.")

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, each Portfolio may invest a por-
tion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers' acceptances, time deposits, U.S. Government
obligations, U.S. Government agency securities, short-term corporate debt se-
curities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corpora-
tion or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated,
determined by the Adviser to be of comparable quality.

18
<PAGE>

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 15% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each 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 COMPA-
NIES.")

REPURCHASE AGREEMENTS
Each 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 default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived permission from the SEC to pool daily uninvested cash balances of the
Fund's

19
<PAGE>

Portfolios in order to invest in repurchase agreements on a joint basis. By
entering into joint repurchase agreements, a Portfolio may incur lower trans-
action costs and earn higher rates of interest on joint repurchase agreements.
Each Portfolio's contribution would determine its return from a joint repur-
chase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Directors. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or, liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolios may earn income on securities it has deposited in
a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

20
<PAGE>

PORTFOLIO TURNOVER
Portfolio turnover for each Portfolio is not anticipated to exceed 100%. In
addition to Portfolio trading costs, higher rates of portfolio turnover may
result in the realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES" for more information on taxation.) The Portfolios
will not normally engage in short-term trading, but each reserves the right to
do so. The tables set forth in "Financial Highlights" present the Portfolios'
historical portfolio turnover rates.

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

The Fund has received permission from the SEC to allow each of its Portfo-
lios 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 provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

FOREIGN INVESTMENTS
Investment in obligations of foreign issuers and in foreign branches of do-
mestic banks involves somewhat different investment risks than those affecting
obligations of United States domestic issuers. There may be limited publicly
available information with respect to foreign issuers, and foreign issuers are
not generally subject to uniform accounting, auditing and financial standards
and requirements comparable to those applicable to domestic companies. There
may also be less government supervision and regulation of foreign securities
exchanges, brokers and listed companies than in the United States. Many for-
eign securities markets have substantially less volume than United States na-
tional securities exchanges, and securities of some foreign issuers are less
liquid and more volatile then securities of comparable domestic issuers. Bro-
kerage commissions and other transaction costs on foreign securities exchanges
are generally higher than in the United States. Dividends and interest paid by
foreign issuers may be subject to withholding and

21
<PAGE>

other foreign taxes which may decrease the net return on foreign investments
as compared to dividends and interest paid by domestic companies. Additional
risks include future political and economic developments, the possibility that
a foreign jurisdiction might impose or change withholding taxes on income pay-
able with respect to foreign securities, and the possible adoption of foreign
governmental restrictions such as exchange controls.

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

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

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

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

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

22
<PAGE>

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

INVESTMENT LIMITATIONS

The Emerging Markets Portfolio will not:

(a) with respect to 50% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the U.S. Government or any of its agencies or instrumentali-
ties);

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

The International Equity Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and 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;

In addition, each Portfolio will not:

(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 by purchasing debt securities in accordance with its
investment objective and policies or entering into repurchase agree-
ments or by lending its portfolio securities to banks, brokers, deal-
ers and other financial institutions so long as the loans are made in
compliance with the 1940 Act, as amended, or the Rules and Regulations
or interpretations of the SEC;

(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

23
<PAGE>

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

The investment objectives of the Portfolios are fundamental and with respect
to each Portfolio may be changed only with the approval of the holders of a
majority of the outstanding shares of such Portfolio. Except for limitations
(a) and (b) with respect to the International Equity Portfolio, and limita-
tions (d), (e) and (f)(i), the Portfolios' investment limitations and policies
described in this Prospectus and in the SAI are not fundamental and may be
changed by the Fund's Board of Directors. If a percentage limitation on in-
vestment or utilization of assets as set forth above is adhered to at the time
an investment is made, a later change in percentage resulting from changes in
the value or total cost of the Portfolios' assets will not be considered a vi-
olation of the restriction.

PURCHASE OF SHARES

Shares of the Portfolios may be purchased by customers of brokers-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on 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.

24
<PAGE>

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 custom-
ers and the Fund for timely transmission of all subscription and redemption
requests, investment information, documentation and money.

INITIAL INVESTMENT

BY MAIL
. Complete and sign an Application, and mail it, together with a check
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 the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal 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, the Portfolio selected, the 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 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 $1,000. Shares may be purchased at net asset value by mailing a

25
<PAGE>

check to UAM Funds Service Center (payable to UAM Funds) at the above address
or by wiring monies to the Custodian Bank using the instructions outlined
above. When making additional investments, be sure that your account number,
account name, and the Portfolio to be purchased are specified on the check or
wire. Prior to wiring additional investments, notify the UAM Funds Service
Center by calling the telephone number on the cover of this Prospectus. Mail
orders should include, when possible, the "Invest by Mail" stub which accompa-
nies 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 each 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.

IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed 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 a Portfo-
lio in exchange for securities will be issued at net asset value determined as
of the same time. All dividends, interest, subscription, or other rights per-
taining 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. Securi-
ties acquired through an in-kind purchase will be acquired for investment and
not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. 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

26
<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 each Portfolio may be redeemed by mail or telephone at any time,
at the net asset value next determined after receipt of the redemption re-
quest. Any redemption may be more or less than the purchase price of your
shares depending on the market value of the investment securities held by the
Portfolios. Shares held 90 days or more may be redeemed without cost. Shares
held less than 90 days will be subject to a 1% redemption fee which is re-
tained by the Fund for the benefit of the remaining shareholders and is in-
tended to encourage long-term investment in the Portfolio, to avoid transac-
tion and other expenses caused by early redemption and to facilitate portfolio
management.

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
In order to make a redemption request by telephone, you must:

. 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.

27
<PAGE>

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);

. redemption of certificated shares by telephone.

The Fund and the Fund's 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
requiring 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 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 this pro-
cedure within one business day of and no more than seven days after 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 as determined
by the SEC.

28
<PAGE>

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each 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 contacting 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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

The net asset value of each Portfolio is determined by dividing the value of
a Portfolio's assets, less any liabilities, by the total number of shares out-
standing of the Portfolio. The net asset value per share of each Portfolio is
determined as of the close of the NYSE on each day that the NYSE is open for
business.

29
<PAGE>

valuation date for which market quotations are readily available are valued
neither exceeding the current asked prices nor less than the current bid pric-
es. Quotations of foreign securities in a foreign currency are converted to
U.S. dollar equivalents. The converted value is based upon the bid price of
the foreign currency against U.S. dollars quoted by any major bank or by a
broker.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. 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 it reflects fair value.

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 Fund's Board of Directors.

PERFORMANCE CALCULATIONS

The Portfolios measure performance by calculating total return. Total return
figures are based on historical earnings and are not intended to indicate fu-
ture performance.

Total return is the change in value of an investment in a 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.

The Portfolios' 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 Portfolios' SAI. This information may also be included in sales
literature and advertising.

The Portfolios' Annual Reports to Shareholders for the most recent fiscal
year end contain additional performance information that includes comparisons
with appropriate indices. The Annual Reports are available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
or phone number on the cover of this Prospectus.

30
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

FEDERAL TAXES
Each Portfolio intends to qualify each year as a "regulated investment com-
pany" under subchapter M of the Internal Revenue Code, as amended, for federal
income 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, each Portfo-
lio must, among other things, distribute substantially all of its ordinary in-
come and net capital gains on a current basis and maintain a portfolio of in-
vestments which satisfies certain diversification criteria.

Dividends paid by a 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 taxpayer identification
regulations. To avoid this withholding requirement, you must certify that your
Social Security or Taxpayer Identification Number 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 each Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce each
Portfolio's dividends but are included in the taxable income reported on your
tax statement if each Portfolio qualifies for this tax treatment and elects to
pass it through to you. Consult a tax adviser for more information regarding
deductions and credits for foreign taxes.

31
<PAGE>

INVESTMENT ADVISER

Acadian Asset Management, Inc. is a Massachusetts corporation formed in 1986
and is located at Two International Place, Boston, Massachusetts 02110. The
Adviser is a wholly-owned subsidiary of United Asset Management Corporation
("UAM") and provides investment management services to corporations, pension
and profit-sharing plans, 401(k) and thrift plans, trusts, estates and other
institutions and individuals. As of the date of this Prospectus, the Adviser
had approximately $4 billion in assets under management. For further informa-
tion on Acadian Asset Management Inc.'s investment services, please call (617)
946-3500.

Acadian Asset Management, Inc.'s team of investment professionals is as fol-
lows:

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

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

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

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

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

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

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

BRIAN K. WOLAHAN -- Senior Vice President -- Lehigh University, B.S., 1980;
M.I.T. (Sloan School of Management), M.S., Business Administration, 1987;

32
<PAGE>

Portfolio Manager and Quantitative Research Analyst, Acadian Asset Management,
Inc. 1990 -- Present.

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

Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of February 19, 1993, the Adviser manages the investment and reinvestment
of each Portfolio's assets. The Adviser must adhere to the stated investment
objectives and policies of the Portfolios, and is subject to the control and
supervision of the Fund's Board of Directors.

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

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

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

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

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. The Distributor, UAM, the Adviser, or any of their
affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect

33
<PAGE>

to the Fund, a Portfolio or any Class of Shares of a Portfolio. 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 arrangements are in effect,
they are made generally available to all qualified service 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

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the International Equity Portfolio. The per-
formance date for the managed accounts is net of all fees and expenses. The
investment returns of the International Equity Portfolio may differ from those
of the separately managed accounts may have fees and expenses that differ from
those of the International Equity Portfolio. Further, the separately managed
accounts are not subject to investment limitations, diversification require-
ments and other restrictions imposed by the 1940 Act and Internal Revenue
Code; such conditions, if applicable, may have lowered the returns for sepa-
rately managed accounts. The results presented are not intended to predict or
suggest the return to be experienced by the Portfolio or the return an in-
vestor might achieve by investing in the International Equity Portfolio.

ACADIAN ASSET MANAGEMENT, INC. -- INTERNATIONAL CORE STRATEGY
(Percentage returns of Net of Management Fees)

<TABLE>
<CAPTION>
MORGAN STANLEY CAPITAL
ACADIAN ASSET INTERNATIONAL
TIME PERIODS AND CALENDAR YEARS MANAGEMENT EAFE
- ------------------------------- ------------- ----------------------
<S> <C> <C>
9 months to 12/31/88...................... 11.00% 11.30%
1989...................................... 11.80% 10.50%
1990...................................... (24.00)% (23.40)%
1991...................................... 4.40% 12.10%
1992...................................... (15.00)% (12.20)%
1993...................................... 37.80% 32.60%
1994...................................... 5.90% 7.80%
1995...................................... 14.00% 11.20%
Year to Date through 9/30/96.............. 8.50% 4.40%
Annualized................................ 4.97% 5.20%
Cumulative................................ 51.07% 53.87%
Seven-Year Mean (1/1/89-12/31/95)......... 4.99% 5.51%
Value of $1 invested during 8 1/2 years
(4/1/88-9/30/96)........................ $ 1.51 $ 1.54
</TABLE>

34
<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 composite account on
April 1, 1988 had grown to $1.51 by September 30, 1996.
3. The seven-year mean is the arithmetic average of the annual returns for the
calendar years listed.
4. The Morgan Stanley Capital International EAFE Index is an unmanaged index
which assumes reinvestment of dividends and is generally considered repre-
sentative 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 eight and a half-year
period (4/1/88-9/30/96) was .60% or 60 basis points. During the period,
fees on the Adviser's individual accounts ranged from .40% to .75% (40 ba-
sis points to 75 basis points). Net returns vary depending on the manage-
ment fee.

ADMINISTRATIVE SERVICES

United Asset Management Fund Services, Inc., ("UAMFSI"), a wholly-owned sub-
sidiary of UAM, is responsible for performing and overseeing administrative,
fund accounting, dividend disbursing and transfer agent services provided to
the Fund and its portfolios. UAMFSI's principal office is located at 211 Con-
gress Street, Boston, MA 02110. UAMFSI has subcontracted some of these serv-
ices to Chase Global Funds Services Company ("CGFSC"), an affiliate of The
Chase Manhattan Bank, by a Mutual Funds Service Agreement dated April 15,
1996. CGFSC is located at 73 Tremont Street, Boston, MA 02108.

The 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 fees are the following percentages of
aggregate net assets:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Emerging Markets Portfolio............................................. 0.06%
International Equity Portfolio......................................... 0.06%
</TABLE>

35
<PAGE>

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

36
<PAGE>

of the transaction or the overall responsibility of the Adviser to the Portfo-
lios 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 consistent with the investment policies
of a Portfolio and one or more of these other clients served by the Adviser is
considered at or about the same time, transactions in such securities will be
allocated among the Portfolio and clients in a manner deemed fair and reason-
able by the Adviser. Although there is no specified formula for allocating
such transactions, such allocations are subject to periodic review by the
Fund's Board of Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized 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." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with an $.001 par value. The Directors have the power to designate one
or more series ("Portfolios") or classes of shares of common stock and to
classify or reclassify any unissued shares with respect to such Portfolios,
without further action by shareholders. The Board of Directors may create ad-
ditional Portfolios and Classes of shares of the Fund in the future at its
discretion.

The shares of each Portfolio and Class of the Fund are fully paid and nonas-
sessable and have no preference as to conversion, exchange, dividends, retire-
ment or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors
can elect 100% of the Directors. As of December 6, 1996, UNISYS, Blue Bell, PA
held of record 61% of the outstanding shares of the Emerging Markets Portfolio
Institutional Class Shares. Also, as of December 6, 1996, Bankers Trust Compa-
ny, as Trustee for Premark International Master Pension Trust, Jersey City, NJ
held of record 83.3% of the outstanding shares of the International Equity
Portfolio Institutional Class Shares, for which beneficial ownership is dis-
claimed or presumed disclaimed. The persons or organizations owning 25% or
more of the outstanding shares of a Portfolio may be presumed to "control" (as
that term is defined in the 1940 Act) such Portfolio. As a result, those per-
sons or organizations could have the ability to vote a majority of the shares
of the Portfolio on any matter requiring the approval of shareholders of such
Portfolio. A shareholder is entitled to one vote for each full share held (and
a fractional vote for each fractional share held), then standing in

37
<PAGE>

his name on the books of the Fund. Annual meetings will not be held except as
required by the 1940 Act and other applicable laws. The Fund has undertaken
that its Directors will call a meeting of shareholders if such a meeting is
requested in writing by the holders of not less than 10% of the outstanding
shares of the Fund. The Fund will assist shareholder communications in such
matters.

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

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

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 Center
at the address or telephone number listed on the cover of this Prospectus.

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 ITS REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

38
<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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

39
<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
Acadian Asset Management, Inc.
Two International Place, 26th Floor
Boston, MA 02110
(617) 946-3500

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The C & B Portfolios
Institutional Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

UAM FUNDS

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

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

THE C & B PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: COOKE & BIELER, INC.

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

PROSPECTUS -- JANUARY 3, 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 C&B Portfolios currently offer only one class of shares. The se-
curities offered in this Prospectus are Institutional Class Shares of four di-
versified, no-load Portfolios of the Fund managed by Cooke & Bieler, Inc.

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

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

C & B MID CAP EQUITY PORTFOLIO. The objective of the C & B Mid Cap Equity
Portfolio (the "Mid Cap Portfolio") is maximum long-term total return, consis-
tent with minimizing risk to principal. The Portfolio seeks this objective by
investing in common stocks of companies which have a consistency and predict-
ability in their earnings growth. The anticipated range of market capitaliza-
tions for the holdings in this Portfolio is between $500 million and $5 bil-
lion, with an anticipated average market capitalization of $3 billion or less.
Research by Cooke & Bieler's internal securities analysts will be relied upon
to identify these companies.
<PAGE>

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

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

Keep this Prospectus, for future reference. It contains information 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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 6
Investment Policies........................................................ 7
Other Investment Policies.................................................. 10
Purchase of Shares......................................................... 16
Redemption of Shares....................................................... 19
Shareholder Services....................................................... 20
Valuation of Shares........................................................ 21
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Administrative Services.................................................... 25
Distributor................................................................ 26
Portfolio Transactions..................................................... 26
General Information........................................................ 27
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

FUND EXPENSES

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

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
TAXABLE
EQUITY BALANCED EQUITY MID CAP
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases....... NONE NONE NONE NONE
Sales Load Imposed on Reinvested
Dividends........................... NONE NONE NONE NONE
Deferred Sales Load................... NONE NONE NONE NONE
Redemption Fees....................... NONE NONE NONE NONE
Exchange Fees......................... NONE NONE NONE NONE
</TABLE>

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

<TABLE>
<S> <C> <C> <C> <C>
Investment Advisory Fees................. 0.625% 0.625 % 0.625 %* 0.625 %*
Administrative Fees...................... 0.140% 0.390 % 0.196 %* 0.196 %*
12b-1 Fees............................... NONE NONE NONE NONE
Distribution Costs....................... NONE NONE NONE NONE
Other Expenses........................... 0.055% 0.275 % 0.332 %* 0.332 %*
Advisory Fees Waived..................... -- (0.290)% (0.153)%* (0.153)%*
----- ------ ------ ------
Total Operating Expenses (After Fee
Waiver): 0.820%* 1.00 %* 1.00%* 1.00%*
===== ====== ====== ======
</TABLE>
- -----------
* Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Balanced Portfolio for the fiscal year ended October 31, 1996 would have
been 1.31%. The annualized Total Operating Expenses includes the effect of
expense offsets. If expense offsets were excluded, annualized Total Operat-
ing Expenses of the Equity Portfolio would be 0.83%, and annualized Total
Operating Expenses of the Balanced Portfolio would not be affected. The Ad-
viser has voluntarily agreed to waive a portion of its advisory fees and to
assume as the Adviser's own expense operating expenses otherwise payable by
the Portfolios, if necessary, in order to keep each Portfolio's total annual
operating expenses from exceeding 1.00% of its average daily net assets. Ab-
sent the Adviser's fee waiver, estimated total operating expenses would be
1.153% for the Taxable Equity Portfolio and 1.153% for the MidCap Portfolio.
The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of the
Portfolios for a given fiscal year. The amounts have been restated to re-
flect current administrative fees.

1
<PAGE>

The table above shows the expenses that an investor in the Portfolios would
bear directly or indirectly. For the Equity and Balanced Portfolios, the ex-
penses and fees listed are based on the Fund's operations during the fiscal
year ended October 31, 1996, except that Administrative Fees have been re-
stated to reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in
the SAI). As the Taxable Equity and Mid Cap Portfolios have not yet begun op-
erations, the expenses are based on estimates. For purposes of calculating the
fees set forth above, the table assumes the Taxable Equity and the Mid Cap
Portfolios' average daily assets will be $25 million. The Adviser has volun-
tarily agreed to waive a portion of its advisory fees and to assume as the Ad-
viser's own expense operating expenses otherwise payable by the Portfolios, if
necessary, in order to keep each Portfolio's total annual operating expenses
from exceeding 1.00% of its average daily net assets. The Fund will not reim-
burse the Adviser for any advisory fees that are waived or Portfolio expenses
that the Adviser may bear on behalf of the Portfolios for a given fiscal year.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity Portfolio............................. $ 8 $26 $46 $102
Balanced Portfolio........................... $10 $32 $55 $123
Taxable Equity Portfolio..................... $10 $32 * *
Mid Cap Portfolio............................ $10 $32 * *
</TABLE>
- -----------
* As the Taxable Equity and Mid Cap Portfolios have not yet begun opera-
tions, the Fund has not projected expenses beyond the three-year period
shown.

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
Cooke & Bieler, Inc. (the "Adviser"), an investment counseling firm founded
in 1951, serves as investment adviser to four of the Fund's Portfolios. The
Adviser presently manages over $5 billion in assets for institutional clients
and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") at net asset value without a sales commission. Share pur-
chases 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 initial in-
vestment for spousal IRA accounts is $250. Certain exceptions to the initial
or minimum investment amounts may be made by officers of the Fund. (See "PUR-
CHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized net capital gains annually. Distributions will automatically be rein-
vested in Portfolio shares unless an investor elects to receive cash distribu-
tions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

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

3
<PAGE>

RISK FACTORS

The value of each Portfolio's shares can be expected to fluctuate in re-
sponse to changes in market and economic conditions as well as the financial
conditions and prospects of the issuers in which the Portfolio invests. Pro-
spective investors should consider the following: (1) The Balanced Portfolio
may invest in securities rated lower than Baa by Moody's Investors Services,
Inc. or BBB by Standard & Poor's Corporation. These securities carry a high
degree of credit risk, and are considered speculative by the major credit rat-
ing agencies and are sometimes referred to as "junk bonds". (See "INVESTMENT
POLICIES"); (2) The fixed income securities held by the Balanced Portfolio
will be affected by general changes in interest rates that result in increases
or decreases in their value. The value of securities held by the Portfolio can
be expected to vary inversely with changes in interest rates; as interest
rates decline, market value tends to increase and vice versa; (3) Each Portfo-
lio may invest a portion of its assets in derivatives including futures con-
tracts and options. (See "FUTURES CONTRACTS AND OPTIONS"); (4) Each Portfolio
may use various investment practices, including investing in repurchase agree-
ments, when-issued, forward delivery and delayed settlement securities and
lending of securities. (See "OTHER INVESTMENT POLICIES"); (5) Common stocks of
companies which have smaller or medium-sized market capitalizations may ex-
hibit greater market volatility than common stock of companies which have
larger capitalizations.

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables show selected per share information for a share out-
standing throughout each period presented for the Equity and Balanced Portfo-
lios. These tables are part of the Portfolios' Financial Statements, which are
included in the Portfolios' 1996 Annual Reports to Shareholders. The Annual
Reports are incorporated into the Portfolios' SAI. The Portfolios' Financial
Statements have been audited by Price Waterhouse LLP. Their unqualified opin-
ion on the Financial Statements is also incorporated into the SAI. Please read
the following information in conjunction with the Portfolios' 1996 Annual Re-
ports to Shareholders.

C&B EQUITY PORTFOLIO

<TABLE>
<CAPTION>
MAY 15,**
1990 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, -----------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996
----------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $ 9.13 $ 12.33 $ 13.29 $ 13.06 $ 13.13 $ 15.68
------ ------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS.............
Net Investment
Income................ 0.08 0.25 0.29 0.28 0.31 0.34 0.36
Net Realized &
Unrealized Gain
(Loss) on
Investments........... (0.89) 3.20 1.02 0.24 0.28 2.55 2.94
------ ------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT
OPERATIONS.......... (0.81) 3.45 1.31 0.52 0.59 2.89 3.30
------ ------- -------- -------- -------- -------- --------
DISTRIBUTIONS
Net Investment
Income................ (0.06)+ (0.25)+ (0.30) (0.26) (0.30) (0.34) (0.35)
Net Realized Gain...... -- -- (0.05) (0.49) (0.18) (0.74)
In Excess of Net
Realized Gain......... -- -- -- -- (0.04) -- --
------ ------- -------- -------- -------- -------- --------
Total Distributions.. (0.06) (0.25) (0.35) (0.75) (0.52) (0.34) (1.09)
------ ------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD................. $ 9.13 $ 12.33 $ 13.29 $ 13.06 $ 13.13 $ 15.68 $ 17.89
====== ======= ======== ======== ======== ======== ========
TOTAL RETURN............ (8.17)%++ 38.04%++ 10.68% 4.05% 4.67% 22.28% 21.99%
====== ======= ======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of
Period (Thousands).... $4,582 $50,321 $112,763 $209,153 $208,937 $245,813 $169,044
Ratio of Expenses to
Average Net Assets+... 1.00%* 1.00% 0.83% 0.82% 0.82% 0.79% 0.81%
Ratio of Net
Investment Income to
Average Net Assets.... 3.21%* 2.65% 2.27% 2.28% 2.39% 2.35% 1.92%
Portfolio Turnover
Rate.................. 0% 7% 45% 21% 46% 42% 29%
Average Commission
Rate#................. N/A N/A N/A N/A N/A N/A $ 0.0508
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... N/A N/A N/A N/A N/A 0.78% 0.80%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Net of voluntarily waived fees of $.01 and $.001 per share for the period
ended October 31, 1990 and the year ended October 31, 1991, respectively.
++ Total return would have been lower if certain fees and expenses had not
been waived during the period indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

C&B BALANCED PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 29,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996
-------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $ 9.44 $ 11.88 $ 12.57 $ 12.68 $ 11.86 $ 13.13
------ ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income................ 0.34 0.40 0.46 0.45 0.48 0.52 0.45
Net Realized &
Unrealized Gain
(Loss) on
Investments........... (0.59) 2.45 0.79 0.40 (0.39) 1.51 1.29
------ ------- ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT
OPERATIONS.......... (0.25) 2.85 1.25 0.85 0.09 2.03 1.74
------ ------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ (0.31) (0.40) (0.46) (0.44) (0.47) (0.52) (0.45)
Net Realized Gain...... -- (0.01) (0.10) (0.30) (0.44) (0.24) (1.48)
------ ------- ------- ------- ------- ------- -------
Total Distributions.. (0.31) (0.41) (0.56) (0.74) (0.91) (0.76) (1.93)
====== ======= ======= ======= ======= ======= =======
NET ASSET VALUE, END OF
PERIOD................. $ 9.44 $ 11.88 $ 12.57 $ 12.68 $ 11.86 $ 13.13 $ 12.94
====== ======= ======= ======= ======= ======= =======
TOTAL RETURN............ (2.62)%+ 30.50 %+ 10.72 % 7.01 % 0.74 %+ 17.83 %+ 14.70 %+
====== ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of
Period (Thousands).... $8,634 $26,346 $35,326 $42,974 $32,077 $24,146 $22,629
Ratio of Expenses to
Average Net Assets.... 1.00 %* 1.00 %# 0.91 % 0.90 % 1.00 % 1.00 % 1.00 %
Ratio of Net
Investment Income to
Average Net Assets.... 4.61 %* 4.07 % 3.78 % 3.65 % 3.84 % 3.80 % 3.51 %
Portfolio Turnover
Rate.................. 2 % 11 % 12 % 22 % 24 % 22 % 21 %
Average Commission
Rate #................ N/A N/A N/A N/A N/A N/A $0.0511
Voluntary Waived Fees
and Expenses Assumed
by the Adviser Per
Share................. $ 0.03 $ 0.01 N/A N/A $ 0.001 $ 0.004 $ 0.037
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... N/A N/A N/A N/A N/A 1.00 % 1.00 %
</TABLE>
- -----------
* Annualized.
**Commencement of Operations.
+ Total return would have been lower had certain fees not been waived during
the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

INVESTMENT OBJECTIVES

The Portfolios maintain different investment policies while pursuing similar
investment objectives: to provide maximum long-term total return consistent
with minimal risk to principal. There can be no assurance that a Portfolio
will achieve its stated objective.

6
<PAGE>

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

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

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

C & B BALANCED PORTFOLIO. The objective of the Balanced Portfolio is to pro-
vide maximum long-term total return with minimal risk to principal by invest-
ing primarily in securities consisting of investment grade bonds and common
stocks which show consistent and predictable earnings growth. The proportion
of the Portfolio's assets invested in fixed income securities or common stocks
will vary as market conditions warrant. A typical asset mix for the Portfolio,
is expected to be 60% common stocks and 40% fixed income securities. The Port-
folio's total return will consist of both income and capital return, the rela-
tive proportions of which will vary according to the Portfolio's mix of under-
lying investments.

The Portfolios have distinct investment policies as set forth below.

INVESTMENT POLICIES

C & B EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve its objective
by investing primarily in common stocks which have consistent and predictable
earnings growth. It may also invest in convertible bonds or convertible pre-
ferred stocks.

Security selection for the Equity Portfolio is based on analysis of a
company's financial characteristics, an assessment of the quality of a
company's management, and the implementation of valuation discipline. Compa-
nies acceptable for investment in the Portfolio are determined by screening
criteria such as high return on equity, strong balance sheets, and consistency
and predictability in the growth of earnings and dividends. Intensive on-site
research, including interviews with top management, is undertaken by the Ad-
viser to identify companies with strong man-

7
<PAGE>

agement, further narrowing the universe of acceptable investments. Dividend
discount analysis is utilized to determine those stocks with the most attrac-
tive returns from this universe. A stock is sold when a more attractive alter-
native is discovered.

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

C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS. The Taxable Equity Portfolio
may invest in companies with any size of market capitalization from very small
companies to very large companies. In addition, the Taxable Equity Portfolio
attempts to minimize portfolio turnover. The portfolio turnover rate reflects
the frequency with which securities are purchased and sold within the portfo-
lio. A rate of turnover of 100% could occur, for example, if all the securi-
ties held by a Portfolio are replaced within a period of one year. When a
Portfolio sells securities realizing gain, tax laws require that such gains be
distributed to investors every year. As a result, such investors are taxed on
their pro-rata shares of the gains. By attempting to minimize portfolio turn-
over, the Taxable Equity Portfolio will generally have a low turnover rate. It
is impossible to predict the impact of such a strategy on the realization of
gains or losses for the Taxable Equity Portfolio. For example, the Taxable Eq-
uity Portfolio may forego the opportunity to realize gains or reduce losses as
a result of this policy. The Adviser intends to balance these tax considera-
tions with portfolio trading needs and reserves the right to engage in short-
term trading if market conditions warrant such trading.

C & B MID CAP EQUITY PORTFOLIO. The Mid Cap Portfolio invests in midcap com-
panies, that is, companies having market capitalizations between $500 million
and $5 billion, with an anticipated average market capitalization of $3 bil-
lion or less. Investments in small and medium capitalization stocks may in-
volve greater risks than investing in large capitalization stocks, since
smaller companies can be subject to more abrupt, dramatic market and competi-
tive pressures, which can impact their stock prices in erratic, abrupt or more
volatile ways. Generally, the smaller the market capitalization of a company
the greater the potential for volatility. The Mid Cap Portfolio will not be
managed to minimize portfolio turnover.

Security selection for the Taxable Equity and Mid Cap Portfolios is similar
to the selection process utilized for the Equity Portfolio. Security selection
for both Portfolios is also based on analysis of a company's financial charac-
teristics, an assessment of the quality of a company's internal research capa-
bilities, the implementation of a valuation discipline and adherence to a low
risk philosophy. Companies acceptable for investment in the Portfolios are de-
termined by screening criteria such as high return on equity, strong balance
sheets, ability to generate excess cash flow, excellent fixed cost coverage
ratios, industry leadership position and a dividend and/or share repurchase
policy which will enable investors to bene-

8
<PAGE>

fit from consistent, above average earnings and dividend growth. Intensive on-
site research, including interviews with top management, is undertaken by the
Adviser to identify companies with strong management, further narrowing the
universe of acceptable investments.

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

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

C & B BALANCED PORTFOLIO. The Balanced Portfolio is designed to provide
shareholders a single vehicle with which to participate in the Adviser's eq-
uity and fixed income strategies, combined with the Adviser's asset allocation
decisions. The Portfolio seeks to achieve its objective by investing in a mix
of stocks, bonds, and cash equivalents. A typical asset mix for the Portfolio
is 60% stocks and 40% bonds. Depending on market conditions, this mix will
vary. However, at least 25% of the Portfolio's total assets will always be in-
vested in fixed income senior securities. Cash equivalent investments will be
maintained when deemed appropriate by the Adviser. Equity securities are se-
lected using approaches identical to those described under "Investment Poli-
cies" for the Equity Portfolio.

Fixed income securities in the Portfolio will consist primarily of (1) in-
vestment grade securities of varying maturities, including securities of or
guaranteed

9
<PAGE>

by the U.S. Government and its agencies or instrumentalities, corporate bonds,
mortgage-backed securities, variable rate debt securities, asset-backed secu-
rities, and various short-term instruments such as commercial paper, Treasury
bills, and certificates of deposit, and (2) any other publicly or privately
placed unrated security which, in the Adviser's opinion, is equivalent in
quality to securities having one of the four highest grades assigned by
Moody's Investors Service, Inc. (Moody's) or Standard & Poor's Corporation
(S&P).

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

The Adviser intends to limit the Portfolio's fixed income investments to in-
vestment grade securities. However, as described above, the Adviser reserves
the right to retain securities which are downgraded by one or both of the rat-
ing agencies or buy securities rated Ba or B by Moody's or BB or B by S&P if,
in the Adviser's judgment, maintaining a position in the securities is war-
ranted. Securities rated less than Baa by Moody's or BBB by S&P are classified
as carrying a high degree of risk and are considered speculative by the major
credit rating agencies. In addition, the Adviser may invest in preferred
stocks and convertible securities. In the case of convertible securities, the
conversion privilege may be exercised, but the common stocks received will be
sold.

OTHER INVESTMENT POLICIES

10
<PAGE>

assets of at least $1 billion, or the equivalent in other currencies, (ii) in
the case of U.S. banks, it is a member of the Federal Deposit Insurance Corpo-
ration, and (iii) in the case of foreign branches of U.S. banks, the security
is, in the opinion of the Adviser, of an investment quality comparable with
other debt securities which may be purchased by each Portfolio.

11
<PAGE>

WHEN-ISSUED AND FORWARD DELIVERY SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued" or "for-
ward delivery" basis. "When-issued" or "forward delivery" refers to securities
whose terms and indenture are available and for which a market exists, but
which are not available for immediate delivery. When-issued or forward deliv-
ery transactions may be expected to occur a month or more before delivery is
due. However, no payment or delivery is made by a Portfolio until it receives
payment or delivery from the other party to the transaction. A Portfolio will
maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Such segregated securi-
ties will either mature or, if necessary, be sold on or before the settlement
date. Typically, no income accrues on securities purchased on a delayed deliv-
ery basis prior to the time delivery is made, although a 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 increase
its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover for the Equity and Balanced Portfolios is not anticipated
to exceed 80%; turnover is not anticipated to exceed 30% for the Taxable Eq-
uity Portfolio and 50% for the Mid Cap Portfolio. In addition to Portfolio
trading costs, higher rates of portfolio turnover may result in the realiza-
tion of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES"
for more information on taxation.) The Portfolios will not normally engage in
short-term trading, but each reserves the right to do so. The tables set forth
in "Financial Highlights" present the Equity and Balanced Portfolios' histori-
cal portfolio turnover rates.

12
<PAGE>

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

The Fund has received permission from the SEC to allow each of its Portfo-
lios, for cash management purposes, to invest the greater of 5% of its total
assets or $2.5 million in the Fund's DSI Money Market Portfolio provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

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

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

13
<PAGE>

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, the Bal-
anced Portfolio may invest in stock and bond futures and options and interest
rate futures contracts and the Equity, Taxable Equity and Mid Cap Portfolios
may invest in stock futures and options. Because transaction costs associated
with futures and options may be lower than the costs of investing in stocks
and bonds directly, it is expected that the use of index futures and options
to facilitate cash flows may reduce a Portfolio's overall transactions costs.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Fund's Directors, the risk that a Portfolio will
be unable to close out a futures position or options contract will be mini-
mized by only entering into futures contracts or options transactions traded
on national exchanges and for which there appears to be a liquid secondary
market.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. Each Portfolio will invest no more than
10% of its net assets in illiquid securities. The prices realized from the
sales of these securities could be more or less than those originally paid by
the Portfolio or less than what may be considered the fair value of such secu-
rities.

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

14
<PAGE>

INVESTMENT LIMITATIONS
A Portfolio will not:

(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;

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost,
and (ii) a Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or

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

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of each Portfolio of the Fund. If a percentage
limitation on investment or utilization of assets as set forth above is ad-
hered to at the time an investment is made, a later change in percentage re-
sulting from changes in the value or total cost of a Portfolio's assets will
not be considered a violation of the restriction.

15
<PAGE>

PURCHASE OF SHARES

Shares of each 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 IRA accounts
is $500. The minimum initial investment for spousal IRA accounts is $250. Cer-
tain exceptions may be made by the officers of 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 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.

16
<PAGE>

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it together with a check
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 the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal Funds (moneys
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 ____________

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 to the UAM Funds Service Center (payable to "UAM Funds") 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 are specified on the check or wire. Prior to wiring
additional investments, notify the Fund by calling the number on the cover of
this Prospectus.

17
<PAGE>

Mail orders should include, when possible, the "Invest by Mail" stub which ac-
companies any Fund confirmation statement.

OTHER PURCHASE INFORMATION
Investments received by 4 p.m. 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 dis-
cretion, to suspend the offering of shares of each Portfolio or to reject pur-
chase 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 issued. Certif-
icates for whole shares will not be issued except at the written request of
the shareholder.

The Fund will not accept securities in exchange for shares of a 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);

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
securities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.

18
<PAGE>

REDEMPTION OF SHARES

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

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

19
<PAGE>

The Fund or Sub-Transfer Agent may be liable for any losses due to unautho-
rized 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 ex-
pense for following instructions received by telephone that it reasonably be-
lieves 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.

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 re-
ceipt 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
as determined by the SEC.

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each C & B Portfolio may be exchanged for In-
stitutional Class Shares of other C & B Portfolios. In addition, Institutional
Class Shares of each Portfolio may be exchanged for any other Institutional
Class

20
<PAGE>

Shares of a Portfolio included in the Fund or UAM Funds Trust. (See the list
of Portfolios of the UAM Funds--Institutional Class Shares at the end of this
Prospectus.) Exchange requests should be made by calling the Fund or writing
to the UAM Funds Service Center.

Any exchange will be based on the net asset values 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 Portfo-
lio(s). 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 4:00
p.m. (ET) will be processed as of the close of business on the same day. Re-
quests received after 4:00 p.m. will be processed on the next business day.
The Board of Directors may limit frequency and amount of exchanges permitted.
For additional information regarding responsibility for the authenticity of
telecopied instructions, see "REDEMPTION OF SHARES--BY TELEPHONE" above. An
exchange into another UAM Funds Portfolio may result in a capital gain or loss
for income tax purposes. The Fund may modify or terminate the exchange privi-
lege at any time.

VALUATION OF SHARES

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

Equity securities listed on a securities exchange for which market quota-
tions are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted equity securities and listed secu-
rities not traded on the valuation date for which market quotations are read-
ily available are valued neither exceeding the current asked prices nor less
than the current bid prices. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is
based upon the bid price of the foreign currency against U.S. dollars quoted
by any major bank or by a broker.

21
<PAGE>

provided by a pricing service when such prices are believed to reflect the
fair market value of such securities. Securities purchased with remaining ma-
turities of 60 days or less are valued at amortized cost when the Board of Di-
rectors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

The Portfolios' Annual Reports to Shareholders for the most recent fiscal
year end contain additional performance information that include comparisons
with appropriate indices. The Annual Reports are available without charge.
Contact the UAM Funds Service Center at the address or telephone number on the
cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

22
<PAGE>

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

FEDERAL TAXES
Each 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, each 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 invest-
ments 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.

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.

INVESTMENT ADVISER

Cooke & Bieler, Inc. is a Pennsylvania corporation formed in 1951 and is lo-
cated at 1700 Market Street, Philadelphia, PA 19103. The Adviser is a wholly-
owned subsidiary of United Asset Management Corporation ("UAM") and pro-

23
<PAGE>

vides investment management services to corporations, foundations, endowments,
pension and profit sharing plans, trusts, estates and other institutions and
individuals. As of the date of this Prospectus, the Adviser had over $5 bil-
lion in assets under management. For further information on Cooke & Bieler's
investment services, please call (215) 567-1101.

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

JOHN J. MEDVECKIS, Partner and Director.

A.B., University of Cincinnati.
He has been a member of the firm since 1973 and has managed the Portfolios
since inception.

R. JAMES O'NEIL, Vice President.

B.A., cum laude, Colby College.
M.B.A., Harvard University.
He is a Chartered Financial Analyst and
has been a member of the firm since 1988 and has managed the Portfolios
since inception.

PETER A. THOMPSON, Vice President.

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

MICHAEL M. MEYER, Associate.

B.A., cum laude, Davidson College.
M.B.A., The Wharton School of Finance, University of Pennsylvania.
He has been a member of the firm since 1993.

KERMIT S. ECK, Vice President.

B.S., Montana State University.
M.B.A., Stanford University.
He is a Chartered Financial Analyst and has been a member of the firm
since 1993.

Under Investment Advisory Agreements with the Fund, the Adviser manages the
investment and reinvestment of the assets of the Equity and Balanced Portfo-
lios, and the Taxable Equity and the Mid Cap Portfolios pursuant to agreements
dated as of July 3, 1989 and September 30, 1996, respectively. The Adviser
must adhere to the stated investment objectives and policies of the Portfo-
lios, and is subject to the control and supervision of the Fund's Board of Di-
rectors.

24
<PAGE>

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

<TABLE>
<CAPTION>
RATE
-----
<S> <C>
Equity Portfolio...................................................... 0.625%
Balanced Portfolio.................................................... 0.625%
Taxable Equity Portfolio.............................................. 0.625%
Mid Cap Portfolio..................................................... 0.625%
</TABLE>

The Adviser has voluntarily agreed to maintain each Portfolio's total annual
operating expenses from exceeding 1.00% of its average daily net assets. Ab-
sent the fees waived and expenses assumed by the Adviser, estimated annualized
total operating expenses, including administrative fees as discussed below,
would be 1.153% for the Taxable Equity Portfolio and 1.153% for the Mid Cap
Portfolio. The Fund will not reimburse the Adviser for any advisory fees which
are waived or Portfolio expenses which the Adviser may bear on behalf of the
Portfolios for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 the paying
entity's revenues, its profits or any other source available to it. When such
services arrangements are in effect, they are made generally available to all
qualified service 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 0.15 of 1% of
the daily net asset value of Institutional Class Shares held by Smith Barney's
eligible 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.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministrative, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its portfolios. 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 April
15, 1996. CGFSC is located at 73 Tremont Street, Boston, MA 02108.

25
<PAGE>

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Equity Portfolio....................................................... 0.04%
Balanced Portfolio..................................................... 0.06%
Taxable Equity Portfolio............................................... 0.04%
Mid Cap 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 billionbut less than $3
billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Portfo-
lios included in this Prospectus. The Agreement continues in effect so long as
it is approved at least annually by a vote of the Fund's Board of Directors.
Those approving the agreements must include a majority of Directors who are
neither parties to such Agreement nor interested persons of any such party.
The Agreement 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 prospec-
tuses, its statements of additional information and its reports to sharehold-
ers.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchase and sale of investment securities for the
Portfo-

26
<PAGE>

lios and direct the Adviser to use its best efforts to obtain the best avail-
able price and most favorable execution for all transactions of the Portfo-
lios. If consistent with the interests of the Portfolios, the Adviser may se-
lect brokers on the basis of the research, statistical and pricing services
they provide to each Portfolio in addition to required Adviser services. 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 the such com-
mission is reasonable in terms either of the transaction or the overall re-
sponsibility of the Adviser to a Portfolio 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.

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.". The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series 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 Direc-
tors may create additional Portfolios and classes of shares of the Fund in the
future.

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.

27
<PAGE>

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 Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

28
<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 Equity Portfolio
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

29
<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
Cooke & Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
(215) 567-1101

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The DSI Portfolios

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

[LOGO OF UAM FUNDS APEARS HERE]

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

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

THE DSI PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: DEWEY SQUARE INVESTORS CORPORATION

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

PROSPECTUS -- JANUARY 3, 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 DSI Disciplined Value Portfolio currently offers two separate classes of
shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). The DSI Limited Maturity Bond, DSI Money Market and
DSI Balanced Portfolios currently offer only one class of shares: Institu-
tional Class Shares. The securities offered in this Prospectus are Institu-
tional Class Shares of four diversified, no-load Portfolios of the Fund man-
aged by Dewey Square Investors Corporation.

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

DSI LIMITED MATURITY BOND PORTFOLIO. The objective of the DSI Limited Matu-
rity Bond Portfolio (the "Limited Maturity Bond Portfolio") is to provide max-
imum total return consistent with reasonable risk to principal by investing in
investment grade fixed income securities. The Portfolio will ordinarily main-
tain an average weighted maturity of less than six years.

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

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

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 17
Purchase of Shares......................................................... 18
Inititial Investments...................................................... 19
Redemption of Shares....................................................... 21
Shareholder Services....................................................... 24
Valuation of Shares........................................................ 24
Performance Calculations................................................... 26
Dividends, Capital Gains Distributions and Taxes........................... 27
Investment Adviser......................................................... 28
Administrative Services.................................................... 31
Distributor................................................................ 32
Portfolio Transactions..................................................... 33
General Information........................................................ 33
UAM Funds -- Institutional Class Shares.................................... 35
</TABLE>
<PAGE>

FUND EXPENSES
DSI INSTITUTIONAL CLASS

The following table illustrates the expenses and fees that a shareholder of
the Portfolios' 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

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

<TABLE>
<CAPTION>
DISCIPLINED VALUE LIMITED MATURITY MONEY MARKET BALANCED
PORTFOLIO BOND PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
----------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment Advisory
Fees.................. 0.75% 0.45% 0.40% 0.45%**
Administrative Fees..... 0.20% 0.33% 0.12% 0.22%
12b-1 Fees.............. NONE NONE NONE NONE
Other Expenses.......... 0.12% 0.23% 0.08% 0.29%
Advisory Fees Waived.... -- -- (0.22%) --
---- ---- ----- ----
Total Operating Expenses
(After Fee Waiver).... 1.07%+ 1.01%+ 0.38%*+ 0.96%+
</TABLE>
- -----------
* Absent the Adviser's fee waiver, annualized Total Operating Expenses of
the Money Market Portfolio Institutional Class Shares for the fiscal year
ended October 31, 1996 would have been 0.60%. Until further notice, the
Adviser has voluntarily agreed to waive a portion of its advisory fees in
order to keep the advisory fees at 0.18% of the Portfolio's average daily
net assets. The Fund will not reimburse the Adviser for any advisory fees
that are waived on behalf of the Portfolio.
+ The annualized Total Operating Expenses includes the effect of expense
offsets. If expense offsets were excluded, annualized Total Operating Ex-
penses of the Limited Maturity Bond Money Market Portfolio Institutional
Class Shares would be 1.02%. If expense offsets were excluded, annualized
Total Operating Expenses of the Disciplined Value and Money Market Portfo-
lios Institutional Class Shares would not differ. As of the date of this
Prospectus, the Balanced Portfolio had not commenced operations.
** The Adviser's fee is as follows: 0.45% for the first twelve months of op-
erations, 0.55% for the next twelve months of operations and 0.65% there-
after.

1
<PAGE>

This table shows the various fees and expenses that a shareholder of the
Portfolios of the Fund would bear directly or indirectly. The expenses and
fees set forth above are based on the Disciplined Value, Limited Maturity Bond
and Money Market Portfolios' operations during the fiscal year ended October
31, 1996, except that Advisory Fees Waived for the Money Market Portfolio have
been restated to reflect the Adviser's current waiver of 0.22% of its advisory
fees, and Administrative Fees have been restated to reflect current fees. See
"ADMINISTRATIVE SERVICES" herein and in the SAI. The fees and expenses with
respect to the Balanced Portfolio are based on estimated amounts for its first
year of operations, based upon assumed average daily net assets of $25 mil-
lion. As of the date of this Prospectus, the Balanced Portfolio Institutional
Class Shares had not commenced operations.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Disciplined Value Portfolio Institutional
Class Shares................................ $11 $34 $59 $131
Limited Maturity Bond Portfolio Institutional
Class Shares................................ $10 $32 $56 $124
Money Market Portfolio Institutional Class
Shares...................................... $ 4 $12 $21 $ 48
Balanced Portfolio Institutional Class
Shares...................................... $10 $31 * *
</TABLE>
- -----------
* As the Balanced Portfolio Institutional Class Shares is not yet operation-
al, the Fund has not projected expenses beyond the 3 year period shown.

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

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

DIVIDENDS AND DISTRIBUTIONS
The Money Market Portfolio declares dividends daily and distributes substan-
tially all of its net investment income monthly. Each of the other three Port-
folios will normally distribute substantially all of its net investment income
in quarterly dividends. Each Portfolio will distribute any realized net capi-
tal gains annually. Distributions will be reinvested in Portfolio shares auto-
matically unless an investor elects to receive cash distributions. (See "DIVI-
DENDS AND DISTRIBUTIONS.")

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

ADMINISTRATIVE SERVICES
UAM Fund Services Inc. ("UAMFSI"), a wholly-owned subsidiary of United 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

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

4
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Disci-
plined Value, Limited Maturity Bond and Money Market Portfolios' Institutional
Class Shares. These tables are part of the Portfolios' Financial Statements,
which are included in the Portfolios' 1996 Annual Report to Shareholders. The
Portfolios' 1996 Annual Report is incorporated into the Portfolios' SAI. The
Portfolios' Financial Statements have been audited by Price Waterhouse LLP.
Their unqualified opinion on the Financial Statements is also incorporated
into the SAI. Please read the following information in conjunction with the
Portfolios' 1996 Annual Report to Shareholders. The Balanced Portfolio Insti-
tutional Class Shares had not commenced operations as of the date of this Pro-
spectus.

DISCIPLINED VALUE PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
12, 1989** TO YEARS ENDED OCTOBER 31,
OCTOBER ----------------------------------------------------
31, 1990 1991 1992 1993 1994 1995 1996
------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 7.86 $ 10.17 $ 10.62 $ 12.72 $ 11.11 $ 11.76
------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.27 0.26 0.26 0.22 0.22 0.25 0.23
Net Realized and
Unrealized Gain
(Loss)................ (2.16) 2.31 0.46 2.09 0.17 1.70 2.26
------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations........... (1.89) 2.57 0.72 2.31 0.39 1.95 2.49
------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income.. (0.25) (0.26) (0.27) (0.21) (0.22) (0.25) (0.22)
Net Realized Gain...... -- -- -- -- (1.78) (1.05) (1.04)
------- ------- ------- ------- ------- ------- -------
Total Distributions... (0.25) (0.26) (0.27) (0.21) (2.00) (1.30) (1.26)
------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 7.86 $ 10.17 $ 10.62 $ 12.72 $ 11.11 $ 11.76 $ 12.99
======= ======= ======= ======= ======= ======= =======
TOTAL RETURN............ (19.26)% 32.95% 7.15% 21.92% 3.48% 20.12% 22.92%
======= ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $33,388 $41,558 $37,202 $42,170 $49,002 $47,938 $63,596
Ratio of Expenses to
Average Net Assets..... 1.01%* 1.05% 0.99% 1.04% 1.09% 1.00% 1.04%
Ratio of Net Investment
Income to Average Net
Assets................. 3.16%* 2.60% 2.44% 1.88% 2.02% 2.26% 1.89%
Portfolio Turnover
Rate................... 75% 62% 74% 149% 184% 121% 135%
Average Commission
Rate#.................. N/A N/A N/A N/A N/A N/A $0.0588
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A N/A 0.99% 1.04%
</TABLE>
- ----------
* Annualized
** Commencement of Operations
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

LIMITED MATURITY BOND PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
18, 1989** TO YEARS ENDED OCTOBER 31,
OCTOBER -----------------------------------------------------
31, 1990 1991 1992 1993 1994 1995 1996
------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 9.87 $ 10.40 $ 10.56 $ 9.95 $ 9.31 $ 9.51
------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income................ 0.66 0.77 0.66 0.68 0.56 0.69 0.62
Net Realized and
Unrealized Gain
(Loss)................ (0.19) 0.53 0.35 (0.16) (0.70) 0.17 (0.13)
------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations.......... 0.47 1.30 1.01 0.52 (0.14) 0.86 0.49
------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ (0.60) (0.77) (0.67) (0.70) (0.50) (0.66) (0.60)
Net Realized Gain...... -- -- (0.18) (0.43) -- -- --
------- ------- ------- ------- ------- ------- -------
Total Distributions.. (0.60) (0.77) (0.85) (1.13) (0.50) (0.66) (0.60)
------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 9.87 $ 10.40 $ 10.56 $ 9.95 $ 9.31 $ 9.51 $ 9.40
------- ------- ------- ------- ------- ------- -------
TOTAL RETURN............ 4.89% 13.72% 10.03% 5.22% (1.39)% 9.58% 5.34%
======= ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $35,583 $34,896 $33,206 $33,724 $30,220 $29,294 $30,433
Ratio of Expenses to
Average
Net Assets............. 0.72%* 0.75% 0.72% 0.79% 0.88% 0.88% 1.00%
Ratio of Net Investment
Income to Average Net
Assets................. 8.39%* 7.39% 6.19% 6.50% 5.68% 7.12% 6.55%
Portfolio Turnover
Rate................... 192% 306% 238% 167% 274% 126% 121%
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A N/A 0.87% 0.99%
</TABLE>
- -----------
* Annualized
** Commencement of Operations

6
<PAGE>

MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
28, 1989** TO YEARS ENDED OCTOBER 31,
OCTOBER -----------------------------------------------------------
31, 1990 1991 1992 1993 1994 1995 1996
------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income+............... 0.064 0.059 0.035 0.026 0.033 0.053 0.051
Total from Investment
Operations.......... 0.064 0.059 0.035 0.026 0.033 0.053 0.051
-------- -------- -------- -------- -------- -------- --------
DISTRIBUTIONS
Net Investment
Income................ (0.064) (0.059) (0.035) (0.026) (0.033) (0.053) (0.051)
Total Distributions.. (0.064) (0.059) (0.035) (0.026) (0.033) (0.053) (0.051)
-------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- -------- -------- --------
TOTAL RETURN............ 6.59% 6.10% 3.66% 2.63% 3.30% 5.48%+ 5.26%+
======== ======== ======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $258,574 $168,490 $182,807 $188,419 $112,085 $124,147 $220,124
Ratio of Expenses to
Average Net Assets..... 0.63%* 0.68% 0.64% 0.58% 0.56% 0.50% 0.38%
Ratio of Net Investment
Income to Average Net
Assets................. 7.62%* 5.98% 3.65% 2.60% 3.07% 5.35% 5.14%
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. N/A N/A N/A N/A N/A $ 0.001 $ 0.002
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A N/A 0.49% 0.38%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain expenses not been waived for
the period indicated.

7
<PAGE>

INVESTMENT OBJECTIVES

DISCIPLINED VALUE PORTFOLIO -- The objective of the Disciplined Value Port-
folio is to provide maximum long-term total return consistent with reasonable
risk to principal through diversified equity investments. The Portfolio's in-
vestment strategy is value-oriented with a disciplined approach to stock se-
lection.

LIMITED MATURITY BOND PORTFOLIO -- The objective of the Limited Maturity
Bond Portfolio is to provide maximum total return consistent with reasonable
risk to principal by investing in investment grade fixed income securities.
These consist of securities of the U.S. Government and its agencies, corporate
bonds, mortgage-backed securities, and various short-term instruments such as
commercial paper, Treasury bills, and certificates of deposit. Income return
is expected to be a predominant portion of the Portfolio's total return. Any
capital return on the Portfolio is dependent upon interest rate movements. The
capital return from the Portfolio will vary according to, among other factors,
interest rate changes and the average weighted maturity (duration) of the
Portfolio. The Portfolio will ordinarily maintain an average weighted maturity
of less than six years.

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

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

INVESTMENT POLICIES

DISCIPLINED VALUE PORTFOLIO -- The Disciplined Value Portfolio seeks to
achieve its objective by investing primarily in common stocks of mid to large
capitalization companies. The selection process for the Portfolio focuses upon
the stocks of undervalued yet fundamentally sound companies which exhibit im-
proving fundamentals.

8
<PAGE>

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

The Portfolio maintains a high degree of diversification generally with a
representation in all of the Standard & Poor's 500 Composite Price Stock Index
economic sectors. As market timing is not an important part of the Adviser's
investment strategy, cash reserves will normally represent a small portion of
the Portfolio's assets (under 20%). It is the policy of the Portfolio to in-
vest, under normal circumstances, at least 80% of its assets in equity securi-
ties. For temporary defensive purposes, however, the Portfolio may reduce its
holdings of equity securities and invest up to 100% of its holdings in short-
term investments.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States-based companies; however, from time to time
shares of foreign-based companies may be purchased if they pass the selection
process outlined above. Under normal circumstances, foreign securities will
not comprise more than 20% of the Portfolio's assets.

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

Mortgage-backed securities in which the Portfolio may invest will either
carry a guarantee from an agency of the U.S. Government or a private issuer of
the timely payment of principal and interest or are sufficiently seasoned to
be considered by the Adviser to be of investment grade quality. Mortgage-
backed securities differ from bonds in that the principal is paid back by the
borrower over the length of the loan rather than returned in a lump sum at ma-
turity. Mortgage-backed secu-

9
<PAGE>

rities are called "pass-through" securities because both interest and princi-
pal payments (including pre-payments) are passed through to the holder of the
security. When prevailing interest rates rise, the value of a mortgage-backed
security may decrease as do other types of debt securities. When prevailing
interest rates decline, however, the value of mortgage-backed securities may
not rise on a comparable basis with other debt securities because of the pre-
payment feature. When interest rates decline, additional mortgage prepayments
must be reinvested at lower interest rates. Additionally, if a mortgage-backed
security is purchased at a premium above its principal value because its fixed
rate of interest exceeds the prevailing level of yields, the decline in price
to par may result in a loss of the premium in the event of prepayment. Certain
mortgage-backed securities are referred to as""derivatives."

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to the investment grades described above. However, the Adviser reserves
the right to retain securities which are downgraded by one or both of the rat-
ing agencies if, in the Adviser's judgment, the retention of the securities is
warranted. In addition, the Adviser may invest up to 10% of the Portfolio's
assets in fixed income securities rated Ba or B by Moody's or BB or B by S&P
(or which, if unrated, are in the Adviser's opinion of comparable quality or
better), preferred stocks and convertible securities. In the case of convert-
ible securities, the conversion privilege may be exercised, but the common
stocks received will be sold. Securities which are rated Baa or lower by
Moody's or BBB or lower by S&P are considered to be more speculative with re-
gard to the payment of interest and principal (according to the terms of the
indenture) than securities in the three highest rating categories. Such secu-
rities normally carry with them a greater degree of investment risk than secu-
rities with higher ratings. Securities rated lower than Baa by Moody's or BBB
by S&P can carry a high degree of credit risk and are considered speculative
by the major credit rating agencies. They are sometimes referred to as "junk
bonds."

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

While the Adviser anticipates that the majority of the assets in the Portfo-
lio will be U.S. dollar-denominated securities, it reserves the right to pur-
chase debt obligations of foreign governments, agencies, or corporations de-
nominated either in U.S. dollars or foreign currencies and forward contracts
for such currencies. The credit quality standards applied to foreign obliga-
tions are the same as those applied to the selection of U.S. based securities.
For a more complete description of the special considerations and risks asso-
ciated with investments in foreign issuers, see "FOREIGN INVESTMENTS."

10
<PAGE>

The Portfolio may enter into forward foreign currency exchange contracts
("forward contracts") when, in the Adviser's judgment, the specific foreign
currency covered by a forward contract is likely to appreciate against the
U.S. dollar. However, unanticipated changes in currency prices may result in a
loss to the Portfolio. In addition, forward contracts are traded over-the-
counter and typically not in organized markets. As a result, the Portfolio may
be unable to liquidate a forward contract prior to its stated maturity date or
it may be required to enter into an offsetting contract (which it may be un-
able to do). In addition, the other party to a forward contract may require
the Portfolio to deposit collateral upon entering into a forward contract and
to deposit additional collateral if exchange rates move adversely to the Port-
folio's position. For additional information regarding forward contracts, see
the SAI.

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

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

The Portfolio will invest in the following U.S. dollar-denominated securi-
ties:

. Negotiable certificates of deposit and bankers' acceptances of U.S.
banks having total assets in excess of $1 billion;

. Commercial paper (including variable amount master demand notes)
rated Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P (The
Portfolio will not invest more than 5% of its assets in securities
rated Prime-2 by Moody's and A-2 by S&P);

. Short-term corporate obligations rated Aa or better by Moody's or
AA or better by S&P;

. Eurodollar certificates of deposit of approved U.S. Banks, Yankee
obligations of foreign-owned U.S. banks and U.S. regulated
branches of foreign banks;

. United States Treasury obligations including bills, notes, bonds,
and other debt obligations issued by the United States Treasury.
These securities are backed by the full faith and credit of the
U.S. Government;

. Securities issued or guaranteed by agencies and instrumentalities
of the U.S. Government. Such "agency" securities may not be backed
by the full faith and credit of the U.S. Government;

. Money Market obligations issued by domestic and foreign corpora-
tions rated Aa or better by Moody's or AA or better by S&P; and

11
<PAGE>

. Repurchase agreements that are collateralized by securities de-
scribed under "Short-Term Investments."

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

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

It is designed to provide shareholders with a single vehicle with which to
participate in the Adviser's equity and fixed income strategies combined with
the Adviser's asset allocation decisions.

The Portfolio's equity portion will consist of common, preferred and con-
vertible preferred stocks, convertible bonds, and rights and warrants.

The fixed income portion of the Portfolio will consist of securities of the
U.S. government and its agencies, corporate bonds, municipal bonds, and mort-
gage-backed and asset-backed securities. Bonds will also include medium-term
notes, debentures, equipment trust certificates and yankees. The Portfolio
will invest primarily in investment grade fixed income securities which are
those securities rated no lower than investment grade by Moody's (Aaa, Aa, A
or Baa) or by S&P (AAA, AA, A or BBB). Bonds rated Baa or BBB possess specula-
tive characteristics and may be more sensitive to changes in the economy and
the financial condition of issuers than higher rated bonds. The Adviser re-
serves the right to retain securities which are downgraded by one or both of
the rating agencies, if in the Adviser's judgment, the retention of securities
is warranted. The Adviser may invest up to 10% of the Portfolio's assets in
fixed income securities rated Ba or B by Moody's or BB or B by S&P or which,
if unrated, are in the Adviser's opinion of comparable quality or better. Se-
curities rated less than Baa by Moody's or BBB by S&P are classified as non-
investment grade securities, carry a high degree of risk and are considered
speculative by the major credit rating agencies. They are sometimes referred
to as "junk bonds."

While the Adviser anticipates that the majority of the assets in the Portfo-
lio will be U.S. dollar-denominated securities, it reserves the right to pur-
chase debt obligations of foreign governments, agencies, or corporations de-
nominated either in U.S. dollars or foreign currencies. The credit quality
standards applied to foreign obligations are the same as those applied to the
selection of U.S. based securities. The Portfolio may enter into forward con-
tracts when, in the Adviser's judgment, the specific foreign currency covered
by a forward contract is likely to appreciate against the U.S. dollar. Howev-
er, unanticipated changes in currency prices may result in a loss to the Port-
folio. A discussion of forward contracts may be found above under the DSI Lim-
ited Maturity Bond Portfolio and in the Statement of

12
<PAGE>

Additional Information. For a more complete description of the special consid-
erations and risks associated with investments in foreign issuers, see "FOR-
EIGN INVESTMENTS."

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

Equity, fixed income and money market securities are selected using ap-
proaches identical to those set forth above under "Investment Policies--Disci-
plined Value, Limited Maturity Bond and Money Market Portfolios," respective-
ly.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% (15% for the Balanced Portfolio) of the to-
tal assets of a Portfolio. Each Portfolio will not invest in any security is-
sued by a commercial bank unless (i) the bank has total assets of at least $1
billion, or the equivalent in other currencies, (ii) in the case of U.S.
banks, it is a member of the Federal Deposit Insurance Corporation, and (iii)
in the case of foreign branches of U.S. banks, the security is, in the opinion
of the Adviser, of an investment quality comparable with other debt securities
which may be purchased by each Portfolio.

13
<PAGE>

counted commercial paper including dollar-denominated commercial paper of for-
eign issuers, and any other short-term money market instruments including
variable rate demand notes and tax-exempt money instruments. By entering into
these investments on a joint basis, it is expected that a Portfolio may earn a
higher rate of return on investments relative to what it could earn individu-
ally.

14
<PAGE>

dealer or institution, will be considered in making decisions about securities
lending.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "forward
delivery" or "delayed settlement" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available and for which a
market exists, but which are not available for immediate delivery. When-issued
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 the set-
tlement of a security transaction in the secondary market which will occur
sometime in the future. However, no payment or delivery is made by a Portfolio
until it receives payment or delivery from the other party to the transaction.
A Portfolio will maintain a separate account of cash or liquid securities at
least equal to the value of purchase commitments until payment is made. Such
segregated securities will either mature or, if necessary, be sold on or be-
fore the settlement date. Typically, no income accrues on securities purchased
on a delayed delivery basis prior to the time delivery is made, although a
Portfolio may earn income on securities it has deposited in a segregated ac-
count.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
The Money Market Portfolio is expected to have a high portfolio turnover
rate due to the short maturities of the securities purchased. Higher rates of
portfolio turnover may result in realization of capital gains. (See "DIVI-
DENDS, CAPITAL GAINS AND TAXES" for more information on taxation.) The tables
set forth in "Financial Highlights" present the Disciplined Value and Limited
Maturity Bond Portfolios' historical portfolio turnover rates. It is expected
that the annual portfolio turnover rate for the equity portion of the Balanced
Portfolio will be approximately 65%. The annual portfolio turnover rate for
its fixed income portion will not exceed 150%. The Portfolios will not nor-
mally engage in short-term trading but reserve the right to do so.

INVESTMENT COMPANIES
Each Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end

15
<PAGE>

investment companies. No more than 5% of the investing 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 received permission from the SEC to allow each of its Portfo-
lios to invest, for cash management purposes, the greater of 5% of its total
assets or $2.5 million in the Money Market Portfolio provided that the invest-
ment is consistent with the Portfolio's investment policies and restrictions.
Based upon the Portfolio's assets invested in the Money Market Portfolio, the
investing Portfolio's adviser will waive its investment advisory fee and any
other fees earned as a result of the Portfolio's investment in the Money Mar-
ket Portfolio. The investing Portfolio will bear expenses of the Money Market
Portfolio on the same basis as all of its other shareholders.

FOREIGN INVESTMENTS
Investing in foreign companies may involve additional risks and considera-
tions which are not typically associated with investing in U.S. companies.
Since stocks of foreign companies are normally denominated in foreign curren-
cies, the Portfolio may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and may incur costs in
connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, in certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, each
Portfolio, except the Money Market Portfolio, may invest in futures and op-
tions and interest rate futures contracts. Because transaction costs associ-
ated with futures and options may be lower than the costs of investing in the
securities directly, it is expected that use of index futures and options to
facilitate cash flows may reduce a Portfolio's overall transactions costs. The
Portfolio may enter into futures contracts provided that not more than 5% of
its total assets are at the time of acquisition required as margin deposit to
secure obligations under such contracts. The Portfolio will engage in futures
and options transactions for hedging purposes only.

16
<PAGE>

Futures and options can be volatile and involve various degrees and types of
risk. If a Portfolio judges market conditions incorrectly or employs a strat-
egy that does not correlate well with its investments, use of futures and op-
tions contracts could result in a loss. A Portfolio could also suffer losses
if it is unable to liquidate its position due to an illiquid secondary market.
In the opinion of the Directors of the Fund, the risk that a Portfolio will be
unable to close out a futures position or options contract will be minimized
by only entering into futures contracts or options transactions traded on na-
tional exchanges and for which there appears to be a liquid secondary market.

INVESTMENT LIMITATIONS

Each 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 instrumental-
ities);

(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 se-
curities of companies that have (with predecessors) a continuous op-
erating history of less than 3 years;

(d) invest more than 25% of its assets in companies within a single in-
dustry; however, there are no limitations on investments made in in-
struments issued or guaranteed by the U.S. Government and its agen-
cies when the Portfolio adopts a temporary defensive position.

(e) make loans except (i) by purchasing bonds, debentures or similar ob-
ligations which are publicly distributed, (including repurchase
agreements provided, that repurchase agreements maturing in more than
seven days, together with securities which are not readily market-
able, will not exceed 10% (15% for the Balanced Portfolio) of a Port-
folio's total assets), and (ii) by lending its portfolio securities
to banks, brokers, dealers and other financial institutions so long
as such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC thereunder;

(f) borrow, except from banks and as a temporary measure for extraordi-
nary or emergency purposes and then, in no event, in excess of 10%
(33 1/3%

17
<PAGE>

for the Balanced Portfolio) of the Portfolio's gross assets valued at
the lower of market or cost. A Portfolio may not purchase additional
securi ties when borrowings exceed 5% of total gross assets; and

(g) pledge, mortgage or hypothecate more than 10% (33 1/3% for the Bal-
anced Portfolio) of its total assets.

The investment limitations described here and in the SAI are fundamental
policies of the Disciplined Value, Limited Maturity Bond and Money Market
Portfolios and may be changed only with the approval of the holders of a ma-
jority of the outstanding shares of each Portfolio of the Fund. Only invest-
ment limitations (a), (b), (d), (e) and (f) are classified as fundamental pol-
icies of the Balanced Portfolio. If a percentage limitation on investment or
utilization of assets as set forth above is adhered to at the time an invest-
ment is made, a later change in percentage resulting from changes in the value
or total cost of a Portfolio's assets will not be considered a violation of
the restriction.

PURCHASE OF SHARES

Shares of each 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 for each Portfolio. Certain exceptions may be
made by the officers of the Fund.

Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares 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 any additional or differ-
ent purchase and 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 transac-
tion fees and/or service fees paid by the Fund from the Fund assets attribut-
able to the Service Agent, and which would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. The Serv-
ice Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. A salesperson and
any other person entitled to receive compensation for selling or servicing
Portfolio shares may receive different compensation with respect to one par-
ticular 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

18
<PAGE>

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 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
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. Pay-
ment does not need to be converted into Federal Funds (monies credited to the
Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will accept
it for investment.

BY WIRE

. 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

19
<PAGE>

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 additional
investments, be sure that the account number, account name and the Portfolio
to be purchased are identified on the check or wire. Prior to wiring addi-
tional investments, 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

The Fund will not accept securities in exchange for shares of a 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

20
<PAGE>

their sale by the Portfolio under the Securities Act of 1933, or
otherwise; and

REDEMPTION OF SHARES

Shares of each Portfolio of the Fund may be redeemed by mail or telephone at
any time without cost, at the net asset value per share of the Portfolio next
determined after receipt of the redemption request. No charge is made for re-
demptions. Any redemption may be more or less than the purchase price depend-
ing on the market value of the investment securities held by the Portfolio.

In addition to redeeming shares by mail or telephone, a shareholder of the
Money Market Portfolio may redeem shares by check at any time, without cost,
at the net asset value per share of the Portfolio next determined after re-
ceipt of the redemption request. No charge is made for redemptions. Any re-
demption may be more or less than the purchase price of your shares depending
on the market value of the investment securities held by the Portfolio.

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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

21
<PAGE>

. 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:

. redemption of certificated shares by telephone.

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. All telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of such
transaction requests. The Fund or Sub-Transfer Agent may be liable for any
losses due to unauthorized or fraudulent telephone instruction if the Fund or
Sub-Transfer Agent do 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 telephone that it rea-
sonably believes to be genuine.

BY CHECK
Shares of the Money Market Portfolio may be redeemed by checks drawn on your
Fund account. Checks must be for amounts of $500 or more. The shares to be re-
deemed by check will continue to earn dividends until the check clears at The
Chase Manhattan Bank.

Checks are supplied free of charge, and additional checks are mailed upon
request. Checks will be mailed only to the registered owner at the address on
record. To redeem shares by check:

. indicate the option on the Optional Services Form accompanying the
Application; and

. submit a signature card with the required signature guarantees (see
"SIGNATURE GUARANTEES").

To arrange for redemption by check after an account has been opened, submit
a written request and a signature card with the required signature guarantees
to the UAM Funds Service Center.

Stop payment instructions with respect to checks may be given to the UAM
Funds Service Center. If there are insufficient shares in the account to cover
the

22
<PAGE>

amount of the redemption by check, the redemption check will be returned
marked "insufficient funds," and the account will be charged a fee of $25.00.
Checks may not be used to close an account.

If any portion of the shares to be redeemed represents an investment made by
personal check, the Fund reserves the right not to honor the redemption until
it is reasonably satisfied that the check has been collected in accordance
with the applicable banking regulations, which may take up to 15 days. If a
purchase check is not collected, the purchase will be canceled and the account
will be charged $25.00. Purchase of shares using Federal funds or bank wires,
certified checks or cashier's checks allows more immediate access to an in-
vestment. Banks normally impose a charge in connection with the use of bank
wires, certified checks, cashier's checks and Federal funds.

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.

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
as determined by the SEC.

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

23
<PAGE>

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each 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 contacting the UAM Funds Service Center.

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

24
<PAGE>

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.

The Money Market Portfolio values its assets at amortized cost while also
monitoring the available market bid prices, or yield equivalents. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument. The net asset value per
share of the Portfolio will ordinarily remain at $1.00 and the Portfolio's
daily dividends will vary in amount. There can be no assurance, however, that
the Portfolio will maintain a constant net asset value per share of $1.00.

The use of amortized cost and the maintenance of the Portfolio's per share
net asset value at $1.00 is based on its election to operate under the provi-
sions of Rule 2a-7 under the Investment Company Act of 1940. As a condition of
operating under that rule, the Portfolio must maintain an average weighted ma-
turity of 90 days or less, purchase only instruments deemed to have remaining
maturities of one year or less, and invest only in securities which are deter-
mined by the Adviser to present minimal credit risks and which are of high
quality as determined by any major rating service, or in the case of any in-
strument not so rated, considered by the Adviser to be of comparable quality.

The Directors have established procedures designed to stabilize the net as-
set value per share for sales and redemptions at $1.00. These procedures in-
clude periodic review at intervals the Directors deem appropriate and reason-
able.

In the event of a deviation of over 1/2 of 1% between the Portfolio's net
asset value based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost, the Directors will promptly consider
what action, if any, should be taken. Redemption in kind, selling instruments
prior to maturity to realize capital gains or losses or to shorten the average
weighted maturity, exercising puts, withholding dividends, paying distribu-
tions from capital or capital gains or utilizing a net asset value per share
as determined by using available market quotations are all actions the Direc-
tors may take in response to such a deviation.

25
<PAGE>

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

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

Performance will be calculated separately for Institutional Class and Serv-
ice Class Shares. Dividends paid by the Portfolio with respect to Institu-
tional 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 and distribution fees relating
to Service Class Shares will be borne exclusively by that class.

The Portfolios' 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.

26
<PAGE>

Annual Report, contact the UAM Funds Service Center at the address or phone
number on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Money Market Portfolio declares dividends daily and distributes substan-
tially all of its net investment income monthly. The other Portfolios will
normally distribute substantially all of their net investment income (for tax
purposes) to shareholders in quarterly dividends. If any net capital gains are
realized, the Portfolios will normally distribute them annually.

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

FEDERAL TAXES
Each 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, each 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 invest-
ments which satisfies certain diversification criteria.

Dividends declared in October, November, or December to shareholders of rec-
ord in such month will be deemed to have been paid by the Fund and received by
the shareholders on December 31 of such calendar year, provided that the divi-
dends are paid before February 1 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 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 sepa-
rate form supplied by the Fund.

27
<PAGE>

INVESTMENT ADVISER

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

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

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

ROBERT S. STEPHENSON, CPA, SENIOR PORTFOLIO MANAGER, EQUITY, is responsible
for the analysis of stocks in the following industries: energy, banking, in-
surance, telecommunications, trucking, brokerage, and appliance. Mr. Stephen-
son has 24 years of experience in the investment business and was most re-
cently at The Putnam Management Company from 1978 through 1990 where he man-
aged the

28
<PAGE>

Putnam Option Trust. Mr. Stephenson joined Dewey Square in 1991. He graduated
from Rochester Institute of Technology with a BS degree and earned an MBA from
Columbia University. Mr. Stephenson currently manages the Disciplined Value
Portfolio. He assumed responsibility for managing the Portfolio in April of
1993.

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

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

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

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

LAUREL A. GORMLEY, CFA, PORTFOLIO MANAGER, EQUITY ANALYST, joined Dewey
Square in 1985. In addition to her current responsibilities, she has served as
Treasurer and Compliance Officer for Dewey Square. Previously, she was em-
ployed at the Bank of Boston in the Loan Officer Training Program. She has 11
years of investment experience. She is a member of the Institute of Chartered

29
<PAGE>

Financial Analysts and the Boston Security Analysts Society. She holds a BS
from Boston College and is presently working towards an MBA at Babson College.

SCOTT D. PITZ, CFA, SENIOR QUANTITATIVE ANALYST, EQUITY, joined Dewey Square
in 1985. He is responsible for Dewey Square's quantitative research. Prior to
his current responsibilities, he was in charge of all the operational/systems
functions at Dewey Square. He has 11 years of investment experience. Mr. Pitz
is a member of the Institute of Chartered Financial Analysts and the Boston
Security Analysts Society. He holds a BS from Middlebury College and an MBA
from Northeastern University.

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

FREDERICK C. MELTZER, PH.D. SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined
Dewey Square in 1995. Prior to that he was Managing Director of Fixed Income
at World Asset Management. Previously, he held positions as Senior Manager of
Fixed income at PanAgora Asset Management and Senior Fixed Income Portfolio
Manager at The Boston Company. He has also held positions as Director of Re-
search for the Farm Credit Banks Funding Corporation, Fixed Income Strategist
at Chase Investors, and a staff economist at the Federal Reserve Bank of New
York. He has 22 years of investment experience. Mr. Meltzer holds a MA in Eco-
nomics from John Hopkins University and a Ph.D. in Economics from the Univer-
sity of Virginia.

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

Under Investment Advisory Agreements with the Fund, dated as of September
27, 1989 and February 22, 1995, the Adviser manages the investment and rein-
vestment of the assets of each Portfolio. The Adviser must adhere to the
stated investment objectives and policies of the Portfolios, and is subject to
the control and supervision of the Fund's Board of Directors.

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

30
<PAGE>

<TABLE>
<S> <C>
Disciplined Value Portfolio....
0.75% of the first $500 million.
0.65% in excess of $500 million
Limited Maturity Bond
Portfolio.................... 0.45% of the first $500 million.
0.40% of the next $500 million.
0.35% in excess of $1 billion.
Money Market Portfolio.........
0.40% of the first $500 million.
0.35% in excess of $500 million.

Balanced Portfolio............. 0.45% for the first 12 months of operations
0.55% for the next 12 months of operations;
0.65% thereafter.
</TABLE>

Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees to maintain the advisory fees at 0.18% of the Money Mar-
ket Portfolio's average daily net assets. The Fund will not reimburse the Ad-
viser for any advisory fees that are waived on behalf of the Portfolio for a
given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 profits
or any other source available to it. When such service arrangement are in ef-
fect, they are made generally available to all qualified service providers.

ADMINISTRATIVE SERVICES

31
<PAGE>

Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mutual Funds
Service Agreement dated April 15, 1996. 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 following Portfolio-specific fees are calculated from the
aggregate net assets of each Portfolio:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Disciplined Value Portfolio............................................ 0.06%
Limited Maturity Bond Portfolio........................................ 0.04%
Money Market Portfolio................................................. 0.02%
Balanced Portfolio..................................................... 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM with its prin-
cipal office located at 211 Congress Street, Boston, Massachusetts 02110, dis-
tributes the shares of the Fund. Under the Distribution Agreement (the "Agree-
ment"), the Distributor, as agent for the Fund, agrees to use its best efforts
as sole distributor of the Fund's shares. The Distributor does not receive any
fee or other compensation under the Agreement with respect to the DSI Portfo-
lios Institutional Class Shares in this Prospectus. The Agreement continues in
effect so long as it is approved at least annually by the Fund's Board of Di-
rectors. Those approving the Agreement must include a majority of Directors
who are neither parties to such Agreement nor interested persons of any such
party. The Agreement provides that the Fund will bear the costs of the regis-
tration of its shares with the SEC and various states and the printing of its
prospectuses, its SAIs and its reports to shareholders.

32
<PAGE>

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios 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 transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties 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 portfo-
lio 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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders.

The shares of each Portfolio and Class are fully paid and nonassessable,
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 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 and 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 the distribution of such shares. Service Class

33
<PAGE>

Shares have exclusive voting rights with respect to matters relating to such
distribution expenditures. For information about the Service Class Shares of
the Portfolios, contact the UAM Funds Service Center.

As of December 6, 1996, Bank of Boston & Co., Boston, MA, held of record
42.8% of the outstanding shares of the Disciplined Value Portfolio Institu-
tional Class Shares and 55.2% of the outstanding shares of the Limited Matu-
rity Bond Portfolio Institutional Class Shares for which beneficial ownership
is disclaimed or presumed disclaimed and First National Bank of Boston, Can-
ton, MA held of record 72.5% of the outstanding shares of the Money Market
Portfolio Institutional Class Shares for which beneficial ownership is dis-
claimed or presumed disclaimed. The persons or organizations owning 25% or
more of the outstanding shares of a Portfolio may be presumed to "control" (as
that term is defined in the Investment Company Act of 1940) such Portfolio. As
a result, those persons or organizations could have the ability to vote a ma-
jority of the shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio.

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 Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

34
<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 U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

35
<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
Dewey Square Investors Corporation
One Financial Center
Boston, MA 02111
(617) 526-1300

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

DSI Disciplined Value
Portfolio

Institutional Service
Class Shares

P R O S P E C T U S

January 3, 1997
<PAGE>
[LOGO OF UAM FUNDS APPEARS HERE]

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

- -------------------------------------------------------------------------------
DEWEY SQUARE INVESTORS CORPORATION
SERVES AS INVESTMENT ADVISER TO THE DSI DISCIPLINED VALUE PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

- -------------------------------------------------------------------------------
PROSPECTUS -- JANUARY 3, 1997

INVESTMENT OBJECTIVE

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 Portfolio offered by this Prospectus presently 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. The securities offered hereby are shares of the Service Class
Shares of the diversified DSI Disciplined Value Portfolio which is managed by
Dewey Square Investors Corporation.

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

There can be no assurance that the Portfolio will meet its stated objective.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 3
Investment Objective....................................................... 4
Investment Policies........................................................ 4
Other Investment Policies.................................................. 5
Investment Limitations..................................................... 9
Purchase of Shares......................................................... 10
Initial Investments........................................................ 11
Redemption of Shares....................................................... 13
Service and Distribution Plans............................................. 15
Shareholder Services....................................................... 17
Valuation of Shares........................................................ 18
Performance Calculations................................................... 18
Dividends, Capital Gains Distributions and Taxes........................... 19
Investment Adviser......................................................... 20
Distributor................................................................ 22
Portfolio Transactions..................................................... 22
General Information........................................................ 23
UAM Funds -- Service Class Shares.......................................... 25
</TABLE>

FUND EXPENSES

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

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
DSI DISCIPLINED
VALUE 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>

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

<TABLE>
<CAPTION>
DSI DISCIPLINED
VALUE PORTFOLIO
SERVICE CLASS
SHARES
---------------
<S> <C>
Investment Advisory Fees..................................... 0.75%
Administrative Fee........................................... 0.20%
12b-1 Fees (Including Shareholder Servicing Fees)*........... 0.25%
Other Expenses............................................... 0.12%
----
Total Operating Expenses..................................... 1.07%+
====
</TABLE>
- -----------
* See "SERVICE AND DISTRIBUTION PLANS."
+ The annualized Total Operating Expenses include the effect of expense
offsets. If expense offsets were excluded, annualized Total Operating
Expenses of the DSI Disciplined Value Portfolio Service Class Shares would
not differ.

This table shows the various fees and expenses that a shareholder in the
Service Class Shares of the DSI Disciplined Value Portfolio would bear di-
rectly or indirectly. As the Service Class of the Portfolio has not yet begun
operations, the expenses and fees set forth above are estimates based on the
operations of the DSI Disciplined Value Portfolio Institutional Class Shares
during the fiscal year ended October 31, 1996, except that such information
has been restated to reflect 12b-1 fees and current administrative fees.

1
<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DSI Disciplined Value Portfolio Service
Class Shares.............................. $13 $40 $69 $151
</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 foregoing table and example relates only to
Service Class Shares of the Portfolio, which Shares are subject to different
total fees and expenses then 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

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

DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. The Portfolio will also distribute any re-
alized net capital gains annually. Distributions will be reinvested in Portfo-
lio shares automatically unless an investor elects to receive cash distribu-
tions. (See "DIVIDENDS AND DISTRIBUTIONS.")

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

3
<PAGE>

RISK FACTORS

The value of the Portfolio's shares can be expected to fluctuate in response
to changes in market and economic conditions, as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors in the Fund should consider the following: (1) The Portfolio may in-
vest a portion of its assets in derivatives including futures contracts and
options. (See "FUTURES CONTRACTS AND OPTIONS.") (2) The Portfolio may invest
in foreign securities, which may involve greater risks than investments in do-
mestic securities, such as foreign currency risks. (See "FOREIGN INVEST-
MENTS.") (3) In general the Portfolio will not trade for short-term profits,
however, when circumstances warrant, investments may be sold without regard to
the length of time held. High rates of portfolio turnover may result in addi-
tional cost and the realization of capital gains. (See "OTHER INVESTMENT POLI-
CIES -- PORTFOLIO TURNOVER.") (4) In addition, the Portfolio may use various
investment practices that involve special consideration, including investing
in repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities, each of which involves special risks.
(See "OTHER INVESTMENT POLICIES.")

INVESTMENT OBJECTIVE

DSI DISCIPLINED VALUE PORTFOLIO -- The objective of the DSI Disciplined
Value Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal through diversified equity investments. The Port-
folio's investment strategy is value oriented, with a disciplined approach to
stock selection.

INVESTMENT POLICIES

The DSI Disciplined Value Portfolio seeks to achieve its objective by in-
vesting primarily in common stocks of mid to large capitalization companies.
The selection process for the Portfolio focuses upon the stocks of undervalued
yet fundamentally sound companies which exhibit improving fundamentals.

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

4
<PAGE>

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 Standard & Poor's Corporation
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated, deter-
mined by the Adviser to be of comparable quality.

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of the Portfolio. The
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
the Portfolio.

5
<PAGE>

investments on a joint basis, it is expected that a Portfolio may earn a
higher rate of return on investments relative to what it could earn individu-
ally.

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, the 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 default by the seller of the agreement may cause the
Portfolio to experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived 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 ba-
sis. By entering into joint repurchase agreements, a Portfolio may incur lower
transactions costs and earn higher rates of interest on joint repurchase
agreements. Each 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 as a means of earning income. The Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Directors. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and

6
<PAGE>

approved by its Board of Directors. The Portfolio will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The Portfolio may purchase and sell securities on a "when-issued," "forward
delivery" or "delayed settlement" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available and for which a
market exists, but which are not available for immediate delivery. When-issued
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 the set-
tlement of a security transaction in the secondary market which will occur
sometime in the future. However, no payment or delivery is made by the Portfo-
lio until it receives payment or delivery from the other party to the transac-
tion. The Portfolio will maintain a separate account of cash or liquid securi-
ties at least equal to the value of purchase commitments until payment is
made. Such segregated securities will either mature or, if necessary, be sold
on or before the settlement date. Typically, no income accrues on securities
purchased on a delayed delivery basis prior to the time delivery is made, al-
though a Portfolio may earn income on securities it has deposited in a segre-
gated account.

The Portfolio may engage in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
The Portfolio will not normally engage in short-term trading but reserves
the right to do so. The table set forth in "Financial Highlights" will present
the Portfolio's historical portfolio turnover rates.

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 received permission from the SEC to allow each of its Portfo-
lios to invest, for cash management purposes, the greater of 5% of its total
assets or

7
<PAGE>

$2.5 million in the Money Market Portfolio provided that the investment is
consistent with the Portfolio's investment policies and restrictions. Based
upon the Portfolio's assets invested in the Money Market Portfolio, the in-
vesting Portfolio's adviser will waive its investment advisory fee and any
other fees earned as a result of the Portfolio's investment in the Money Mar-
ket Portfolio. The investing Portfolio will bear expenses of the Money Market
Portfolio on the same basis as all of its other shareholders.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, in certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, the
Portfolio may invest in futures and options and interest rate futures con-
tracts. Because transaction costs associated with futures and options may be
lower than the costs of investing in the securities directly, it is expected
that use of index futures and options to facilitate cash flows may reduce the
Portfolio's overall transactions costs. The Portfolio may enter into futures
contracts provided that not more than 5% of its total assets are at the time
of acquisition required as margin deposit to secure obligations under such
contracts. The Portfolio will engage in futures and options transactions for
hedging purposes only.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market.

8
<PAGE>

INVESTMENT LIMITATIONS

The Portfolio will not:

(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) acquire any security of companies within one industry if, as a result
of such acquisition, more than 25% of the value of the Portfolio's to-
tal 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;

(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 10% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not incon-
sistent with the 1940 Act or the rules and regulations or interpreta-
tions of the Commission thereunder;

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

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

9
<PAGE>

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of the Portfolio. If a percentage limitation on
investment or utilization of assets as set forth above is adhered to at the
time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolio's assets will not be con-
sidered a violation of the restriction.

PURCHASE OF SHARES

Shares may be purchased through UAM Fund Distributors, Inc. (the "Distribu-
tor") without a sales commission, at the net asset value per share next deter-
mined after an order is received by the Fund or the designated Service Agent.
(See "SERVICE AND DISTRIBUTION PLANS" and "VALUATION OF SHARES.") The minimum
initial investment required is $2,500. Certain exceptions may be determined by
the Officers of the Fund. The Portfolio issues two classes of shares: Institu-
tional Class and Service Class. The two classes of shares each represent in-
terests in the same portfolio of investments, have the same rights and are
identical in all respects, except that the Service Class Shares offered by
this Prospectus bear shareholder servicing expenses, may in the future bear
distribution plan expenses, and have exclusive voting rights with respect to
the Rule 12b-1 Distribution Plan pursuant to which the distribution fee may be
paid. The net income attributable to Service Class Shares and the dividends
payable on Service Class Shares will be reduced by the amount of the share-
holder 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. These 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. Serv-
ice Agents may provide shareholder services to their customers that are not
available to a shareholder dealing directly with the Fund. Each Service Agent
is responsible for transmitting to its customers a schedule of any such fees
and information regarding any additional or different conditions regarding
purchases and redemptions. Shareholders who are customers of Service Agents
should consult their Service Agent for information regarding these fees and
conditions. A salesperson and any other person entitled to receive compensa-
tion for selling or servicing Portfolio shares may receive different compensa-
tion 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

10
<PAGE>

INITIAL INVESTMENTS

BY MAIL
Complete and sign an Application and mail it, together with a check 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

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 #02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name____________
Your Account Number____________
Your Account Name____________
Wire Control Number____________

11
<PAGE>

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 additional
investments, be sure that the account number, account name and the Portfolio
to be purchased are identified on the check or wire. Prior to wiring addi-
tional investments, 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.

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);

12
<PAGE>

REDEMPTION OF SHARES

Shares of the Portfolio may be redeemed by mail or telephone at any time
without cost, at the net asset value per share of the Portfolio next deter-
mined after receipt of the redemption request. No charge is made for redemp-
tions. Any redemption may be more or less than the purchase price depending on
the market value of the investment securities held by the Portfolio.

No charge is made for redemptions. Any redemption may be more or less than
the purchase price of your shares depending on the market value of the invest-
ment 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;

. 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

13
<PAGE>

. 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:

. redemption of certificated shares by telephone.

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.

14
<PAGE>

suspend the right of redemption or postpone the date at times when both the
NYSE and Custodian Bank are closed, or under any emergency circumstances as
determined by the SEC.

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 a 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 owned by clients of such Service Agent during the period payments for
Servicing are being made to it. Such payments are borne exclusively by the
Service Class Shares. Each item for which a payment may be made under the
Service Plan constitutes personal service and/or shareholder account mainte-
nance and may constitute an expense of distributing Fund Service Class Shares
as the Commission construes such term under Rule 12b-1. The fees payable for
servicing reflect actual expenses incurred up to the limit described herein.

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 accounts serviced by the Service Agent; arrang-
ing 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 regula-
tion.

15
<PAGE>

functions, including transaction-related agency services for their customers.
If a bank is prohibited from so acting, its shareholder clients would be per-
mitted to remain Fund shareholders and alternative means for continuing the
Servicing of such shareholders would be sought and the shareholder clients of
the bank will remain Fund shareholders.

The Distributor promotes the distribution of the Service Class Shares in ac-
cordance 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 Service Class Shares
of the Portfolio.

While the Plans continue in effect, the selection of the 12b-1 Directors is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed 0.75% per annum of that Portfolio's net assets. The
Board has currently limited payments under the Plans to 0.50% per annum of a
Portfolio's net assets. The Service Class Shares offered by this Prospectus
currently are not making any payments under the Distribution Plan. Upon 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 Service Class Shares and for the printing of
prospectuses sent to prospective purchasers of the Service Class Shares of the
Portfolio.

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 under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Directors quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolios are also limited
under certain rules of the National Association of Securities Dealers, Inc.

16
<PAGE>

compensate a Service Agent or other person for marketing, shareholder servic-
ing, 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 pay-
ments may do so out of its revenues, its profits or any other source available
to it. Such services arrangements, when in effect, are made generally avail-
able to all qualified service providers. The Adviser may compensate its affil-
iated companies for referring investors to the Portfolios.

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate in an arrangement with Smith Barney Inc. under which Smith Barney
provides certain defined contribution plan marketing and shareholder services
and receives from such entities an amount equal to up to 33.3% of the portion
of the investment advisory fees attributable to the invested assets of Smith
Barney's eligible customer accounts without regard to any expense limitation
in addition to amounts payable to all selling dealers. The Fund also compen-
sates Smith Barney for services it provides to certain defined contribution
plan shareholders that are not otherwise provided by the Administrator.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Service Class Shares of the Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio. (For those Portfolios currently of-
fering Service Class Shares, please call the UAM Funds Service Center.) Ex-
change requests should be made by contacting the UAM Funds Service Center.

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 12:00
noon (Eastern Time) for the DSI Money Market Portfolio, and 4:00 p.m. (Eastern
Time) for the other two DSI Portfolios will be processed as of the close of
business on the same day. Requests received after 4 p.m. will be processed on
the next business day. The Board of Directors may limit the frequency and
amount of exchanges permitted. For additional information regarding responsi-
bility 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 result

17
<PAGE>

in a gain or loss for income tax purposes. The Fund may modify or terminate
the exchange privilege at anytime.

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 each 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.

PERFORMANCE CALCULATIONS

The Portfolios measure 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 bond funds. As
this differs from other accounting methods, the quoted yield may not equal the
income 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.

18
<PAGE>

A cumulative or aggregate total return reflects actual performance over a
stated period of 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.

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.

The Portfolio's Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
or phone number on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

All dividend 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.

19
<PAGE>

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 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 sepa-
rate form supplied by the Fund.

INVESTMENT ADVISER

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

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

Ronald L. McCullough, CFA, MANAGING DIRECTOR -- EQUITY INVESTING, is the se-
nior equity strategist and is responsible for all equity investments. He has
27 years of investment experience. Prior to joining Dewey Square, Mr.
McCullough was Senior Portfolio Manager and a member of the Trust Investment
Committee at Bank of Boston's Institutional Investment Division. He has a BA
from Harvard

20
<PAGE>

College and is a member of the Boston Security Analysts Society and the Insti-
tute of Chartered Financial Analysts (CFA). Mr. McCullough has managed the
Portfolio since its inception.

Robert S. Stephenson, CPA, SENIOR PORTFOLIO MANAGER, EQUITY, is responsible
for the analysis of stocks in the following industries: energy, banking, in-
surance, telecommunications, trucking, brokerage, and appliance. Mr. Stephen-
son has 24 years of experience in the investment business and was most re-
cently at The Putnam Management Company from 1978 through 1990 where he man-
aged the Putnam Option Trust. Mr. Stephenson joined Dewey Square in 1991. He
graduated from Rochester Institute of Technology with a BS degree and earned
an MBA from Columbia University. Mr. Stephenson assumed responsibility for
managing the Portfolio in April of 1993.

Additional members of Dewey Square Investors Corporation team of equity pro-
fessionals are:

Eva S. Dewitz, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team that
founded Dewey Square in 1984. Prior to the formation of Dewey Square, she was
a Portfolio Manager and Research Analyst for the Bank of Boston's Institu-
tional Investment Division, which she joined in 1970. She has 26 years of in-
vestment experience. Ms. Dewitz is a member of the Boston Security Analysts
Society. She holds a BA from Smith College and an MBA from Northeastern Uni-
versity Graduate School of Business Administration.

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

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

Scott D. Pitz, CFA, SENIOR QUANTITATIVE ANALYST, EQUITY, joined Dewey Square
in 1985. He is responsible for Dewey Square's quantitative research. Prior to
his current responsibilities, he was in charge of all the operational/systems
functions at Dewey Square. He has 11 years of investment experience. Mr. Pitz
is a member of the Institute of Chartered Financial Analysts and the Boston
Security

21
<PAGE>

Analysts Society. He holds a BS from Middlebury College and an MBA from North-
eastern Univeristy.

Under an Investment Advisory Agreement (the "Advisory Agreement") with the
Fund, dated as of September 27, 1989, the Adviser, manages the investment and
reinvestment of the assets of the Fund. The Adviser must adhere to the stated
investment objectives and policies of the Portfolios, 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>
<S> <C>
DSI Disciplined Value Portfolio.............................. .750% of the first
$500 million.
.650% in excess of
$500 million.
</TABLE>

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset Man-
agement Corporation with its principal office at 211 Congress Street, Boston,
MA 02110, distributes the shares of the Fund. Under the Distribution Agreement
(the "Agreement"), the Distributor, as agent for 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 de-
scribed 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. Those approving the Agreement must include a major-
ity of Directors who are neither parties to such Agreement, nor interested
persons of any such party. The Agreement provides that the Fund will bear the
costs of the registration of its shares with the Commission and various states
and the printing of its prospectuses, SAIs and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio. The Agreements direct the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolios. If consistent with the interests of the Portfolios, the Ad-
viser may select brokers on the basis of research, statistical and pricing
services these brokers provide to the Portfolio in addition to required Ad-
viser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in

22
<PAGE>

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
Portfolio 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 the Portfolio and one or more other clients served by the Adviser is
considering the purchase at or about the same time, transactions in such secu-
rities 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, 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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders.

23
<PAGE>

Class Shares for which beneficial ownership is disclaimed or presumed dis-
claimed. The persons or organizations owning 25% or more of the outstanding
shares of a Portfolio may be presumed to "control" (as that term is defined in
the Investment Company Act of 1940) such Portfolio. As a result, those persons
or organizations could have the ability to vote a majority of the shares of
the Portfolio on any matter requiring the approval of shareholders of such
Portfolio.

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 Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

24
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
DSI Disciplined Value Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
TJ Core Equity Portfolio

25
<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
Dewey Square Investors Corporation
One Financial Center
Boston, MA 02111
(617) 526-1300

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

FMA Small Company Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 3, 1997
<PAGE>

UAM FUNDS

UAM FUNDS SERVICE CENTER

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

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

FMA SMALL COMPANY PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: FIDUCIARY MANAGEMENT ASSOCIATES, INC.

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

PROSPECTUS -- JANUARY 3, 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 FMA Small Company Portfolio currently offers two separate clas-
ses of shares: Institutional Class Shares and Institutional Service Class
Shares ("Service Class Shares"). Shares of each class represent equal, pro
rata interests in a Portfolio and accrue dividends in the same manner except
that Service Class Shares bear fees payable by the class to financial institu-
tions for services they provide to the owners of such shares. The securities
offered in this Prospectus are Institutional Class Shares of one diversified,
no-load Portfolio of the Fund managed by Fiduciary Management Associates, Inc.

FMA SMALL COMPANY PORTFOLIO. The objective of the FMA Small Company Portfo-
lio (the "Portfolio") is to provide maximum, long-term total return consistent
with reasonable risk to principal by investing primarily in common stocks of
smaller companies in terms of revenues and/or market capitalization.

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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
Fund Expenses............................................................... 1
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Financial Highlights........................................................ 5
Investment Objective........................................................ 6
Investment Policies......................................................... 6
Other Investment Policies................................................... 6
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............................ 17
Investment Adviser.......................................................... 18
Administrative Services..................................................... 21
Distributor................................................................. 22
Portfolio Transactions...................................................... 22
General Information......................................................... 23
UAM Funds -- Institutional Class Shares..................................... 25
</TABLE>
<PAGE>

FUND EXPENSES

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

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<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>

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

<TABLE>
<S> <C>
Investment Advisory Fees............................................ 0.75 %
Administrative Fees................................................. 0.38 %
12b-1 Fees.......................................................... NONE
Distribution Costs.................................................. NONE
Other Expenses...................................................... 0.40 %
Advisory Fees Waived................................................ (0.50)%
-----
Total Operating Expenses (After Fee Waiver)......................... 1.03 %*
=====
</TABLE>
- -----------
* Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Portfolio for the fiscal year ended October 31, 1996 would have been 1.53%.
The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, the annualized Total Operating Ex-
penses would not have differed.

The table above shows various fees and expenses an investor would bear di-
rectly or indirectly.

The annualized expenses and fees listed above are based on the Portfolio's
operations during the fiscal year ended October 31, 1996, except that Adminis-
trative Fees have been restated to reflect the current fees. See "ADMINISTRA-
TIVE SERVICES" herein and in the SAI. The Adviser has voluntarily agreed to
waive a portion of its advisory fees to maintain the Portfolio's total annual
operating expenses from exceeding 1.03% of its average daily net assets. The
Fund will not reimburse the Adviser for any advisory fees that are waived or
Portfolio expenses that the Adviser may bear on behalf of the Portfolio for a
given fiscal year.

1
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FMA Small Company Portfolio.................. $11 $33 $57 $126
</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
Fiduciary Management Associates, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1980, serves as investment adviser to the Fund's FMA
Small Company Portfolio (the "Portfolio"). The Adviser presently manages over
$1.4 billion in assets for institutional clients and high net worth individu-
als. (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 $25,000. The minimum for subsequent investments
is $1,000. 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.")

REDEMPTION AND EXCHANGE
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 United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agent 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 can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors in the Fund should consider the following: (1) Common stocks of com-
panies which have small market capitalization may exhibit greater market vola-
tility than common stock of companies which have larger capitalization; (2)
The Portfolio may invest in foreign securities which may involve greater risks
than investments in domestic securities, such as foreign currency risks. (See
"FOREIGN INVESTMENTS."); (3) The Portfolio may use various investment prac-
tices that involve special consideration, including investing in repurchase
agreements, when-issued, forward delivery and delayed settlement securities
and lending of securities, each of which involves special risks. (See "OTHER
INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table shows selected per share information for a share out-
standing throughout the periods presented for the Portfolio. It is part of the
Portfolio's Financial Statements, which are included in the Portfolio's 1996
Annual Report to Shareholders. The Annual Report is incorporated into the
Portfolio's SAI. The Portfolio's Financial Statements have been audited by
Price Waterhouse LLP. Their unqualified opinion is also incorporated into the
SAI. Please read the following information in conjunction with the Portfolio's
1996 Annual Report to Shareholders.
<TABLE>
<CAPTION>
JULY 31,
1991**
TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ---------------------------------------------
1991 1992 1993 1994 1995 1996
----------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $ 10.54 $ 10.36 $ 14.24 $ 12.13 $ 13.19
------ ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss)+............... 0.04 (0.01) 0.02 0.01 0.08 0.09
Net Realized &
Unrealized Gain (Loss)
on Investments........ 0.53 (0.14) 3.88 0.50 1.47 2.46
------ ------- ------- ------- ------- -------
Total from Investment
Operations............ 0.57 (0.15) 3.90 0.51 1.55 2.55
------ ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income.. (0.03) (0.01) (0.02) -- (0.08) (0.09)
Net Realized Gain...... -- (0.01) -- (2.62) (0.41) (1.60)
Return of Capital...... -- (0.01) -- -- -- --
------ ------- ------- ------- ------- -------
Total Distributions.... (0.03) (0.03) (0.02) (2.62) (0.49) (1.69)
------ ------- ------- ------- ------- -------
CAPITAL CONTRIBUTION.... -- -- -- -- -- 0.06
NET ASSET VALUE, END OF
PERIOD................. $10.54 $ 10.36 $ 14.24 $ 12.13 $ 13.19 $ 14.11
====== ======= ======= ======= ======= =======
TOTAL RETURN+........... 5.71 % (1.48%) 37.65% 4.54% 13.57% 22.51%
====== ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $9,834 $18,071 $18,569 $19,561 $20,847 $20,953
Ratio of Expenses to
Average Net Assets..... 1.03%* 1.03% 1.03% 1.03% 1.03%# 1.03%
Ratio of Net Investment
Income (Loss) to
Average Net Assets..... 2.14%* (0.07%) 0.14% 0.06% 0.66% 0.75%
Portfolio Turnover
Rate................... 7% 134% 163% 121% 170% 106%
Average Commission Rate
#...................... N/A N/A N/A N/A N/A $0.0600
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $ 0.04 $ 0.003 $ 0.03 $ 0.03 $ 0.04 $ 0.06
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A 1.03% 1.03%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower if certain fees and expenses had not
been waived or assumed by the Adviser.
# For fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose the average commission rate per share it paid for
Portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVE

The objective of the FMA Small Company Portfolio is to provide maximum,
long-term total return consistent with reasonable risk to principal by invest-
ing primarily in common stocks of smaller companies in terms of revenues
and/or market capitalization. Market capitalization of companies in the Port-
folio will generally be in the $50 million to $1 billion range. Capital return
is likely to be the predominant component of the Portfolio's total return.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing primarily in com-
mon stocks of smaller, less established companies in terms of revenues, assets
and market capitalization. The Portfolio may invest in both stock exchange
listed and over-the-counter securities. Under normal market conditions, at
least 65% of the Portfolio's total assets will be invested in small companies
(companies whose stock market capitalizations range from $50 million to $1
billion).

In analyzing and selecting investments, the Adviser looks for market themes
and changes that signal opportunity. At any given time, the Portfolio will be
invested in a diversified group of stocks in several industries. The Portfolio
will invest primarily in U.S. companies. The Adviser seeks out companies with
lower price to earnings ratios, strong cash flow, good credit lines and clean
or improving balance sheets. To minimize risk and volatility, the Adviser uses
initial public offerings sparingly, concentrating instead on companies with
seasoned management or a track record as part of a larger company.

The Adviser follows all stocks owned or being considered for purchase. The
Adviser's sell discipline calls for re-evaluation of the fundamentals of
stocks that:

. meet initial targets of revenue or stock market value growth

. decline an absolute 15% in stock market value

. grow by 25% in stock market value in a short time.

Cash reserves will represent a relatively small percentage of the Portfo-
lio's assets. For temporary defensive purposes, the Portfolio may reduce its
holding of equity securities and increase its holdings of short-term invest-
ments.

The Portfolio may also, under normal circumstances, invest up to 35% of its
assets, unless restricted by additional limitations described below or in the
Portfolio's SAI, in the following securities or investment techniques.

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

6
<PAGE>

in domestic and foreign money market instruments including certificates of de-
posit, bankers' acceptances, time deposits, U.S. Government obligations, U.S.
Government agency securities, short-term corporate debt securities, and com-
mercial paper rated A-1 or A-2 by Standard & Poor's Corporation or Prime-1 or
Prime-2 by Moody's Investors Service, Inc. 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 a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. The
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
the Portfolio.

7
<PAGE>

The use of repurchase agreements involves certain risks. For example, a de-
fault by the seller under an agreement may cause the Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The 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 been granted permission by the SEC to pool daily uninvested
cash balances of the Fund's Portfolios in order to invest in repurchase agree-
ments on a joint basis. By entering into joint repurchase agreements, a Port-
folio may incur lower transactions costs and earn higher rates of interest on
such repurchase agreements. Each Portfolio's contribution will determine its
return from a joint repurchase agreement.

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolio will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

8
<PAGE>

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. Such segregated securities will either mature or, if
necessary, be sold on or before the settlement date. Typically, no income ac-
crues on securities purchased on a delayed delivery basis prior to the time
delivery is made although a Portfolio may earn income on securities it has de-
posited 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
The Portfolio will not normally engage in short-term trading but reserves
the right to do so. In addition to portfolio trading costs, higher rates of
portfolio turnover may result in realization of capital gains. (See "DIVI-
DENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.)
The table set forth in "Financial Highlights" presents the Portfolio's histor-
ical portfolio turnover rates.

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 investing Portfolio's
total assets may be invested in the securities of any one investment company
nor may it acquire more than 3% of the voting securities of any other invest-
ment company. The Portfolio will indirectly bear its proportionate share of
any management fees paid by an investment company in which it invests in addi-
tion to the advisory fee paid by the Portfolio.

9
<PAGE>

may not be readily available about certain foreign companies. Securities of
some non-U.S. Securities of some foreign companies may be less liquid and more
volatile than securities of comparable U.S. companies. In addition, in certain
foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect U.S. investments in those countries.

INVESTMENT LIMITATIONS

The Portfolio will not:

(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;

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost,
and (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 10% of its total assets at fair market value.

10
<PAGE>

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of the Portfolio. If a percentage limitation on
investment or utilization of assets as set forth above is adhered to at the
time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolio's assets will not be con-
sidered a violation of the restriction.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Funds Distributor, 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 $25,000. Certain exceptions may be made by the officers of the
Fund.

Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares 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 any additional or differ-
ent purchase and 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 transac-
tion fees and/or service fees paid by the Fund from the Fund assets attribut-
able to the Service Agent, and which would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. Service
Agents may provide shareholder services to their customers that are not avail-
able to a shareholder dealing directly with the Fund. A salesperson and any
other person entitled to receive compensation for selling or servicing Portfo-
lio 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 you buy shares of the Portfolio 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 custom-
ers and the Fund for timely transmission of all subscription and redemption
requests, investment information, documentation and money.

11
<PAGE>

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it, together with a check
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 the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment need not be converted into Federal Funds (monies credited
to the Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will
accept it for investment.

BY WIRE

. 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 _______________

12
<PAGE>

tional investments, notify the Fund 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 prior to 4 p.m. Eastern Time (ET) (the close of the
NYSE) will be invested at the 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 reject purchase orders when, in the judgment of
management, such suspension or rejection is in the best interests of the Fund.

Purchases of shares will be made in full and fractional shares of the Port-
folio calculated 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 detailed under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by a Portfo-
lio in exchange for securities will be issued at net asset value determined as
of the same time. All dividends, interest, subscription, or other rights per-
taining 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. Securi-
ties acquired through an in-kind purchase will be acquired for investment and
not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange such securities are eligible to be included
in the Portfolio (current market quotations must be readily available
for such securities);

. the investor represents and agrees that all securities offered to be ex-
changed are not subject to any restrictions upon their sale by the Port-
folio under the Securities Act of 1933, or otherwise; and

. the value of any such security (except U.S. Government Securities) being
exchanged together with other securities of the same issuer owned by the
Portfolio will not exceed 5% of the net assets of the Portfolio immedi-
ately after the transaction.

13
<PAGE>

Investors who are subject to Federal taxation upon exchange may realize a
loss or gain depending upon the cost of securities or local currency ex-
changed. 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;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documentation, if required, in the case
of estates, trusts, guardianships, custodianships, corporations,
pension 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:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be

14
<PAGE>

liable for any losses if they fail to do so. These procedures include requir-
ing the investor to provide certain personal identification at the time an ac-
count 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.

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
as 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 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.

15
<PAGE>

SHAREHOLDER SERVICES

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

Any exchange will be based on the net asset values 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 free copy of the Prospectus for the Portfo-
lio(s) in which you are interested. Exchanges can only be made with Portfolios
that are qualified for sale in the shareholder's state of residence.

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, less any liabilities, by the number of shares out-
standing. 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.

Equity securities listed on a securities exchange for which market quota-
tions are readily available are valued at the last quoted sales prices of the
day. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted equity securities and listed secu-
rities not traded on the valuation date for which market quotations are read-
ily available are valued neither exceeding the current asked prices nor less
than the current bid prices. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is
based upon the bid price of the foreign currency against U.S. dollars quoted
by any major bank or by a broker.

16
<PAGE>

PERFORMANCE CALCULATIONS

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

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 shareholder 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.

17
<PAGE>

The Portfolio is required by Federal law to withhold 31% of reportable pay-
ments paid to shareholders who have not complied with IRS identification regu-
lations. In order to avoid this withholding requirement, you must certify that
your Social Security or Taxpayer Identification Number 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 either 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.

INVESTMENT ADVISER

Fiduciary Management Associates, Inc. is an Illinois corporation formed in
1980 and is located at 55 West Monroe Street, Suite #2550, Chicago, Illinois
60603. The Adviser is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM") and provides investment management services to corpora-
tions, foundations, endowments, pension and profit sharing plans, trusts, es-
tates and other institutions as well as individuals. As of the date of this
Prospectus, the Adviser had over $1.4 billion in assets under management.

18
<PAGE>

The investment professionals of the Adviser primarily responsible for the
day-to-day management of the Portfolio and a description of their business ex-
perience are as follows:

PATRICIA A. FALKOWSKI
PRESIDENT AND CHIEF INVESTMENT OFFICER

<TABLE>
<C> <S>
1993-present Fiduciary Management Associates, Inc.
President and Chief Investment Officer
1992-1993 Fiduciary Management Associates, Inc.
Executive Vice President and Chief Investment Officer
1991-1992 Vice President, Portfolio Manager
1989-1991 STR Analysis, Inc.
President
1983-1989 Kemper Financial Services
Associate Director of Equity Research
1981-1983 Harris Trust & Savings
Sector Head, Equity Research
1979-1981 Kemper Financial Services, Inc.
Research Analyst
1970-1979 Federal government positions
Financial Analyst
1980 M.B.A., University of Chicago
1969 B.S., Rider College
</TABLE>

Ms. Falkowski began managing the FMA Small Company Portfolio in July of
1992.

ALBERT F. GUSTAFSON
SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER

<TABLE>
<C> <S>
1995-present Fiduciary Management Associates, Inc.
Senior Vice President and Portfolio Manager
1992-1995 Prairie State Advisory, Inc.
President
1990-1992 Weiss, Peck & Greer
Research Analyst
1988-1992 Oakwood Asset Management
Partner
1988-1988 Gabelli and Company
Investment Manager & Research
1985-1988 Kemper Financial Services
Research and Fund Management
1981-1985 Alliance Capital Management
Research Analyst
1974 M.B.A., DePaul University
1967 B.S., University of Illinois
</TABLE>

Mr. Gustafson began managing the FMA Small Company Portfolio in November of
1995.

19
<PAGE>

Additional members of the Fiduciary Management Associates, Inc. team of pro-
fessionals are as follows:

ROBERT F. "TAD" CARR, III
CHAIRMAN
<TABLE>
<S> <C>
1980-present Fiduciary Management Associates, Inc.
Chairman and Co-founder
Client Relations
New Business
1972-1980 Investment and Capital Management Corp.
Executive Vice President
1966-1972 Murine Company
Treasurer
Abbott Laboratories
Manager of Optical Division
1964-1966 Northern Trust Bank
Banking Department -- Corporate Accounts
1962 B.S., Babson College

ROBERT W. THORNBURGH, JR., C.F.A.
EXECUTIVE VICE PRESIDENT AND ACCOUNT MANAGER
1984-present Fiduciary Management Associates, Inc.
Executive Vice President and Account
Manager
1970-1984 Scudder, Stevens & Clark
Vice President and Senior Portfolio
Manager
1969 M.B.A., Northwestern University
1964 B.S., Northwestern University

LLOYD J. SPICER, C.F.A.
SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER
1994-present Fiduciary Management Associates, Inc.
Senior Vice President and Portfolio
Manager
1982-1994 La Salle National Corporation
Senior Vice President
1979 M.B.A., Illinois Institute of Technology
1974 B.S., Indiana State University
</TABLE>

Under an Investment Advisory Agreement with the Fund, dated as of October 8,
1990, the Adviser manages the investment and reinvestment of the assets of the
Portfolio. The Adviser must adhere to the stated investment objectives and
policies of the Portfolios, and is subject to the control and supervision of
the Fund's Board of Directors.

20
<PAGE>

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 rate to the Portfolio's average daily net assets for
the month:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
FMA Small Company Portfolio............................................ 0.75%
</TABLE>

In cases where a shareholder of the Portfolio has an investment counseling
relationship with the Adviser, the Adviser may, at its discretion, reduce the
investment counseling fees paid by the client directly to the Adviser. This
procedure will be utilized with clients having contractual relationships based
on total assets managed by Fiduciary Management Associates, Inc. to avoid sit-
uations where excess advisory fees might be paid to the Adviser. In no event
will a client pay higher total advisory fees as a result of the client's in-
vestment in the Portfolio. The Adviser may waive its advisory fees to keep the
Portfolio's total annual operating expenses from exceeding 1.03% of its aver-
age daily net assets. The Fund will not reimburse the Adviser for any advisory
fees which are waived or Portfolio expenses which the Adviser may bear on be-
half 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 the paying
entity's revenues, its profits or any other source available to it. When in
effect, such services arrangements, are made generally available to all quali-
fied service 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.

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 April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

21
<PAGE>

The 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 the following percentage of ag-
gregate net assets:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
FMA Small Company Portfolio............................................ 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM with its prin-
cipal office located at 211 Congress Street, Boston, Massachusetts 02110, dis-
tributes the shares of the Fund. Under the Distribution Agreement (the "Agree-
ment"), the Distributor, as agent for the Fund, agrees to use its best efforts
as sole distributor of Fund shares. The Distributor does not receive any fee
or other compensation under the Agreement with respect to the FMA Small Com-
pany Portfolio Institutional Class Shares offered in this Prospectus. The
Agreement continues in effect so long as it is approved at least annually by
the Fund's Board of Directors. Those approving the agreements must include a
majority of Directors who are not parties to such Agreement or interested per-
sons of any such party. The Agreement provides that the Fund will bear costs
of the registration of its shares with the SEC and various states, and the
printing of its prospectuses, statements of additional information and reports
to stockholders.

PORTFOLIO TRANSACTIONS

22
<PAGE>

brokers on the basis of the research, statistical and pricing services they or
their affiliates provide to the Portfolio in addition to required broker serv-
ices. Such brokers may be paid a higher commission than that which another
qualified broker would have charged for effecting the same transaction, pro-
vided that such commissions are paid in compliance with the Securities Ex-
change 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 Portfolio 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 consistent with the investment policies
of the Portfolio and one or more other clients served by the Adviser is con-
sidered at or about the same time, transactions in such securities will be al-
located 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, allocations are subject to periodic review by the Fund's Direc-
tors.

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." The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series 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 Direc-
tors may create additional Portfolios and Classes of shares of the Fund.

The shares of each Portfolio are fully paid and nonassessable, have no pref-
erence 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. 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, may bear expenses related to the distribution of such
shares and have exclusive voting rights with respect to matters relating to
such distribution expenditures. Information about the Service

23
<PAGE>

Class Shares of the Portfolios is available upon request by contacting the UAM
Funds Service Center.

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 Center
at the telephone number or address listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

24
<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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income 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

25
<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
Fiduciary Management Associates, Inc.
55 West Monroe Street
Suite 2550
Chicago, IL 60603-5093
(312) 930-6850

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

PROSPECTUS

January 3, 1997
<PAGE>

LOGO

FMA Small Company Portfolio

Institutional Service
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

UAM FUNDS

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

- -------------------------------------------------------------------------------
FMA SMALL COMPANY PORTFOLIO
INVESTMENT ADVISER FIDUCIARY MANAGEMENT ASSOCIATES, INC.
INSTITUTIONAL SERVICE CLASS SHARES

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

PROSPECTUS -- JANUARY 3, 1997

INVESTMENT OBJECTIVE

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 Portfolio offered by this Prospectus presently 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 their respective Portfolios and accrue dividends in the same man-
ner, except that Service Class Shares bear fees payable by that class (at a
rate of 0.40% per annum) to financial institutions for services they provide
to shareholders of such shares. The securities offered hereby are Service
Class Shares of one diversified, no-load Portfolio of the Fund managed by Fi-
duciary Management Associates, Inc.

FMA SMALL COMPANY PORTFOLIO. The objective of the FMA Small Company Portfo-
lio is to provide maximum, long-term total return consistent with reasonable
risk to principal by investing primarily in common stocks of smaller companies
in terms of revenues and/or market capitalization.

There can be no assurance that the Portfolio will meet its stated objective.

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. Such Statement is dated January 3, 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 num-
ber above.

THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EX-
CHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURI- TIES COMMISSION PASSED
UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
<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..................................................... 8
Purchase of Shares......................................................... 9
Initial Investments........................................................ 10
Redemption of Shares....................................................... 12
Service and Distribution Plans............................................. 14
Shareholder Services....................................................... 17
Valuation of Shares........................................................ 17
Performance Calculations................................................... 18
Dividends, Capital Gains Distributions and Taxes........................... 18
Investment Adviser......................................................... 19
Administrative Services.................................................... 22
Distributor................................................................ 23
Portfolio Transactions..................................................... 23
General Information........................................................ 24
UAM Funds -- Service Class Shares......................................... 26
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees that a Service Class
shareholder of the FMA Small Company Portfolio will incur. The Fund does not
charge shareholder transaction expenses. However, transaction fees may be
charged if you are a customer of a broker-dealer or other financial intermedi-
ary who has established a shareholder servicing relationship with the Fund on
behalf of their customers. Please see "Purchase of Shares" for further infor-
mation.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
FMA
SMALL
COMPANY
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>

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

<TABLE>
<CAPTION>
FMA
SMALL
COMPANY
PORTFOLIO
SERVICE
CLASS
SHARES
---------
<S> <C>
Investment Advisory Fees........................................... 0.75 %
Administrative Fees................................................ 0.38 %
12b-1 Fees (Including Shareholder Servicing Fees)(*)............... 0.40 %
Other Expenses..................................................... 0.40 %
Advisory Fees Waived............................................... (0.50)%
-----
Total Operating Expenses (After Fee Waiver)........................ 1.43 %
=====
</TABLE>
- -----------

+ Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Service Class Shares would be 1.93%. The annualized Total Operating Expenses
includes the effect of expense offsets. If expense offsets were included,
annualized Total Operating Expenses would not have differed.

* Service Class Shares may bear service fees of 0.25% and distribution fees
and expenses of up to 0.15% Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. See "Service
and Distribution Plans."

1
<PAGE>

This table shows the various fees and expenses that a shareholder in the FMA
Small Company Portfolio's Service Class Shares would bear directly or indi-
rectly. As the Service Class of the Portfolio has not yet begun operations,
the expenses and fees set forth above are estimates, based on the Portfolio's
Institutional Class Shares operations during the fiscal year ended October 31,
1996 except that such information has been restated to reflect 12b-1 fees and
current administrative fees.

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 keep the Portfolio's Service
Class Shares total annual operating expenses from exceeding 1.43% 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.

The following example illustrates the expenses that a Service Class share-
holder would pay on a $1,000 investment over various time periods assuming (1)
a 5% annual rate of return and (2) a redemption at the end of each time peri-
od. As noted in the table on the previous page, the Portfolio charges no re-
demption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FMA Small Company Portfolio Service Class
Shares.................................. $15 $33 * *
</TABLE>
- -----------
* As the Service Class Portfolio has not yet begun operations, the Fund has
not projected expenses beyond the three-year period shown.

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 foregoing table and example relates only to
Service Class Shares of the Portfolio, which 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 Dis-
tribution Plans."

2
<PAGE>

PROSPECTUS SUMMARY

ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agent 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 can be expected to fluctuate in response
to changes in market and economic conditions, as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors in the Fund should consider the following: (1) Common stocks of com-
panies which have small market capitalization may exhibit greater market vola-
tility than common stock of companies which have larger capitalization. (2)
The Portfolio may invest in foreign securities which may involve greater risks
than investments in domestic securities, such as foreign currency risks. (See
"Foreign Investments.") (3) In addition, the Portfolio may use various invest-
ment practices that involve special consideration, including investing in re-
purchase agreements, when-issued, forward delivery and delayed settlement se-
curities and lending of securities, each of which involves special risks. (See
"Other Investment Policies").

INVESTMENT OBJECTIVE

The objective of the FMA Small Company Portfolio is to provide maximum,
long-term total return, consistent with reasonable risk to principal, by in-
vesting primarily in common stocks of smaller companies in terms of revenues
and/or market capitalization. Market capitalization of companies in the Port-
folio will generally be in the $50 million to $1 billion range. Capital return
is likely to be the predominant component of the Portfolio's total return.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing primarily in com-
mon stocks of smaller, less established companies in terms of revenues, assets
and market capitalization. The Portfolio may invest in both stock exchange
listed and over-the-counter securities. Under normal market conditions, at
least 65% of the Portfolio's total assets will be invested in small companies,
i.e., companies whose stock market capitalization (total market value of out-
standing shares) range from $50 million to $1 billion.

In analyzing and selecting investments, the Adviser looks for market themes
and changes that signal opportunity. At any given time, the Portfolio will be
invested in a diversified group of stocks in several industries. Primarily,
the Portfolio will invest in U.S. companies. The Adviser seeks out companies
with lower price to earnings ratios, strong cash flow, good credit lines and
clean or improving balance sheets. To minimize risk and volatility, the Ad-
viser uses initial public offerings sparingly, concentrating instead on compa-
nies with seasoned management or a track record as part of a larger company.

4
<PAGE>

The Adviser follows all stocks owned or being considered for purchase. The
Adviser's sell discipline calls for re-evaluation of the fundamentals of
stocks that:

.meet initial targets of revenue or stock market value growth

.decline an absolute 15% in stock market value

.grow by 25% in stock market value in a short time.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

5
<PAGE>

vestments on a joint basis, it is expected that a Portfolio may earn a higher
rate of return on investments relative to what it could earn individually.

6
<PAGE>

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolio will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

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 payment or delivery 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. Such segregated securi-
ties will either mature or, if necessary, be sold on or before the settlement
date. Typically, no income accrues on securities purchased on a delayed deliv-
ery basis prior to the time delivery is made although a Portfolio may earn in-
come 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.

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 investing Portfolio's
total assets may be invested in the securities of any one investment company
nor may it acquire more than 3% of the voting securities of any other invest-
ment company. The Portfolio will indirectly bear its proportionate share of
any management fees

7
<PAGE>

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

FOREIGN INVESTMENTS
The Portfolio may invest up to 10% of its assets in the equity securities of
foreign issuers of developed countries. As foreign companies are not generally
subject to uniform accounting, auditing and financial reporting standards and
practices comparable to those applicable to U.S. companies, comparable infor-
mation may not be readily available about certain foreign companies. Securi-
ties of some non-U.S. Securities of some foreign companies may be less liquid
and more volatile than securities of comparable U.S. companies. In addition,
in certain foreign countries, there is the possibility of expropriation or
confiscatory taxation, political or social instability, or diplomatic develop-
ments which could affect U.S. investments in those countries.

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 government of the U.S. or any agency or instrumentality
thereof);

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

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

8
<PAGE>

(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 10% of a Portfolio's total assets), and (ii)
by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not inconsis-
tent with the 1940 Act or the rules and regulations or interpretations
of the Commission thereunder; and any securities which are loaned by
the Portfolio will be continually collateralized and marked-to-market
daily;

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

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of the Portfolio. If a percentage limitation on
investment or utilization of assets as set forth above is adhered to at the
time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolio's assets will not be con-
sidered a violation of the restriction.

PURCHASE OF SHARES

Shares of the portfolio may be purchased 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 or the designated
Service Agent. (See "Service and Distribution Plans" and "Valuation of
Shares.") The required minimum initial investment for the Portfolio is $25,000
certain exceptions may be determined by the Officers of the Fund. The Portfo-
lio issues two classes of shares: Institutional Class and Service Class. The
two classes of shares each represent interests in the same portfolio of in-
vestments, have the same rights and are

9
<PAGE>

identical in all respects, except that the Service Class Shares offered by
this Prospectus bear shareholder servicing expenses and distribution plan ex-
penses, and have exclusive voting rights with respect to the Rule 12b-1 Dis-
tribution Plan pursuant to which the distribution fee may be paid. (See "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 which would not be imposed if
shares of the Portfolio were purchased directly from the Fund or the Distribu-
tor. Service Agents may provide shareholder services to their customers that
are not available to a shareholder dealing directly with the Fund. Each Serv-
ice Agent is responsible for transmitting to its customers a schedule of any
such fees and information regarding any additional or different conditions re-
garding purchases and redemptions. Shareholders who are customers of Service
Agents should consult their Service Agent for information regarding these fees
and conditions. A salesperson and any other person entitled to receive compen-
sation for selling or servicing Portfolio shares may receive different compen-
sation 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 you buy shares of the Portfolio 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
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 informa-
tion, documentation and money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it, together with a check
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

10
<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

ADDITIONAL INVESTMENTS
Additional investments can by made at any time. The minimum additional in-
vestment is $1,000. Shares can be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to "UAM Funds") or by wiring
money to the Custodian Bank using the instructions outlined above. When making
additional investments, be sure that your account number, account name, and
the Portfolio to be purchased are specified on the check or wire. Prior to
wiring additional investments, notify the Fund by calling the number on the
cover of this Prospectus. Mail orders should include, when possible, the "In-
vest by Mail" stub which accompanies any Fund confirmation statement.

11
<PAGE>

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange such securities are eligible to be included
in the Portfolio (current market quotations must be readily available
for such securities);

REDEMPTION OF SHARES

12
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documentation, if required, in the case
of estates, trusts, guardianships, custodianships, corporations,
pension 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:

. redemption of certificated shares by telephone.

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 requir-
ing the investor to provide certain personal identification at the time an ac-
count 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.

13
<PAGE>

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.

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
as determined by the SEC.

SERVICE AND DISTRIBUTION PLANS

14
<PAGE>

during the period payments for Servicing are being made to it. Such payments
are borne exclusively by the Service Class Shares. Each item for which a pay-
ment may be made under the Service Plan constitutes personal service and/or
shareholder account maintenance and may constitute an expense of distributing
Fund shares as the Commission construes such term under Rule 12b-1. The fees
payable for Servicing reflect actual expenses incurred up to the limit de-
scribed herein.

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 are engaged to act as Service Agents only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank is prohibited from so acting, its shareholder
clients would be permitted to remain Fund shareholders and alternative means
for continuing the Servicing of such shareholders would be sought and the
shareholder clients of the bank will remain Fund shareholders.

The Distribution Plan and Service Plan (the "Plans") were approved by the
Board of Directors, including a majority of the directors who are not "inter-
ested 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 termi-
nated at any time by the vote of the Board or the 12b-1 Directors, or by the
vote of a majority of the outstanding Service Class Shares of the Portfolio.

15
<PAGE>

.50% per annum of a Portfolio's net assets. Under the Plans, as implemented
for the FMA Small Company Portfolio Service Class Shares, Distribution Plan
expenses may be no more than 0.15% and Service Plan expenses may be no more
than 0.25%, although the maximum limit may be paid following appropriate Board
approval. Upon implementation, the Distribution Plan would permit payments to
the Distributor, broker-dealers, other financial institutions, sales repre-
sentatives or other third parties who render promotional and distribution
services, for items such as advertising expenses, selling expenses, commis-
sions or travel reasonably intended to result in sales of Service Class Shares
and for the printing of prospectuses sent to prospective purchasers of Service
Class Shares of the Portfolio.

Although the Plans may be amended by the Board of Directors, any changes 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 under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Directors quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolio are also limited un-
der 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 UAMFSI and 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 servic-
ing, 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 pay-
ments may do so out of its revenues, its profits or any other source available
to it. Such services arrangements, when in effect, are made generally avail-
able to all qualified service providers. The Adviser may compensate its affil-
iated companies by referring investors to the Portfolios.

16
<PAGE>

SHAREHOLDER SERVICES

Any exchange will be based on the net asset values 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 free copy of the Prospectus for the Portfo-
lio(s) in which you are interested. Exchanges can only be made with Portfolios
that are qualified for sale in the 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 permitted.
For additional information regarding responsibility for the authenticity of
telephoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE" above.

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

17
<PAGE>

PERFORMANCE CALCULATIONS

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

18
<PAGE>

INVESTMENT ADVISER

19
<PAGE>

The investment professionals of the Adviser primarily responsible for the
day-to-day management of the Portfolio and a description of their business ex-
perience are as follows:

PATRICIA A. FALKOWSKI
PRESIDENT AND CHIEF
INVESTMENT OFFICER
Fiduciary Management Associates, Inc. President and Chief In-
1993-present vestment Officer
1992-1993 Fiduciary Management Associates, Inc. Executive Vice President
and Chief Investment Officer
1991-1992 Vice President, Portfolio Manager
1989-1991 STR Analysis, Inc. President
1983-1989 Kemper Financial Services Associate-Director of Equity Research
1981-1983 Harris Trust & Savings Sector Head, Equity Research
1979-1981 Kemper Financial Services, Inc. Research Analyst
1970-1979 Federal government positions Financial Analyst
1980 M.B.A., University of Chicago
1969 B.S., Rider College

Ms. Falkowski began managing the FMA Small Company Portfolio in July of
1992.

ALBERT F. GUSTAFSON
SENIOR VICE PRESIDENT
AND PORTFOLIO MANAGER
1995-present Fiduciary Management Associates, Inc. Senior Vice President and
Portfolio Manger
1992-1995 Praire State Advisory, Inc. President
1990-1992 Weiss, Peek & Greer
Research Analyst
1988-1992 Oakwood Asset Management
Partner
Gabelli and Company
1988-1988 Investment Manager & Research
1985-1988 Kemper Financial Services
1981-1985 Alliance Capital Management
Research Analyst
1974 M.B.A., DePaul University
1967 B.S., University of Illinois

Mr. Gustafson began managing the FMA Small Company Portfolio in November of
1995.

20
<PAGE>

Additional members of the Fiduciary Management Associates, Inc. team of pro-
fessionals are as follows:

ROBERT F. "TAD" CARR, III
CHAIRMAN
1980-present Fiduciary Management Associates, Inc.; Chairman and Co founder
Client Relations
1972-1980 New Business Investment and Capital Management Corp., Executive
Vice President
1966-1972 Murine Company, Treasurer, Abbott Laboratories, Manager of Op-
tical Division
1964-1966 Northern Trust Bank, Banking Department--Corporate Accounts
1962 B.S., Babson College

ROBERT W. THORNBURGH, JR., C.F.A.
EXECUTIVE VICE PRESIDENT
AND ACCOUNT MANAGER
1984-present Fiduciary Management Associates, Inc. Executive Vice President
and Account Manager
1970-1984 Scudder, Stevens & Clark Vice President and Senior Portfolio
Manager
1969 M.B.A., Northwestern University
1964 B.S., Northwestern University

LLOYD J. SPICER, C.F.A.
SENIOR VICE PRESIDENT
AND PORTFOLIO MANAGER
1994-present Fiduciary Management Associates, Inc., Senior Vice President
and Portfolio Manager
1982-1994 La Salle National Corporation, Senior Vice President
1979 M.B.A., Illinois Institute of Technology
1974 B.S., Indiana State University

Under an Investment Advisory Agreement (the "Agreement") with the Fund,
dated as of October 8, 1990, the Adviser manages the investment and reinvest-
ment of the assets of the Portfolio. The Adviser must adhere to the stated in-
vestment objectives and policies of the Portfolios, and is subject to the con-
trol and supervision of the Fund's Board of Directors.

As compensation for its services rendered as an Adviser, 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:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
FMA Small Company Portfolio............................................ 0.75%
</TABLE>

21
<PAGE>

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
FMA Small Company Portfolio............................................ 0.04%
</TABLE>

22
<PAGE>

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.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the FMA
Small Company Portfolio included in this Prospectus. The Agreement continues
in effect so long as it is approved at least annually by the Fund's Board of
Directors. Those approving the agreements must include a majority of Directors
who are not parties to such Agreement or interested persons of any such party.
The Agreement provides that the Fund will bear costs of the registration of
its shares with the SEC and various states, and the printing of its prospec-
tuses, statements of additional information and reports to stockholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio. The Agreement directs the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolio. The Adviser may, however, consistent with the interests of the
Portfolio, select brokers on the basis of the research, statistical and pric-
ing services they or their affiliates provide to the Portfolio in addition to
required broker 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 trans-
action or the overall responsibility of the Adviser to the Portfolio and the
Adviser's other clients.

23
<PAGE>

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized 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." The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with a $0.001 par
value. The Directors 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 Direc-
tors may create additional Portfolios and Classes of shares of the Fund.

The shares of each Portfolio are fully paid and nonassessable, have no pref-
erence 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. Both Institutional
and Service Class Shares represent an interest in the same assets of a Portfo-
lio. Service Class Shares bear certain expenses related to shareholder servic-
ing and may bear expenses related to the distribution of such shares. Service
Class Shares 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.

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

24
<PAGE>

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 Center
at the telephone number or address listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

25
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
NWQ Balanced Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
TJ Core Equity Portfolio

26
<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
Fiduciary Management Associates, Inc.
55 West Monroe Street
Suite 2550
Chicago, IL 60603-5093
(312) 930-6850

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

PROSPECTUS

January 3, 1997
<PAGE>

LOGO

ICM Fixed Income
Portfolio

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

LOGO

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

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

ICM FIXED INCOME PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: INVESTMENT COUNSELORS OF MARYLAND, INC.

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

PROSPECTUS -- JANUARY 3, 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 ICM Fixed Income Portfolio currently offers only one class of
shares. The securities offered in this Prospectus are Institutional Class
Shares of one diversified, no-load Portfolio of the Fund managed by Investment
Counselors of Maryland, Inc.

ICM FIXED INCOME PORTFOLIO. The objective of the ICM Fixed Income Portfolio
(the "Portfolio") is to provide maximum, long-term total return consistent
with reasonable risk to principal by investing primarily in investment grade
fixed income securities of varying maturities.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 15
Purchase of Shares......................................................... 16
Redemption of Shares....................................................... 19
Shareholder Services....................................................... 21
Valuation of Shares........................................................ 21
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Administrative Services.................................................... 26
Distributor................................................................ 26
Portfolio Transactions..................................................... 27
General Information........................................................ 27
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio will incur. Transaction fees may be charged if a broker-dealer or
other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

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

<TABLE>
<S> <C>
Investment Advisory Fees............................................ 0.50 %
Administrative Fees................................................. 0.46 %
12b-1 Fees.......................................................... NONE
Distribution Costs.................................................. NONE
Other Expenses...................................................... 0.38 %
Advisory Fees Waived and Expenses Assumed........................... (0.84)%
-----
Total Operating Expenses (After Fee Waiver and Expenses Assumed).... 0.50 %*
=====
</TABLE>
- -----------
* Absent fee waivers and expenses assumed by the Adviser, annualized Total Op-
erating Expenses of the Portfolio for the fiscal year ended October 31, 1996
would have been 1.34%. The annualized Total Operating Expenses includes the
effect of expense offsets. If expense offsets were excluded, the annualized
Total Operating Expenses of the Portfolio would not differ.

The table above shows the various fees and expenses that an investor would
bear directly or indirectly. The expenses and fees listed above are based on
the Portfolio's operations during the fiscal year ended October 31, 1996, ex-
cept that Advisory Fees Waived and Expenses Assumed have been restated to re-
flect the Portfolio's current expense cap and Administrative Fees have been
restated to reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in
the SAI.)

Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees and to assume expenses otherwise payable by the Portfolio
to keep the Portfolio's total annual operating expenses from exceeding 0.50%
of its average daily net assets. The Fund will not reimburse the Adviser for
any advisory fees that are waived or Portfolio expenses that the Adviser may
bear on behalf of the Portfolio for a given fiscal year.

1
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
ICM Fixed Income Portfolio................... $ 5 $16 $28 $63
</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
Investment Counselors of Maryland, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1972, serves as investment adviser to the Portfolio.
The Adviser presently manages over $4 billion in assets for institutional cli-
ents and high net worth individuals. (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 $100,000. The minimum for subsequent investment
is $1,000. Certain exceptions to the initial or minimum investment amounts may
be made by the officers of the Fund. (See "PURCHASE OF SHARES.")

REDEMPTIONS AND EXCHANGES
Shares of the Portfolio may be redeemed, without cost, at any time 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" and "SHAREHOLDER 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) The fixed income securities held by the
Portfolio will be affected by general changes in interest rates that result in
increases or decreases in their value. The value of the securities held by the
Portfolio can be expected to vary inversely with changes in interest rates; as
interest rates decline, market value tends to increase and vice versa. (2) The
Portfolio may invest in the securities of foreign issuers. (See "INVESTMENT
POLICIES."); (3) The Portfolio may engage in various portfolio strategies to
seek to hedge its portfolio against movements in interest rates and exchange
rates between currencies by the use of derivatives including options, futures
and options on futures. Utilization of options and futures transactions in-
volves the risk of imperfect correlation in movements in the price of options
and futures and movements in the price of the securities, interest rates or
currencies which are the subject of the hedge. Options and futures transac-
tions in foreign markets are also subject to the risk factors associated with
foreign investments generally. There can be no assurance that a liquid second-
ary market for options and futures contracts will exist at any specific time.
(See "FUTURES CONTRACTS AND OPTIONS."); (4) The Portfolio may use various in-
vestment practices including investing in repurchase agreements, when-issued,
forward delivery and delayed settlement securities and lending of securities.
(See "OTHER INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the periods presented and is part of the Portfolio's Fi-
nancial Statements, which are included in the Portfolio's 1996 Annual Report
to Shareholders. The Financial Statements are incorporated into the Portfo-
lio's SAI. Please read the following information in conjunction with the Port-
folio's Financial Statements as of October 31, 1996. The Financial Statements
have been audited by Price Waterhouse LLP. Their unqualified opinion on the
Financial Statements is also incorporated into the SAI.

<TABLE>
<CAPTION>
NOVEMBER 3, YEARS ENDED
1992** TO OCTOBER 31,
OCTOBER 31, -------------------------
1993 1994 1995 1996
----------- ------- ------- -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD... $ 10.00 $ 10.58 $ 9.55 $ 10.43
------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+................ 0.51 0.52 0.59 0.59
------- ------- ------- -------
Net Realized and Unrealized Gain
(Loss)............................... 0.51 (0.98) 0.82 (0.07)
------- ------- ------- -------
Total from Investment Operations...... 1.02 (0.46) 1.41 0.52
DISTRIBUTIONS
Net Investment Income................. (0.44) (0.48) (0.53) (0.59)
Net Realized Gain..................... -- (0.09) -- --
------- ------- ------- -------
Total Distributions................... (0.44) (0.57) (0.53) (0.59)
------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD......... $ 10.58 $ 9.55 $ 10.43 $ 10.36
======= ======= ======= =======
TOTAL RETURN+.......................... 10.38% (4.43%) 15.11% 5.17%
======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (Thousands).. $12,465 $12,601 $16,765 $24,358
Ratio of Expenses to Average Net
Assets................................ 0.84%* 0.84% 0.63% 0.50%
Ratio of Net Investment Income to
Average Net Assets.................... 5.41%* 5.26% 6.04% 5.98%
Portfolio Turnover Rate................ 65% 82% 49% 46%
Voluntary Waived Fees and Expenses
Assumed by the Adviser Per Share...... $ 0.03 $ 0.04 $ 0.08 $ 0.08
Ratio of Expenses to Average Net Assets
Including Expenses Offsets............ N/A N/A 0.61% 0.50%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had certain expenses not been waived and
expenses assumed by the Adviser during the period.

5
<PAGE>

INVESTMENT OBJECTIVE

The objective of the Portfolio is to provide maximum, long-term total return
consistent with reasonable risk to principal. The Adviser intends to pursue
this objective by investing the Portfolio's assets primarily in investment
grade fixed income securities of varying maturities. These include securities
of the U.S. Government and its agencies, corporate bonds, mortgage-backed se-
curities, asset-backed securities, and various short-term instruments such as
commercial paper, Treasury bills, and certificates of deposit. Income return
is expected to be a predominant portion of the Portfolio's total return. Any
capital return on the Portfolio is dependent upon interest rate movements. The
capital return from the Portfolio will vary according to, among other factors,
interest rate changes and the average weighted maturity (duration) of the
Portfolio.

INVESTMENT POLICIES

The Adviser employs a conservative fixed income investment strategy. This
strategy seeks to provide superior, risk-adjusted returns with an emphasis on
consistently outperforming the broad intermediate-term market as interest
rates climb and participating in market rallies as rates fall. The Adviser's
investment process is largely driven by independent research on relative value
along the yield curve and a view on interest rate trends. The Adviser consid-
ers events affecting both the U.S. and international capital markets in its
analysis. Market models developed in-house and other internal systems quantify
and monitor a broad set of risk measures used to identify relative value be-
tween sectors and within security groups. The Adviser has found that relative
value generally exists when a security or sector offers the prospect of supe-
rior rewards for a given amount of risk.

The Portfolio seeks to achieve its objective by investing primarily in in-
vestment grade fixed income securities of varying maturities. These include
securities of the U.S. Government and its agencies, corporate bonds, mortgage-
backed securities, asset-backed securities, and various short-term instruments
such as commercial paper, Treasury bills, and certificates of deposit.

The Portfolio will invest in investment grade bonds having one of the three
highest grades assigned by Moody's Investors Service, Inc. ("Moody's") (Aaa,
Aa, A) or Standard & Poor's Corporation ("S&P") (AAA, AA, A). The Adviser will
seek to achieve the Portfolio's objective by investing in the following secu-
rities: mortgage-backed securities including collateralized mortgage obliga-
tions ("CMOs") and asset-backed securities which are deemed by the Adviser and
the rating agencies cited above to be of investment grade quality; variable
rate and fixed rate debt securities which at the time of purchase are rated as
"investment grade"; short-term securities deemed by the Adviser to have compa-
rable ratings; and securities of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities.

6
<PAGE>

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to the investment grade securities described above. However, the Adviser
reserves the right to retain securities which are downgraded by one or both of
the rating agencies if, in the Adviser's judgment, the retention of the secu-
rities is warranted. In addition, the Adviser may invest up to 10% of the
Portfolio's assets in fixed income securities split rated by Moody's and by
S&P, with one service an A, the other Baa/BBB (or which, if unrated, are in
the Adviser's opinion of comparable quality or better), preferred stocks and
convertible securities. In the case of convertible securities, the conversion
privilege may be exercised, but the common stocks received will be sold. Secu-
rities which are rated Baa or lower by Moody's or BBB or lower by S&P are con-
sidered to be more speculative with regard to the payment of interest and
principal (according to the terms of the indenture) than securities in the
three highest rating categories. Such securities normally carry with them a
greater degree of investment risk than securities with higher ratings.

While the Adviser anticipates that the majority of the assets in the Portfo-
lio will be U.S. dollar-denominated securities, it reserves the right to pur-
chase obligations of foreign governments, agencies, or corporations denomi-
nated either in U.S. dollars or foreign currencies. The credit quality stan-
dards applied to foreign obligations are the same as those applied to the se-
lection of U.S. based securities.

Investors should recognize that investing in foreign companies involves spe-
cial considerations which are not typically associated with investing in U.S.
companies. Since the securities of foreign companies are frequently denomi-
nated in foreign currencies and the Portfolio may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the Portfolio will be af-
fected favorably or unfavorably by changes in currency rates and in exchange
control regulations and may incur costs in connection with conversions between
various currencies.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, there may be less publicly available information
about certain foreign companies than about U.S. companies. Securities of some
non-U.S. companies may be less liquid and more volatile than securities of
comparable U.S. companies. There is generally less government supervision and
regulation of foreign stock exchanges, brokers and listed companies than in
the U.S. Many foreign securities markets have substantially less volume than
United States national securities exchanges, and securities of some foreign
issuers are less liquid and more volatile than securities of comparable domes-
tic issuers. Brokerage commissions and other transactions costs on foreign se-
curities exchanges are generally higher than in the United States. In addi-
tion, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, dip-
lomatic developments or the possible adoption of foreign governmental restric-
tions such as exchange controls which could affect U.S. investments in those
countries.

7
<PAGE>

It is the policy of the Portfolio to invest, under normal circumstances, at
least 80% of its assets in fixed income securities. For temporary defensive
purposes, the Portfolio may reduce its holdings of fixed income securities and
increase, up to 100%, its holdings in short-term investments. The Adviser may
employ a defensive investment posture either when it anticipates that prevail-
ing interest rates will rise or that the spread between treasuries and other
fixed income securities will widen. When the Portfolio is in a defensive mode,
it is not pursuing long-term total return.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

8
<PAGE>

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, the 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 default by the seller of the agreement may cause the
Portfolio to experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived 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 ba-
sis. By entering into joint repurchase agreements, the 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.")

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolio will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

9
<PAGE>

livery" 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 before delivery is due. Delayed settlement is a term used to describe
settlement of a securities transaction in the secondary market which will oc-
cur sometime in the future. No payment or delivery is made by the Portfolio
until it receives payment or delivery from the other party to any of the above
transactions. It is possible that the market price of the securities at the
time of delivery may be higher or lower than the purchase price. 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 in-
come accrues on securities purchased on a delayed delivery 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 may engage in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 80%. In addition to Portfo-
lio trading costs, higher rates of portfolio turnover may result in the reali-
zation of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX-
ES" for more information on taxation). The Portfolio will not normally engage
in short-term trading, but each reserves the right to do so. The table set
forth in "Financial Highlights" presents the Portfolio's historical portfolio
turnover rates.

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 investing Portfolio's
total assets may be invested in the securities of any one investment company
nor may it acquire more than 3% of the voting securities of any other invest-
ment company. The Portfolio will indirectly bear its proportionate share of
any management fees paid by an investment company in which it invests in addi-
tion to the advisory fee paid by the Portfolio.

10
<PAGE>

as a result of the Portfolio's investment in the DSI Money Market Portfolio.
The investing Portfolio will bear expenses of the DSI Money Market Portfolio
on the same basis as all of its other shareholders.

FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS
Futures Contracts and Options on Futures. To hedge its portfolio against ad-
verse movements of the market, remain fully invested and reduce transaction
costs or implement its investment strategies, the Portfolio may purchase and
sell futures and related options on such futures in connection with the secu-
rities in which it invests (such as bond futures and options, interest rate
futures and options and foreign currency futures and options) traded on either
U.S. or foreign exchanges or boards of trade, similar entities, or quoted on
an automated quotation system. Such futures contracts are third-party con-
tracts (i.e., performance of the parties' obligations is guaranteed by an ex-
change or clearing corporation) which, in general, have standardized strike
prices and expiration dates.

The Portfolio may use futures contracts and options to simulate or replicate
other types of investments according to its investment strategies.

Because the Portfolio will engage in options and futures transactions gener-
ally only for hedging purposes, the Adviser believes that the options and
futures portfolio strategies of the Portfolio will not subject it to the risks
frequently associated with the speculative use of options and futures transac-
tions. There can be no assurance that the Portfolio's hedging transactions
will be effective. Also, the Portfolio may not necessarily be engaging in
hedging activities when movements in any particular market occur.

The Portfolio may purchase and sell futures contracts as a hedge against ad-
verse changes in the market value of its portfolio securities as described be-
low. A futures contract is an agreement between two parties which obligates
the purchaser of the futures contract to buy and the seller of a futures con-
tract to sell a security for a set price on a future date. Transactions by the
Portfolio in futures are subject to limitation as described below under "Re-
strictions on the Use of Futures Transactions."

The Portfolio may sell futures contracts in anticipation of or during a mar-
ket decline to attempt to offset the decrease in market value of its securi-
ties portfolio that might otherwise result. When the Portfolio is not fully
invested in the securities markets and anticipates a significant market ad-
vance, it may purchase futures in order to gain rapid market exposure that may
in part or entirely offset increases in the cost of securities that the Port-
folio intends to purchase. The Adviser does not consider purchases of futures
contracts to be a speculative practice under these circumstances.

The Portfolio also has authority to purchase call and put options on futures
contracts in connection with its hedging activities. Generally, these strate-
gies are

11
<PAGE>

utilized under the same market and market sector conditions in which the Port-
folio enters into futures transactions. The Portfolio may purchase put options
on futures contracts rather than selling the underlying futures contract in
anticipation of a decrease in the market value of its securities. Similarly,
the Portfolio may purchase call options on futures contracts as a substitute
for the purchase of futures to hedge against increased cost resulting from an
increase in the market value of securities which the Portfolio intends to pur-
chase.

As a means of reducing the risks associated with investing in securities de-
nominated in foreign currencies, the Portfolio may enter into contracts for
the future acquisition or delivery of foreign currencies and may purchase for-
eign currency options. The Portfolio will incur brokerage fees when it pur-
chases or sells futures contracts or options, and it will be required to main-
tain margin deposits.

Restrictions on the Use of Futures Transactions. The Portfolio will only en-
ter into futures contracts or futures options which are standardized and
traded on a U.S. or foreign exchange or board of trade, or similar entity, or
quoted on an automated quotation system. The Portfolio uses futures contracts
and related options for "bona fide hedging" purposes, as such term is defined
by the Commodity Futures Trading Commission ("CFTC"). Positions in financial
futures and related options that do not qualify as "bona fide hedging" posi-
tions, will enter such non-hedging positions only to the extent that aggregate
initial margin deposits plus premiums paid by it for open futures option posi-
tions, less the amount by which any such positions are "in-the-money," would
not exceed 5% of the Portfolio's total net assets.

Risk Factors in Futures and Options Transactions. Futures and options can be
volatile and involve various degrees and types of risk. If the Portfolio
judges market conditions incorrectly or employs a strategy that does not cor-
relate well with its investments, use of futures and options contracts could
result in a loss. Although the Portfolio intends to enter into options and
futures transactions only if there appears to be a liquid secondary market, it
could also suffer losses if it is unable to liquidate its position due to an
illiquid secondary market. Options and futures transactions in foreign markets
are subject to the risk factors associated with foreign investments generally.
(See "INVESTMENT POLICIES.")

The Portfolio intends to enter into options and futures transactions, only
if there appears to be a liquid secondary market for such options or futures.
There can be no assurance, however, that a liquid secondary market will exist
at any specific time. Thus, it may not be possible to close an options or
futures position. The inability to close options and futures positions also
could have an adverse impact on the Portfolio's ability to hedge effectively.
There is also the risk of loss by the Portfolio of margin deposits or collat-
eral in the event of bankruptcy of a broker with whom the Portfolio has an
open position in an option, a futures contract or related option.

12
<PAGE>

Forward Foreign Currency Exchange Contracts. The Portfolio may enter into
forward foreign currency exchange contracts, which provide for the purchase or
sale of an amount of a specified foreign currency at a future date. The gen-
eral purpose of these contracts is both to put currencies in place to settle
trades and to generally protect the United States dollar value of securities
held by the Portfolio against exchange rate fluctuation. While such forward
contracts may limit losses to the Portfolio as a result of exchange rate fluc-
tuation, they will also limit any gains that may otherwise have been realized.
The Portfolio will enter into such contracts only to protect against the ef-
fects of fluctuating rates of currency exchange and exchange control regula-
tions. (See "Investment Objectives and Policies -- Forward Foreign Currency
Exchange Contracts" in the SAI.)

Options on Securities and Currencies. The Portfolio may also purchase put
and call options on securities. The Portfolio may sell ("write") put or call
options it has previously purchased, which could result in a net gain or loss
depending on whether the amount realized on the sale is more or less than the
premium and other transaction costs paid on the put or call option which is
sold. The Portfolio may write a put or call option only if the option is "cov-
ered" by the Portfolio holding a position in the underlying securities or by
other means which would permit immediate satisfaction of the Portfolio's obli-
gation as a writer of the option. Prior to exercise or expiration, an option
may be closed out by an offsetting purchase or sale of an option of the same
series.

The purchase and writing of options involves certain risks. During the op-
tion period, the covered call writer has, in return for the premium on an op-
tion, given up the opportunity to profit from an increase above the exercise
price in the underlying securities, and has retained the risk of loss should
the price of the underlying security decline. The writer of an option has no
control over the time when it may be required to fulfill its obligation as a
writer of the option. If a put or call option purchased by the Portfolio is
not sold when it has remaining value, the Portfolio will lose its entire in-
vestment in the option. Also, where a put or call option on a particular secu-
rity is purchased to hedge against price movements in a related security, the
price of the put or call option may move more or less than the price of the
related security. There can be no assurance that a liquid market will exist
when the Portfolio seeks to close out an option position. Furthermore, if
trading restrictions or suspensions are imposed on the options markets, the
Portfolio may be unable to close out a position.

The Portfolio may buy or sell put and call options on foreign currencies.
Currency options traded on U.S. or other exchanges may be subject to position
limits which may limit the ability of the Portfolio to reduce foreign currency
risk using such options. Over-the-counter options differ from traded options
in that they are two-party contracts with price and other terms negotiated be-
tween buyer and seller and generally do not have as much market liquidity as
exchange-traded

13
<PAGE>

options. The Portfolio may be required to treat as illiquid over-the-counter
options purchased and securities being used to cover certain written over-the-
counter options.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Mortgage-backed securities in which the Portfolio will invest either carry a
guaranty from an agency of the U.S. Government or a private issuer of the
timely payment of principal and interest or are sufficiently seasoned to be
considered by the Adviser to be of investment grade quality. Mortgage-backed
securities differ from bonds in that the principal is paid back by the bor-
rower over the length of the loan rather than returned in a lump sum at matu-
rity. Mortgage-backed securities are called "pass-through" securities because
both interest and principal payments (including pre-payments) are passed
through to the holder of the security. When prevailing interest rates rise,
the value of a mortgage-backed security may decrease as do other types of debt
securities. When prevailing interest rates decline, however, the value of
mortgage-backed securities may not rise on a comparable basis with other debt
securities because of the prepayment feature. Additionally, if a mortgage-
backed security is purchased at a premium above its principal value because
its fixed rate of interest exceeds the prevailing level of yields, the decline
in price to par may result in a loss of the premium in the event of prepay-
ment.

CMOs are securities which are collateralized by mortgage pass-through secu-
rities. Cash flows from the mortgage pass-through are allocated to various
tranches in a predetermined, specified order. Each tranch has a "stated matu-
rity" -- the latest date by which the tranch can be completely repaid, assum-
ing no prepayments -- and has an "average life" -- the average time to receipt
of a principal payment weighted by the size of the principal payment.

Asset-backed securities are collateralized by shorter term loans such as au-
tomobile loans, computer leases, or credit card receivables. The payments from
the collateral are passed through to the security holder. The collateral be-
hind asset-backed securities tends to have prepayment rates that do not vary
with interest rates. In addition, the short-term nature of the loans reduces
the impact of any change in prepayment level.

RISKS: Due to the possibility that prepayments (on home mortgages, automo-
bile loans and other collateral) will alter the cash flow on CMOs and asset-
backed securities, it is not possible to determine in advance the actual final
maturity date or average life. Faster prepayment will shorten the average
life, and slower prepayments will lengthen it. However, it is possible to de-
termine what the range of that movement could be and to calculate the effect
that it will have on the price of the security. In selecting these securities,
the Adviser looks for those securities that offer a higher yield to compensate
for any variation in average maturity.

14
<PAGE>

DURATION
Duration is a measure of the expected timing of the cash flows (principal
and interest) of a fixed income security. It was developed as a more precise
alternative to the concept of "term to maturity". Duration incorporates a
bond's yield, coupon interest payments, final maturity and call features into
one measure. Most debt obligations provide interest ("coupon") payments in ad-
dition to a final ("par") payment at maturity. Some obligations also have call
provisions. Depending on the relative magnitude of these payments, the market
values of debt obligations may respond differently to changes in the level and
structure of interest rates.

INVESTMENT LIMITATIONS

The Portfolio will not:

(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;

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost,
and (ii) the Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets; or

15
<PAGE>

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

The investment objective of the Portfolio is fundamental and may be changed
only with the approval of the holders of a majority of the outstanding shares
of the Portfolio. Except for investment limitations (a) and (b) above, the
Portfolio's investment limitations and policies described in this Prospectus
and in the SAI are not fundamental and may be changed by the Fund's Board of
Directors.

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 $100,000. Certain exceptions may be determined by the officers of
the Fund.

Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares 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 any additional or differ-
ent conditions. Shareholders who are customers of Service Agents should con-
sult their Service Agent for information regarding these fees and conditions.
Amounts paid to Service Agents may include transaction fees and/or service
fees paid by the Fund from the Fund assets attributable to the Service Agent,
and which would not be imposed if shares of the Portfolio were purchased di-
rectly from the Fund or the Distributor. Service Agents may provide share-
holder services to their customers that are not available to a shareholder
dealing directly with the Fund. A salesperson and any other person entitled to
receive compensation for selling or servicing Portfolio shares may receive
different compensation with respect to one particular class of shares over an-
other in the Fund.

16
<PAGE>

INITIAL INVESTMENTS

BY MAIL
. Complete and sign an Application and mail it, together with a check pay-
able 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

. 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

17
<PAGE>

purchased is identified on the check or wire. Prior to wiring additional in-
vestments, notify the UAM Funds Service Center by calling the number on the
cover of this Prospectus. Mail orders should include, when possible, the "In-
vest by Mail" stub which accompanies any Fund confirmation statement.

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 set forth under "Valuation of Shares" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued by a Portfolio in exchange for securities will be issued at net asset
value determined as of the same time. All dividends, interest, subscription,
or other rights pertaining to such securities shall become the property of the
Portfolio and must be delivered to the Fund by the investor upon receipt from
the issuer. Securities acquired through an in-kind purchase are acquired for
investment and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the 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 not subject to any restrictions upon their sale by
the Portfolio under the Securities Act of 1933 or otherwise; and

. the value of any such security (except U.S. Government securities)
being exchanged together with other securities of the same issuer
owned by the Portfolio will not exceed 5% of the net assets of the
Portfolio immediately after the transaction.

Investors who are subject to Federal taxation may realize a gain or loss for
Federal income tax purposes upon the exchange, depending upon the cost of the

18
<PAGE>

securities 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 your shares depending
on the market value of the 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;

. 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:

. redemption of certificated shares by telephone.

19
<PAGE>

ing the investor to provide certain personal identification at the time an ac-
count 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 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.

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 re-
ceipt 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 as
determined by the SEC.

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

20
<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 or writing to the UAM Funds Service Center.

Any such exchange will be based on the respective net assets of the shares
involved. There is no sales commission or charge of any kind. Before making an
exchange into a Portfolio, a shareholder should read its Prospectus and con-
sider the investment objectives of the Portfolio to be purchased. Call the UAM
Funds Service Center to obtain a Prospectus for the Portfolio(s) in which you
are interested. Exchanges can only be made for 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 and if the registration of the two accounts will
be identical. Requests for exchange received prior to 4 p.m. ET will be proc-
essed as of the close of business on the same day. The Board of Directors may
limit frequency and amount of exchanges permitted. For additional information
regarding responsibility for the authenticity of telecopied instructions, see
"REDEMPTION OF SHARES -- BY TELEPHONE" above. An exchange into another UAM
Funds Portfolio may result in a capital gain or loss for income tax purposes.
The Fund may modify or terminate 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, less any liabilities, by the total number of shares
outstanding. 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. Quotations of foreign securities in
a foreign currency are converted to U.S. dollar equivalents. The converted
value is based upon the bid price of the foreign currency against U.S. dollars
quoted by any major bank or by a broker.

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost if the Board of Directors determines that amortized cost re-
flects fair value.

21
<PAGE>

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.

The Portfolio's Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. Con-
tact the UAM Funds Service Center at the address or telephone number on the
cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

22
<PAGE>

FEDERAL TAXES
The Portfolio intends to qualify each year as a "regulated investment
company" under subchapter M of the Internal Revenue Code of 1986, as amended,
for federal income 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 port-
folio of investments which satisfies certain diversification criteria.

INVESTMENT ADVISER

Investment Counselors of Maryland, Inc. is a Maryland corporation formed in
1972 and is located at 803 Cathedral Street, Baltimore, MD 21201. The Adviser
is a wholly-owned subsidiary of United Asset Management Corporation ("UAM")
and provides investment management services to corporations, pension and
profit sharing plans, trusts, estates and other institutions and individuals.
As of the date of this Prospectus, the Adviser had over $4 billion in assets
under management.

23
<PAGE>

LINDA W. MCCLEARY -- PRINCIPAL. Ms. McCleary is responsible for the organi-
zation and administration of the Fixed Income Group at the Adviser and manages
fixed income portfolios. She joined the Adviser in 1978 having worked previ-
ously as a Trust Investment Officer at Equitable Trust Company. She is a cum
laude graduate of Smith College and holds an M.B.A. from Loyola College. Ms.
McCleary has managed the ICM Fixed Income Portfolio since its inception.

DANIEL O. SHACKELFORD -- SENIOR VICE PRESIDENT. Mr. Shackelford joined the
Adviser in November, 1993 as a fixed income portfolio manager. He has 15 years
of fixed income experience, most recently as a portfolio manager for the Uni-
versity of North Carolina at Chapel Hill ("UNC") from 1991 through 1993. Mr.
Shackelford is a graduate of UNC and received his M.B.A. from the Fuqua School
of Business at Duke University, which he attended from 1989 to 1991. Mr.
Shackelford is a Chartered Financial Analyst. Prior to 1989, Mr. Shackelford
held the position of portfolio manager at UNC. Mr. Shackelford has managed the
ICM Fixed Income Portfolio since November, 1993.

Additional members of the Adviser's team of professionals are as follows:

CRAIG LEWIS -- PRINCIPAL AND CHIEF INVESTMENT OFFICER. Prior to founding the
Adviser in 1972, Mr. Lewis was Vice President of Investments at First National
Bank of Maryland. Before that, he served as Vice President and Director of Re-
search at Robert Garrett & Sons, Inc., a NYSE member firm. Mr. Lewis is a
Chartered Financial Analyst and past President of the Baltimore Security Ana-
lysts Society. He is a graduate of Princeton University.

PAUL L. BORSSUCK -- PRINCIPAL. Mr. Borssuck heads the Individual Capital
Management Division at ICM. Prior to joining the Adviser, he served as Chair-
man of the Investment Policy Committee at Mercantile Safe-Deposit and Trust
Company where he managed the portfolios of high net worth clients. Prior to
that, he headed the institutional funds management section at American Secu-
rity and Trust Company in Washington, D.C. Mr. Borssuck earned his B.S. degree
and M.B.A. from Lehigh University. He is a Chartered Financial Analyst.

ROBERT D. MCDORMAN, JR. -- PRINCIPAL. Mr. McDorman joined the Adviser in
June, 1985. His primary responsibilities are the management of the ICM Small
Company Portfolio and related separate accounts and equity security analysis.
Prior to joining the Adviser, Mr. McDorman managed the Financial Industrial
Income Fund. Mr. McDorman earned his B.A. degree at Trinity College and his
law degree at the University of Baltimore. He is a Chartered Financial Ana-
lyst.

DAVID E. NELSON -- PRINCIPAL AND DIRECTOR OF EQUITY RESEARCH. Mr. Nelson
joined the Adviser in October, 1989. Prior to that, he was Senior Vice Presi-

24
<PAGE>

dent, Director of Research for Legg Mason. Mr. Nelson is an honors graduate of
Wesleyan University and received his M.B.A. in Finance from Washington Univer-
sity in 1976. He is a Chartered Financial Analyst.

ROBERT F. BOYD -- EXECUTIVE VICE PRESIDENT. Mr. Boyd joined the Adviser in
December, 1995 as a Senior Security and Quantitative Analyst and Portfolio
Manager. Prior to joining the Adviser, he was a Managing Director and Portfo-
lio Manager at Brandywine Asset Management. Prior to that he was Director of
Equity and Quantitative Research at Mercantile Safe Deposit & Trust Company
for 15 years. Mr. Boyd earned his B.S. degree from the University of Virginia
and his M.B.A. from Columbia University. He is a Chartered Financial Analyst.

CHARLES W. NEUHAUSER -- SENIOR VICE PRESIDENT. Mr. Neuhauser joined the Ad-
viser in August, 1991 as a security analyst in the Equity Research Department.
Prior to that, he served as a security analyst at Bear, Stearns & Company,
Inc. in New York and then Legg Mason in Baltimore. He began in the investment
business as an analyst with Ruane, Cunniff & Company, managers of the Sequoia
Fund. Mr. Neuhauser is a graduate of Columbia University. He is a Chartered
Financial Analyst.

Under an Investment Advisory Agreement with the Fund dated March 20, 1989,
as amended June 2, 1992, (the "Agreement"), the Adviser, subject to the con-
trol and supervision of the Fund's Board of Directors and in conformance with
the stated investment objective and policies of the Portfolio, manages the in-
vestment and reinvestment of the assets of the Portfolio. In this regard, it
is the responsibility of the Adviser to make investment decisions for the
Portfolio and to place purchase and sales orders for the Portfolio.

As compensation for the services rendered by the Adviser under the Agree-
ment, the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying an annual percentage rate of 0.50% to the Portfolio's
average daily net assets for the month:

The Adviser has voluntarily agreed to keep the Portfolio's total annual op-
erating expenses from exceeding 0.50% of its average daily net assets. The
Fund will not reimburse the Adviser for any advisory fees that are waived or
Portfolio expenses that the Adviser may bear on behalf of the Portfolio for a
given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 the paying
entity's revenues, its profits or any other source available to it. When serv-
ice arrangements are in effect, they are made generally available to all qual-
ified service providers.

25
<PAGE>

ADMINISTRATIVE SERVICES

The 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 .04% of aggregate net assets.
CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

26
<PAGE>

tors. Those approving the agreements must include a majority of Directors who
are neither parties to such Agreement nor interested persons of any such par-
ty. The Agreement provides that the Fund will bear the costs of the registra-
tion 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 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.

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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios, without further action by
shareholders. At its discretion, the Board of Directors may create additional
Portfolios and Classes of shares of the Fund.

27
<PAGE>

The shares of each Portfolio and Class 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 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 enti-
tled 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.

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 Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

28
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

29
<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
Investment Counselors of Maryland, Inc.
803 Cathedral Street
Baltimore, Maryland 21201
(410) 539-3838

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPERS HERE]

ICM Small Company Portfolio
&
ICM Equity Portfolio

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<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

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

ICM SMALL COMPANY PORTFOLIO

ICM EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: INVESTMENT COUNSELORS OF MARYLAND, INC.

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

PROSPECTUS -- JANUARY 3, 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 ICM Portfolios currently offer only one class of shares. The se-
curities offered in this Prospectus are Institutional Class Shares of two di-
versified, no-load Portfolios of the Fund managed by Investment Counselors of
Maryland, Inc.

ICM SMALL COMPANY PORTFOLIO. The objective of the ICM Small Company Portfo-
lio ("Small Company Portfolio") is to provide maximum, long-term total return
consistent with reasonable risk to principal, by investing primarily in the
common stocks of smaller companies in terms of revenues and assets and, more
importantly, in terms of market capitalization.

ICM EQUITY PORTFOLIO. The objective of the ICM Equity Portfolio ("Equity
Portfolio") is to provide maximum long-term total return, consistent with rea-
sonable risk to principal, by investing primarily in common stocks of rela-
tively large companies measured in terms of revenues, assets and market capi-
talization. It is anticipated that nearly all of the companies represented in
the Portfolio will have a market capitalization exceeding the median market
capitalization of the stocks listed on the New York Stock Exchange.

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

Keep this Prospectus for future reference. It contains information 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 January 3, 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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 7
Investment Policies........................................................ 7
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 13
Purchase of Shares......................................................... 14
Redemption of Shares....................................................... 17
Shareholder Services....................................................... 18
Valuation of Shares........................................................ 19
Performance Calculations................................................... 20
Dividends, Capital Gains Distributions and Taxes........................... 20
Investment Adviser......................................................... 21
Administrative Services.................................................... 24
Distributor................................................................ 24
Portfolio Transactions..................................................... 25
General Information........................................................ 25
UAM Funds -- Institutional Class Shares.................................... 27
</TABLE>
<PAGE>

FUND EXPENSES

The following table shows the expenses and fees that a shareholder of the
Portfolios will incur. Transaction fees may be charged if a broker-dealer or
other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SMALL
COMPANY EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Sales Load Imposed on Purchases.......................... NONE NONE
Sales Load Imposed on Reinvested Dividends............... NONE NONE
Deferred Sales Load...................................... NONE NONE
Redemption Fees.......................................... NONE NONE
Exchange Fees............................................ NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
SMALL
COMPANY EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Investment Advisory Fees............................... 0.70% 0.625 %
Administrative Fees.................................... 0.15% 1.11 %
12b-1 Fees............................................. NONE NONE
Distribution Costs..................................... NONE NONE
Other Expenses......................................... 0.05% 1.022 %
Advisory Fees Waived and Expenses Assumed.............. 0% (1.853)%
---- ------
Total Operating Expenses (After Fee Waiver and Expenses
Assumed)............................................. 0.90%* 0.90 %*
==== ======
</TABLE>
- -----------
* Absent the fee waiver and expenses assumed by the Adviser, annualized Total
Operating Expenses of the Equity Portfolio for the fiscal year ended October
31, 1996 would have been 2.753%. The annualized Total Operating Expenses in-
cludes the effect of expense offsets. If expense offsets were excluded,
annualized Total Operating Expenses of the Small Company and Equity Portfo-
lios would not have differed.

The table above shows various fees and expenses that an investor in the
Portfolio would bear directly or indirectly. The expenses and fees listed are
based on the Portfolios' operations during the fiscal year ended October 31,
1996, except that Advisory Fees waived and Expenses Assumed have been restated
to reflect the

1
<PAGE>

Portfolio's current expense cap, and Administrative Fees have been restated to
reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in the SAI.)

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume operating expenses otherwise payable by the Portfolio, if neces-
sary, in order to keep the Equity Portfolio's total annual operating expenses
from exceeding 0.90% of its average daily net assets. The Fund will not reim-
burse 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.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Small Company Portfolio......................... $ 9 $29 $50 $111
Equity Portfolio................................ $ 9 $29 $50 $111
</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
Investment Counselors of Maryland, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1972, serves as investment adviser to three of the
Fund's Portfolios. In addition to the Portfolios, the Adviser serves as in-
vestment adviser to the ICM Fixed Income Portfolio. The Adviser presently man-
ages over $4 billion in assets for institutional clients and high net worth
individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment for the ICM Small Company Portfolio is
$5,000,000. The minimum initial investment for the ICM Equity Portfolio is
$2,500. The minimum for subsequent investments for the ICM Small Company and
ICM Equity Portfolios are $1,000 and $100, respectively. The minimum initial
investment for IRA accounts is $500. The minimum initial investment for
spousal IRA accounts is $250. (See "PURCHASE OF SHARES.") Certain exceptions
to the initial or minimum investment amounts may be determined by the officers
of the Fund.

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized net capital gains annually. Distributions will be reinvested in Portfolio
shares automatically unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

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

3
<PAGE>

RISK FACTORS

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables show selected per share information for a share out-
standing throughout each of the periods presented. The tables are part of the
Portfolios' Financial Statements included in each Portfolio's 1996 Annual Re-
port to Shareholders. The Annual Reports are incorporated into the Portfolios'
SAI. The Portfolios' Financial Statements for the period ended October 31,
1996 have been audited by Price Waterhouse LLP. Their unqualified opinions on
the Financial Statements are also incorporated into the SAI. Please read the
following information in conjunction with the Portfolios' 1996 Annual Reports
to Shareholders.
ICM SMALL COMPANY PORTFOLIO
<TABLE>
<CAPTION>
APRIL 19**
TO YEARS ENDED OCTOBER 31,
OCTOBER ----------------------------------------------------------------------
31, 1989 1990 1991 1992 1993 1994 1995 1996
---------- ------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD..... $10.00 $ 9.92 $ 7.78 $ 12.50 $ 14.96 $ 18.75 $ 17.05 $ 19.04
------ ------- ------- ------- ------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment
Income................. 0.08 0.13 0.14 0.11 0.08 0.09 0.16 0.24
Net Realized and
Unrealized Gain (Loss)
on Investments......... (0.09) (2.05) 4.73 2.81 4.94 0.64 2.70 2.59
------ ------- ------- ------- ------- -------- -------- --------
Total from Investment
Operation............ (0.01) (1.92) 4.87 2.92 5.02 0.73 2.86 2.83
------ ------- ------- ------- ------- -------- -------- --------
DISTRIBUTIONS
Net Investment
Income................. (0.07) (0.14) (0.15) (0.10) (0.07) (0.09) (0.14) (0.24)
Net Realized Gain...... (0.08) (0.36) (1.16) (2.34) (0.73) (0.92)
------ ------- ------- ------- ------- -------- -------- --------
Total Distributions.. (0.07) (0.22) (0.15) (0.46) (1.23) (2.43) (0.87) (1.16)
------ ------- ------- ------- ------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD.................. $ 9.92 $ 7.78 $ 12.50 $ 14.96 $ 18.75 $ 17.05 $ 19.04 $ 20.71
====== ======= ======= ======= ======= ======== ======== ========
TOTAL RETURN............ (.13)% (19.77)% 62.79 % 23.96 % 35.20 % 4.59 % 17.73 % 15.62 %
====== ======= ======= ======= ======= ======== ======== ========
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of
Period (Thousands)..... $9,487 $18,732 $43,559 $58,483 $81,870 $115,761 $250,798 $320,982
Ratio of Expenses to
Average Net Assets..... 2.43 %* 1.14 % 1.02 % 0.95 % 0.95 % 0.93 % 0.87 % 0.88 %
Ratio of Net
Investment Income to
Average Net Assets..... 1.81 %* 1.52 % 1.32 % 0.77 % 0.46 % 0.58 % 1.02 % 1.20 %
Portfolio Turnover
Rate................... 18 % 40 % 49 % 34 % 47 % 21 % 20 % 23 %
Average Commission
Rate # ................ N/A N/A N/A N/A N/A N/A N/A $ 0.0595
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A N/A N/A 0.86 % 0.88 %
</TABLE>
- ----
* Annualized
** Commencement of Operations
# For fiscal years beginning on or after September 30, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

ICM EQUITY PORTFOLIO

<TABLE>
<CAPTION>
OCTOBER 1, YEARS ENDED
1993* TO OCTOBER 31,
OCTOBER 31, ------------------------
1993 1994 1995 1996
----------- ------ ------ -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.. $10.00 $ 9.94 $10.41 $12.14
------ ------ ------ -------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income................ 0.01 0.20 0.26 0.30
Net Realized and Unrealized Gain
(Loss) on Investments............... (0.07) 0.45 1.75 2.76
------ ------ ------ -------
Total from Investment Operations... (0.06) 0.65 2.01 3.06
------ ------ ------ -------
DISTRIBUTIONS
Net Investment Income................ -- (0.18) (0.26) (0.28)
Net Realized Gain.................... -- -- (0.02) (0.43)
------ ------ ------ -------
Total Distributions................ -- (0.18) (0.28) (0.71)
------ ------ ------ -------
NET ASSET VALUE, END OF PERIOD........ $ 9.94 $10.41 $12.14 $14.49
====== ====== ====== =======
TOTAL RETURN+......................... (0.60)% 6.63% 19.62% 26.23%
====== ====== ====== =======
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period
(Thousands)......................... $1,977 $3,659 $6,865 $7,868
Ratio of Expenses to Average Net
Assets.............................. 0.90 %** 0.90% 0.92%# 0.90%
Ratio of Net Investment Income to
Average Net Assets.................. 1.06 %** 2.15% 2.44% 2.30%
PORTFOLIO TURNOVER RATE............... 11 % 17% 37% 57%
Average Commission Rate#.............. N/A N/A N/A $0.0661
Voluntary Waived Fees and Expenses
Assumed by the Adviser Per Share..... $0.04 $0.21 $0.16 $0.24
Ratio of Expenses to Average Net
Assets Including Expense Offers...... N/A N/A 0.90% 0.90%
</TABLE>
- -----------
* Annualized
** Commencement of Operations.
+ Total return would have been lower had certain expenses not been waived
and expenses assumed by the Adviser during the period.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

INVESTMENT OBJECTIVES

ICM SMALL COMPANY PORTFOLIO. The objective of the Small Company Portfolio is
to provide maximum, long-term total return consistent with reasonable risk to
principal, by investing primarily in common stocks of smaller companies mea-
sured in terms of revenues and assets and, more importantly, in terms of mar-
ket capitalization and which, in the Adviser's opinion, are undervalued at the
time of purchase. Capital return is likely to be the predominant component of
the Portfolio's total return.

ICM EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide
maximum long-term return consistent with reasonable risk to principal, by in-
vesting primarily in common stocks of relatively large companies measured in
terms of revenues, assets and market capitalization and which, in the Advis-
er's opinion, are undervalued at the time of purchase. The Adviser anticipates
that at least 80% of all the companies represented in the Portfolio will have
a market capitalization exceeding the median market capitalization of the
stocks listed on the New York Stock Exchange. Capital return is likely to be
the predominant component of the Portfolio's total return.

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

INVESTMENT POLICIES

ICM SMALL COMPANY PORTFOLIO. The Small Company Portfolio seeks to achieve
its objective by investing, under normal circumstances, at least 80% of its
assets in common stocks of smaller, less established companies in terms of
revenues and assets and, more importantly, market capitalization. In addition,
the Portfolio may, to a limited extent, invest in convertible bonds or con-
vertible preferred stocks. Securities selected for the Portfolio will be cho-
sen from the New York and American Stock Exchanges or from the over-the-
counter markets operated by the National Association of Securities Dealers.
For a company's securities to be considered for purchase, the company's stock
market capitalization (the total market value of its outstanding shares) gen-
erally must range from $50 million to $700 million.

The security selection process for the Portfolio focuses on those companies
within the market capitalization range outlined above and which also sell at a
price-earnings (P/E) ratio less than the P/E ratio of the Standard & Poor's
500 Index. The Adviser believes that shares in companies with relatively small
market capitalizations and low P/E ratios are likely to provide superior rates
of return over an extended period of time relative to both the stock market in
general and larger companies with high P/E ratios. Using screening parameters
such as relative P/E ratio, relative return on equity, and other financial ra-
tios, the Adviser screens a

7
<PAGE>

universe of several thousand small capitalization companies to identify poten-
tially undervalued securities. The list of potential investments is narrowed
further by the use of traditional fundamental security analysis. In addition,
the Adviser tends to focus on those companies whose earnings momentum is ac-
celerating and/or recent earnings have exceeded general expectations.

It is anticipated that cash reserves will represent a relatively small per-
centage of the Portfolio's assets (less than 20% under normal circumstances)
as market timing is not a part of the Adviser's investment strategy. For tem-
porary defensive purposes, the Portfolio may reduce its holdings of equity se-
curities and increase its holdings in short-term investments.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased if they pass the selection
process outlined above. In addition, if shares of a foreign company are pur-
chased, they must be traded in the United States as sponsored American Deposi-
tary Receipts ("ADRs") which are U.S. domestic securities representing owner-
ship rights in foreign companies. Under normal circumstances ADRs will not
comprise more than 20% of the Portfolio's assets.

ICM EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve its objective by
investing, under normal circumstances, at least 80% of its assets in common
stocks of relatively large companies in terms of revenues, assets, and market
capitalization. The Portfolio may also invest in convertible bonds or convert-
ible preferred stocks to a limited extent. The Portfolio's securities will be
chosen primarily from the New York and American Stock Exchanges or from the
over-the-counter markets operated by the National Association of Securities
Dealers.

The security selection process for the Portfolio focuses upon those stocks
with low price-earnings (P/E) ratios relative to the price-earnings ratio of
the Standard & Poor's 500 Index ("S&P 500 Index"). In the Adviser's opinion,
stocks with low P/E ratios have been shown to provide superior rates of return
to investors when compared to high P/E stocks over extended periods of time
and through a variety of economic and market cycles. Using screening parame-
ters such as relative P/E ratio, relative return on equity, and other finan-
cial ratios, the Adviser screens several thousand stocks to identify poten-
tially undervalued securities. The list of potential investments is narrowed
further by the use of traditional fundamental security analysis. The Adviser
conducts interviews with company managements and reviews the assessments and
opinions of outside analysts and consultants. Typically, the Adviser invests
in companies that have an above-average return on equity, are financially
strong, and yet are selling at a P/E ratio below that of the S&P 500 Index.
Securities are sold when, in the Adviser's opinion, the shares become rela-
tively overvalued or more attractive alternatives are found.

8
<PAGE>

It is anticipated that cash reserves will represent a relatively small per-
centage of the Portfolio's assets (less than 20% under normal circumstances)
as market timing is not a part of the Adviser's investment strategy. For tem-
porary defensive purposes, the Portfolio may reduce its holdings or equity se-
curities and increase its holdings in short-term investments.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased, if they pass the selection
process outlined above. In addition, if shares of a foreign company are pur-
chased, they must be traded in the United States as sponsored American Deposi-
tary Receipts which are U.S. domestic securities representing ownership rights
in foreign companies. Under normal circumstances, foreign securities will not
comprise more than 20% of the Portfolio's assets.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

9
<PAGE>

vestments on a joint basis, it is expected that a Portfolio may earn a higher
rate of return on investments relative to what it could earn individually.

10
<PAGE>

voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

WHEN-ISSUED AND FORWARD DELIVERY SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued" or "for-
ward delivery" basis. "When-issued" or "forward delivery" refers to securities
whose terms and indenture are available and for which a market exists, but
which are not available for immediate delivery. When-issued or delayed deliv-
ery transactions may be expected to occur a month or more before delivery is
due. However, no payment or delivery is made by a Portfolio until it receives
payment or delivery from the other party to the transaction. 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 Portfolios will maintain a separate ac-
count of cash or liquid securities at least equal to the value of purchase
commitments until payment is made. Typically, no income accrues on securities
purchased on a delayed delivery basis prior to the time delivery is made al-
though a Portfolio may earn income on securities it has deposited in a segre-
gated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover for each Portfolio is not anticipated to exceed 80%. In
addition to Portfolio trading costs, higher rates of portfolio turnover may
result in the realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES" for more information on taxation). The Portfolios
will not normally engage in short-term trading, but each reserves the right to
do so. The tables set forth in "Financial Highlights" present the Portfolios'
historical portfolio turnover rates.

11
<PAGE>

upon the Portfolio's assets invested in the DSI Money Market Portfolio, the
investing Portfolio's adviser will waive its investment advisory fee and any
other fees earned as a result of the Portfolio's investment in the DSI Money
Market Portfolio. The investing Portfolio will bear expenses of the DSI Money
Market Portfolio on the same basis as all of its other shareholders.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, each
Portfolio is authorized to invest in stock futures and options. Because trans-
action costs associated with futures and options may be lower than the costs
of investing in stocks and bonds directly, it is expected that the use of in-
dex futures and options to facilitate cash flows may reduce a Portfolio's
overall transaction costs.

Each Portfolio may enter into futures contracts provided that not more than
5% of the Portfolio's assets are required as margin deposit to secure obliga-
tions under such contracts. The Portfolios will engage in futures and options
transactions for hedging purposes only. A Portfolio will maintain assets suf-
ficient to meet its obligations under such contracts in a segregated account
with the Fund's custodian bank.

Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Directors

12
<PAGE>

may change such policies without an affirmative vote of a majority of the out-
standing voting securities of the Portfolio.

INVESTMENT LIMITATIONS

Each Portfolio will not:

(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;

(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 (10% for the ICM Small Company
Portfolio) valued at the lower of market or cost, and (ii) a Portfolio
may not purchase additional securities when borrowings exceed 5% of
total assets; or

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

The investment objective of each Portfolio is fundamental and may be changed
only with the approval of the holders of a majority of the outstanding shares
of that Portfolio. Except with respect to limitations (a), (b), (d), (e) and
(f)(i), the Equity Portfolio's investment limitations and policies described
in this Prospectus and in the SAI are not fundamental and may be changed by
the Fund's Board of Directors upon reasonable notice to investors. All of the
above limitations are fundamental for the Small Company Portfolio and may be
changed only with the approval of the holders of a majority of the outstanding
shares of the Portfolio. If a

13
<PAGE>

percentage limitation on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in per-
centage resulting from changes in the value or total cost of the Portfolio's
assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each 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 for the Small Company Portfolio is $5,000,000. The minimum
initial investment for IRA accounts is $500. The minimum initial investment
for spousal IRA accounts is $250. The minimum initial investment required for
the Equity Portfolio is $2,500. Certain exceptions may be determined by the
officers of the Fund.

Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares 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 any additional or differ-
ent conditions. Shareholders who are customers of Service Agents should con-
sult their Service Agent for information regarding these fees and conditions.
Amounts paid to Service Agents may include transaction fees and/or service
fees paid by the Fund from the Fund assets attributable to the Service Agent,
and which would not be imposed if shares of the Portfolio were purchased di-
rectly from the Fund or the Distributor. Service Agents may provide share-
holder services to their customers that are not available to a shareholder
dealing directly with the Fund. A salesperson and any other person entitled to
receive compensation for selling or servicing Portfolio shares may receive
different compensation with respect to one particular class of shares over an-
other in the Fund.

Service Agents may enter confirmed purchase orders on behalf of their cus-
tomers. If you buy shares of a Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the 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 custom-
ers and the Fund for timely transmission of all subscription and redemption
requests, investment information, documentation and money.

14
<PAGE>

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check pay-
able 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

BY WIRE

. 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

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $1,000 for the Small Company Portfolio and $100 for the Equity
Portfolio. Shares can be purchased at net asset value by mailing a check to
the UAM Funds Service Center (payable to "UAM Funds") or by wiring monies to
the Custodian Bank as outlined above. When making additional investments, be

15
<PAGE>

sure that the account number, account name, and the Portfolio to be purchased
are specified on the check or wire. Prior to wiring additional investments,
notify the UAM Funds Service Center. Mail orders should include, when possi-
ble, the "Invest by Mail" stub which accompanies any Fund confirmation state-
ment.

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

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange such securities are eligible to be in-
cluded in the Portfolio (current market quotations must be readily
available for such securities);

. the value of any such security (except U.S. Government Securities)
being exchanged together with other securities of the same issuer
owned by the Portfolio will not exceed 5% of the net assets of the
Portfolio immediately after the transaction.

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 the
secu-

16
<PAGE>

rities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone, at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. Any redemption may be more or less than the
purchase price of your shares depending on the market value of the investment
securities held by the Portfolio.

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

17
<PAGE>

all telephone transaction requests will be recorded and investors may be re-
quired to provide additional telecopied written instructions of such transac-
tion requests. The Fund or Sub-Transfer Agent may be liable for any losses due
to unauthorized or fraudulent telephone instructions if the Fund or Sub-Trans-
fer 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 telephone 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.

OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of receipt of and no more than seven days
after 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 circum-
stances as determined by the SEC.

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

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each ICM Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the Fund or UAM
Funds

18
<PAGE>

Trust. (See the list of Portfolios of the UAM Funds at the end of this Pro-
spectus.) Exchange requests should be made by contacting the UAM Funds Service
Center.

VALUATION OF SHARES

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

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

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods approved by the Fund's Directors.

19
<PAGE>

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

Total return is the change in value of an investment in the Portfolios over
a given period, assuming reinvestment of any dividends and capital gains. A
cumulative 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.

Each Portfolios' 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 Portfolios' SAI. This information may also be included in sales
literature and advertising.

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
or telephone number on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

All dividend and capital gains distributions made by a Portfolio will be au-
tomatically reinvested in additional shares of the Portfolio unless the Fund
is notified in writing that the shareholder elects to receive distributions in
cash.

FEDERAL TAXES
Each Portfolio intends to qualify each year as a "regulated investment com-
pany" under subchapter M of the Internal Revenue Code of 1986, as amended, for
federal income tax purposes and to meet all other requirements that are neces-
sary for it (but not its shareholders) to be exempt from federal taxes on in-
come and gains paid to shareholders in the form of dividends. To do this, each
Portfolio must,

20
<PAGE>

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.

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 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 either on the Application or on a
separate form supplied by the Fund.

INVESTMENT ADVISER

Small Company Portfolio -- Robert D. McDorman, Jr.
Equity Portfolio -- David E. Nelson

ROBERT D. MCDORMAN, JR. -- Principal. Mr. McDorman joined ICM in June, 1985.
His primary responsibilities are the management of the ICM Small Company Port-
folio and related separate accounts and equity security analysis. Prior to
joining ICM, Mr. McDorman managed the Financial Industrial Income Fund. Mr.
McDorman earned his B.A. degree at Trinity College and his law degree at the
University of Baltimore. He is a Chartered Financial Analyst. Mr. McDorman has
managed the ICM Small Company Portfolio since its inception.

DAVID E. NELSON -- Principal and Director of Equity Research. Mr. Nelson
joined ICM in October, 1989. Prior to that, he was Senior Vice President, Di-
rector

21
<PAGE>

of Research for Legg Mason. Mr. Nelson is an honors graduate of Wesleyan Uni-
versity and received his M.B.A. in Finance from Washington University in 1976.
He is a Chartered Financial Analyst. Mr. Nelson has managed the ICM Equity
Portfolio since its inception.

Additional members of the Investment Counselors of Maryland ("ICM") team of
professionals are as follows:

CRAIG LEWIS -- Principal and Chief Investment Officer. Prior to founding ICM
in 1972, he was Vice President of Investments at First National Bank of Mary-
land. Before that, he served as Vice President and Director of Research at
Robert Garrett & Sons, Inc., a NYSE member firm. Mr. Lewis is a Chartered Fi-
nancial Analyst and past President of the Baltimore Security Analysts Society.
He is a graduate of Princeton University.

PAUL L. BORSSUCK -- Principal. Mr. Borssuck heads the Individual Capital
Management Division at ICM. Prior to joining ICM, he served as Chairman of the
Investment Policy Committee at Mercantile Safe-Deposit and Trust Company where
he managed the portfolios of high net worth clients. Prior to that, he headed
the institutional funds management section at American Security and Trust Com-
pany in Washington, D.C. Mr. Borssuck earned his B.S. degree and M.B.A. from
Lehigh University. He is a Chartered Financial Analyst.

LINDA W. MCCLEARY -- Principal. Ms. McCleary is responsible for the organi-
zation and administration of the Fixed Income Group at ICM and manages fixed
income portfolios. She joined ICM in 1978 having worked previously as a Trust
Investment Officer at Equitable Trust Company. She is a cum laude graduate of
Smith College and holds an M.B.A. from Loyola College.

STEPHEN T. SCOTT -- Principal. Mr. Scott specializes in the management of
private foundations and endowments. He joined ICM in 1973 after having served
as portfolio manager at Chase Manhattan Bank and Mercantile Safe-Deposit and
Trust Company. He is a graduate of Randolph-Macon College and Columbia Univer-
sity Graduate School of Business.

ROBERT F. BOYD -- Executive Vice President. Mr. Boyd joined ICM in December,
1995 as a Senior Security and Quantitative Analyst and Portfolio Manager.
Prior to joining ICM, he was a Managing Director and Portfolio Manager at
Brandywine Asset Management. Prior to that he was Director of Equity and Quan-
titative Research at Mercantile Safe Deposit & Trust Company for 15 years. Mr.
Boyd earned his B.S. degree from the University of Virginia, and his M.B.A.
degree from Columbia University. He is a Chartered Financial Analyst.

CHARLES W. NEUHAUSER -- Senior Vice President. Mr. Neuhauser joined ICM in
August, 1991 as a security analyst in the equity research department. Prior to
that, he served as a security analyst at Bear, Stearns & Company, Inc. in New
York and then Legg Mason in Baltimore. He began in the investment business as
an analyst with Ruane, Cunniff & Company, managers of the Sequoia Fund.

22
<PAGE>

Mr. Neuhauser is a graduate of Columbia University. He is a Chartered Finan-
cial Analyst.

DANIEL O. SHACKELFORD -- Senior Vice President. Mr. Shackelford joined ICM
in November, 1993 as a fixed income portfolio manager. He has 15 years of
fixed income experience, most recently as a portfolio manager for the Univer-
sity of North Carolina at Chapel Hill ("UNC") from 1991 through 1993. Mr.
Shackelford is a graduate of UNC and received his M.B.A. from the Fuqua School
of Business at Duke University, which he attended from 1989 to 1991. Mr.
Shackelford is a Chartered Financial Analyst. Prior to 1989, Mr. Shackelford
held the position of portfolio manager at UNC.

Under Investment Advisory Agreements with the Fund, dated as of March 20,
1989 and June 28, 1993, the Adviser manages the investment and reinvestment of
the assets of the Portfolios. The Adviser must adhere to the stated investment
objectives and policies of the Portfolios, and is subject to the control and
supervision of the Funds Board of Directors.

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

<TABLE>
<CAPTION>
RATE
-----
<S> <C>
Small Company Portfolio............................................... 0.700%
Equity Portfolio...................................................... 0.625%
</TABLE>

The Adviser has voluntarily agreed to keep the total annual operating ex-
penses of the Equity Portfolio from exceeding 0.90% of its average daily net
assets. The Fund will not reimburse the Adviser for any advisory fees which
are waived or Portfolio expenses which the Adviser may bear on behalf of the
Portfolio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 the paying
entity's revenues, its profits or any other source available to it. When such
services arrangements, are in effect, they are made generally available to all
qualified service providers.

23
<PAGE>

Smith Barney for services it provides to certain defined contribution plan
shareholders that are not otherwise provided by UAMFSI.

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Small Company Portfolio................................................ 0.04%
Equity Portfolio....................................................... 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

24
<PAGE>

ally by the Fund's Board of Directors. Those approving the agreements must in-
clude a majority of Directors who are neither parties to such Agreement nor
interested persons of any such party. The Agreement provides that the Fund
will bear costs of registration of its shares with the SEC and various states
and the printing of its prospectuses, its SAIs and its reports to sharehold-
ers.

PORTFOLIO TRANSACTIONS

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 Advisor. 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." 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 Board of Directors has the power to designate one
or more series or classes of shares of common stock and to classify or reclas-
sify any unissued shares. At its discretion, the Board of Directors may create
additional Portfolios and Classes of shares of the Fund.

The shares of each Portfolio and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features

25
<PAGE>

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. As of December 6,
1996, Bryn Mawr School, c/o Investment Counselors of Maryland, Baltimore, MD
held of record 30.0% and ICM/United Asset Management Corporation Profit Shar-
ing & 401(k) Plan, Baltimore, MD held of record 27.0% of the outstanding
shares of the ICM Equity Portfolio Institutional Class Shares. The persons or
organizations owning 25% or more of the outstanding shares of a Portfolio may
be presumed to "control" (as that term is defined in the 1940 Act) such Port-
folio. 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 ap-
proval of shareholders of such Portfolio.

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 Center
at the address or telephone number on the cover of this Prospectus.

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.

26
<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 Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
DSI Balanced 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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

27
<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
Investment Counselors of Maryland, Inc.
803 Cathedral Street
Baltimore, Maryland 21201
(410) 539-3838

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The McKee Portfolios

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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

THE MCKEE PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: C.S. MCKEE & CO.

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

PROSPECTUS--JANUARY 3, 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 investment
policies. The McKee Portfolios currently offer only one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of three
non-diversified, no-load Portfolios of the Fund managed by C.S. McKee & Co.,
Inc.

McKee U.S. Government Portfolio. The objective of the McKee U.S. Government
Portfolio (the "U.S. Government Portfolio") is to achieve a high level of cur-
rent income consistent with preservation of capital by investing primarily in
U.S. Treasury and Government agency securities.

McKee Domestic Equity Portfolio. The objective of the McKee Domestic Equity
Portfolio (the "Domestic Equity Portfolio") is to achieve a superior long-term
total return over a market cycle by investing primarily in equity securities
of U.S. issuers.

McKee International Equity Portfolio. The objective of the McKee Interna-
tional Equity Portfolio (the "International Equity Portfolio") is to achieve a
superior long-term total return over a market cycle by investing primarily in
the equity securities of non-U.S. issuers.

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 12
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 22
Valuation of Shares........................................................ 23
Performance Calculations................................................... 23
Dividends, Capital Gains Distributions and Taxes........................... 24
Investment Adviser......................................................... 25
Administrative Services.................................................... 26
Distributor................................................................ 27
Portfolio Transactions..................................................... 28
General Information........................................................ 28
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees which shareholders of
the Portfolios would incur. Transaction fees may be charged if a broker-dealer
or other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL
GOVERNMENT EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- -------------
<S> <C> <C> <C>
Sales Load Imposed on
Purchases............. NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends.. NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE
Redemption Fees......... NONE NONE NONE
Exchange Fees........... NONE NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL
GOVERNMENT EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- -------------
<S> <C> <C> <C>
Investment Advisory Fees..................... 0.45% 0.65% 0.70%
Administrative Fees.......................... 0.46% 0.21% 0.18%
12b-1 Fees................................... NONE NONE NONE
Distribution Costs........................... NONE NONE NONE
Other Expenses............................... 0.47% 0.22% 0.15%
Advisory Fees Waived......................... (0.12)% (0.04)% --
------- ------- -----
Total Operating Expenses+.................... 1.26% 1.04% 1.03%
======= ======= =====
</TABLE>
- -----------
* Absent fee waivers and expenses assumed by the Adviser, annualized Total Op-
erating Expenses of the McKee U.S. Government and Domestic Equity Portfolios
for the fiscal year ended October 31, 1996 would have been 1.38% and 1.08%,
respectively.
+ The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, annualized Total Operating Expenses
of the U.S. Government, Domestic Equity and International Equity Portfolios
would not differ.

1
<PAGE>

The above table shows the various fees and expenses an investor in the Port-
folios would bear directly or indirectly. The fees and expenses are based on
the Portfolios' operations during the fiscal year ended October 31, 1996, ex-
cept that Administrative Fees have been restated to reflect the current fees.
(See "ADMINISTRATIVE SERVICES" herein and in the SAI.)

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
McKee U.S. Government Portfolio............. $13 $40 $70 $153
McKee Domestic Equity Portfolio............. $11 $33 $58 $128
McKee International Equity Portfolio........ $11 $33 $57 $126
</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

C.S. McKee & Co., Inc. (the "Adviser"), an investment counseling firm estab-
lished in 1931, serves as investment adviser to the Portfolios. The Adviser
presently manages over $3.2 billion in assets for institutional clients. (See
"INVESTMENT ADVISER.")

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment for the U.S. Government and Domestic Equity
Portfolios is $100,000; the minimum for subsequent investments is $1,000. The
minimum initial investment for the International Equity Portfolio 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 ac-
counts is $250. Certain exceptions to the initial and minimum investment
amounts may be made by officers of the Fund. (See "PURCHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized net capital gains annually. Distributions will be reinvested in Portfolio
shares automatically unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the 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 United 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

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Portfo-
lios' Institutional Class Shares. These tables are part of the Portfolios' Fi-
nancial Statements, which are included in the Portfolios' 1996 Annual Report
to Shareholders. The Annual Report is incorporated into the Portfolios' SAI.
The Portfolio's Financial Statements have been audited by Price Waterhouse
LLP. Their unqualified opinion on the Financial Statements is also incorpo-
rated into the SAI. Please read the following information in conjunction with
the Portfolios' 1996 Annual Report to Shareholders.

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------
MAY 26, 1994**
TO OCTOBER 31, OCTOBER 31, OCTOBER 31,
1994 1995 1996
-------------- ----------- -----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period... $ 10.00 $ 10.40 $ 10.03
Income From Investment Operations
Net Investment Income.................. 0.04 0.11 0.09
Net Realized and Unrealized Gain
(Loss)............................... 0.39 (0.39)+ 0.73
------- ------- -------
Total From Investment Operations....... 0.43 (0.28) 0.82
------- ------- -------
Distributions:
Net Realized Gain...................... -- -- (0.21)
Net Investment Income.................. (0.03) (0.09) (0.09)
------- ------- -------
Net Asset Value, End of Period......... $ 10.40 $ 10.03 $ 10.55
======= ======= =======
Total Return........................... 4.31% (2.69)% 8.29%
======= ======= =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands).. $37,257 $74,893 $91,224
Ratio of Expenses to Average Net
Assets............................... 1.12%* 0.97%# 1.01%
Ratio of Net Investment Income to
Average Net Assets................... 0.97%* 1.16% 0.92%
Portfolio Turnover Rate................ 11% 7% 9%
Average Commission Rate Paid#.......... N/A N/A $0.0560
Ratio of Expenses to Average Net Assets
Including Expense Offsets............ N/A 0.96% 1.01%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ The amount shown for the year ended October 31, 1995 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

DOMESTIC EQUITY PORTFOLIO

<TABLE>
<CAPTION>
MARCH 2, 1995** YEAR ENDED
TO OCTOBER 31, OCTOBER 31,
1995 1996
--------------- -----------
<S> <C> <C>
Net Asset Value, Beginning of Period.............. $10.00 $ 11.44
Income From Investment Operations
Net Investment Income............................. 0.08 0.10
Net Realized and Unrealized Gain.................. 1.43 2.08
------ -------
Total From Investment Operations.................. 1.51 2.18
------ -------
Distributions:
Net Investment Income............................. (0.07) (0.09)
Net Realized Gain................................. (0.07) (0.15)
------ -------
Total Distributions............................... (0.24)
------ -------
Net Asset Value, End of Period.................... $11.44 $ 13.38
====== =======
Total Return+..................................... 15.13% 19.31%
====== =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............. $6,427 $62,170
Ratio of Expenses to Average Net Assets+.......... 1.08%* 0.99%
Ratio of Net Investment Income to Average Net As-
sets+........................................... 1.12%* 0.93%
Portfolio Turnover Rate........................... 27% 42%
Average Commission Rate Paid#..................... N/A $0.0482
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share............................... $0.11 $0.00
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................. 1.00% 0.99%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

U.S. GOVERNMENT PORTFOLIO

<TABLE>
<CAPTION>
MARCH 2, 1995** YEAR ENDED
TO OCTOBER 31, OCTOBER 31,
1995 1996
--------------- -----------
<S> <C> <C>
Net Asset Value, Beginning of Period.............. $10.00 $10.76
Income From Investment Operations
Net Investment Income............................. 0.28 0.46
Net Realized and Unrealized Gain (Loss)........... 0.71 (0.07)
------ -------
Total From Investment Operations.................. 0.99 0.39
------ -------
Distributions:
Net Investment Income............................. (0.23) (0.44)
Net Realized Gain................................. 0.00 (0.13)
------ -------
Total Distributions............................... (0.23) (0.57)
------ -------
Net Asset Value, End of Period.................... $10.76 $10.58
====== =======
Total Return+..................................... 9.96% 3.77%
====== =======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)............. $6,069 $23,118
Ratio of Expenses to Average Net Assets........... 0.89%* 1.13%
Ratio of Net Investment Income to Average Net
Assets.......................................... 5.39%* 5.39%
Portfolio Turnover Rate........................... 104% 83%
Voluntary Waived Fees and Expenses Assumed by the
Adviser Per Share............................... $0.10 $0.01
Ratio of Expenses to Average Net Assets Including
Expense Offsets................................. 0.85%* 1.13%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods.
++ The amount shown for the year ended October 31, 1996 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchases
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the Portfolio.

7
<PAGE>

INVESTMENT OBJECTIVES

The objective of the U.S. GOVERNMENT PORTFOLIO is to achieve a high level of
current income consistent with preservation of capital by investing primarily
in U.S. Treasury and Government agency securities.

The objective of the DOMESTIC EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in equity
securities of U.S. issuers.

The objective of the INTERNATIONAL EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in equity
securities of non-U.S. issuers.

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

INVESTMENT POLICIES

U.S. GOVERNMENT PORTFOLIO. The U.S. Government Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in securities issued by the U.S. Treasury and Government agencies
and instrumentalities. Because the Adviser will actively manage the Portfolio,
investments in U.S. Government and agency securities will reflect the Advis-
er's outlook for the direction of interest rates. Based on this outlook, the
average weighted maturity of the Portfolio is expected to fluctuate between 5
years and 15 years.

U.S. Government Securities in which the Portfolio will invest are U.S. Trea-
sury securities consisting of Treasury Bills, Treasury Notes and Treasury
Bonds. Some other government securities in which the Portfolio may invest are
securities of the Federal Housing Administration, the Government National
Mortgage Association, the Department of Housing and Urban Development, the Ex-
port-Import Bank, the Farmers Home Administration, the General Services Admin-
istration, the Maritime Administration and the Small Business Administration.

The balance of the Portfolio's assets may be invested in repurchase agree-
ments collateralized by such securities mentioned above, investment grade cor-
porate asset-backed securities and agency mortgage-backed securities. The
Portfolio will invest in corporate bonds rated no lower than Baa by Moody's
Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Corporation
("S&P") at the time of their purchase. Securities rated Baa by Moody's or BBB
by S&P may possess speculative characteristics and may be more sensitive to
changes in the economy and the financial condition of issuers than higher
rated bonds. It is the

8
<PAGE>

Adviser's intention that the Portfolio's investments will be limited to in-
vestment grade securities. However, the Adviser reserves the right to retain
securities which are downgraded by one or both of the rating agencies if, in
the Adviser's judgment, the retention of the securities is warranted. The SAI
for the Portfolios contains a description of corporate bond ratings. The Port-
folio will invest in asset-backed securities rated no lower than the top two
rating categories by Moody's and S&P at the time of their purchase. The Port-
folio may also invest up to 25% of its assets in short-term securities and
cash equivalents. (See "SHORT-TERM INVESTMENTS.")

DOMESTIC EQUITY PORTFOLIO. The Domestic Equity Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in equity securities of U.S. companies with medium to large mar-
ket capitalizations. These issuers will be listed on a national exchange or
traded over the counter. The stock selection process begins with an initial
screening of over 1,600 stocks by price/earnings ratios, earnings momentum and
earnings surprise to identify potentially undervalued securities. Through the
use of fundamental security analysis, company management interviews and as-
sessment of opinions of street analysts and consultants, a portfolio of stocks
is selected that demonstrates the best combination of value and earnings mo-
mentum. Broad diversification is achieved by maintaining exposure to most ma-
jor economic sectors and industries. The Adviser plans to maintain a fully in-
vested posture, holding limited cash reserves only when the market appears
vulnerable to decline.

The Portfolio intends to invest primarily in U.S. based companies. In addi-
tion, the Portfolio may purchase shares of foreign based companies in the form
of American Depositary Receipts (ADRs). Investments in ADRs, which are domes-
tic securities representing ownership rights in foreign companies, generally
will not exceed 10% of the Portfolio's assets. ADRs may be sponsored or
unsponsored. Sponsored ADRs are established jointly by a depositary and the
underlying issuer, whereas unsponsored ADRs may be established without partic-
ipation by the underlying issuer. Holders of an unsponsored ADR generally bear
all the costs associated with establishing the unsponsored ADR. The depositary
of an unsponsored ADR is under no obligation to distribute shareholder commu-
nications received from the underlying issuer or to pass through to the hold-
ers of the unsponsored ADR voting rights with respect to the deposited securi-
ties or pool of securities.

The Portfolio may also purchase U.S. Treasury and Government agency securi-
ties, short-term securities and cash equivalents. (See "SHORT-TERM INVEST-
MENTS.")

INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio intends
to achieve its objective by investing at least 65% of its total assets in the
equity securities of at least three countries other than the U.S. The invest-
ment process

9
<PAGE>

employed by the Adviser begins with an initial screening of over 4,000 stocks
which are generally traded on a national exchange and selected from the
investable non-U.S. markets. These securities are ranked by their price/earnings
ratios, price/cash flow ratios, price book value ratios and earnings momentum.
Stock selection is then based on identifying the most fundamentally attractive
securities as defined by the screening process.

The Portfolio will attempt to minimize risk through systematic country and
economic sector diversification. The Portfolio will be managed in a manner
which will maintain deliberate allocations to most major markets and industries
within the Morgan Stanley Capital International EAFE Index (the "Index").
However, stocks may be purchased which are not included in countries and
industries comprising the Index. Based on this strategy the Portfolio will
generally hold more than 50 stocks selected from at least 5 countries.

Investments in securities of foreign issuers involve somewhat different in-
vestment risks from those affecting securities of domestic issuers. There may
be limited publicly available information with respect to foreign issuers, and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those of domestic compa-
nies. There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than in the United States.
Many foreign securities markets have substantially less volume than United
States securities exchanges, and securities of some foreign issuers are less
liquid and more volatile than securities of comparable domestic issuers. Bro-
kerage commissions and other transaction costs on foreign securities exchanges
are generally higher than in the United States. Dividends and interest paid by
foreign issuers may be subject to withholding and other foreign taxes which
may decrease the net return on foreign investments as compared to dividends
and interest paid by domestic companies. Additional risks include future po-
litical and economic developments, the possibility that a foreign jurisdiction
might impose or change withholding taxes on income payable with respect to
foreign securities, the possible adoption of foreign governmental restrictions
such as exchange controls, and in the event of a default on a foreign debt ob-
ligation, it may be more difficult for the Portfolio to obtain or enforce a
judgement against the issuers of the obligation.

The Portfolio may invest a portion of its assets in securities of issuers in
developing countries. Investing in the foreign securities of developing coun-
tries

10
<PAGE>

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

With respect to any developing country, there is a possibility of national-
ization, or confiscatory taxation, repatriation of investment income, capital
and the proceeds of sales by foreign investors, political changes, governmen-
tal regulation, social instability or diplomatic developments (including war)
which could adversely affect the economies of such countries or the value of
the Portfolio's investment in those countries. In addition, it may be diffi-
cult to obtain and enforce a judgment in a court outside the United States.

The Portfolio may also invest in American Depositary Receipts, which are
discussed above, and may purchase short-term collective investment funds and
money market funds. The Portfolio's investment policy provides for it to be
fully invested in common stocks and stock equivalents. However, the Portfolio
may hold a portion of its assets in cash to meet day-to-day operating needs
and for other appropriate purposes. The Portfolio may also invest a portion of
its assets in short-term securities and cash equivalents. (See "SHORT-TERM IN-
VESTMENTS.")

The Portfolio may also enter into forward foreign currency exchange con-
tracts. Forward foreign currency exchange contracts provide for the purchase
or sale of an amount of a specified foreign currency at a future date. The
general purpose of these contracts is both to put currencies in place to set-
tle trades and to generally protect the United States dollar value of securi-
ties held by the Portfolio against exchange rate fluctuation. While such for-
ward contracts may limit losses to the Portfolio as a result of exchange rate
fluctuation, they will also limit any gains that may otherwise have been real-
ized. The Portfolio will enter into such contracts only to protect against the
effects of fluctuating rates of currency exchange and exchange control regula-
tions. (See "Investment Objectives And Policies--Forward Foreign Currency Ex-
change Contracts" in the SAI.)

11
<PAGE>

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 Standard & Poor's Corporation
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated, deter-
mined by the Adviser to be of comparable quality.

REPURCHASE AGREEMENTS

Each 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

12
<PAGE>

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 default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived 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 ba-
sis. By entering into joint repurchase agreements, a Portfolio may incur lower
transaction costs and earn higher rates of interest on joint repurchase agree-
ments. Each Portfolio's contribution would determine its return from a joint
repurchase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Directors. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.

WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES

Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. Such transactions will be limited to
20% of the Portfolios' assets. "When-issued" or "forward delivery" refers to
securities whose terms and indenture are available and for which a market ex-
ists, but which are not available for immediate delivery. When-issued and for-
ward de-

13
<PAGE>

livery transactions may be expected to occur a month or more before delivery
is due. Delayed settlement is a term used to describe settlement of securities
transactions in the secondary market, which will occur sometime in the future.
No payment or delivery is made by the Portfolio until it receives payment or
delivery from the other party to any of the above transactions. It is possible
that the market price of the securities at the time of delivery may be higher
or lower than the purchase price. Each Portfolio will maintains cash or liquid
securities at least equal to the value of purchase commitments until payment
is made. Such segregated securities will either mature or, if necessary, be
sold on or before the settlement date. A Portfolio receives no income from
"when-issued," "delayed settlement," or "forward-delivery" securities prior to
delivery of such securities although it may earn income on securities it has
deposited in a segregated account.

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

PORTFOLIO TURNOVER

Portfolio turnover for the U.S. Government Portfolio, the Domestic Equity
Portfolio and the International Equity Portfolio is not anticipated to exceed
95%, 75% and 50%, respectively. In addition to Portfolio trading costs, higher
rates of portfolio turnover may result in the realization of capital gains.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more information
on taxation). The Portfolios will not normally engage in short-term trading,
but each reserves the right to do so. The tables set forth in "Financial High-
lights" present the Portfolios' historical portfolio turnover rates.

INVESTMENT COMPANIES

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

14
<PAGE>

ing Portfolio's adviser will waive its investment advisory fee and any other
fees earned as a result of the Portfolio's investment in the DSI Money Market
Portfolio. The investing Portfolio will bear expenses of the DSI Money Market
Portfolio on the same basis as all of its other shareholders.

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

RESTRICTED SECURITIES

Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered fair value of such securities.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, each
Portfolio may invest in futures and options and interest rate futures con-
tracts. Because transaction costs associated with futures and options may be
lower than the costs of investing in the securities directly, it is expected
that use of index futures and options to facilitate cash flows may reduce the
Portfolio's overall transaction costs. Each Portfolio may enter into futures
contracts provided that not more than 5% of its total assets are at the time
of acquisition required as margin deposit to secure obligations under such
contracts. A Portfolio will engage in futures and options transactions for
hedging purposes only.

Futures and options can be volatile and involve various degrees and types of
risk. If a Portfolio judges market conditions incorrectly or employs a strat-
egy that does not correlate well with its investments, use of futures and op-
tions contracts could result in a loss. A Portfolio could also suffer losses
if it is unable to liquidate its position due to an illiquid secondary market.
In the opinion of the Directors of the Fund, the risk that a Portfolio will be
unable to close out a futures position or options contract will be minimized
only by entering into futures contracts or options transactions traded on na-
tional exchanges and for which there appears to be a liquid secondary market.

15
<PAGE>

INVESTMENT LIMITATIONS

Each Portfolio will not:

(a) with respect to 50% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the government of the U.S. or any agency or instrumentality
thereof);

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

(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;

(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) 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.

The Portfolios' investment objectives and investment limitations (a), (b),
(d), (e) and (f)(i) are fundamental and may be changed only with the approval
of the holders of a majority of the outstanding shares of each Portfolio. If a
percentage limitation on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in per-
centage resulting from changes in the value or total cost of a Portfolio's as-
sets will not be considered a violation of the restriction.

16
<PAGE>

PURCHASE OF SHARES

Shares of each 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 required minimum
initial investment for the International Equity Portfolio is $2,500. The re-
quired minimum initial investment for the U.S. Government and Domestic Equity
Portfolios is $100,000. For all the Portfolios, the minimum initial investment
for IRA accounts is $500. The minimum initial investment for spousal IRA ac-
counts is $250. Certain exceptions may be determined by the officers of the
Fund.

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

17
<PAGE>

INITIAL INVESTMENTS

BY MAIL

Complete and sign an Application, and mail it, together with a check 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

BY WIRE

. Telephone the UAM Funds Service Center and provide the account
name, address, telephone number, social security or taxpayer iden-
tification number, 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 Cus-
todian:

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. Federal Funds pur-
chases will be accepted only on a day on which both the NYSE and
the Custodian Bank are open for business.

18
<PAGE>

ADDITIONAL INVESTMENTS

Additional investments can be made at any time. The minimum additional in-
vestment is $1,000 for the U.S. Government and Domestic Equity Portfolios and
$100 for the International Equity Portfolio. Shares may be purchased at net
asset value by mailing a check to the UAM Funds Service Center (payable to
"UAM Funds) at the above address or by wiring monies to the Custodian Bank us-
ing the instructions outlined above. When making additional investments, be
sure that the account number, account name, and the Portfolio to be purchased
are specified on the check or wire. Prior to wiring additional investments,
notify the UAM Funds Service Center at the telephone 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 each 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.

IN-KIND PURCHASES

If accepted by the Fund, shares of each 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 detailed under "VALUATION OF SHARES" at the time of
the next determination of net asset value after such acceptance. Shares issued
in exchange for securities will be issued at net asset value determined as of
the same time. All dividends, interest, subscription, or other rights pertain-
ing to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer. Securities
acquired through an in-kind purchase will be acquired for investment and not
for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);

19
<PAGE>

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

REDEMPTION OF SHARES

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

. 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

20
<PAGE>

. 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:

. redemption of certificated shares by telephone.

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 instruction
if the Fund or 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.

The signature guarantee must appear either:

. on the written request for redemption;

21
<PAGE>

. on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or

. on all stock certificates tendered for redemption and, if shares
held by the Fund are also being redeemed, on the letter or stock
power.

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 re-
ceipt 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
as determined by the SEC.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Institutional Class Shares of each Portfolio may be exchanged for any other
Institutional 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 contacting the UAM Funds Service Center.

Any such exchange will be based on the net asset value of the shares in-
volved. 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 Pro-
spectus and consider the investment objectives of the Portfolio to be pur-
chased. 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.

22
<PAGE>

amount of exchanges permitted. For additional information regarding responsi-
bility for the authenticity of telephoned instructions, see "REDEMPTION OF
SHARES--BY TELEPHONE" above. An exchange into another UAM Funds Portfolio may
result in a capital gain or loss for income tax purposes. The Fund may modify
or terminate the exchange privilege at any time.

VALUATION OF SHARES

Equity securities listed on a U.S. securities exchange for which market quo-
tations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken
from the exchange where the security is primarily traded. Unlisted equity se-
curities and listed securities not traded on the valuation date for which mar-
ket quotations are readily available are valued not exceeding the current
asked prices nor less than the current bid prices. Quotations of foreign secu-
rities in a foreign currency are converted to U.S. dollar equivalents. The
converted value is based upon the bid price of the foreign currency against
U.S. dollars quoted by any major bank or by a broker.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed income securities may be valued on
the basis of prices provided by a pricing service when such prices are be-
lieved to reflect the fair market value of such securities. Securities pur-
chased with remaining maturities of 60 days or less are valued at amortized
cost using methods approved by the Fund's Board of Directors.

PERFORMANCE CALCULATIONS

The Portfolios measure 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

23
<PAGE>

according to a standard that is required for all funds. As this differs from
other accounting methods, the quoted yield may not equal the income actually
paid to shareholders.

The Portfolios' Annual Report to shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. For a free copy of the Annual Report, contact the
UAM Funds Service Center at the address or telephone number on the cover of
this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each 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 Portfolios will normally distribute them
annually.

FEDERAL TAXES

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

24
<PAGE>

Dividends paid by a 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 noti-
fied 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 deemed to have been paid by the Fund and received
by the shareholders on December 31 of such calendar year, provided that the
dividends are paid before February 1 of the following year.

The Fund is required by Federal law to withhold 31% of reportable payments
paid to shareholders who have not complied with IRS taxpayer identification
regulations. To avoid this withholding requirement, you must certify that your
Social Security or Taxpayer Identification Number 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.

INVESTMENT ADVISER

C.S. McKee & Co., Inc. was founded in 1931 and is located at One Gateway
Center, Pittsburgh, PA 15222. The Adviser is a wholly-owned subsidiary of
United Asset Management Corporation ("UAM") and provides investment management
services to pension and profit sharing plans, trusts and endowments, 401(k)
and thrift plans, corporations and other institutions and individuals. As of
the date of this Prospectus, the Adviser manages over $3.2 billion in assets
under management.

Under Investment Advisory Agreements dated as of January 24, 1994, C.S. Mc-
Kee & Co., Inc. manages the investment and reinvestment of the assets of the
Portfolios. The Adviser must adhere to the stated investment objectives and
policies of the Portfolios, and is subject to the control and supervision of
the Fund's Board of Directors.

JOSEPH F. BONOMO, JR. is responsible for the management of the McKee U.S.
Government Portfolio. Mr. Bonomo is Director of Fixed Income and Chief Econo-
mist with the Adviser and has 30 years of investment experience. He

25
<PAGE>

joined the Adviser as Senior Vice President and Director of Fixed Income in
1994 and was previously Senior Vice President of Paul Revere Insurance Compa-
ny. He is a graduate of Temple University from which he received his B.S. and
M.B.A., in Finance and Insurance, and a Ph.D. in Economics.

WALTER C. BEAN is responsible for the management of the McKee Domestic Eq-
uity Portfolio and the McKee International Equity Portfolio. Mr. Bean is Di-
rector of Equities with the Adviser and has 27 years of investment experience.
He joined the Adviser as Senior Vice President and Director of Equities in
1987 and became an Executive Vice President in 1995. He was previously Manag-
ing Director of First Chicago Investment Advisers. He is a graduate of Ohio
University (BA) and Penn State University (MBA) and is a Chartered Financial
Analyst.

As compensation for its services as an Adviser, the Portfolios pay the Ad-
viser annual fees, in monthly installments, calculated by applying the follow-
ing annual percentage rates to the Portfolios' average daily net assets for
the month:

<TABLE>
<S> <C>
U.S. Government Portfolio.............................................. 0.45%
Domestic Equity Portfolio.............................................. 0.65%
International Equity Portfolio......................................... 0.70%
</TABLE>

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 in effect, such services
arrangements are made generally available to all qualified service providers.

ADMINISTRATIVE SERVICES

26
<PAGE>

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 April 15, 1996. CGFSC is located at 73 Tremont Street,
Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
-----
<S> <C>
U.S. Government Portfolio.............................................. 0.04%
Domestic Equity Portfolio.............................................. 0.04%
International Equity Portfolio......................................... 0.06%
</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.

DISTRIBUTOR

27
<PAGE>

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, its SAIs and its reports to
shareholders.

PORTFOLIO TRANSACTIONS

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." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with a $.001 par value. The Directors have the power to designate one
or more series or classes of shares of common stock and to classify or reclas-
sify any unissued shares with respect to such Portfolios, without further ac-
tion by shareholders. The Board of Directors may create additional Portfolios
and Classes of shares of the Fund at its discretion.

28
<PAGE>

The shares of each Portfolio and Class are fully paid and nonassessable and
have no preference as to conversion, exchange, dividends, retirement or other
features and have no pre-emptive rights. The shares of each Portfolio and
Class have non-cumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of Directors can elect 100% of
the Directors. A shareholder is entitled to one vote for each full share held
(and a fractional vote for each fractional share held), then standing in his
name on the books of the Fund. As of December 6, 1996, Chase Manhattan Bank,
Trustee for Servistar Corp. Profit Plan Sharing Trust, New York, N.Y. held of
record 69.1% of the outstanding shares of the U.S. Government Portfolio and
65.1% of the outstanding shares of the Domestic Equity Portfolio for which
ownership is disclaimed or presumed disclaimed. The persons or organizations
owning 25% or more of the outstanding shares of a Portfolio may be presumed to
"control" (as that term is defined in the 1940 Act) such Portfolio. As a re-
sult, 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 share-
holders of such Portfolio.

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 Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION

The Fund is not involved in any litigation.

29
<PAGE>

30
<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
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee U.S. Government 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
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

31
<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
C.S. McKee & CO., INC.
One Gateway Center
Pittsburgh, PA 15222
(412) 566-1234

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

NWQ Balanced Portfolio &
NWQ Value Equity Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 3, 1997
<PAGE>

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

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

NWQ BALANCED PORTFOLIO
&
NWQ VALUE EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: NWQ INVESTMENT MANAGEMENT COMPANY

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

PROSPECTUS--JANUARY 3, 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 NWQ Portfolios currently offer two separate classes of shares: Institu-
tional Class Shares and Institutional Service Class Shares ("Service Class
Shares"). Shares of each class represent equal, pro rata interests in a Port-
folio 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 Prospec-
tus are Institutional Class Shares of two diversified, no-load Portfolios of
the Fund managed by NWQ Investment Management Company.

NWQ BALANCED PORTFOLIO. The objective of the NWQ Balanced Portfolio (the
"Balanced Portfolio") is to achieve consistent, above-average returns with
minimum risk to principal by investing primarily in a combination of invest-
ment grade fixed income securities and common stocks of companies with above-
average statistical value which are in fundamentally attractive industries and
which, in the Adviser's opinion, are undervalued at the time of purchase.

NWQ VALUE EQUITY PORTFOLIO. The objective of the NWQ Value Equity Portfolio
(the "Value Equity Portfolio") is to achieve consistent, superior total return
with minimum risk to principal by investing primarily in common stocks with
above-average statistical value which are in fundamentally attractive indus-
tries and which, in the Adviser's opinion, are undervalued at the time of pur-
chase.

There can be no assurance that either of the Portfolios will achieve their
stated objective.

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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 12
Redemption of Shares....................................................... 15
Shareholder Services....................................................... 17
Valuation of Shares........................................................ 18
Performance Calculations................................................... 19
Dividends, Capital Gains Distributions and Taxes........................... 19
Investment Adviser......................................................... 20
Administrative Services.................................................... 25
Distributor................................................................ 26
Portfolio Transactions..................................................... 26
General Information........................................................ 27
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees that shareholders of
the Portfolios' 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>
BALANCED VALUE EQUITY
PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES
------------- -------------
<S> <C> <C>
Sales Load Imposed on Purchases................. NONE NONE
Sales Load Imposed on Reinvested Dividends...... NONE NONE
Deferred Sales Load............................. NONE NONE
Redemption Fees................................. NONE NONE
Exchange Fees................................... NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
BALANCED VALUE EQUITY
PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES
------------- -------------
<S> <C> <C>
Investment Advisory Fees....................... 0.70 %+ 0.70 %+
Administrative Fees............................ 0.86 % 2.47 %
12b-1 Fees..................................... NONE NONE
Other Expenses................................. 0.61 % 1.99 %
Advisory Fees Waived and Expenses Assumed...... (1.17)% (4.16)%
----- -----
Total Operating Expenses (After Fee Waivers and
Expenses Assumed)............................ 1.00 %+* 1.00 %+*
===== =====
</TABLE>
- -----------
+ Until February 28, 1998, the Adviser has voluntarily agreed to waive all or
part of its advisory fee for each Portfolio and to assume operating expenses
otherwise payable by the Portfolios, if necessary, in order to keep the to-
tal annual operating expenses of the Portfolios Institutional Class Shares
from exceeding 1.00% of average daily net assets. Without waiving fees and
assuming expenses, the total annual operating expenses of the Balanced and
Value Equity Portfolios Institutional Class Shares for the fiscal year ended
October 31, 1996 would have been 2.15% and 5.16%, respectively, of average
daily net assets. The Fund will not reimburse the Adviser for advisory fees
waived or Portfolio expenses that the Adviser may bear on behalf of the
Portfolios for a given fiscal year.

1
<PAGE>

* The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, the annualized Total Operating Ex-
penses of the Balanced and Value Equity Portfolios Institutional Class
Shares would be 1.01% and 1.03%, respectively.

The above table shows various fees and expenses that an investor in the
Portfolio would bear directly or indirectly. The expenses and fees listed are
based on the Portfolios' operations during the fiscal year ended October 31,
1996, except that Administrative fees have been restated to reflect current
fees. (See "ADMINISTRATIVE FEES" herein and in the SAI.)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class
Shares................................... $10 $32 $55 $123
Value Equity Portfolio Institutional Class
Shares................................... $10 $32 $55 $123
</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
NWQ Investment Management Company (the "Adviser"), an investment counseling
firm established in 1982, serves as investment adviser to the Portfolios. The
Adviser presently manages over $6.3 billion in assets for institutions and
high net worth individuals. (See "INVESTMENT ADVISER.")

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

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will also distribute any
realized net capital gains annually. Distributions will be reinvested in each
Portfolio's shares unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

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

3
<PAGE>

RISK FACTORS

4
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each period presented of the Portfolios' Institutional
Class Shares and is part of the Portfolios' Financial Statements, which are
included in the Portfolios' 1996 Annual Report to Shareholders. The Financial
Statements are incorporated into the Fund's SAI. The Portfolios' Financial
Statements have been audited by Price Waterhouse LLP. Their unqualified opin-
ion on the Financial Statements is also incorporated into the SAI. Please read
the following information in conjunction with the Portfolios' 1996 Annual Re-
port to Shareholders.

<TABLE>
<CAPTION>
BALANCED VALUE
PORTFOLIO EQUITY PORTFOLIO
------------------------------------- --------------------------------------
AUGUST 2, YEAR YEAR SEPTEMBER 21, YEAR YEAR
1994** TO ENDED ENDED 1994** TO ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1994 1995 1996 1994 1995 1996
----------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $ 9.84 $ 11.24 $10.00 $ 9.98 $ 11.65
------ ------ ------- ------ ------ -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.06 0.32 0.31 0.01 0.12 0.14
Net Realized and
Unrealized Gain (Loss)
on Investments........ (0.19) 1.40 1.21 (0.03) 1.65 2.49
------ ------ ------- ------ ------ -------
Total from Investment
Operations........... (0.13) 1.72 1.52 (0.02) 1.77 2.63
------ ------ ------- ------ ------ -------
DISTRIBUTIONS
Net Investment Income.. (0.03) (0.32) (0.30) -- (0.10) (0.14)
Net Realized Gain...... -- -- (0.07) -- -- (0.01)
------ ------ ------- ------ ------ -------
Total Distributions... (0.03) (0.32) (0.37) -- (0.10) (0.15)
------ ------ ------- ------ ------ -------
NET ASSET VALUE, END OF
PERIOD................. $ 9.84 $11.24 $ 12.39 $ 9.98 $11.65 $ 14.13
====== ====== ======= ====== ====== =======
TOTAL RETURN+........... (1.30)% 17.80 % 13.68 % (0.20)% 17.84 % 22.69 %
====== ====== ======= ====== ====== =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of
Period (Thousands).... $1,584 $5,334 $ 8,624 $ 253 $2,464 $ 3,283
Ratio of Expenses to
Average Net Assets.... 1.00 %* 1.04 %# 1.01 % 1.00 %* 1.21 %# 1.03 %
Ratio of Net Investment
Income to Average Net
Assets+............... 3.59 %* 3.30 % 2.79 % 1.36 %* 1.39 % 1.11 %
Portfolio Turnover
Rate.................. 1 % 31 % 31 % 0 % 4 % 25 %
Average Commission
Rate##................ N/A N/A $0.0717 N/A N/A $0.0705
Voluntary Waived Fees
and Expenses Assumed
by the Adviser Per
Share................. $ 0.21 $ 0.26 $ 0.14 $ 1.06 $ 0.82 $ 0.52
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... N/A 1.00 % 1.00 % N/A 1.00 % 1.00 %
</TABLE>

5
<PAGE>

- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had the Adviser not waived and assumed
certain expenses during the periods.
# The amount shown for the year ended October 31, 1995 for a share outstand-
ing throughout the period does not accord with the aggregate net gains on
investments for that period because of the timing of sales and repurchase
of Portfolio shares in relation to fluctuating market value of the invest-
ments of the portfolio.
## For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

INVESTMENT OBJECTIVES

The objective of the BALANCED PORTFOLIO is to achieve consistent, above-av-
erage returns with minimum risk to principal by investing primarily in a com-
bination of investment grade fixed income securities and common stocks of com-
panies with above-average statistical value in fundamentally attractive indus-
tries and which, in the Adviser's opinion, are undervalued at the time of pur-
chase.

The objective of the VALUE EQUITY PORTFOLIO is to achieve consistent, supe-
rior total return with minimum risk to principal by investing primarily in
common stocks with above-average statistical value which are in fundamentally
attractive industries and which, in the Adviser's opinion, are undervalued at
the time of purchase.

INVESTMENT POLICIES

THE BALANCED PORTFOLIO is designed to provide shareholders with a single in-
vestment portfolio which combines the Adviser's equity strategy, fixed income
strategy and active asset allocation decisions. The Adviser's asset allocation
discipline recognizes the advantage of varying the asset mix among asset clas-
ses and is neither limited to the return, nor subject to the risks, of a sin-
gle asset class. The allocation process focuses on expected returns of each
asset class relative to the other asset classes, monetary conditions, and the
economic outlook. The Adviser actively adjusts the mix of common stocks, bonds
and cash equivalents in a disciplined manner designed to maximize the Portfo-
lio's return and limit the volatility of that return.

6
<PAGE>

in cash and cash equivalents. However, the percentage of the Portfolio's as-
sets committed to different securities may range as follows: 30% to 75% in
common stocks, 25% to 50% in fixed income securities, and 0% to 45% in cash
and cash equivalents. The Portfolio will invest at least 25% of its assets in
fixed income senior securities.

The Adviser's selection process of common stocks for the Portfolio is de-
signed to identify securities which are undervalued and are within fundamen-
tally attractive industries. The Portfolio will invest in individual common
stocks, either listed on a national exchange or traded over-the-counter, of
companies with medium to large market capitalizations. However, up to 10% of
the total assets of the Portfolio may be invested in common stocks of compa-
nies with market capitalizations of less than $500 million. Additionally, the
Portfolio may invest up to 20% of its total assets in American Depositary Re-
ceipts ("ADRs"), described in more detail below. Common stocks are selected
using approaches identical to those implemented for the Value Equity Portfolio
described below.

The Adviser uses an active fixed income strategy seeking to benefit during
periods of declining interest rates by increasing investment exposure and ex-
tending security maturities. During a rising rate environment, maturities are
shortened and exposure decreased to avoid capital loss. Value is added through
actively adjusting portfolio duration. Average duration may range from one to
ten years and maturities may range from one to thirty years.

The Portfolio will invest in fixed income securities of primarily investment
grade which include securities of or guaranteed by the U.S. Government and its
agencies or instrumentalities, corporate bonds, mortgage-backed securities,
variable rate debt securities, asset-backed securities and various short-term
instruments as described under "OTHER INVESTMENT POLICIES." Investment grade
securities are considered to be those rated either Aaa, Aa, A or Baa by
Moody's Investors Service, Inc. ("Moody's"), or AAA, AA, A or BBB by Standard
& Poor's Corporation ("S&P"). The Portfolio may purchase any other publicly or
privately placed unrated security which in the Adviser's opinion, is of equiv-
alent quality to securities rated investment grade. Securities rated Baa by
Moody's or BBB by S&P may possess speculative characteristics and may be more
sensitive to changes in the economy and the financial condition of issuers
than higher rated bonds. Mortgage-backed securities in which the Portfolio may
invest will either carry a guarantee from an agency of the U.S. Government or
a private issuer for the timely payment of principal. The Portfolio may also
invest up to 10% of its total assets in securities rated less than BBB by S&P
or Baa by Moody's. Securities rated below Baa by Moody's or BBB by S&P are
commonly referred to as "junk bonds."

7
<PAGE>

agencies if, in the Adviser's judgment, the retention of the securities is
warranted. The SAI for the Portfolios contains a description of corporate bond
ratings.

THE VALUE EQUITY PORTFOLIO seeks to achieve its objective by investing at
least 65% of its total assets in common stocks of companies with above-average
statistical value which are in fundamentally attractive industries and which
in the Adviser's opinion are undervalued at the time of purchase. The Portfo-
lio may also invest in other equity-related securities consisting of convert-
ible bonds, convertible preferred stocks, rights and warrants. The Adviser
will select from a universe of 1100 companies of medium to large capitaliza-
tion. Companies with market capitalization under $500 million will be limited
to 10% of the Portfolio's total assets. Statistical measures are applied to
screen for the companies with the best value characteristics such as below av-
erage price-to-earnings and price-to-book ratios, above-average dividend yield
and strong financial stability. The process is differentiated from other val-
ue-oriented investment managers in the following ways: the use of normalized
earnings to value cyclical companies, a focus on quality of earnings, invest-
ment in relative value, and concentration in industries/sectors having strong
long-term fundamentals.

As part of the multi-disciplined approach to capturing value, the Adviser
strives to identify market sectors early in their cycle of fundamental im-
provement, investor recognition and market exploitation. Industry fundamentals
used in the decision making process are business trend analysis to analyze in-
dustry and company fundamentals for the impact of changing worldwide product
demand/supply, direction of inflation and interest rates, and
expansion/contraction of business cycles. Following this phase, approximately
200 companies that have above-average statistical value and are in a sector
identified as having positive fundamentals on a secular basis will be actively
followed by the Adviser. Company visits and interviews with management provide
the fundamental research to verify the value in these potential investments.
The Adviser utilizes in-house research capabilities in addition to Wall Street
and numerous independent firms for economic, industry and securities research.
The Portfolio will be concentrated in those industries with positive fundamen-
tals and likewise will minimize risk by avoiding industries with deteriorating
secular fundamentals.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased, if they pass the selection
process outlined above. The Portfolio may invest up to 20% of its assets in
shares of foreign based companies through sponsored ADRs which are U.S. domes-
tic securities representing ownership rights in foreign companies. (See "For-
eign Securities" in the SAI for a description of the risks involved.)

8
<PAGE>

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 Portfolios may invest a por-
tion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers' acceptances, time deposits, U.S. Government
obligations, U.S. Government agency securities, short-term corporate debt se-
curities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corpora-
tion or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated,
determined by the Adviser to be of comparable quality.

REPURCHASE AGREEMENTS

9
<PAGE>

interest. Under a repurchase agreement, the seller is also required to main-
tain 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 ad-
ditional securities to ensure that the value is in compliance with the previ-
ous sentence. The use of repurchase agreements involves certain risks. For ex-
ample, a default by the seller of the agreement may cause a Portfolio to expe-
rience a loss or delay in the liquidation of the collateral securing the re-
purchase agreement. The Portfolio might also incur disposition costs in liqui-
dating the collateral. While the Fund's management acknowledges these risks,
it is expected that they can be controlled through stringent security selec-
tion criteria and careful monitoring procedures. The Fund has received permis-
sion from the SEC to pool daily uninvested cash balances of the Fund's Portfo-
lios 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. Each
Portfolio's contribution would determine its return from a joint repurchase
agreement. (See "SHORT TERM INVESTMENTS.")

10
<PAGE>

it receives payment or delivery from the other party to any of the above
transactions. 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. Such segregated securities will either mature or, if necessary, be
sold on or before the settlement date. Typically, no income accrues on securi-
ties purchased on a delayed delivery basis prior to the time delivery is made,
although a Portfolio may earn income on securities it has deposited in a seg-
regated account.

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

PORTFOLIO TURNOVER
Portfolio turnover for each Portfolio will approximate 50%. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation). The Portfolios will not normally en-
gage in short-term trading, but each reserves the right to do so. The tables
set forth in "Financial Highlights" present the Portfolios' historical portfo-
lio turnover rates.

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

11
<PAGE>

INVESTMENT LIMITATIONS

Each 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 a single issuer
(other than obligations issued by or guaranteed as to principal and
interest by the U.S. government or any agency or instrumentality
thereof);

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

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

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost,
and (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 10% of its total assets at fair market value.

The Portfolios' investment objectives and investment limitations (a), (b),
(d), (e) and (f)(i), set forth above, are fundamental and may be changed only
with the approval of the holders of a majority of the outstanding shares of
each Portfolio. If a percentage limitation on investment or utilization of as-
sets as set forth above is adhered to at the time an investment is made, a
later change in percentage resulting from changes in the value or total cost
of a Portfolio's assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of the Portfolios 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

12
<PAGE>

Custodian. (See "VALUATION OF SHARES.") The required minimum initial invest-
ment for each Portfolio is $2,500. Certain exceptions may be made by the offi-
cers of the Fund.

Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on the purchase
or redemption of Portfolio shares 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 any additional or differ-
ent purchase and 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 transac-
tion fees and/or service fees paid by the Fund from the Fund assets attribut-
able to the Service Agent, and which would not be imposed if shares of the
Portfolio were purchased directly from the Fund or the Distributor. Service
Agents may provide shareholder services to their customers that are not avail-
able to a shareholder dealing directly with the Fund. A salesperson and any
other person entitled to receive compensation for selling or servicing Portfo-
lio shares may receive different compensation with respect to one particular
class of shares over another in the Fund.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check pay-
able 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 the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter

13
<PAGE>

receipt. Payment need not be converted into Federal Funds (monies credited to
the Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will ac-
cept it for investment.

BY WIRE

. instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
----------
Your Account Number
----------
Your Account Name
----------
Wire Control Number
----------

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 to the UAM Funds Service Center (payable to "UAM Funds") or by wiring
monies to the Custodian Bank using the instructions outlined above. When mak-
ing additional investments, be sure that your account number, account name,
and the name of the Portfolio to be purchased are specified on the check or
wire. Prior to wiring additional investments, notify the Fund by calling the
number on the cover of this prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

14
<PAGE>

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 a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued 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.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);

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

REDEMPTION OF SHARES

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

15
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

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 instruction
if the Fund or 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.

16
<PAGE>

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.

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 re-
ceipt 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 as
determined by the SEC.

If the Fund's 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 the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by a Portfolio in
lieu of cash in conformity with applicable rules of the SEC. Investors may in-
cur brokerage charges on the sale of portfolio securities so received in pay-
ment of redemptions.

SHAREHOLDER SERVICES

17
<PAGE>

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

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

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. 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.

18
<PAGE>

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

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

Each 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.

The Annual Report is available without charge. To receive an Annual Report,
contact the UAM Funds Service Center at the address or phone number on the
cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

19
<PAGE>

INVESTMENT ADVISER

NWQ Investment Management Company was founded in 1982 and is located at 655
South Hope Street, 11th Floor, Los Angeles, California 90017. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation ("UAM") and
provides investment management services to institutional and high net worth
individuals. As of the date of this Prospectus, the Adviser had over $6.3 bil-
lion in assets under management.

20
<PAGE>

Under Investment Advisory Agreements dated as of January 24, 1994, the Ad-
viser manages the investment and reinvestment of the assets of the Portfolios.
The Adviser must adhere to the stated investment objectives and policies of
the Portfolios, and is subject to the control and supervision of the Fund's
Board of Directors.

An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments. The following investment professionals are
the members of this committee who collectively make the Portfolios' investment
decisions:

DAVID A. POLAK, CFA, is the founder and has been President and Chief Invest-
ment Officer/Portfolio Manager of NWQ Investment Management Company from 1982
to the present. From 1979 to 1982, Mr. Polak was Chief Investment
Strategist/Portfolio Manager of Argus Investment Management Inc. and, from
1968 to 1979, he was a Portfolio Manager at Beneficial Standard Investment
Management. Mr. Polak is a graduate of Massachusetts Institute of Technology
(BS), Rensselaer Polytechnical Institute (MS) and the University of California
at Los Angeles (MBA).

EDWARD C. FRIEDEL, CFA, has been a Managing Director and Investment
Strategist/Portfolio Manager of NWQ Investment Management Company from 1983 to
the present. From 1971 to 1983, Mr. Friedel was a Portfolio Manager at Benefi-
cial Standard Investment Management. Mr. Friedel is a graduate of the Univer-
sity of California at Berkeley (BS) and Stanford University (MBA).

JAMES H. GALBREATH, CFA, has been a Managing Director and Investment
Strategist/Portfolio Manager at NWQ Investment Management Company from 1987 to
the present. From 1983 to 1987, Mr. Galbreath was President of Galbreath Fi-
nancial and, from 1974 to 1983, he was a Partner and Portfolio Manager at Ste-
phenson & Company. Mr. Galbreath is a graduate of the University of Denver (BS
and BA).

PHYLLIS G. THOMAS, CFA, has been a Managing Director and Investment
Strategist/Portfolio Manager at NWQ Investment Management Company from 1990 to
the present. From 1987 to 1990, Ms. Thomas was a Portfolio Manager with The
Boston Company Institutional Investors, Inc. and, from 1980 to 1987, she was a
Portfolio Manager with Beneficial Standard Investment Management. Ms. Thomas
is a graduate of Northern Illinois University (BS) and the University of Cali-
fornia at Los Angeles (MBA).

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

<TABLE>
<S> <C>
Balanced Portfolio.................................................... 0.70%
Value Equity Portfolio................................................ 0.70%
</TABLE>

21
<PAGE>

The Adviser may waive its advisory fees or assume operating expenses other-
wise payable by a Portfolio in order to reduce the Portfolio's expense ratio.
Until February 28, 1998, the Adviser has agreed to keep the total annual oper-
ating expenses of the Portfolios' Institutional Class Shares from exceeding
1.00% of average daily net assets. The Fund will not reimburse the Adviser for
any advisory fees which are waived or Portfolio expenses which the Adviser may
bear on behalf of the Portfolios for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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 the paying
entity's revenues, its profits or any other source available to it. When such
service arrangements are in effect, they are made generally available to all
qualified service providers.

ADVISER'S HISTORICAL PERFORMANCE

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Balanced Portfolio. The performance data
for the managed accounts is net of all fees and expenses. The investment re-
turns of the Balanced Portfolio may differ from those of the separately man-
aged accounts because such separately managed accounts may have fees and ex-
penses that differ from those of the Balanced Portfolio. Further, the sepa-
rately managed accounts are not subject to investment limitations, diversifi-
cation requirements and other restrictions imposed by the 1940 Act and Inter-
nal Revenue Code; such conditions, if applicable, may have lowered the returns
for separately managed accounts. The results presented are not intended to
predict or suggest the return to be experienced by the Portfolio or the return
an investor might achieve by investing in the Balanced Portfolio.

22
<PAGE>

NWQ INVESTMENT MANAGEMENT COMPANY--BALANCED STRATEGY
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
NWQ
INVESTMENT
MANAGEMENT 60/30/10
YEARS THROUGH: COMPANY INDEX
- -------------- ---------- --------
<S> <C> <C>
1982...................................................... 33.61% 23.62%
1983...................................................... 16.65% 16.72%
1984...................................................... 7.29% 9.43%
1985...................................................... 24.50% 26.14%
1986...................................................... 25.17% 16.78%
1987...................................................... 5.57% 5.80%
1988...................................................... 11.76% 12.91%
1989...................................................... 22.05% 24.01%
1990...................................................... 0.89% 1.56%
1991...................................................... 23.07% 23.68%
1992...................................................... 3.74% 7.26%
1993...................................................... 16.75% 9.70%
1994...................................................... (3.25)% 0.21%
1995...................................................... 27.77% 28.46%
Year to Date through 9/30/96.............................. 8.66% 8.36%
Annualized................................................ 14.72% 14.22%
Cumulative................................................ 658.00% 610.36%
Fourteen-Year Mean (1/1/82-12/31/95)...................... 15.40% 14.73%
Value of $1 invested during fourteen years
(1/1/82-9/30/96)........................................ $7.58 $7.10
</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 composite account on
January 1, 1982 had grown to $7.58 by September 30, 1996.
3. The FOURTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.
4. The 60/30/10 INDEX is a weighted index comprised of 60% S&P 500 Index, 30%
Lehman Brothers Government Corporate Index, 10% 3 Month Treasury Bills and
is an unmanaged index which assumes reinvestment of dividends and is gener-
ally 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 (1/1/82-
9/30/96) was .79% or 79 basis points. During the period, fees on the Advis-
er's individual accounts ranged from .27% to 1.00% (27 basis points to 100
basis points). Net returns to investors vary depending on the management
fee.

23
<PAGE>

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Value Equity Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Value Equity Portfolio 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 Value Equity Portfolio. Further, the
separately managed accounts are not subject to investment limitations, diver-
sification requirements and other restrictions imposed by the 1940 Act and In-
ternal Revenue Code; such conditions, if applicable, may have lowered the re-
turns for separately managed accounts. The results presented are not intended
to predict or suggest the return to be experienced by the Portfolio or the re-
turn an investor might achieve by investing in the Value Equity Portfolio.

NWQ INVESTMENT MANAGEMENT COMPANY--VALUE EQUITY STRATEGY
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
NWQ
INVESTMENT S&P
MANAGEMENT 500
YEARS THROUGH: COMPANY INDEX
- -------------- ---------- ------
<S> <C> <C>
1982...................................................... 45.24% 21.54%
1983...................................................... 22.06% 22.55%
1984...................................................... 7.05% 6.27%
1985...................................................... 29.70% 31.73%
1986...................................................... 26.59% 18.66%
1987...................................................... (0.24)% 5.25%
1988...................................................... 19.51% 16.61%
1989...................................................... 33.33% 31.69%
1990...................................................... (2.21)% (3.10)%
1991...................................................... 29.54% 30.47%
1992...................................................... 1.31% 7.62%
1993...................................................... 17.50% 10.08%
1994...................................................... (.79)% 1.32%
1995...................................................... 30.91% 37.58%
Year to Date through 9/30/96.............................. 13.16% 13.50%
Annualized................................................ 17.64% 16.47%
Cumulative................................................ 997.70% 847.60%
Fourteen-Year Mean (1/1/82-12/31/95)...................... 18.54% 17.02%
Value of $1 invested during fourteen years
(1/1/82-9/30/96)........................................ $10.98 $9.48
</TABLE>

24
<PAGE>

istration Institute, and the Investment Counsel Association of America. Mar-
ket value of the account was the sum of the account's total assets, including
cash, cash equivalents, short term investments, and securities valued at cur-
rent market prices.
2. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $10.98 by September 30, 1996.
3. The FOURTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.
4. The S&P 500 INDEX is an unmanaged index which assumes reinvestment of divi-
dends and is generally considered representative of securities similar to
those invested in by the Adviser for the purpose of the composite perfor-
mance numbers set forth above.
5. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/96) was 1.00% or 100 basis points. During the period, fees on the Ad-
viser's individual accounts were 100 basis points on all accounts. Net re-
turns 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 Mu-
tual Funds Service Agreement dated April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio.................................................... 0.06%
Value Equity Portfolio................................................ 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

25
<PAGE>

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent of the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Portfo-
lios' 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 not parties to the Agreement or interested persons of any
such party. The Agreement provides that the Fund will bear costs of registra-
tion 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 authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios. These Agreements direct the Adviser to use its best efforts to ob-
tain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of the research, statistical and
pricing services they provide to the Portfolios in addition to required Ad-
viser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties 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.

26
<PAGE>

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." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with a $.001 par value. The Directors have the power to designate one
or more series ("Portfolios") or classes of shares of common stock and to
classify or reclassify any unissued shares with respect to such Portfolios,
without further action by shareholders. At its discretion, the Board of Direc-
tors may create additional Portfolios and Classes of shares of the Fund.

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. As of December 6,
1996, Nabank & Co., Tulsa, OK held of record 56% of the outstanding shares of
the NWQ Balanced Portfolio Institutional Class Shares for which ownership is
disclaimed or presumed disclaimed; Hartnat & Co., Boston, MA held of record
25.7% of the outstanding shares of the NWQ Balanced Portfolio Institutional
Service Class Shares for which ownership is disclaimed or presumed disclaimed;
and Charles Schwab & Co., Inc., San Francisco, CA held of record 51.2% of the
outstanding shares of the NWQ Value Equity Portfolio Institutional Class
Shares for which ownership is disclaimed or presumed disclaimed. The persons
or organizations owning 25% or more of the outstanding shares of a Portfolio
may be presumed to "control" (as that term is defined in the 1940 Act) such
Portfolio. As a result, those persons or organizations could have the ability
to vote a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio. Both Institutional Class and In-
stitutional Service Class Shares represent an interest in the same assets of a
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 distri-
bution expenditures. Information about the Service Class Shares of the Portfo-
lios is available upon request by contacting the UAM Funds Service Center. An-
nual 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 meet-
ing of shareholders if such a meeting is requested in writing by the holders
of not less than 10% of the outstanding shares of the Fund. The Fund will as-
sist shareholder communications in such matters.

27
<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 Center
at the address or phone number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

28
<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 U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

29
<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
NWQ Investment Management Company
655 South Hope Street, 11th Floor
Los Angeles, California 90017
(213) 624-6700

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

NWQ Balanced Portfolio &
NWQ Value Equity Portfolio

Institutional Service
Class Shares

P R O S P E C T U S

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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

NWQ BALANCED PORTFOLIO
&
NWQ VALUE EQUITY PORTFOLIO

INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: NWQ INVESTMENT MANAGEMENT COMPANY

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

PROSPECTUS -- JANUARY 3, 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 Portfolios offered by this Prospectus presently offer two separate classes
of shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). Shares of each class represent equal, pro rata in-
terests in their respective Portfolios and accrue dividends in the same man-
ner, except that Service Class Shares bear fees payable by that class (at a
rate of .40% per annum) to financial institutions for services they provide to
shareholders of such shares. The securities offered hereby are shares of the
Service Class Shares of two diversified Portfolios of the Fund managed by NWQ
Investment Management Company.

There can be no assurance that either of the Portfolios will achieve their
stated objective.

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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 11
Purchase of Shares......................................................... 12
Redemption of Shares....................................................... 15
Service and Distribution Plans............................................. 17
Valuation of Shares........................................................ 20
Performance Calculations................................................... 21
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Adviser's Historical Performance........................................... 24
Administrative Services.................................................... 27
Distributor................................................................ 28
Portfolio Transactions..................................................... 28
General Information........................................................ 29
UAM Funds--Service Class Shares............................................ 31
</TABLE>
<PAGE>

NWQ INSTITUTIONAL SERVICE CLASS

FUND EXPENSES

The following table illustrates the expenses and fees that shareholders of
the Portfolios' Service 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>
BALANCED VALUE EQUITY
PORTFOLIO SERVICE PORTFOLIO SERVICE
CLASS SHARES CLASS SHARES
----------------- -----------------
<S> <C> <C>
Sales Load Imposed on Purchases........... NONE NONE
Sales Load Imposed on Reinvested Divi-
dends................................... NONE NONE
Deferred Sales Load....................... NONE NONE
Redemption Fees........................... NONE NONE
Exchange Fees............................. NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
BALANCED VALUE EQUITY
PORTFOLIO SERVICE PORTFOLIO SERVICE
CLASS SHARES CLASS SHARES
----------------- -----------------
<S> <C> <C>
Investment Advisory Fees.................. 0.70 %+ 0.70 %+
Administrative Fees....................... 0.84 % 3.14 %
12b-1 Fees (Including Shareholder
Servicing Fees)**....................... 0.40 % 0.40 %
Other Expenses............................ 0.61 % 1.99 %
Advisory Fees Waived and Expenses
Assumed................................. (1.15)% (4.83)%
----- -----
Total Operating Expenses (After Fee
Waivers and Expenses Assumed)........... 1.40 %+* 1.40 %+*
</TABLE>
- -----------
+ Until February 28, 1998, the Adviser has voluntarily agreed to waive all or
part of its advisory fee for each Portfolio and to assume operating ex-
penses otherwise payable by the Portfolios, if necessary, in order to keep
the total annual operating expenses for the Balanced and Value Equity Port-
folios Service Class Shares from exceeding 1.40% of average daily net as-
sets. It is estimated that without waiving fees and assuming expenses, the
total annual operating expenses for the Balanced and the Value Equity Port-
folios Service Class Shares for the fiscal year ended October 31, 1996
would have been 2.55% and 6.25%, respectively, of average daily net assets.
The Fund will not reimburse the Adviser for advisory fees waived or ex-
penses that the Adviser may bear on behalf of the Portfolios for a given
fiscal year.

1
<PAGE>

* The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, the annualized Total Operating Ex-
penses of the Balanced Portfolio's Service Class Shares would be 1.41%.
Value Equity Portfolio Service Class is not yet operational.
** The Service Class Shares may bear service fees of 0.25% and distribution
fees and expenses of up to 0.15%. Long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. (See "SERVICE
AND DISTRIBUTION PLANS.")

The table above shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees illustrated above are based on the
operations of the Balanced and Value Equity Portfolios Institutional Class
Shares during the fiscal year ended October 31, 1996 except that such informa-
tion has been restated to reflect 12b-1 fees and current administrative fees.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Service Class Shares.... $14 $45 $77 $168
Value Equity Portfolio Service Class
Shares................................... $14 $45 * *
</TABLE>
- -----------
* As the Value Equity Portfolio Service Class is not yet operational, the Fund
has not projected expenses beyond the three year period shown.

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
NWQ Investment Management Company (the "Adviser"), an investment counseling
firm established in 1982, serves as investment adviser to the NWQ Portfolios.
The Adviser presently manages $6.3 billion in assets for institutions and high
net worth individuals. (See "INVESTMENT ADVISER.")

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

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

3
<PAGE>

RISK FACTORS

4
<PAGE>

FINANCIAL HIGHLIGHTS
SERVICE CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each period presented of the Portfolios' Service Class
Shares and is part of the Portfolios' Financial Statements, which are included
in the Portfolios' 1996 Annual Report to Shareholders. The Financial State-
ments are incorporated into the Fund's SAI. The Portfolios' Financial State-
ments have been audited by Price Waterhouse LLP. Their unqualified opinion on
the Financial Statements is also incorporated into the SAI. Please read the
following information in conjunction with the Portfolios' 1996 Annual Report
to Shareholders. The Value Equity Portfolio Service Class is not yet opera-
tional.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO
INSTITUTIONAL SERVICE
CLASS SHARES
---------------------
JANUARY 22, 1996**
TO
OCTOBER 31, 1996
---------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................... $ 11.57
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................. 0.21
Net Realized and Unrealized Gain (Loss) on
Investments.......................................... 0.78
-------
Total from Investment Operations..................... 0.99
-------
DISTRIBUTIONS
Net Investment Income.................................. (0.19)
Net Realized Gain...................................... --
-------
Total Distributions.................................. (0.19)
-------
NET ASSET VALUE, END OF PERIOD........................... $ 12.37
=======
TOTAL RETURN+............................................ 8.60%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands).................. $19,999
Ratio of Expenses to Average Net Assets................ 1.41%*
Ratio of Net Investment Income to Average Net Assets... 2.39%*
Portfolio Turnover Rate................................ 31%
Average Commission Rate#............................... $0.0717
Voluntary Waived Fees and Expenses Assumed by the
Advisor Per Share.................................... $0.09
Ratio of Expenses to Average Net Assets Including
Expense Offsets...................................... 1.40%*
</TABLE>
- -----------
* Annualized.
** Initial offering of Institutional Service Class shares.
+ Total return would have been lower had the Adviser not waived and assumed
certain expenses during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose their average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVES

INVESTMENT POLICIES

The Portfolio intends to achieve its objective by investing in a diversified
portfolio of common stocks and investment grade fixed income securities. The
proportion of the Portfolio's assets invested in fixed income or common stocks
will vary as market conditions warrant. A typical asset mix for the Portfolio,
however, is expected to be 60% in common stocks, 30% in fixed income securi-
ties and 10% in cash and cash equivalents. However, the percentage of the
Portfolio's assets committed to different securities may range as follows: 30%
to 75% in common stocks, 25% to 50% in fixed income securities, and 0% to 45%
in cash and cash equivalents. The Portfolio will invest at least 25% of its
assets in fixed income senior securities.

6
<PAGE>

of its total assets in American Depositary Receipts ("ADRs"), described in
more detail below. Common stocks are selected using approaches identical to
those implemented for the Value Equity Portfolio described below.

It is the Adviser's intention that the Portfolio's fixed income investments
will be limited to the ratings categories described above. However, the Ad-
viser reserves the right to retain securities which are downgraded by one or
both of the rating agencies if, in the Adviser's judgment, the retention of
the securities is warranted. The SAI for the Portfolios contains a description
of corporate bond ratings.

7
<PAGE>

above-average dividend yield and strong financial stability. The process is
differentiated from other value-oriented investment managers in the following
ways: the use of normalized earnings to value cyclical companies, a focus on
quality of earnings, investment in relative value, and concentration in
industries/sectors having strong long-term fundamentals.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, shares of foreign based
companies may be purchased if they pass the selection process outlined above.
The Portfolio may invest up to 20% of its assets in shares of foreign based
companies through sponsored ADRs which are U.S. domestic securities represent-
ing ownership rights in foreign companies. (See "Foreign Securities" in the
SAI for a description of the risks involved.)

OTHER INVESTMENT POLICIES

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

8
<PAGE>

dar days will not exceed 15% of the total assets of a Portfolio. Each 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 each Port-
folio.

9
<PAGE>

earn higher rates of interest on joint repurchase agreements. Each Portfolio's
contribution would determine its return from a joint repurchase agreement.
(See "SHORT TERM INVESTMENTS.")

WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. Such transactions will be limited to
no more than 10% of the equity portion of each Portfolio's assets. "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 ex-
pected to occur a month or more before delivery is due. Delayed settlement is
a term used to describe settlement of a securities transaction in the second-
ary market which will occur sometime in the future. No payment or delivery is
made by the Portfolio until it receives payment or delivery from the other
party to any of the above transactions. 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. Such segregated securities will either ma-
ture or, if necessary, be sold on or before the settlement date. Typically, no
income accrues on securities purchased on a delayed delivery basis prior to
the time delivery is made, although a Portfolio may earn income on securities
it has deposited in a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

10
<PAGE>

PORTFOLIO TURNOVER
Portfolio turnover for each Portfolio will approximate 50%. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation.) The Portfolios will not normally en-
gage in short-term trading, but each reserves the right to do so. The tables
set forth in "Financial Highlights" present the Portfolios' historical portfo-
lio turnover rates.

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

INVESTMENT LIMITATIONS

Each Portfolio will not:

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

11
<PAGE>

(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;

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost,
and (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 10% of its total assets at fair market value.

PURCHASE OF SHARES

12
<PAGE>

penses and distribution plan expenses, and have exclusive voting rights with
respect to the Rule 12b-1 Distribution Plan pursuant to which the distribution
fee may be paid. The 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, and may in-
clude transaction fees and/or service fees paid by the Fund from the Fund as-
sets attributable to the Service Agent. It is possible that these fees would
not be imposed if shares of the Portfolio were purchased directly from the
Fund or the Distributor. Service Agents may provide shareholder services to
their customers that are not available to a shareholder dealing directly with
the Fund. Each Service Agent is responsible for transmitting to its customers
a schedule of any such fees and information regarding any additional or dif-
ferent purchase and redemption conditions. Shareholders who are customers of
Service Agents should consult their Service Agent for information regarding
fees and conditions. A salesperson and any other person entitled to receive
compensation for selling or servicing Portfolio shares may receive different
compensation with respect to one particular class of shares over another in
the Fund.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check pay-
able 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

13
<PAGE>

. instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #0210-00021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
-----------
Your Account Number
-----------
Your Account Name
-----------
Wire Control Number
-----------

14
<PAGE>

tion 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 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 a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued 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.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);

REDEMPTION OF SHARES

15
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

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 instruction
if the Fund or 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.

16
<PAGE>

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.

SERVICE AND DISTRIBUTION PLANS

17
<PAGE>

Service Class Shares owned by clients of the Service Agent during the period
payments for Servicing are being made to it. Such payments are borne exclu-
sively 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 shares as the
SEC construes such term under Rule 12b-1. The fees payable for Servicing re-
flect actual expenses incurred up to the limit described herein.

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 are 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 service agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of the bank will remain Fund shareholders.

18
<PAGE>

.50% per annum of a Portfolio's net assets. Under the Plans, as implemented
for the Portfolios' Service Class Shares, Distribution Plan expenses may be no
more than 0.15% and Service Plan expenses may be no more than 0.25%, although
the maximum limit may be paid following appropriate Board approval. The Dis-
tribution Plan will permit payments to the Distributor, broker-dealers, other
financial institutions, sales representatives or other third parties who ren-
der promotional and distribution services, for items such as advertising ex-
penses, selling expenses, commissions or travel reasonably intended to result
in sales of Service Class Shares and for the printing of prospectuses sent to
prospective purchasers of Service Class Shares of the Portfolios.

Although the Plans may be amended by the Board of Directors, any changes 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 under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Directors quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolios are also limited
under certain rules of the National Association of Securities Dealers, Inc.

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

EXCHANGE PRIVILEGE
Service Class Shares of each Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio. (For Portfolios currently offering
Serv-

19
<PAGE>

ice Class Shares, please call the UAM Funds Service Center.) Exchange requests
should be made by contacting the UAM Funds Service Center.

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

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

20
<PAGE>

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.

PERFORMANCE CALCULATIONS

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

The Portfolios' Annual Report to shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the UAM Funds Service Center at the address
or phone number on the cover of this Prospectus.

21
<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 such
gains annually. All dividends and capital gains distributions will be automat-
ically reinvested in additional shares of the Portfolio unless the Fund is no-
tified in writing that the shareholder elects to receive distributions in
cash.

22
<PAGE>

INVESTMENT ADVISER

DAVID A. POLAK, CFA, is the founder and has been President and Chief
Investment Officer/Portfolio Manager of NWQ Investment Management Company from
1982 to the present. From 1979 to 1982, Mr. Polak was Chief Investment
Strategist/Portfolio Manager of Argus Investment Management Inc. and, from
1968 to 1979, he was a Portfolio Manager at Beneficial Standard Investment
Management. Mr. Polak is a graduate of Massachusetts Institute of Technology
(BS), Rensselaer Polytechnical Institute (MS) and the University of California
at Los Angeles (MBA).

EDWARD C. FRIEDEL, CFA, has been a Managing Director and Investment
Strategist/Portfolio Manager of NWQ Investment Management Company from 1983 to
the present. From 1971 to 1983, Mr. Friedel was a Portfolio Manager at
Beneficial Standard Investment Management. Mr. Friedel is a graduate of the
University of California at Berkeley (BS) and Stanford University (MBA).

23
<PAGE>

1987, she was a Portfolio Manager with Beneficial Standard Investment Manage-
ment. Ms. Thomas is a graduate of Northern Illinois University (BS) and the
University of California at Los Angeles (MBA).

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

<TABLE>
<S> <C>
Balanced Portfolio.................................................... 0.70%
Value Equity Portfolio................................................ 0.70%
</TABLE>

The Adviser may waive advisory fees or assume operating expenses otherwise
payable by a Portfolio in order to reduce the Portfolio's expense ratio. Until
February 28, 1998, the Adviser has agreed to keep the total annual operating
expenses of the Portfolios' Service Class Shares from exceeding 1.40% of aver-
age daily net assets. The Fund will not reimburse the Adviser for any advisory
fees which are waived or Portfolio expenses which the Adviser may bear on be-
half of the Portfolios for a given fiscal year.

ADVISER'S HISTORICAL PERFORMANCE

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Balanced Portfolio. The performance data
is net of all fees and expenses. The investment returns of the Balanced 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 Balanced Portfolio. Further, the separately managed accounts are not
subject to investment limitations, diversification requirements and other re-
strictions imposed by the 1940 Act and Internal Revenue Code; such conditions,
if applicable, may have lowered the returns for separately managed accounts.
The results presented are not intended to predict or suggest the return to be
experienced by the Portfolio or the return an investor might achieve by in-
vesting in the Balanced Portfolio.

24
<PAGE>

NWQ INVESTMENT MANAGEMENT COMPANY -- BALANCED STRATEGY
(Percentage returns Net of Management Fees)

<TABLE>
<CAPTION>
NWQ INVESTMENT 60/30/10
YEARS THROUGH: MANAGEMENT COMPANY INDEX
- -------------- ------------------ --------
<S> <C> <C>
1982.............................................. 33.61 % 23.62%
1983.............................................. 16.65 % 16.72%
1984.............................................. 7.29 % 9.43%
1985.............................................. 24.50 % 26.14%
1986.............................................. 25.17 % 16.78%
1987.............................................. 5.57 % 5.80%
1988.............................................. 11.76 % 12.91%
1989.............................................. 22.05 % 24.01%
1990.............................................. 0.89 % 1.56%
1991.............................................. 23.07 % 23.68%
1992.............................................. 3.74 % 7.26%
1993.............................................. 16.75 % 9.70%
1994.............................................. (3.25)% 0.21%
1995.............................................. 27.77 % 28.46%
Year to Date through 9/30/96...................... 8.66 % 8.36%
Annualized........................................ 14.72 % 14.22%
Cumulative........................................ 658.00 % 610.36%
Fourteen-Year Mean (1/1/82-12/31/95).............. 15.40 % 14.73%
Value of $1 invested during fourteen years
(1/1/82-9/30/96)................................ $ 7.58 $ 7.10
</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
Administration Institute, and the Investment Counsel Association of Ameri-
ca. Market value of the account was the sum of the account's total assets,
including cash, cash equivalents, short term investments, and securities
valued at current market prices.
2. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $7.58 by September 30, 1996.
3. The FOURTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.
4. The 60/30/10 INDEX is a weighted index comprised of 60% S&P 500 Index, 30%
Lehman Brothers Government Corporate Index, 10% 3 Month Treasury Bills and
is an unmanaged index which assumes reinvestment of dividends and is gen-
erally considered representative of securities similar to those invested
in by the Adviser for the purpose of the composite performance numbers set
forth above.

25
<PAGE>

5. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/96) was .79% or 79 basis points. During the period, fees on the Ad-
viser's individual accounts ranged from .27% to 1.00% (27 basis points to
100 basis points). Net returns to investors vary depending on the manage-
ment fee.

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Value Equity Portfolio. The performance
data is net of all fees and expenses. The investment returns of the Value Eq-
uity Portfolio may differ from those of the separately managed accounts be-
cause such separately managed accounts may have fees and expenses that differ
from those of the Value Equity Portfolio. Further, the separately managed ac-
counts are not subject to investment limitations, diversification requirements
and other restrictions imposed by the 1940 Act and Internal Revenue Code; such
conditions, if applicable, may have lowered the returns for separately managed
accounts. The results presented are not intended to predict or suggest the re-
turn to be experienced by the Portfolio or the return an investor might
achieve by investing in the Value Equity Portfolio.

NWQ INVESTMENT MANAGEMENT COMPANY -- VALUE EQUITY STRATEGY
(Percentage returns Net of Management Fees)

<TABLE>
<CAPTION>
NWO INVESTMENT S&P 500
YEARS THROUGH: MANAGEMENT COMPANY INDEX
- -------------- ------------------ -------
<S> <C> <C>
1982.............................................. 45.24 % 21.54 %
1983.............................................. 22.06 % 22.55 %
1984.............................................. 7.05 % 6.27 %
1985.............................................. 29.70 % 31.73 %
1986.............................................. 26.59 % 18.66 %
1987.............................................. (0.24)% 5.25 %
1988.............................................. 19.51 % 16.61 %
1989.............................................. 33.33 % 31.69 %
1990.............................................. (2.21)% (3.10)%
1991.............................................. 29.54 % 30.47 %
1992.............................................. 1.31 % 7.62 %
1993.............................................. 17.50 % 10.08 %
1994.............................................. (.79)% 1.32 %
1995.............................................. 30.91 % 37.58 %
Year to Date through 9/30/96...................... 13.16 % 13.50 %
Annualized........................................ 17.64 % 16.47 %
Cumulative........................................ 997.70 % 847.60 %
Fourteen-Year Mean (1/1/82-12/31/95).............. 18.54 % 17.02 %
Value of $1 invested during fourteen years (1/1/82
- 9/30/96)...................................... $10.98 $ 9.48
</TABLE>

26
<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
Administration Institute, and the Investment Counsel Association of Ameri-
ca. Market value of the account was the sum of the account's total assets,
including cash, cash equivalents, short term investments, and securities
valued at current market prices.
2. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $10.98 by September 30, 1996.
3. The FOURTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.
4. The S&P 500 INDEX is an unmanaged index which assumes reinvestment of div-
idends and is generally considered representative of securities similar to
those invested in by the Adviser for the purpose of the composite perfor-
mance numbers set forth above.
5. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/96) was 1.00% or 100 basis points. During the period, fees on the Ad-
viser's individual accounts were 100 basis points on all accounts. Net re-
turns to investors vary depending on the management fee.

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio.................................................... 0.06%
Value Equity Portfolio................................................ 0.04%
</TABLE>

27
<PAGE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent of the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Shares
offered in this Prospectus except as described under "SERVICE AND DISTRIBUTION
PLANS." 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 not parties to the Agreement or inter-
ested persons of any such party. The Agreement 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 share-
holders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios. These Agreements direct the Adviser to use its best efforts to ob-
tain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of the research, statistical and
pricing services they provide to the Portfolios in addition to required Ad-
viser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties 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.

28
<PAGE>

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized 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." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with a $.001 par value. The Directors have the power to designate one
or more series ("Portfolios") or classes of shares of common stock and to
classify or reclassify any unissued shares with respect to such Portfolios,
without further action by shareholders. At its discretion, the Board of Direc-
tors may create additional Portfolios and Classes of shares of the Fund.

29
<PAGE>

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 distri-
bution expenditures. Information about the Service Class Shares of the Portfo-
lios is available upon request by contacting the UAM Funds Service Center. An-
nual 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 meet-
ing of shareholders if such a meeting is requested in writing by the holders
of not less than 10% of the outstanding shares of the Fund. The Fund will as-
sist shareholder communications in such matters.

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

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

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 Center
at the address or phone number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

30
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Equity Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

31
<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
NWQ Investment Management Company
655 South Hope Street, 11th Floor
Los Angeles, California 90017
(213) 624-6700

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

UAM FUNDS

Rice, Hall, James Small Cap Portfolio
&
Rice, Hall, James Small/Mid Cap Portfolio

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

UAM FUNDS

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

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

RICE, HALL, JAMES SMALL CAP PORTFOLIO
&
RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: RICE, HALL, JAMES & ASSOCIATES

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

PROSPECTUS -- JANUARY 3, 1997

UAM Funds, Inc. ("UAM Funds") 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 Rice, Hall, James Portfolios currently offer one class of
shares. The securities offered in this Prospectus are Institutional Class
Shares of two diversified, no-load Portfolios of the Fund managed by Rice,
Hall, James & Associates.

RICE, HALL, JAMES SMALL CAP PORTFOLIO. The objective of the Rice, Hall,
James Small Cap Portfolio (the "Small Cap Portfolio") is to provide maximum
capital appreciation, consistent with reasonable risk to principal by invest-
ing primarily in small market capitalization companies.

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO. The objective of the Rice, Hall,
James Small/Mid Cap Portfolio (the "Small/Mid Cap Portfolio") is to provide
maximum capital appreciation, consistent with reasonable risk to principal by
investing primarily in small/mid market capitalization (small/mid cap) compa-
nies.

There can be no assurance that either Portfolio will meet 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. Such Statement is dated January 3, 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 num-
ber above.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 16
Shareholder Services....................................................... 18
Valuation of Shares........................................................ 18
Performance Calculations................................................... 19
Dividends, Capital Gains Distributions and Taxes........................... 19
Investment Adviser......................................................... 20
Administrative Services.................................................... 23
Distributor................................................................ 23
Portfolio Transactions..................................................... 24
General Information........................................................ 24
UAM Funds -- Institutional Class Shares.................................... 27
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios' Institutional Class Shares will incur. The Fund does not charge
shareholder transaction expenses. 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>
RICE, HALL, JAMES RICE, HALL, JAMES
SMALL CAP SMALL/MID CAP
PORTFOLIO PORTFOLIO
----------------- -----------------
<S> <C> <C>
Sales Load Imposed on Purchases........ NONE NONE
Sales Load Imposed on Reinvested
Dividends............................ NONE NONE
Deferred Sales Load.................... NONE NONE
Redemption Fees........................ NONE NONE
Exchange Fees.......................... NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
RICE, HALL, JAMES RICE, HALL, JAMES
SMALL CAP SMALL/MID CAP
PORTFOLIO PORTFOLIO
----------------- -----------------
<S> <C> <C>
Investment Advisory Fees................. 0.75 % 0.80 %
Administrative Fees...................... 0.35 % 0.20 %
12b-1 Fees............................... NONE NONE
Distribution Costs....................... NONE NONE
Other Expenses........................... 0.28 % 0.25 %
------ ------
Total Operating Expenses*................ 1.38 % 1.25 %**
</TABLE>
- -----------
* The fees and expenses set forth above are based on the Small Cap Portfo-
lio's operations during the fiscal year ended October 31, 1996, except
they have been restated to reflect current administrative fees. (See "AD-
MINISTRATIVE SERVICES" herein and in the SAI.) The annualized Total Oper-
ating Expenses includes the effect of expense offsets. If expense offsets
were excluded, the annualized Total Operating Expenses for the Small Cap
Portfolio would not significantly differ.
** The fees and expenses with respect to the Small/Mid Cap Portfolio are
based on estimates. For purposes of calculating the fees set forth above,
the table assumes that the Small/Mid Cap Portfolio's average daily assets
will be $25 million. The Small/Mid Cap Portfolio began operations on No-
vember 1, 1996.

1
<PAGE>

The tables above show various expenses and fees an investor would bear di-
rectly or indirectly.

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 Portfolios to reduce the Portfolios' expense ratios. As of the
date of this Prospectus, the Adviser has agreed to keep the Small Cap and the
Small/Mid Cap Portfolios Institutional Class Shares from exceeding 1.40% and
1.25%, of average daily net assets, respectively. The Fund will not reimburse
the Adviser for any advisory fees waived or expenses that the Adviser may bear
on behalf of the Portfolios for a given fiscal year.

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 Portfolios
charge no redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio.......... $14 $44 $76 $167
Rice, Hall, James Small/Mid Cap Portfolio...... $13 $40 * *
</TABLE>
- -----------
* As the Small/Mid Cap Portfolio began operations on November 1, 1996, the
Fund has not projected expenses beyond the three-year period shown.

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
Rice, Hall, James & Associates (the "Adviser"), a registered investment ad-
viser founded in 1974, serves as investment adviser to the Portfolios. The Ad-
viser presently manages over $1 billion in assets, primarily on behalf of in-
stitutional and individual investors. (See "INVESTMENT ADVISER.")

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

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized net capital gains annually. Distributions will be reinvested in the Port-
folio's shares automatically unless an investor elects to receive cash distri-
butions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agency serv-
ices provided to the Fund and its Portfolios by third-party service providers.
(See "ADMINISTRATIVE SERVICES.")

3
<PAGE>

RISK FACTORS

The value of a 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 a Portfolio invests. Prospective investors
should consider the following: (1) The small and mid-sized capitalization cor-
porations in which the Portfolios will invest are more vulnerable to financial
and other risks than larger corporations and the securities of such small and
mid-sized capitalization corporations may involve a higher degree of risk and
price volatility than investments in the general equity markets; (2) Both
Portfolios may invest a portion of their assets in derivatives including
futures contracts and options. (See "OTHER INVESTMENT POLICIES."); (3) Both
Portfolios may invest in securities of foreign issuers, which may involve
greater risks than investments in domestic securities, such as foreign cur-
rency risks. (See "OTHER INVESTMENT POLICIES."); (4) In general, a Portfolio
will not trade for short-term profits, but when circumstances warrant, invest-
ments may be sold without regard to the length of time held. High rates of
portfolio turnover may result in additional cost and the realization of capi-
tal gains. (See "OTHER INVESTMENT POLICIES."); (5) In addition, both Portfo-
lios may use various investment practices that involve special consideration,
including investing in repurchase agreements, when-issued, forward delivery
and delayed settlement securities and lending of securities. (See "OTHER IN-
VESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the respective periods presented for the Small Cap Portfo-
lio's Institutional Class Shares. This table is part of the Portfolio's Finan-
cial Statements, which are included in the Portfolio's October 31, 1996 Annual
Report to Shareholders. The Annual Report has been incorporated into the Port-
folio's SAI. The Portfolio's October 31, 1996 Financial Statements have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also incorporated into the Portfolio's SAI. The following infor-
mation should be read in conjunction with the Portfolio's October 31, 1996 An-
nual Report to Shareholders. Since the Small/Mid Cap Portfolio commenced oper-
ations on November 1, 1996, no financial highlights are presented for that
Portfolio.

RICE, HALL, JAMES SMALL CAP PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JULY 1, 1994** TO OCTOBER 31, OCTOBER 31,
OCTOBER 31, 1994 1995 1996
----------------- ----------- -----------
<S> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD............... $10.00 $11.14 $15.87
------ ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...... 0.01 (0.07) (0.10)
Net realized and unrealized gain
on investments.................. 1.13 4.81 2.73
------ ------- -------
Total from investment
operations.................... 1.14 4.74 2.63
------ ------- -------
DISTRIBUTIONS
Net investment income............. -- (0.01) --
In excess of net investment
income.......................... -- (0.00)# --
Net realized gain................. -- -- (2.77)
------ ------- -------
Total distributions............. -- (0.01) (2.77)
------ ------- -------
NET ASSET VALUE, END OF PERIOD...... $11.14 $15.87 $15.73
====== ======= =======
TOTAL RETURN........................ 11.40%+ 42.59%+ 19.43%
====== ======= =======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
(thousands)....................... $8,287 $18,910 $33,488
Ratio of expenses to average net
assets............................ 1.40%* 1.40% 1.37%
Ratio of net investment income
(loss) to average net assets...... 0.30%* (0.63)% (0.78)%
Portfolio turnover rate............. 5% 180% 181%
Average commission rate##........... N/A N/A $0.0509
Voluntary waived fees and expenses
assumed by the adviser per share.. $ 0.05 $ 0.01 N/A
Ratio of expenses to average net
assets including expense offsets.. N/A 1.40% 1.37%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
# Value is less than 0.01 per share.
## For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVES

The objective of the Small Cap Portfolio is to provide maximum capital ap-
preciation, consistent with reasonable risk to principal by investing primar-
ily in small market capitalization companies. The Adviser intends to pursue
this objective through investment primarily in common stocks of companies
whose market capitalizations range between $40 million and $500 million.

The objective of the Small/Mid Cap Portfolio is to provide maximum capital
appreciation, consistent with reasonable risk to principal by investing pri-
marily in small/mid market capitalization companies. The Adviser intends to
pursue this objective through investment primarily in common stocks of compa-
nies whose market capitalizations range between $300 million and $2.5 billion.

There can be no assurance that the Portfolios will achieve their stated
objective.

INVESTMENT POLICIES

THE SMALL CAP PORTFOLIO will invest, under normal circumstances, at least
65% of its total assets in equity securities of companies with market capital-
izations of $40 million to $500 million, at the time of initial purchase. The
equity securities in which the Portfolio will invest will consist of common
stocks and securities convertible into common stocks, including convertible
preferred stocks and convertible bonds. The Adviser will strive to accomplish
its investment objective with broad diversification. The Adviser believes that
the Portfolio will provide a level of diversification and investment opportu-
nity that may be difficult for individual investors to accomplish on their
own.

The Adviser will use a selection process that emphasizes smaller, emerging
companies which have the potential to become market leaders in their indus-
tries. The Adviser will focus on securities of companies with:

. strong management

. leading products or services

. distribution to a large marketplace or growing niche market

. anticipated above-average revenue and earnings growth rates

. potential for improvement in profit margins

. strong cash flow and/or improving financial position

The list of potential investments is further filtered by the use of tradi-
tional fundamental security analysis and valuation methods including, but not
limited to, analysis of relative returns on capital and equity, reward to risk
ratios and earnings per share growth rates relative to price earnings ratios.
The Adviser believes that many companies with smaller capitalizations have
greater potential than their larger

6
<PAGE>

counterparts to deliver above-average revenue and earnings growth rates that
have not yet been recognized by investors.

The Adviser expects that a majority of investments in the Small Cap Portfo-
lio will be in U.S.-based companies, however, from time to time shares of for-
eign based companies may be purchased if they meet the Small Cap Portfolio's
investment criteria. Under normal circumstances, investments in foreign based
companies will comprise no more than 15% of portfolio assets.

It is anticipated that cash reserves will represent a relatively small per-
centage of portfolio assets (less than 20% under most circumstances). In unu-
sual circumstances, or for temporary defensive purposes when market or eco-
nomic conditions may warrant, the Small Cap Portfolio may invest all or a por-
tion of its assets in short-term investments, cash and cash equivalents. When
the Small Cap Portfolio is in a defensive position, it may not be pursuing its
investment objective.

THE SMALL/MID CAP PORTFOLIO will invest, under normal circumstances, at
least 65% of its total assets in equity securities of companies with market
capitalizations of $300 million to $2.5 billion, at the time of initial pur-
chase. The equity securities in which the Small/Mid Cap Portfolio will invest
will consist of common stock and securities convertible into common stocks,
including convertible preferred stocks and convertible bonds.

The small/mid cap area of the market, defined by the Adviser as companies
with market capitalizations less than $2.5 billion but greater than $300 mil-
lion, has more than three times the number of securities than the market com-
prised of companies with market capitalizations greater than $2.5 billion. The
Adviser believes that the small/mid cap market has less analyst coverage which
means there is greater pricing inefficiency for such securities than for more
closely followed, usually larger capitalization companies. The Adviser's in-
vestment selections for the Small/Mid Cap Portfolio will tend to be from rela-
tively underfollowed securities.

The Adviser practices a fundamentally driven bottom up research approach.
This approach focuses on identifying stocks of growth companies that are sell-
ing at a discount to the companies' projected earnings growth rates. Specifi-
cally, the Adviser requires that equity securities in which the Small/Mid Cap
Portfolio invests have price/earnings ratios that are lower than the 3 to 5
year projected earnings growth rate. In addition, the stocks must possess cat-
alysts, which are defined by the Adviser as fundamental events that ultimately
lead to increases in revenue growth rates, expanding profit margins and/or in-
creases in earnings growth rates that are generally not anticipated by the
market. Such events can include new product introductions or applications,
discovery of niche markets, new management, corporate or industry restruc-
tures, regulatory change and end market expansion. Most importantly, the Ad-
viser must be convinced that such change will lead to greater investor recog-
nition and a subsequent rise in the stock prices within a 12

7
<PAGE>

to 24 month period. The key is discovering undervalued companies where funda-
mental changes are occurring that are temporarily going unnoticed by invest-
ors.

The Adviser expects that a majority of investments in the Small/Mid Cap
Portfolio will be in U.S.-based companies, however, from time to time, shares
of foreign based companies may be purchased if they meet the Small/Mid Cap
Portfolio's investment criteria. Under normal circumstances, investments in
foreign based companies will comprise no more than 15% of portfolio assets.

It is anticipated that cash reserves will represent a relatively small per-
centage of portfolio assets (no more than 20% under most circumstances). In
unusual circumstances, or for temporary defensive purposes when market or eco-
nomic conditions may warrant, the Small/Mid Cap Portfolio may invest all or a
portion of its assets in short-term investments, cash and cash equivalents.
When the Small/Mid Cap Portfolio is in a defensive position, it may not be
pursuing its investment objective.

OTHER INVESTMENT POLICIES

8
<PAGE>

eign issuers, and any other short-term money market instruments including
variable rate demand notes and tax-exempt money instruments. By entering into
these investments on a joint basis, it is expected that a Portfolio may earn a
higher rate of return on investments relative to what it could earn individu-
ally.

REPURCHASE AGREEMENTS
Each 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 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 default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived 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 ba-
sis. By entering into joint repurchase agreements, a Portfolio may incur lower
transaction costs and earn higher rates of interest on joint repurchase agree-
ments. Each Portfolio's contribution would determine its return from a joint
repurchase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

9
<PAGE>

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover for the Small/ Mid Cap Portfolio and the Small Cap Port-
folio are not anticipated to exceed 250% and 150% respectively. In addition to
Portfolio trading costs, higher rates of portfolio turnover may result in the
realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND
TAXES" for more information on taxation). The Portfolios will not normally en-
gage in short-term trading, but each reserves the right to do so. The table
set forth in "Financial Highlights" presents the Small Cap Portfolio's histor-
ical portfolio turnover rates.

10
<PAGE>

The Portfolio will indirectly bear its proportionate share of any management
fees paid by an investment company in which it invests in addition to the ad-
visory fee paid by the Portfolio.

The Fund has received permission from the SEC to allow each of its Portfo-
lios 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 provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

FOREIGN INVESTMENTS
Investing in foreign companies, may involve additional risks and considera-
tions which are not typically associated with investing in U.S. companies.
Since securities of foreign companies are normally denominated in foreign cur-
rencies, each Portfolio may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and may incur costs in
connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, in certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, each
Portfolio may invest in futures and options and interest rate futures con-
tracts. Because transaction costs associated with futures and options may be
lower than the costs of investing in the securities directly, it is expected
that use of index futures and options to facilitate cash flows may reduce the
Portfolio's overall transactions costs. Each Portfolio may enter into futures
contracts provided that not more than 5% of its total assets are at the time
of acquisition required as margin deposit to secure obligations under such
contracts. Each Portfolio will engage in futures and options transactions for
hedging purposes only.

Futures and options can be volatile and involve various degrees and types of
risk. If each Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts

11
<PAGE>

could result in a loss. A Portfolio could also suffer losses if it is unable
to liquidate its position due to an illiquid secondary market. In the opinion
of the Directors of the Fund, the risk that a Portfolio will be unable to
close out a futures position or options contract will be minimized only by en-
tering into futures contracts or options transactions traded on national ex-
changes and for which there appears to be a liquid secondary market.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 15%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered fair value of such securities.

INVESTMENT LIMITATIONS

Each Portfolio will not:

(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;

12
<PAGE>

financial institutions so long as the loans are made in compliance
with the 1940 Act, as amended, or the Rules and Regulations or inter-
pretations of the SEC;

(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 Portfolios' investment objectives and investment limitations (a), (b),
(d), (e), and (f)(i), set forth above, are fundamental and may be changed only
with the approval of the holders of a majority of the outstanding shares of
each Portfolio of the Fund. If a percentage limitation on investment or utili-
zation of assets as set forth above is adhered to at the time an investment is
made, a later change in percentage resulting from changes in the value or to-
tal cost of the Portfolio's assets will not be considered a violation of the
restriction.

PURCHASE OF SHARES

Shares of each 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. Certain exceptions may be made by the officers
of the Fund.

13
<PAGE>

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

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 wir-
ing 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.

14
<PAGE>

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 are identified on the check or wire. Prior to wiring
additional investments, notify the UAM Funds Service Center by calling the
number on the cover of this Prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

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

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. 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

15
<PAGE>

their sale by the Portfolio under the Securities Act of 1933, or
otherwise; and

REDEMPTION OF SHARES

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

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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.

16
<PAGE>

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

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 do 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.

17
<PAGE>

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.

SHAREHOLDER SERVICES

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

18
<PAGE>

exceeding the current asked prices nor less than the current bid prices. Quo-
tations of foreign securities in a foreign currency are converted to U.S. dol-
lar equivalents. The converted value is based upon the bid price of the for-
eign currency against U.S. dollars quoted by any major bank or by a broker.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. 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.

PERFORMANCE CALCULATIONS

The Portfolios measure performance by calculating total return. Total return
figures are based on historical earnings and are not intended to indicate fu-
ture performance.

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report contact the UAM Funds Service Center at the address
or telephone number on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

19
<PAGE>

INVESTMENT ADVISER

Rice, Hall, James & Associates was founded in 1974 and is located at 600
West Broadway, Suite 1000, San Diego, CA 92101. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation ("UAM") and pro-

20
<PAGE>

vides investment management services to individual and institutional invest-
ors. As of the date of this Prospectus, the Adviser had over $1 billion in as-
sets under management.

Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of January 24, 1994 for the Small Cap Portfolio and September 16, 1996 for
the Small/Mid Cap Portfolio, the Adviser, subject to the control and supervi-
sion of the Fund's Board of Directors and in conformance with the stated in-
vestment objective and policies of each Portfolio, manages the investment and
reinvestment of the assets of the Portfolios. In this regard, it is the re-
sponsibility of the Adviser to make investment decisions for each Portfolio
and to place purchase and sale orders for each Portfolio's investments.

The investment professionals responsible for the day-to-day management of
the Portfolios are as follows:

SAMUEL R. TROZZO is Chairman of the Adviser with over thirty-six years' in-
vestment experience. Prior to founding Rice, Hall, James & Associates in 1974,
Mr. Trozzo was Vice President and Senior Investment Officer of Southern Cali-
fornia First National Bank. He is a former member of the State of California
Board of Administration/Investment Committee Public Employees Retirement Sys-
tem. He is a graduate of Kent State University.

THOMAS W. MCDOWELL, JR. is President and Chief Executive Officer of the Ad-
viser with over fifteen years' investment experience. Mr. McDowell joined
Rice, Hall, James in 1984. Prior to that time, he was Investment Officer, Se-
curity Analyst and Portfolio Manager at California First Bank. He earned his
B.A. degree from the University of California, Los Angeles and his M.B.A. from
San Diego State University.

DAVID P. TESSMER is Partner and Co-Director of Research of the Adviser with
thirty years' investment experience. Prior to joining Rice, Hall, James in
1986, Mr. Tessmer was Vice President and Senior Portfolio Manager at The Pa-
cific Century Group, San Diego. He earned his B.S. degree in Investment Man-
agement at Northwestern University and his M.B.A. in Finance at Columbia Grad-
uate School of Business.

TIMOTHY A. TODARO is Partner and Co-Director of Research of the Adviser with
sixteen years' investment experience. Mr. Todaro joined Rice, Hall, James in
1983. Prior to that time, he was Senior Investment Analyst at Comerica Bank,
Detroit, Michigan. Mr. Todaro earned his B.A. in Economics at the University
of California, San Diego and his M.B.A. degree in Finance/International Busi-
ness at the University of Wisconsin, Madison. He is a Chartered Financial Ana-
lyst.

GARY S. RICE is Partner of the Adviser with thirteen years' investment expe-
rience. Mr. Rice was an Account Administrator with the Trust Division at Fed-
erated

21
<PAGE>

Investors, Inc., Pittsburgh, Pennsylvania prior to joining Rice, Hall, James
in 1983. He earned his B.A. degree in Economics/Business Administration at
Vanderbilt University.

MICHELLE P. CONNELL is Partner of the Adviser with twelve years' investment
experience. Prior to joining Rice, Hall, James in 1995, she was Senior Invest-
ment Analyst with Linsco/Private Ledger. Previously, she was the director of
Finance and Operations at the San Diego Natural History Museum. Ms. Connell
has a B.A. degree in accounting from Seattle University and her M.B.A. from
San Diego State University. She is a level III Chartered Financial Analyst
candidate.

As compensation for the services rendered by the Adviser under the Agree-
ments, the Portfolios pay the Adviser annual fees, in monthly installments,
calculated by applying the following annual percentage rates to the Portfo-
lios' average daily net assets for the month:

Rice, Hall, James Small Cap Portfolio.................................. 0.75%
Rice, Hall, James Small/Mid Cap Portfolio.............................. 0.80%

The Adviser has agreed to waive all or part of its advisory fee and to as-
sume as the Adviser's own expense operating expenses otherwise payable by the
Small Cap Portfolio to keep its total annual operating expenses from exceeding
1.40% of its average daily net assets. The Adviser has voluntarily agreed to
waive all or part of its advisory fee and to assume as the Adviser's own ex-
pense operating expenses otherwise payable by the Small/Mid Cap Portfolio, if
necessary, in order to keep its total annual operating expenses from exceeding
1.25% of its average daily net assets. The Fund will not reimburse the Adviser
for advisory fees waived or expenses that the Adviser may bear on behalf of
the Portfolios for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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. 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 arrangements are in ef-
fect, they are made generally available to all qualified service providers.

22
<PAGE>

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 eligible customer
accounts in addition to amounts payable to all selling dealers. The Fund also
compensates Smith Barney for services it provides to certain defined contribu-
tion plan shareholders that are not otherwise provided by UAMFSI.

ADMINISTRATIVE SERVICES

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 following Portfolio specific fees are calculated from the
aggregate net assets of each Portfolio:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Rice, Hall, James Small Cap Portfolio.................................. 0.04%
Rice, Hall, James Small/Mid Cap 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.

DISTRIBUTOR

UAM Distributors, Inc., a wholly-owned subsidiary of UAM, with its principal
office located at 211 Congress Street, Boston, Massachusetts 02110, distrib-
utes the shares of the Fund. Under the 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

23
<PAGE>

under the Agreement with respect to the shares offered in this Prospectus. The
Agreement continues in effect so long as such continuance is approved at least
annually by the Fund's Board of Directors. 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 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 authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios in addition to required
broker services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties 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 portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders.

24
<PAGE>

At its discretion, the Board of Directors may create additional Portfolios
and classes of shares. The shares of each Portfolio are fully paid and nonas-
sessable, and have no preference as to conversion, exchange, dividends, re-
tirement 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.

As of December 6, 1996, Juanita Whisenand, Trustee for the Whisenand Family
Trust, La Jolla, CA, held of record 26.8% of the outstanding share of the
Rice, Hall, James Small/Mid Cap Portfolio for which beneficial ownership is
disclaimed or presumed disclaimed. The persons or organizations owning 25% or
more of the outstanding shares of a Portfolio may be presumed to "control" (as
that term is defined in the 1940 Act) such Portfolio. As a result, those per-
sons or organizations could have the ability to vote a majority of the shares
of the Portfolio on any matter requiring the approval of shareholders of such
Portfolio.

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

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

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

25
<PAGE>

26
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

27
<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
Rice, Hall, James & Associates
600 West Broadway, Suite 1000
San Diego, CA 92101
(619) 239-9005

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

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

SAMI Preferred Stock Income Portfolio

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

SAMI
PREFERRED STOCK
INCOME PORTFOLIO

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

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

SAMI PREFERRED STOCK INCOME PORTFOLIO

INSTITUTIONAL CLASS SHARES

INVESTMENT ADVISER: SPECTRUM ASSET MANAGEMENT, INC.

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

PROSPECTUS -- JANUARY 3, 1997

SAMI PREFERRED STOCK INCOME PORTFOLIO. The objective of the Portfolio is to
provide a high level of dividend income consistent with capital preservation.
To achieve its objective, the Portfolio will invest primarily in a diversified
portfolio of utility preferred securities combined with a constant cross-hedge
using U.S. Government securities futures. The Portfolio also expects to invest
significantly in bank preferred securities. In addition, the Portfolio's In-
vestment Adviser intends to manage the Portfolio to maximize income qualifying
for the dividends received deduction under the Internal Revenue Code of 1986.

There can be no assurance that the Portfolio will meet its stated objective.

Keep this Prospectus for future reference. It contains information 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 January 3, 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.

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 16
Shareholder Services....................................................... 18
Valuation of Shares........................................................ 19
Performance Calculations................................................... 20
Dividends, Capital Gains Distributions and Taxes........................... 20
Investment Adviser......................................................... 21
Administrative Services.................................................... 25
Distributor................................................................ 26
Portfolio Transactions..................................................... 26
General Information........................................................ 27
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio 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>
SAMI PREFERRED
STOCK INCOME PORTFOLIO
----------------------
<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>

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

<TABLE>
<CAPTION>
SAMI PREFERRED
STOCK INCOME PORTFOLIO
----------------------
<S> <C>
Investment Advisory Fees............................ 0.70%
Administrative Fees................................. 0.28%
12b-1 Fees.......................................... NONE
Distribution Costs.................................. NONE
Other Expenses...................................... 0.22%
Advisory Fees Waived and Expenses Assumed........... (0.21%)
-----
Total Operating Expenses (after fee waivers and
expenses assumed)................................. 0.99%*
</TABLE>
- -----------
* Absent fee waivers and expenses assumed by the Adviser, annualized Total Op-
erating Expenses of the Portfolio for the fiscal year ended October 31, 1996
would have been 1.20%. The annualized Total Operating Expenses includes the
effect of expense offsets. If expense offsets were excluded, the annualized
Total Operating Expenses would not be affected.

The table above shows the various fees and expenses that an investor would
bear directly or indirectly. The expenses and fees listed above are based on
the Portfolio's operations during the fiscal year ended October 31, 1996, ex-
cept that Adminstrative Fees have been restated to reflect current fees. See
"ADMINISTRATIVE SERVICES" herein and in the SAI.

The Adviser has voluntarily agreed to waive its advisory fees and to assume
expenses otherwise payable by the Portfolio, in order to reduce the Portfo-
lio's expense ratio. As of the date of this Prospectus, the Adviser has agreed
to keep the Portfolio's total annual operating expenses, after the effect of
expense offset arrangements, from exceeding 0.99% of its average daily net as-
sets. The Fund will

1
<PAGE>

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 fis-
cal year.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
SAMI Preferred Stock Income Portfolio........... $10 $32 $55 $122
</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
Spectrum Asset Management, Inc. (the "Adviser"), is an investment counseling
firm founded in 1987. The Adviser presently manages over $750 million in as-
sets for institutions, pension plans and endowments. (See "INVESTMENT ADVIS-
ER.")

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 monthly dividends. Any realized net capital gains will also be
distributed with the last dividend distribution for the fiscal year. Distribu-
tions will be reinvested in each Portfolio's shares unless an investor elects
to receive cash distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES.")

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

3
<PAGE>

RISK FACTORS

The Portfolio's Adviser intends to hedge a major portion of the Portfolio's
preferred and fixed income securities investments through the use of deriva-
tives including futures contracts, options on futures contracts and options on
U.S. Government securities to substantially reduce the price volatility of the
Portfolio generally due to interest rate changes.

The Adviser has successfully operated an investment program similar to the
Portfolio's for its individual institutional clients since its inception in
1987. A portfolio of preferred stocks hedged with U.S. Government securities
futures and options is a "cross" hedge and not a "perfect" hedge, and, there-
fore, an absolute correlation does not exist between the price volatility of
the portfolio of preferred securities and the hedging instruments. Preferred
securities prices may change more or less rapidly than bond or note futures
prices causing a distortion in the price relationship. The Adviser will con-
tinuously analyze a variety of factors including average investment rates,
premium and discount prices of the preferred stocks, the underlying credits of
the issuer, as well as market volatility and basis risk. The use of futures
and options might result in a poorer overall performance for the Portfolio
than if it had not engaged in such transactions.

Prospective investors should consider two other factors that could affect
the rate of return of the Portfolio. By concentrating its investments in the
utilities industry, the Portfolio is exposed to changes in and possible ad-
verse economic and industry conditions over time, including e.g., changes in
government regulations, resource depletion, changing technologies, and credit
market constraints.

Prospective investors should consider the following factors: (1) The Portfo-
lio may invest in repurchase agreements which entail a risk of loss should the
seller default on its transaction. (See "REPURCHASE AGREEMENTS."); (2) The
Portfolio may purchase securities on a when-issued basis. Securities purchased
on a when-issued basis may decline or appreciate in market value prior to
their actual delivery to the Portfolio. (See "WHEN-ISSUED, FORWARD DELIVERY
AND DELAYED SETTLEMENT SECURITIES."); (3) The Portfolio may lend its invest-
ment securities which entails a risk of loss should the borrower fail finan-
cially. (See " LENDING OF SECURITIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share of
the SAMI Preferred Stock Income Portfolio outstanding throughout the periods
presented. It is part of the Portfolio's Financial Statements which are in-
cluded in the Portfolio's 1996 Annual Report to Shareholders. The Financial
Statements are incorporated into the Portfolio's SAI. The Portfolio's Finan-
cial Statements have been audited by Price Waterhouse LLP. Their unqualified
opinion on the Financial Statements is also incorporated into the Portfolio's
SAI. Please read the following information in conjunction with the Portfolio's
1996 Annual Report to Shareholders.

<TABLE>
<CAPTION>
JUNE 23**, 1992 YEARS ENDED OCTOBER 31,
TO OCTOBER 31, ----------------------------
1992 1993 1994 1995 1996
--------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 10.09 $ 9.98 $ 9.29 $ 9.21
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income................ 0.14 0.60 0.60 0.67 0.58
Net Realized and
Unrealized Gain
(Loss)................ 0.03 (0.07) (0.71) (0.08) 0.14
------- ------- ------- ------- -------
Total from Investment
Operations.......... 0.17 0.53 (0.11) 0.59 0.72
------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ (0.08) (0.61) (0.58) (0.67) (0.59)
In Excess of Net
Realized Gain......... (0.03) -- -- --
------- ------- ------- ------- -------
Total Distributions.. (0.08) (0.64) (0.58) (0.67) (0.59)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 10.09 $ 9.98 $ 9.29 $ 9.21 $ 9.34
======= ======= ======= ======= =======
TOTAL RETURN............ 1.70 %+ 5.47 %+ (1.15)% 6.67 % 8.17%+
======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands).... $23,904 $49,671 $91,221 $33,789 $27,528
Ratio of Expenses to
Average Net Assets.... 0.97 %* 0.82 % 0.89 % 0.98 % 0.99%
Ratio of Net
Investment Income to
Average Net Assets.... 6.36 %* 6.10 % 6.45 % 7.03 % 6.26%
Portfolio Turnover
Rate.................. 16 % 144 % 65 % 44 % 77%
Average Commission Rate
#...................... N/A N/A N/A N/A $0.0302
Voluntary Waived Fees
and Expenses Assumed
buy the Adviser Per
Share.................. $ 0.02 $ 0.01 N/A N/A $ 0.02
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A 0.98% 0.99%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain expenses not been waived
and expenses assumed during the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVE

The objective of the Portfolio is to provide a high level of current divi-
dend income consistent with capital preservation. The Portfolio will invest
primarily in a professionally managed, diversified portfolio of investment
grade, utility preferred securities which will be hedged with U.S. Government
securities futures to minimize capital fluctuations of the Portfolio caused by
interest rate movements. The Portfolio's Adviser also expects to invest a sig-
nificant portion of the Portfolio's assets in bank preferred securities. The
Portfolio's objective is fundamental and may be changed only upon approval by
vote of the holders of the majority of the Portfolio's shares. There can be no
assurance that the Portfolio will achieve its objective.

INVESTMENT POLICIES

The Adviser seeks to achieve the Portfolio's objective by investing primar-
ily in investment grade, utility preferred securities of varying maturities.
The Adviser also expects to invest a significant portion of the Portfolio's
assets in bank preferred securities. Investment grade preferred stocks are
generally considered to be those having a rating of at least "Baa" or higher
by Moody's Investors Service, Inc. ("Moody's") or "BBB-" by Standard & Poor's
Corporation ("S&P"). Although bonds rated Baa or BBB- may possess speculative
characteristics and may be more sensitive to changes in the economy and the
financial condition of issuers than higher rated bonds. As a matter of operat-
ing policy, the Adviser will invest at least 60% of the Portfolio's assets in
securities rated A or better by at least one rating agency. In the event of a
downgrade of the rating to below investment grade of a stock held in the Port-
folio, the Adviser will attempt to liquidate the particular issue within a 90
day period. The Portfolio will not invest in securities of companies that have
a bond rating below investment grade, convertible preferred securities, or any
type of common stock.

When selecting specific preferred stock issues, the Adviser considers not
only current yield but all variables that would affect the value of a security
(i.e., sinking fund provisions, call features, redemption characteristics and
credit quality). The Adviser also carefully analyzes the underlying fundamen-
tals of the issuer, with particular emphasis (for utility securities) on in-
terest and dividend coverage, the utility customer mix, regulatory climate,
energy sources, quality of management, non-utility diversification, if any,
and construction expenditures relative to internal cash generation. While the
investment philosophy of the Adviser is primarily one of buy and hold, the Ad-
viser will seek to optimize total returns by trading the Portfolio when it be-
lieves market, economic or other conditions make it advantageous to do so, for
example, by taking advantage of market or pricing inefficiencies of certain
securities to improve dividend income without eroding capital. At the time
this prospectus was prepared, the Adviser attempted to structure the Portfolio
to take maximum advantage of potential spread tightening due to the increasing

6
<PAGE>

scarcity value of dividend received deduction ("DRD") qualifying preferred
stock. As new preferred types of securities have been developed, the supply of
traditional DRD preferred securities has decreased. In addition, the Adviser
is focusing on issues either trading at a discount with strong call protection
or with attractive yields to call. Changes in the DRD and preferred securities
markets may require modification of the Portfolio's investment policies from
time to time. Investors will receive advance notice of significant policy
changes.

The Adviser will invest at least 65% of the Portfolio's total assets in
utility preferred stocks. As a result, the Portfolio is legally deemed to be
"concentrating" its investments in utility securities, meaning that normally,
under applicable law, at least 25% of the Portfolio's total assets must be in-
vested in utility securities. The Adviser also invests a significant portion
of the Portfolio's assets in bank preferred securities. However, investments
in bank securities will be limited to less than 25% of the Portfolio's total
assets. The utilities industry includes companies engaged in the manufacture,
production, generation, transmission and sale of gas and electric energy. It
also includes issuers engaged in the communications field, including entities
such as telephone, telegraph, satellite, microwave and other companies provid-
ing communication facilities for the public benefit. The bank industry in-
cludes companies that provide financial services to consumers and industry.
Examples of companies in the banking field include commercial banks, savings
and loan associations, and companies that span across these segments. Under
applicable regulations, the Portfolio may not invest more than 5% of its total
assets in the equity securities of any company that derives more than 15% of
its revenues from brokerage or investment management activities.

Preferred securities. The Adviser may invest the Portfolio's assets in all
types of preferred securities including fixed-dividend, adjustable-rate pre-
ferred stocks, perpetual preferred stock and private placement fixed-dividend
sinking fund preferred stock. Adjustable rate preferred stock is preferred
stock that has a dividend rate which is adjusted periodically, typically every
three months, to reflect changes in the general level of interest rates. The
dividend rate on an adjustable rate preferred stock is determined by applying
an adjustment formula, established at the time the stock is issued, which gen-
erally involves a fixed relationship to rates on specific classes of debt se-
curities issued by the U.S. Treasury, with limits on the minimum and maximum
dividend rates that may be paid. Sinking fund preferred stock provides for the
issuer to redeem the outstanding preferred stock according to a predetermined
schedule. Perpetual preferred securities have no sinking fund or maturity fea-
tures, but include a call feature. In order to maintain liquidity of the Port-
folio, the Adviser, at its discretion, may from time to time invest a portion
of the Portfolio's assets in U.S. Treasury bills or similar short-term instru-
ments. (See "SHORT-TERM INVESTMENTS.") Under normal conditions, short-term in-
vestments may comprise up to 35% of the Portfolio's total assets. For tempo-
rary defensive purposes, when economic, market or other conditions so warrant,
the Ad-

7
<PAGE>

viser may invest up to all of the Portfolio's total assets in short-term in-
vestments. In such a situation, income dividends paid by the Portfolio quali-
fying for the dividends received deduction would be greatly reduced.

Preferred stock has a preference over common stock in liquidation (and gen-
erally dividends as well) but is subordinated to the liabilities of the issuer
in all respects. As a general rule, the market value of preferred stock with a
fixed dividend rate and no conversion element varies inversely with interest
rates and perceived credit risk. Because preferred stock is junior to debt se-
curities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield character-
istics.

Cross-hedging strategy. The Adviser does not make interest rate projections
and seeks to preserve capital by implementing and maintaining a constant
cross-hedge. The Portfolio's preferred and fixed income securities investments
are subject to market fluctuation based largely, but not exclusively on the
securities' sensitivity to changes in interest rates. By maintaining a hedge
consisting of U.S. Government futures contracts, options on such futures con-
tracts, and options, the Adviser seeks to reduce interest rate related risk.
Futures contracts provide for the sale by one party and purchase by another
party of a specified amount of a security or financial instrument, at a speci-
fied future time and price. An option is a legal contract that gives the
holder the right to buy or sell a specified amount of the underlying security
or futures contract at a fixed or determinable price upon the exercise of the
option. A call option conveys the right to buy and a put option conveys the
right to sell a specified quantity of the underlying security or futures con-
tract.

The Adviser implements the cross-hedge strategy by monitoring the correla-
tion between the preferred and fixed income securities and the U.S. Government
futures and options markets. Depending upon the Adviser's analysis, futures
and options can be used in a variety of ways. A typical use is to establish a
short position in Government futures contracts or options to offset the prin-
cipal fluctuations of the preferred stock portfolio caused by interest rate
movements. This strategy enables the Adviser to invest across the yield curve,
realizing higher dividend yields, while managing interest rate volatility. The
formula used by the Adviser to analyze and guide its hedging investments is
derived by evaluating the history of price movements in both the preferred
stock, fixed income and U.S. Government securities, futures and options mar-
kets. The Adviser uses sophisticated quantitative analytical techniques, in-
cluding regression analyses and price volatility analyses, to create the nec-
essary statistical data to monitor and adjust the hedging investments. Natu-
rally, historical price movements may bear no relationship to future price
movements.

The Portfolio's preferred and fixed income securities portfolio and its
futures and options positions are intended to produce offsetting capital gains
and losses as

8
<PAGE>

interest rates change. As the goal is to achieve a netting effect of capital
gains and losses, the Portfolio's rate of return should reflect primarily the
dividend and interest income it receives. The hedging positions that the Port-
folio expects to hold normally appreciate in value when interest rates rise.
If any gain on these instruments were realized and used by the Portfolio to
acquire additional preferred stocks, an increase in the Portfolio's dividend
income would result. Conversely, should interest rates decline, these hedging
positions would be expected to decline in value and, if necessary, the sale of
some of the Portfolio's holdings of preferred stocks to finance hedge losses
would cause a decrease in the Portfolio's dividend income. Thus, the success-
ful use of hedging transactions, combined with the fact that dividend rates on
fixed rate preferred stocks do not change in response to changes in interest
rates, should make the Portfolio's income from the Portfolio's fixed rate pre-
ferred stocks increase in rising interest rate environments while being rela-
tively resistant to the impact of significant declines in interest rates. The
Portfolio's use of hedging instruments and the availability of gains for in-
vestment in additional shares of preferred stock may be limited by the re-
strictions and distribution requirements imposed on the Portfolio in connec-
tion with its qualification as a regulated investment company under the Code.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.") The Adviser does not
believe that these restrictions and requirements will materially adversely af-
fect the management of the Portfolio or the ability of the Portfolio to
achieve its investment objective.

The Portfolio may enter into futures and options contracts provided that not
more than 5% of the Portfolio's assets are at the time of acquisition required
as margin deposits or premiums to secure obligations under such contracts. The
primary risks associated with the use of futures and options are (1) imperfect
correlation between the change in market value of the securities held by a
Portfolio and the prices of futures and options relating to the stocks or
bonds purchased or sold by the Portfolio; and (2) possible lack of a liquid
secondary market for a futures contract or option and the resulting inability
to close a futures position which could have an adverse impact on the Portfo-
lio's ability to hedge. In the opinion of the Directors, the risk that the
Portfolio will be unable to close out a futures position or options contract
will be minimized by only entering into futures contracts or options transac-
tions traded on national exchanges and for which there appears to be a liquid
secondary market. For additional information regarding futures and options
contracts, see the SAI.

The development of hedging techniques and the management of individual port-
folios for institutions have given the Adviser substantial experience in car-
rying out this investment strategy.

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

9
<PAGE>

in domestic and foreign money market instruments including certificates of de-
posit, bankers' acceptances, time deposits, U.S. Government obligations, U.S.
Government agency securities, short-term corporate debt securities, and com-
mercial paper rated A-1 or A-2 by Standard & Poor's Corporation or Prime-1 or
Prime-2 by Moody's Investors Service, Inc. 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 a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

10
<PAGE>

ment may cause a Portfolio to experience a loss or delay in the liquidation of
the collateral securing the repurchase agreement. The Portfolio might also in-
cur disposition costs in liquidating the collateral. While the Fund's manage-
ment acknowledges these risks, it is expected that they can be controlled
through stringent security selection criteria and careful monitoring proce-
dures. 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 agree-
ments on a joint basis. By entering into joint repurchase agreements, a Port-
folio may incur lower transactions costs and earn higher rates of interest on
joint repurchase agreements. Each Portfolio's contribution would determine its
return from a joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

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 the set-
tlement 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 receives payment or delivery from the other party to any of the above
transactions. 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. Such segregated securities will either mature or, if necessary, be
sold on or before the settlement date. Typically, no income accrues on securi-
ties purchased on a delayed delivery basis prior to the

11
<PAGE>

time delivery is made, although the Portfolio may earn income on securities it
has deposited in a segregated account. The Portfolio may engage in when-issued
transactions to obtain what is considered to be an advantageous price and
yield at the time of the transaction; however, the Portfolio does not receive
income on such investments until actual issuance of the securities.

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

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 investing Portfolio's
total assets may be invested in the securities of any one investment company
nor may it acquire more than 3% of the voting securities of any other invest-
ment company. The Portfolio will indirectly bear its proportionate share of
any management fees paid by an investment company in which it invests in addi-
tion to the advisory fee paid by the Portfolio.

The Fund has been granted permission by the SEC to allow each of its Portfo-
lios, for cash management purposes, to invest the greater of 5% of its total
assets or $2.5 million in the Fund's DSI Money Market Portfolio provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory and any other fees earned as a result of the Portfolio's investment in
the DSI Money Market Portfolio. The investing Portfolio will bear expenses of
the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

PORTFOLIO TURNOVER

Higher rates of portfolio turnover may result in the realization of capital
gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more infor-
mation on taxation). The Portfolio will normally not engage in short-term
trading, but reserves the right to do so. The table set forth in "Financial
Highlights" presents the Portfolio's historical portfolio turnover rates.

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 government of the U.S. or any agency or instrumentality
thereof);

12
<PAGE>

(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 or parent companies)
a continuous operating history of less than 3 years;

(d) 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 10% of a Portfolio's total assets), and (ii)
by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not inconsis-
tent with the 1940 Act or the rules and regulations or interpretations
of the SEC thereunder;

(e) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% of the
Portfolio's gross assets valued at the lower of market or cost, and
purchase additional securities when the Portfolio's borrowings exceed
5% of its total gross assets; and

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

Except as specified above and as described under "INVESTMENT POLICIES" and
"OTHER INVESTMENT POLICIES," the Portfolio's investment policies are not fun-
damental and the Fund's Directors may change such policies without an affirma-
tive vote of a "majority of the outstanding voting securities of the Portfo-
lio," as defined in the 1940 Act.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Funds Distributor, 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 IRA accounts is $500.
Minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions may be determined by the officers of the Fund.

13
<PAGE>

such fees and information regarding any 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 condi-
tions. Amounts paid to Service Agents may include transaction fees and/or
service fees paid by the Fund from the Fund assets attributable to the Service
Agent, and which would not be imposed if shares of the Portfolio were 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.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check
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

BY WIRE

. Telephone the UAM Funds Service Center and provide the account
name, address, telephone number, social security or taxpayer iden-
tification number, the Portfolio selected, the amount being wired
and the

14
<PAGE>

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 Cus-
todian;

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: SAMI Preferred Stock Income Portfolio
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.

. For wire purchases arranged through Spectrum Asset Management,
Inc., properly completed Applications may be submitted through
Spectrum. Federal Funds purchases will be accepted only on a day on
which the New York Stock Exchange and the Custodian Bank are open
for business.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares may be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to UAM Funds) at the above ad-
dress or by wiring monies to the Custodian Bank using the instructions out-
lined above. When making additional investments, be sure that your account
number, account name, and the Portfolio to be purchased are specified on the
check or wire.

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

15
<PAGE>

shares will not be issued. Certificates for whole shares will not be issued
except at the written request of the shareholder.

The Fund will not accept securities in exchange for shares of a 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);

REDEMPTION OF SHARES

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

16
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

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.

17
<PAGE>

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.

The purpose of signature guarantees is to verify the identity of the party
who has authorized a redemption. Signature guarantees will be accepted from
any eligible guarantor institution which participates in a signature guarantee
program. Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities associa-
tions, clearing agencies and savings 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 business days af-
ter 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 cir-
cumstances as determined by the SEC.

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

SHAREHOLDER SERVICES

18
<PAGE>

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

Bonds, other fixed income securities and fixed dividends are valued accord-
ing 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, using methods approved by the Board of Directors.

19
<PAGE>

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.

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
cumulative 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.

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 monthly dividends. If any
net capital gains are realized, each Portfolio will normally distribute them
annually. All dividends and capital gains distributions will be automatically
reinvested in additional shares of the Portfolio unless the Fund is notified
in writing that the shareholder elects to receive distributions in cash.

FEDERAL TAXES
The Portfolio intends to qualify each year as a "regulated investment compa-
ny" under subchapter M of the Internal Revenue Code of 1986, as amended, for
federal income tax purposes and to meet all other requirements that are neces-
sary for it (but not its shareholders) to be exempt from federal taxes on in-
come and

20
<PAGE>

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 invest-
ments which satisfies certain diversification criteria.

INVESTMENT ADVISER

Spectrum Asset Management, Inc. (the "Adviser") is a Connecticut corporation
formed in 1987 and is located at Four High Ridge Park, Stamford, CT 06905. The
Adviser is a wholly-owned subsidiary of UAM and provides investment management
services to corporations, pension plans, and endowments. As of the date of
this Prospectus, the Adviser had in excess of $750 million in assets under
management. Since its inception, the Adviser has concentrated its advisory
services in the management of diversified portfolios of fixed-dividend, pre-
ferred stocks for its clients. Most portfolios have been hedged with U.S. Gov-
ernment securities futures and options to minimize principal fluctuations of
the portfolios caused by interest rate changes.

The Adviser is registered as a broker-dealer and investment adviser with the
Commission and is a member firm of the National Association of Securities Deal-

21
<PAGE>

ers, Inc. The Adviser is also registered with the Commodity Futures Trading
Commission and the National Futures Association and operates as a commodity
trading adviser and introducing broker.

Under an Investment Advisory Agreement dated as of May 18, 1992, the Adviser
manages the investment and reinvestment of the assets of the Portfolio. The
Adviser must adhere to the stated investment objectives and policies of the
Portfolios, and is subject to the control and supervision of the Fund's Board
of Directors.

As compensation for the services rendered by the Adviser under the Agree-
ment, 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: 0.70%.

The Adviser may assume expenses otherwise payable by the Portfolio, to re-
duce the Portfolio's expense ratio. As of the date of this Prospectus, the Ad-
viser has voluntarily agreed to keep the Portfolio's total annual operating
expenses from exceeding 0.99% of its average daily net assets. The Fund will
not reimburse the Adviser for any advisory fees that are waived or Portfolio
expenses that the Adviser may bear on behalf of the Portfolio for a given fis-
cal 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. Payments made for any of these purposes may be made from its rev-
enues, its profits or any other source available to it. When such service ar-
rangements are in effect, they are made generally available to all qualified
service providers.

All members of the Adviser's Professional Staff must have at minimum a bach-
elor's degree from a duly accredited institution of higher education and must
receive passing grades on the following exams:

1. General Securities Representative (Series 7);

2. Commodity Futures Associated Person-NFA (Series 3); and 3. Uniform Se-
curities Agent Exam (Blue Sky Law, Series 63).

22
<PAGE>

Below is a list of the professional staff of the Adviser.

SCOTT T. FLEMING -- Chairman of the Board of Directors, Chief Financial Of-
ficer, and one of the principals of Spectrum Asset Management, Inc. Mr.
Fleming was a Director and Principal of DBL Preferred Management, Inc., a
wholly-owned subsidiary of Drexel Burnham Lambert, Inc. Prior to joining DBL,
Mr. Fleming was a financial analyst with EG&G, Inc., where he was responsible
for all outside money managers as well as managing a significant Adjustable
Rate Preferred Stock portfolio. He is currently licensed as a
Financial/Operations Principal (Series 27), a General Securities Principal
(Series 24), Securities Registered Representative (Series 7), Blue Sky Law
(Series 63), and registered with the NFA as an Associated Person (Series 3)
with Spectrum Asset Management, Inc., CTA. M.B.A. Finance, Babson College,
B.S. Accounting, Bentley College.

MARK A. LIEB -- Director, President, Chief Executive Officer, and one of the
principals of Spectrum Asset Management, Inc. Director of the parent company,
United Asset Management Corporation. Mr. Lieb was a Founder, Director and
Partner of DBL Preferred Management, Inc., a wholly owned corporate cash man-
agement subsidiary of Drexel Burnham Lambert, Inc. He was instrumental in the
formation, continual development and execution of all aspects of the subsidi-
ary including portfolio management. Mr. Lieb's prior employment included the
development of the preferred stock trading desk at Mosley Hallgarten & Esta-
brook. He is a licensed Securities Representative (Series 7), Blue Sky Law
(Series 63), General Securities Principal (Series 24), and registered with the
NFA as an Associated Person (Series 3) with Spectrum Asset Management, Inc.,
CTA. M.B.A. Finance, University of Hartford; B.A. Economics, Central Connecti-
cut State College.

BERNARD M. SUSSMAN -- Senior Vice President of Spectrum Asset Management,
Inc. Prior to joining Spectrum, Mr. Sussman was with Goldman Sachs & Co. for
over 17 years. Mr. Sussman was a General Partner from 1990 to 1994, and man-
aged their Preferred Stock Department. He was responsible for all sales and
trading of fixed and adjustable rate preferred stocks, auction preferreds, and
all other preferred products. Mr. Sussman coordinated Goldman Sachs & Co.'s
effort through preferred specialists, including the general sales force. Addi-
tionally, Mr. Sussman interacted with the corporate finance department in de-
veloping and marketing new issues. Mr. Sussman continues to be a Limited Part-
ner of Goldman Sachs & Co. He is a licensed Securities Representative (Series
7), Blue Sky Law (Series 63), General Securities Principal (Series 24), Gen-
eral Securities Sales Supervisor, Branch Office Manager (Series 8), and regis-
tered with the NFA as an Associated Person (Series 3) with Spectrum Asset Man-
agement, Inc., CTA. M.B.A. Finance and B.S. Industrial Relations, Cornell Uni-
versity.

L. PHILIP JACOBY, IV -- Vice President -- Portfolio Management of Spectrum
Asset Management, Inc. Prior to joining Spectrum, Mr. Jacoby was a Senior In-
vestment Officer at USL Capital Corporation (a subsidiary of Ford Motor Corpo-

23
<PAGE>

ration) and was a co-manager of a $600 million preferred stock portfolio and
Vice President, Institutional Sales at E.F. Hutton, Inc. He is currently li-
censed as a General Securities Representative (Series 7), Blue Sky Law (Series
63), a General Securities Principal (Series 24), a Municipal Securities Prin-
cipal (Series 53) and registered with the NFA as an Associated Person (Series
3) with Spectrum Asset Management, Inc., CTA. B.S, B.A., Finance, Boston Uni-
versity.

PATRICK G. HURLEY -- Hedge Manager. Mr. Hurley came to Spectrum Asset Man-
agement, Inc. from James Money Management, Inc. where he served as a Govern-
ment Securities Trader and Computer Specialist. Prior to joining James,
Mr. Hurley was with Oppenheimer & Co., Inc. where he held positions as an As-
sistant Trader Fixed -- Income and Programmer/Analyst. In both positions at
Oppenheimer, he was an integral part of the fixed income arbitrage group which
concentrated on the hedged trading of U.S. Treasury Bond and Note Futures. He
is currently a licensed General Securities Representative (Series 7), Blue Sky
Law (Series 63), and registered with the NFA as an Associated Person (Series
3) with Spectrum Asset Management, Inc., CTA. B.S. Electrical Engineering
(Computer Concentration), University of Notre Dame.

JEAN M. ORLANDO -- Assistant Vice President -- Controller. Ms. Orlando came
to Spectrum Asset Management, Inc. from DBL Preferred Management, Inc. where
she was operations manager. Prior to joining DBL Preferred Management, Ms. Or-
lando was employed by Drexel Burnham Lambert, Inc. where she acted as supervi-
sor of a private commodity trading operation. She is currently licensed as a
Securities Registered Representative (Series 7), Blue Sky Law (Series 63), and
registered with the NFA as an Associated Person (Series 3) with Spectrum Asset
Management, Inc., CTA. B.B.A. Public Accounting with honors, Baruch College.

MELISSA D. COPE -- Technical Analyst -- Special Projects. Ms. Cope came to
Spectrum Asset Management, Inc. from Mount Holyoke College where she spent two
years of her undergraduate career as a Computer Consultant. Prior to that,
Ms. Cope was a Database Consultant at Scanline Office Interiors in Honolulu,
Hawaii. Other prior work experience includes administrative and programming
positions at Hawaiian Telephone and Hawaiian Electric. She is currently li-
censed as a Securities Registered Representative (Series 7) and Blue Sky Law
(Series 63) with Spectrum Asset Management, Inc., CTA. A.B. Psychology with
honors, Mount Holyoke College.

LESLIE SWEEM -- Account Executive. Prior to her association with Spectrum
Asset Management, Inc., Ms. Sweem was a top Preferred Stock Specialist with
Salomon Brothers Inc. in New York. Prior to joining Salomon Brothers Inc., she
was an Assistant Vice President at Republic Bank Dallas where she was a For-
tune 1000 lending officer. She is currently licensed as a Securities Regis-
tered Representative (Series 7), Blue Sky Law (Series 63) and registered with
the NFA as an

24
<PAGE>

Associated Person (Series 3) with Spectrum Asset Management, Inc., CTA. B.S.
Business Administration, Kansas University.

TAMARA S. CROUSE -- Compliance Manager and Office Manager. Ms. Crouse came
to Spectrum Asset Management, Inc. from Saugatuck Associates, a venture capi-
tal firm, where she served as an Assistant (August 1992 to January 1994).
Prior to Saugatuck Associates, Ms. Crouse was employed by Service Corporation
International where she served as a Marketing Assistant and Financial Analyst
(August 1989 to August 1992). She is currently licensed as a Securities Repre-
sentative (Series 7), Blue Sky Law (Series 63) and registered with the NFA as
an Associated Person (Series 3) with Spectrum Asset Management, Inc., CTA.
M.B.A. Finance, University of Bridgeport; B.S. Geology (Concentration in Chem-
istry), State College of New York at Oneonta.

NANCY KRUG DRAY -- Part-Time Compliance Officer and Assistant to Portfolio
Manager. Ms. Dray came to Spectrum Asset Management, Inc. in July 1987. From
July 1987 through May 1989, Ms. Dray was Assistant Vice President --Trading
for Spectrum Asset Management, Inc. She is currently licensed as a Securities
Representative (Series 7), Blue Sky Law (Series 63), Municipal Securities
Principal (Series 53), and registered with the NFA as an Associated Person
(Series 3) with Spectrum Asset Management, Inc., CTA. B.S., Plattsburgh State
University.

Scott Fleming, Mark Lieb, Bernard Sussman, L. Phillip Jacoby, IV and Patrick
Hurley are primarily responsible for the day-to-day investment management of
the Portfolio. Scott Fleming and Mark Lieb have been primarily responsible
since its commencement of operations. Bernard Sussman, L. Phillip Jacoby, IV
and Patrick Hurley have been responsible since April 1995, January 1995 and
May 1994, respectively.

ADMINISTRATIVE SERVICES

The 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 for the Portfolio is 0.06% of aggre-
gate net assets.

25
<PAGE>

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 assets;
0.11 of 1% of the next $800 million of combined assets;
0.07 of 1% of combined assets in excess of $1 billion but less than $3
billion;
0.05 of 1% of combined assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the SAMI
Preferred Stock Income Portfolio. The Agreement continues in effect so long as
such continuance is approved at least annually by the Fund's Board of Direc-
tors. Those approving the Agreement must include a majority of Directors who
are neither parties to such Agreement nor interested persons of any such par-
ty. The Agreement provides that the Fund will bear the costs of the registra-
tion of its shares with the SEC and various states and the printing of its
prospectuses, its SAI's and its reports to stockholders. Shares of the Portfo-
lio are also sold through the Adviser's brokerage division pursuant to a sell-
ing-dealer agreement with the Distributor.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio and directs the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folio. The Adviser may use its own brokerage facilities under procedures de-
signed to ensure that the charges for the transactions do not exceed usual and
customary levels. Such transactions and the procedures are supervised by the
Fund's Board of Directors.

If consistent with the interests of the Portfolio, the Adviser may select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio in addition to required Adviser services. Such bro-
kers may be paid a higher commission than that which another qualified broker
would have charged for effecting the same transaction, provided that such com-
missions are paid in

26
<PAGE>

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
Portfolio and the Adviser's other clients.

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Portfolio or who act as agents in
the purchase of shares of the Portfolio for their clients.

If a purchase or sale 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 rea-
sonable by the Adviser. Although there is no specified formula for allocating
such transactions, allocations are subject to periodic review by the Direc-
tors.

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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios, without further action by
shareholders. The Board of Directors may create additional Portfolios and
classes of shares of the Fund at its discretion.

As of December 6, 1996, Kansas City Power & Light Company, Kansas City, MO
held of record 28.8% of the outstanding shares of the Portfolio. The persons
or organizations owning 25% or more of the outstanding shares of a Portfolio
may be presumed to "control" (as that term is defined in the 1940 Act) such
Portfolio. As a result, those persons or organizations could have the ability
to vote a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio.

27
<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 Center
at the address or telephone number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

28
<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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income 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

29
<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
Asset Management, Inc.
Four High Ridge Park
Stamford, CT 06905
(203) 322-0189

Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02710

PROSPECTUS

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The Sirach Portfolios

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<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

- -------------------------------------------------------------------------------
THE SIRACH PORTFOLIOS

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

- -------------------------------------------------------------------------------
PROSPECTUS -- JANUARY 3, 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 Fixed Income and Short-Term Reserves Portfolios currently offer
only one class of shares: Institutional Class Shares. The Sirach Growth, Spe-
cial Equity, Strategic Balanced and Equity Portfolios currently offer two sep-
arate classes of shares: Institutional Class Shares and Institutional Service
Class Shares ("Service Class Shares"). Shares of each class represent equal,
pro rata interests in a Portfolio and accrue dividends in the same manner ex-
cept that Service Class Shares bear fees payable by the class to financial in-
stitutions for services they provide to the owners of such shares. The securi-
ties offered in this Prospectus are Institutional Class Shares of six diversi-
fied, no-load Portfolios of the Fund managed by Sirach Capital Management,
Inc.

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

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

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

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

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

SIRACH EQUITY PORTFOLIO. The objective of the Sirach Equity Portfolio (the
"Equity Portfolio") is to provide long-term capital growth consistent with
reasonable risk to principal by investing, under normal circumstances, at
least 90% of its total assets in common stocks of companies that offer long-
term growth potential.

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

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 January 3, 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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 9
Investment Policies........................................................ 10
Other Investment Policies.................................................. 14
Investment Limitations..................................................... 18
Purchase of Shares......................................................... 19
Redemption of Shares....................................................... 22
Shareholder Services....................................................... 24
Valuation of Shares........................................................ 25
Performance Calculations................................................... 26
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Adviser's Historical Performance........................................... 30
Administrative Services.................................................... 31
Distributor................................................................ 32
Portfolio Transactions..................................................... 32
General Information........................................................ 33
UAM Funds -- Institutional Class Shares.................................... 35
</TABLE>
<PAGE>

SIRACH INSTITUTIONAL CLASS

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios' 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

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

<TABLE>
<CAPTION>
SPECIAL STRATEGIC FIXED SHORT-TERM
GROWTH EQUITY BALANCED INCOME RESERVES EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees................... 0.65% 0.70% 0.65% 0.65% 0.40% 0.65%
Administrative Fees..... 0.14% 0.14% 0.18% 0.54% 0.48% 0.17%
12b-1 Fees.............. NONE NONE NONE NONE NONE NONE
Other Expenses.......... 0.09% 0.04% 0.12% 0.30% 0.34% 0.17%
Advisory Fees Waived.... N/A N/A N/A (0.74)% (0.72)% (0.09)%
---- ---- ---- ----- ----- -----
Total Operating Expenses
(After Fee Waiver)..... 0.88%* 0.88%* 0.95%* 0.75%+* 0.50%+* 0.90%+*
</TABLE>
- -----------
+ Absent the Adviser's fee waiver, annualized Total Operating Expenses of the
Fixed Income Portfolio, Short-Term Reserves Portfolio and Equity Portfolio
Institutional Class Shares for the fiscal year ended October 31, 1996 would
have been 1.49%, 1.22% and 0.99%, respectively.
* The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, annualized Total Operating Expenses
of the Growth, Strategic Balanced, and Fixed Income Portfolios' Institu-
tional Class Shares would be 0.89%, 0.96%, and 0.76%, respectively, and
annualized Total Operating Expenses of the Special Equity and Short-Term Re-
serves Portfolios Institutional Class Shares would not be affected.

1
<PAGE>

The above table shows various fees and expenses an investor would bear di-
rectly or indirectly.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios to reduce expense
ratios. As of the date of this Prospectus, the Adviser has agreed to keep the
Fixed Income, Short-Term Reserves and Equity Portfolios Institutional Class
Shares from exceeding 0.75%, 0.50% and 0.90% respectively, of average daily
net assets. The Fund will not reimburse the Adviser for any advisory fees that
are waived or Portfolio expenses that the Adviser may bear on behalf of a
Portfolio for a given fiscal year.

With the exception of the Equity Portfolio, the expenses and fees for the
Portfolios set forth above are based on operations during the fiscal year
ended October 31, 1996, except that Administrative Fees have been restated to
reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in the SAI.)
The expenses and fees set forth above for the Equity Portfolio are based on
estimates. For purposes of calculating the fees set forth above, the table as-
sumes that the Equity Portfolio's average daily assets will be $50 million. It
is estimated that without waiving fees and assuming expense the Total Operat-
ing Expenses is estimated to be 0.99% of the average net assets.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Portfolio Institutional Class Shares... $ 9 $28 $49 $119
Special Equity Portfolio Institutional Class
Shares...................................... $ 9 $28 $49 $109
Strategic Balanced Portfolio Institutional
Class Shares................................ $10 $29 $51 $114
Fixed Income Portfolio Institutional Class
Shares...................................... $ 8 $24 $42 $ 94
Short Term Reserves Portfolio Institutional
Class Shares................................ $ 5 $16 $28 $ 63
Equity Portfolio Institutional Class Shares... $ 9 $29 $50 $111
</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 the Portfolios. The Ad-
viser presently manages approximately $7 billion in assets for institutional
clients and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $2,500. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. Mini-
mum 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
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any real-
ized 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.")

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

4
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Special
Equity, Growth, Strategic Balanced, Fixed Income Short-Term Reserves and Eq-
uity Portfolios' Institutional Class Shares. These tables are part of the
Portfolios' Financial Statements, which are included in the Portfolios' 1996
Annual Report to Shareholders. The Annual Report is incorporated into the
Portfolios' SAI. The Portfolios' Financial Statements have been audited by
Price Waterhouse LLP. Their unqualified opinion on the Financial Statements is
also incorporated into the SAI. Please read the following information in con-
junction with the Portfolios' 1996 Annual Report to Shareholders.

SPECIAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
OCTOBER 2,**
1989 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, -------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996
------------ ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $9.67 $8.58 $13.90 $15.03 $19.10 $16.10 $ 18.80
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss)................ 0.02 0.15 0.07 0.05 (0.01) 0.04 0.11 (0.06)
Net Realized &
Unrealized Gain (Loss)
on Investments........ (0.35) (1.08) 5.33 1.13 4.68 (0.90) 3.65 3.51
Total From Investment
Operations............ (0.33) (0.93) 5.40 1.18 4.67 (0.86) 3.76 3.45
DISTRIBUTIONS:
Net Investment Income.. -- (0.16) (0.08) (0.05) (0.01) (0.02) (0.11) (0.03)
Net Realized Gain on
Investments........... -- -- -- -- (0.59) (2.12) (0.95) (4.24)
Total Distributions.... -- (0.16) (0.08) (0.05) (0.60) (2.14) (1.06) (4.27)
NET ASSET VALUE, END OF
PERIOD................. $9.67 $8.58 $13.90 $15.03 $19.10 $16.10 $18.80 $17.98
TOTAL RETURN............ (3.30)% (9.78)% 63.13 % 8.50 % 31.81 % (4.68)% 25.31 % 23.62 %
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands).... $25,679 $73,098 $255,118 $358,714 $528,078 $513,468 $498,026 $441,326
Ratio of Expenses to
Average Net Assets.... 1.90 %* 0.98 % 0.92 % 0.90 % 0.89 % 0.88 % 0.85 % 0.87 %
Ratio of Net Investment
Income (Loss) to
Average Net Assets.... 2.64 %* 1.71 % 0.61 % 0.38 % (0.03)% 0.27 % 0.64 % (0.29)%
Portfolio Turnover
Rate.................. 7 % 108 % 85 % 122 % 102 % 107 % 137 % 129 %
Average Commission
Rate#................. N/A N/A N/A N/A N/A N/A N/A $0.0590
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... N/A N/A N/A N/A N/A N/A 0.85 % 0.87 %
</TABLE>
- -----------
* Annualized
** Commencement of Operations
# Beginning with fiscal year 1996, a portfolio is required to disclose the
average commission rate per share it paid for portfolio trades on which
commissions were charged, during the period.

5
<PAGE>

<TABLE>
<CAPTION>
GROWTH PORTFOLIO STRATEGIC BALANCED PORTFOLIO
------------------------------------- ------------------------------------
DECEMBER 1, DECEMBER 1,
1993** TO YEAR ENDED YEAR ENDED 1993** TO YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1994 1995 1996 1994 1995 1996
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 9.66 $ 11.35 $ 10.00 $ 9.35 $ 10.75
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.10 0.15 0.12 0.27 0.36 0.36
Net Realized and
Unrealized Gain (Loss)
on Investments........ (0.36) 1.70 2.65 (0.69) 1.39 1.24
Total From Investment
Operations........... (0.26) 1.85 2.77 (0.42) 1.75 1.60
DISTRIBUTIONS
Net Investment Income.. (0.08) (0.16) (0.11) (0.23) (0.35) (0.36)
Net Asset Value, End of
Period................ $ 9.66 $ 11.35 $ 14.01 $ 9.35 $ 10.75 $ 11.99
TOTAL RETURN............ (2.58)% 19.33 % 24.52% (4.19)% 19.10 % 15.13%
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands).... $80,944 $114,787 $128,982 $99,564 $95,834 $83,430
Ratio of Expenses to
Average Net Assets.... 0.92 %* 0.86 % 0.87% 0.90 %* 0.87 % 0.93%
Ratio of Net Investment
Income to Average Net
Assets................ 1.13 %* 1.48 % 0.97% 3.05 %* 3.49 % 3.04%
Portfolio Turnover
Rate.................. 141 % 119 % 151% 158 % 158 % 172%
Average Commission
Rate#................. N/A N/A $ 0.0600 N/A N/A $0.0600
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... N/A .84% .86% N/A .86% .92%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
# Beginning with a fiscal year 1996, a Portfolio is required to disclose the
average commission rate per share is paid for portfolio trades on which
commissions were charged during the period.

6
<PAGE>

<TABLE>
<CAPTION>
FIXED INCOME PORTFOLIO SHORT TERM RESERVES PORTFOLIO
------------------------------------ ------------------------------------
DECEMBER 1, DECEMBER 1,
1993** TO YEAR ENDED YEAR ENDED 1993** TO YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1994 1995 1996 1994 1995 1996
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $9.16 $9.88 $10.00 $10.03 $10.02
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.48 0.58 0.55 0.34 0.59 0.51
Net Realized and
Unrealized Gain (Loss)
on Investments........ (0.91) 0.73 (0.15) (0.02) (0.02) (0.01)
Total From Investment
Operations........... (0.43) 1.31 0.40 0.32 0.57 0.50
DISTRIBUTIONS
Net Investment
Income............... (0.41) (0.59) (0.54) (0.29) (0.58) (0.51)
NET ASSET VALUE, END OF
PERIOD................. $9.16 $9.88 $9.74 $10.03 $10.02 $10.01
TOTAL RETURN+........... (4.33)% 14.75 % 4.21 % 3.24 % 5.83 % 5.12 %
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)... $12,178 $15,439 $18,803 $21,371 $18,489 $15,641
Ratio of Expenses to
Average Net Assets... 0.75 %* 0.76 % 0.76 % 0.50 %* 0.52 % 0.50 %
Ratio of Net
Investment Income to
Average Net Assets... 5.37 %* 6.13 % 5.84 % 3.53 %* 5.34 % 4.96 %
Portfolio Turnover
Rate................. 230 % 165 % 260 % 13 % 38 % 0 %
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $0.08 $0.06 $0.07 $0.04 $0.04 $0.07
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A 0.75 % 0.75 % N/A 0.50 % 0.50 %
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.

7
<PAGE>

<TABLE>
<CAPTION>
SIRACH EQUITY
PORTFOLIO
-------------
JULY 1,
1996** TO
OCTOBER 31,
1996
-------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD............................ $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.......................................... 0.01
Net Realized and Unrealized Gain............................... 0.97
Total From Investment Operations.............................. 0.98
DISTRIBUTIONS
Net Investment Income.......................................... (0.01)
Net Asset Value, End of Period.................................. $10.97
Total Return+................................................... 9.80%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)........................... $6,410
Ratio of Expenses to Average Net Assets......................... 1.03%*
Ratio of Net Investment Income to Average Net Assets............ 0.39%*
Portfolio Turnover Rate......................................... 34%
Average Commission Rate......................................... $0.0600
Voluntary Waived Fees and Expenses Assumed by the Adviser Per
Share......................................................... $0.14
Ratio of Expenses to Average Net Assets Including Expense
Offsets....................................................... 0.90%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total Return would have been lower had certain fees not been waived and ex-
penses assumed by the Adviser during the period indicated.

8
<PAGE>

INVESTMENT OBJECTIVES

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

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

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

FIXED INCOME PORTFOLIO. The objective of the Fixed Income Portfolio is to
provide above-average total return consistent with reasonable risk to princi-
pal by investing primarily in investment grade fixed income securities of va-
rying maturities of the U.S. Government and its agencies, corporate bonds,
collateralized mortgage obligations ("CMOs"), mortgage-backed securities, and
various short term instruments such as commercial paper, Treasury bills and
certificates of deposit. Income return is expected to be a predominant portion
of the Portfolio's total return. Any capital return on the Portfolio is depen-
dent 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.

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

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide long-
term capital growth consistent with reasonable risk to principal by investing,
under normal circumstances, at least 90% of its total assets in commons stocks
of companies that offer long-term growth potential. As described below, growth
potential is measured by the Adviser's "ranking" system.

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

9
<PAGE>

INVESTMENT POLICIES

GROWTH PORTFOLIO. The Growth Portfolio seeks to achieve its objective by in-
vesting in common stocks of companies that are small, medium and large growth
companies deemed by the Adviser to offer long-term growth potential. The secu-
rities selected will be from a universe of approximately 4,000 companies
listed on the New York and American Stock Exchanges and on the National Asso-
ciation of Securities Dealers Automated Quotation system ("NASDAQ"). The Port-
folio may also invest in convertible bonds or convertible preferred stocks.

The Adviser's security selection process for the Portfolio will focus on
those companies that rank high on the Adviser's proprietary ranking system.
The ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period
of time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength, and
cash reinvestment rates. The Adviser screens a universe of approximately 4,000
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded consensus expectations.

As perceived risks in the marketplace increase, cash reserves can be used
for defensive purposes. Under normal circumstances, it is anticipated that
cash reserves will represent less than 20% of the Portfolio's assets. For tem-
porary defensive purposes, the Portfolio may reduce its holdings of equity se-
curities and increase its holdings in short-term investments. (See "SHORT-TERM
INVESTMENTS.")

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

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

10
<PAGE>

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

It is anticipated that under normal circumstances cash reserves will repre-
sent less than 20% of the Portfolio's assets. For temporary defensive purpos-
es, however, the Portfolio may reduce its holdings of equity securities and
increase, up to 100%, its holdings in short-term investments.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased if they pass the selection
process outlined above. In addition, if shares of a foreign company are pur-
chased, they must be traded in the United States as American Depository Re-
ceipts ("ADRs"), which are U.S. domestic securities representing ownership
rights in foreign companies. Under normal circumstances, ADRs will not com-
prise more than 20% of the Portfolio's assets. (See "FOREIGN INVESTMENTS.")

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

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

11
<PAGE>

FIXED INCOME PORTFOLIO. The Fixed Income Portfolio seeks to achieve its ob-
jective by investing in a diversified mix of investment grade fixed income se-
curities of varying maturities including securities of the U.S. Government and
its agencies, corporate bonds, mortgage-backed securities, asset-backed secu-
rities, and various short term instruments such as commercial paper, Treasury
bills and certificates of deposit. The Portfolio may also invest in "stripped"
securities.

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

Regardless of the rating category, credit quality of bonds in such ratings
categories 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 structure of the Portfolio will be largely determined by the
Adviser's assessment of current economic conditions and trends, the Federal
Reserve Board's management of monetary policy, fiscal policy, inflation expec-
tations, government and private credit demands and global conditions. Once
these factors have been carefully analyzed, the average maturity/duration of
the Portfolio will be adjusted to reflect the Adviser's outlook. Under normal
market conditions, the weighted average maturity ranges 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.

12
<PAGE>

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 non-governmental issue.

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

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

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

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

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

(3) Bank obligations, including certificates of deposit and banker's ac-
ceptances;

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

(5) Repurchase agreements collateralized by these securities.

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

The security selection process for the Portfolio will focus on companies
that rank high on the Adviser's proprietary ranking system. The ranking system
consists of five buying tests that are ranked according to decile. The Adviser
believes that companies that possess a higher "ranking score" are likely to
provide superior rates of return over an extended period of time relative to
the stock market in general. The components of the ranking system include past
earnings per share growth rates, earnings acceleration, prospective earnings
"surprise" probabilities, relative price strength and cash reinvestment rates.
The Adviser screens a universe of approximately 4,000 companies to identify
potentially attractive securities. The

13
<PAGE>

list of potential investments is narrowed further by the use of traditional
fundamental security analysis. The Adviser focuses particular attention on
those companies whose recent earnings have exceeded consensus expectations.

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

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

14
<PAGE>

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. The 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 joint basis. By entering into joint repurchase agreements, a Portfolio
may incur lower transactions costs and earn higher rates of interest on joint
repurchase agreements. Each Portfolio's contribution would determine its re-
turn from a joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

15
<PAGE>

voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover for the Equity Portfolio is not anticipated to exceed
125%. In addition to Portfolio trading costs, higher rates of portfolio turn-
over may result in the realization of capital gains. (See "DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS AND TAXES" for more information on taxation.) The Portfo-
lios will not normally engage in short-term trading, but each reserves the
right to do so. Except for the Equity Portfolio, the tables set forth in "Fi-
nancial Highlights" present the Portfolios' historical portfolio turnover ra-
tios.

16
<PAGE>

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, in certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested, and to reduce transaction costs, the
Fixed Income Portfolio may invest in bond futures and options and interest
rate futures contracts. Because transaction costs associated with futures and
options may be lower than the costs of investing in bonds directly, it is ex-
pected that use of index futures and options to facilitate cash flows may re-
duce the Portfolio's overall transaction costs. The Portfolio may enter into
futures contracts provided that not more than 5% of its total assets are at
the time of acquisition required as margin deposit to secure obligations under
such contracts. The Portfolio will engage in futures and options transactions
for hedging purposes only.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures

17
<PAGE>

position or options contract will be minimized by only entering into futures
contracts or options transactions traded on national exchanges and for which
there appears to be a liquid secondary market.

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

STRIPPED SECURITIES
The Fixed Income Portfolio may invest in "stripped" securities. Stripped se-
curities are usually structured with two or more classes that receive differ-
ent proportions of the interest and principal distributions on a pool of U.S.
Government, mortgage or asset-based securities. In some cases, one class will
receive all of the interest distributions (the interest-only class or "IO"
class), while the other class will receive all of the principal distributions
(the principal only or "PO" class). The Portfolio does not intend to invest in
IOs. Stripped securities commonly have greater volatility than other types of
fixed income securities. Stripped securities may be considered derivative se-
curities.

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

INVESTMENT LIMITATIONS

Each 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;

18
<PAGE>

(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;

(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 10% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not incon-
sistent with the 1940 Act or the Rules and Regulations or interpreta-
tions of the Commission 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% (10% for the Special Equity Portfolio) of the Portfolio's gross
assets valued at the lower of market or cost, and (ii) a Portfolio may
not purchase additional securities when borrowings exceed 5% of total
assets; or

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

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

PURCHASE OF SHARES

19
<PAGE>

Custodian. (See "VALUATION OF SHARES.") The minimum initial investment re-
quired 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 in-
vestment for spousal IRA accounts is $250. Certain exceptions may be made by
the officers of 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 Shares 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

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

20
<PAGE>

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

. Instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
Your Account Number
Your Account Name
Wire Control Number

ADDITIONAL INVESTMENTS

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

21
<PAGE>

The Fund reserves the right, in its sole discretion, to suspend the offering
of shares of each 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 frac-
tional shares will not be issued. Certificates for whole shares will not be
issued except at the written request of the shareholder.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);

. the investor represents and agrees that all securities offered to be ex-
changed are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or other-
wise; and

. the value of any such securities (except U.S. Government securities) be-
ing exchanged together with other securities of the same issuer owned by
the Portfolio will not exceed 5% of the net assets of the Portfolio im-
mediately after the transaction.

REDEMPTION OF SHARES

22
<PAGE>

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;

. 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:

. redemption of certificated shares by telephone.

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.

23
<PAGE>

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.

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.

SHAREHOLDER SERVICES

24
<PAGE>

are interested. Exchanges can only be made with Portfolios that are qualified
for sale in a shareholder's state of residence.

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 each 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 each 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 ma-
turities of 60 days or less are valued at amortized cost when the Board of Di-
rectors determines that amortized cost reflects fair value.

25
<PAGE>

PERFORMANCE CALCULATIONS

The Portfolios measure 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 a Portfolio over a
given period of time, expressed as an annual percentage rate. Yields are cal-
culated according to a standard that is required for all funds. As this dif-
fers from other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.

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

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. To
receive an Annual Report, contact the Fund at the address on the cover of this
Prospectus or call the UAM Funds Service Center.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

26
<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 United Asset Manage-
ment Corporation ("UAM") and provides investment management serv-

27
<PAGE>

ices to corporations, pension and profit-sharing plans, 401(k) and thrift
plans, trusts, estates and other institutions and individuals. As of the date
of this Prospectus, the Adviser had approximately $7 billion in assets under
management. For further information on Sirach Capital Management, Inc.'s in-
vestment services, please call (206) 624-3800.

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

GROWTH PORTFOLIO -- George B. Kauffman and Harvey G. Bateman;
SPECIAL EQUITY PORTFOLIO -- Harvey G. Bateman and Stefan W. Cobb;
STRATEGIC BALANCED PORTFOLIO -- George B. Kauffman and Stephen J. Romano;
FIXED INCOME PORTFOLIO -- Stephen J. Romano, Harvey G. Bateman and Craig
F. Hintze;
SHORT-TERM RESERVES PORTFOLIO -- Stephen J. Romano, Harvey G. Bateman and
Craig F. Hintze;
EQUITY PORTFOLIO -- Harvey G. Bateman and George B. Kauffman.

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

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

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. He assumed responsibility for managing the Strategic Balanced,
Fixed Income and Short-Term Reserves Portfolios in 1993.

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

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. Mr. Hintze assumed the
responsibility for managing the Fixed Income and Short Term Reserves Portfo-
lios in 1996.

28
<PAGE>

Under Investment Advisory Agreements dated as of September 27, 1989 and Oc-
tober 29, 1993, the Adviser manages the investment and reinvestment of the as-
sets of the Portfolios. The Adviser must adhere to the stated investment ob-
jectives and policies of the Portfolios, and is subject to the control and su-
pervision of the Fund's Board of Directors.

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

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

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios to reduce expense
ratios. As of the date of this Prospectus, the Adviser has agreed to keep the
Fixed Income, the Short-Term Reserves and the Equity Portfolios Institutional
Class Shares from exceeding 0.75%, 0.50% and 0.90% respectively, of average
daily net assets. The Fund will not reimburse the Adviser for any advisory
fees that are waived or Portfolio expenses that the Adviser may bear on behalf
of a Portfolio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. 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. 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 arrangements are in ef-
fect, they are made generally available to all qualified service providers.

29
<PAGE>

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of equity accounts of clients of the Adviser. These ac-
counts have the same investment objective as the Equity Portfolio, and were
managed using substantially similar, though not in all cases identical, in-
vestment strategies and techniques as those contemplated for use by the Ad-
viser in managing the Equity Portfolio. The investment returns of the Portfo-
lio may differ from those of the separately managed accounts because such sep-
arately managed accounts may have fees and expenses that differ from those of
the Portfolio. Further, the separately managed accounts are not subject to in-
vestment limitations, diversification requirements, and other restrictions im-
posed by the 1940 Act and Internal Revenue Code; such conditions, if applica-
ble, may have lowered the returns for the separately managed accounts. The re-
sults presented are not intended to predict or suggest the return to be expe-
rienced by the Portfolio or the return an investor might achieve by investing
in the Portfolio.

TOTAL ANNUALIZED RETURN FOR VARIOUS PERIODS ENDED DECEMBER 31, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
INSTITUTIONAL S&P
EQUITY ACCOUNTS 500 INDEX
--------------- ---------
<S> <C> <C>
One-year period.................................... 21.2% 23.1%
Five-year period................................... 12.7% 15.2%
Ten-year period.................................... 17.0% 15.3%
Fifteen-year period*............................... 19.7% 16.8%
</TABLE>
- -----------
* Inception of performance record

1. Equity performance results reflect a blending of 95% of the actual re-
turn from the equity only portion of Sirach Capital Management's Eq-
uity Composite with 5% of the return of the Salomon Brothers 3 Month
Treasury Bill rate. Results are based on the actual performance of an
asset weighted composite of fully discretionary, non-restricted,
unleveraged accounts. The composite totaled $1.896 billion as of
12/31/96.

2. The S&P 500 is an unmanaged index composite of 400 industrial, 40 fi-
nancial, 40 utilities and 20 transportation stocks, which assumes re-
investment of dividends and is generally considered representative of
U.S. large capitalization stocks.

30
<PAGE>

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministrative, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its Portfolios. 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 April
15, 1996. CGFSC is located at 73 Tremont Street, Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Growth Portfolio....................................................... 0.04%
Special Equity Portfolio............................................... 0.04%
Strategic Balanced Portfolio........................................... 0.06%
Fixed Income Portfolio................................................. 0.04%
Short-Term Reserves Portfolio.......................................... 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset Man-
agement Corporation, with its principal office located at 211 Congress Street,
Boston, MA 02110, distributes shares of the Fund. Under the Distribution
Agreement (the "Agreement"), the Distributor, as agent of the Fund, agrees to
use its best efforts as sole distributor of Fund shares. The Distributor does
not receive any fee or other compensation under the Agreement with respect to
the Institutional

31
<PAGE>

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
Agreement 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

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized 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."

32
<PAGE>

stock and to classify or reclassify any unissued shares without further action
by shareholders. At its discretion, the Board of Directors may create addi-
tional 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.

As of December 6, 1996, the South Alaska Carpenters Defined Contribution
Pension Plan, Anchorage, AK held of record 43% of the outstanding shares of
the Short-Term Reserves Portfolio Institutional Class Shares; Ciri Foundation,
Anchorage, AK held of record 25.8% of the outstanding shares of the Fixed In-
come Portfolio; and U.S. Bank of Washington, NA, Trustee, Lane Powell Spears
Lubersky, Seattle, WA held of record 67% of the outstanding shares of the Eq-
uity Portfolio for which beneficial ownership is disclaimed or presumed dis-
claimed. 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) that Portfolio. As a result, these persons or organizations could
have the ability to vote a majority on any matter requiring approval by share-
holders of the Portfolio.

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 Portfolios is available upon request by contacting the UAM
Funds Service Center.

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

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

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

33
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

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.

34
<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
MJI International Equity Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee U.S. Government Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

35
<PAGE>

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

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

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The Sirach Portfolios

Institutional Service
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

UAM FUNDS

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

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

THE SIRACH PORTFOLIOS

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

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

PROSPECTUS -- JANUARY 3, 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 Strategic Balanced, Growth, Special Equity and Equity
Portfolios currently offer two separate classes of shares: Institutional Class
Shares and Institutional Service Class Shares ("Service Class Shares"). Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Service Class Shares bear fees pay-
able 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 DIS-
TRIBUTION PLANS.") The securities offered in this Prospectus are shares of the
Service Class of four diversified Portfolios of the Fund managed by Sirach
Capital Management, Inc.

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

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

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 January 3, 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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 7
Investment Policies........................................................ 7
Other Investment Policies.................................................. 11
Investment Limitations..................................................... 15
Purchase of Shares......................................................... 16
Redemption of Shares....................................................... 19
Service and Distribution Plans............................................. 21
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 24
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Adviser's Historical Performance........................................... 29
Administrative Services.................................................... 30
Distributor................................................................ 30
Portfolio Transactions..................................................... 31
General Information........................................................ 31
UAM Funds -- Service Class Shares.......................................... 34
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios' 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

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

<TABLE>
<CAPTION>
STRATEGIC SPECIAL
BALANCED GROWTH EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE CLASS SERVICE CLASS SERVICE CLASS SERVICE CLASS
SHARES SHARES SHARES SHARES
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment Advisory
Fees.................. 0.65% 0.65% 0.70% 0.65%**
Administrative Fees..... 0.18% 0.14% 0.14% 0.17%
12b-1 Fees (Including
Shareholder Servicing
Fees)+................ 0.25% 0.25% 0.25% 0.25%
Other Expenses.......... 0.12% 0.09%* 0.04% 0.17%**
Advisory Fees Waived.... N/A N/A N/A (0.09%)
---- ---- ---- -----
Total Operating
Expenses.............. 1.20%* 1.13%* 1.13%* 1.15%**
</TABLE>
- -----------
* The annualized Total Operating Expenses includes the effect of expense
offsets. If expense offsets were excluded, annualized Total Operating Ex-
penses of the Growth Portfolio Service Class Shares would be 1.14%, and
the annualized Total Operating Expenses of the Special Equity Portfolio
Service Class Shares would not differ. The Strategic Balanced and Equity
Service Class Portfolios are not yet operational.

1
<PAGE>

** The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise
payable by the Equity Portfolio, if necessary, in order to reduce expense
ratios. As of the date of this Prospectus, the Adviser has agreed to keep
the Equity Portfolio Institutional Class Shares from exceeding 1.15% 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 Equity 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 fees and expenses listed above are based on the
Growth and Special Equity's Portfolios' operations during the period from
March 22, 1996 (initial offering) to October 31, 1996, except that Administra-
tive Fees have been restated to reflect current fees. See "ADMINISTRATIVE
SERVICES" herein and in the SAI. The expenses and fees set forth above for the
Strategic Balanced and Equity Portfolios are based on estimates. For purposes
of calculating the fees set forth above, the table assumes that the Equity
Portfolio's average daily assets will be $50 million. It is estimated that
without waiving fees and assuming expense the Total Operating Expenses would
be 1.24% of the average net assets.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Strategic Balanced Portfolio Service Class
Shares.................................. $12 $38 * *
Growth Portfolio Service Class Shares..... $12 $36 $62 $137
Special Equity Portfolio Service Class
Shares.................................. $12 $36 $62 $137
Equity Portfolio Service Class Shares..... $12 $37 * *
</TABLE>
- -----------
* As the Strategic Balanced and Equity Portfolios' Service Class are not yet
operational, the Fund has not projected expenses beyond the three year pe-
riod shown.

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 six of the Fund's Port-
folios. The Adviser presently manages approximately $7 billion in assets for
institutional clients and high net worth individuals. (See "INVESTMENT ADVIS-
ER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $2,500. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. The
minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions to the initial or minimum investment amounts may be made by the officers
of the Fund. (See "PURCHASE OF SHARES.")

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

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

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the respective periods presented for the Portfolios' Serv-
ice Class Shares. This table is part of the Portfolio's Financial Statements,
which are included in the Portfolios' October 31, 1996 Annual Report to Share-
holders. The Annual Report has been incorporated into the Portfolio's SAI. The
Portfolio's October 31, 1996 Financial Statements have been audited by Price
Waterhouse LLP. Their unqualified opinion on the Financial Statements is also
incorporated into the Portfolio's SAI. The following information should be
read in conjunction with the Portfolio's October 31, 1996 Annual Report to
Shareholders.

<TABLE>
<CAPTION>
GROWTH PORTFOLIO
INSTITUTIONAL
SERVICE CLASS
-----------------
MARCH 22, 1996***
TO
OCTOBER 31, 1996
-----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $ 12.80
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................................... 0.07
Net Realized and Unrealized Gain (Loss).................... 1.19
-------
Total from Investment Operations......................... 1.26
-------
DISTRIBUTIONS
Net Investment Income...................................... (0.06)
-------
NET ASSET VALUE, END OF PERIOD............................... $ 14.00
=======
TOTAL RETURN................................................. 9.87%
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)...................... $14,437
Ratio of Expenses to Average Net Assets.................... 1.12%*
Ratio of Net Investment Income to Average Net Assets....... 0.72%*
Portfolio Turnover Rate.................................... 151%
Average Commission Rate#................................... $0.0600
-------
Ratio of Expenses to Average Net Assets Including Expense
Offsets.................................................. 1.11%*
-------
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
*** Initial offering of Institutional Service Class Shares.
# Beginning with fiscal year 1996, a portfolio is required to disclose the
average commission rate per share it paid for portfolio trades on which
commissions were charged during the period.

5
<PAGE>

<TABLE>
<CAPTION>
SPECIAL EQUITY
INSTITUTIONAL
SERVICE CLASS
----------------
MARCH 22, 1996**
TO
OCTOBER 31, 1996
----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................... $ 16.54
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................................ (0.01)
Net Realized and Unrealized Gain (Loss)..................... 1.44
-------
Total from Investment Operations.......................... 1.43
-------
DISTRIBUTIONS
Net Investment Income....................................... --
Net Realized Gain........................................... --
-------
Total Distributions....................................... --
NET ASSET VALUE, END OF PERIOD................................ $ 17.97
=======
TOTAL RETURN.................................................. 8.65%
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....................... $ 1,007
Ratio of Expenses to Average Net Assets..................... 1.12%*
Ratio of Net Investment Income (Loss) to Average Net
Assets.................................................... (0.64)%*
Portfolio Turnover Rate..................................... 129%
Average Commission Rate#.................................... $0.0590
-------
Ratio of Expenses to Average Net Assets Including Expense
Offsets................................................... 1.12%*
-------
</TABLE>
- -----------
* Annualized.
** Initial offering of Institutional Service Class Shares.
# Beginning with fiscal year 1996, a portfolio is required to disclose the
average commission rate per share it paid for portfolio trades on which
commissions were charged during the period.

6
<PAGE>

INVESTMENT OBJECTIVES

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide long-
term capital growth consistent with reasonable risk to principal by investing,
under normal circumstances at least 90% of its total assets in common stocks
of companies that offer long-term growth potential. As described below, growth
potential is measured by the Adviser's "ranking" system.

There can be no assurance that the Portfolios will achieve their stated
objective.

INVESTMENT POLICIES

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

7
<PAGE>

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

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

Regardless of the rating category, credit quality of bonds in such ratings
categories can change suddenly and unexpectedly, and even recently-issued
credit ratings may not fully reflect the actual risks posed by a particular
security. For these reasons, it is the Portfolio's policy not to rely primar-
ily 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 fixed income portion 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 and du-
ration will range between eight and twelve years and four and six years, re-
spectively. Over a complete market cycle, the average maturity and duration
will, on average, equal the general market.

8
<PAGE>

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

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

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

9
<PAGE>

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

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

It is anticipated that under normal circumstances, cash reserves will repre-
sent less than 20% of the Portfolio's assets. For temporary defensive purpos-
es, however, the Portfolio may reduce its holdings of equity securities and
increase, up to 100%, its holdings in short-term investments.

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

10
<PAGE>

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

The security selection process for the Portfolio will focus on those compa-
nies that rank high on the Adviser's proprietary ranking system. The ranking
system consists of five buying tests that are ranked according to decile. The
Adviser believes that companies that possess a higher "ranking score" are
likely to provide superior rates of return over an extended period of time
relative to the stock market in general. The components of the ranking system
include past earnings per share growth rates, earnings acceleration, prospec-
tive earnings "surprise" probabilities, relative price strength and cash rein-
vestment rates. The Adviser screens a universe of approximately 4,000 compa-
nies to identify potentially attractive securities. The list of potential in-
vestments is narrowed further by the use of traditional fundamental security
analysis. The Adviser focuses particular attention on those companies whose
recent earnings have exceeded consensus expectations.

OTHER INVESTMENT POLICIES

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the

11
<PAGE>

Adviser, of an investment quality comparable with other debt securities which
may be purchased by each Portfolio.

12
<PAGE>

LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain transac-
tions. A Portfolio will not loan portfolio securities to the extent that
greater than one-third of its assets at fair market value, would be committed
to loans. By lending its investment securities, a Portfolio attempts to 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. A Portfolio may
lend its investment securities to qualified brokers, dealers, domestic and
foreign banks or other financial institutions, so long as the terms, the
structure and the aggregate amount of such loans are not inconsistent with the
Investment Company Act of 1940, as amended. All relevant facts and circum-
stances, including the creditworthiness of the broker, dealer or institution,
will be considered in making decisions with respect to the lending of securi-
ties, 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
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

13
<PAGE>

PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover rate for the Portfolios
will not exceed 150%. 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 Portfolios will not normally engage in short-term trad-
ing, but each reserves the right to do so. The tables set forth in "Financial
Highlights" present the Portfolios' historical portfolio turnover rates.

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 Portfolio's investment policies and re-
strictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition,

14
<PAGE>

with respect to certain foreign countries, there is the possibility of expro-
priation or confiscatory taxation, political or social instability, or diplo-
matic developments which could affect U.S. investments in those countries.

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

INVESTMENT LIMITATIONS

Each Portfolio will not:

(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;

15
<PAGE>

will not exceed 10% of the Portfolio's total assets), and (ii) by
lending its portfolio securities to banks, brokers, dealers and other
financial institutions so long as such loans are not inconsistent with
the 1940 Act or the Rules and Regulations or interpretations of the
SEC thereunder;

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

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

PURCHASE OF SHARES

Shares of each 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 "VALUA-
TION OF SHARES.") The minimum initial investment required is $2,500. The mini-
mum initial investment for IRA accounts is $500. The minimum initial invest-
ment for spousal IRA accounts is $250. Certain exceptions may be made by the
officers of the Fund.

The Portfolios issue 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

16
<PAGE>

voting rights with respect to the Rule 12b-1 Distribution Plan pursuant to
which the distribution fee may be paid. The two classes have different ex-
change privileges. (See "EXCHANGE PRIVILEGE") The net income attributable to
Service Class Shares and the dividends payable on Service Class Shares will be
reduced by the amount of the shareholder servicing and distribution fees; ac-
cordingly, the net asset value of the Service Class Shares will be reduced by
such amount to the extent the Portfolio has undistributed net income.

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

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

17
<PAGE>

BY WIRE

.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

18
<PAGE>

purchase orders when, in the judgment of management, such suspension or rejec-
tion 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 issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.

The Fund will not accept securities in exchange for shares of a 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);

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any 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.

19
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. 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:

. redemption of certificated shares by telephone.

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.

20
<PAGE>

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.

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.

SERVICE AND DISTRIBUTION PLANS

21
<PAGE>

payments are borne exclusively by the Service Class Shares. Each item for
which a payment may be made under the Service Plan constitutes personal serv-
ice 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 herein.

Servicing may include assisting clients in changing dividend options, ac-
count designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and record; 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 accounts serviced by the Service Agent; arrang-
ing 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 regula-
tion.

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 acting as a transfer
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.

22
<PAGE>

not making any payments under the Distribution Plan. Upon implementation, the
Distribution Plan would permit payments to the Distributor, broker-dealers,
other financial institutions, sales representatives or other third parties who
render promotional and distribution services, for items such as advertising
expenses, selling expenses, commissions or travel reasonably intended to re-
sult 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 amounts and purposes of expenditures under the Plans must be reported to
the12b-1 Directors quarterly. The amounts allowable under the Plans for each
Class of Shares of the Portfolios are also limited under certain rules of the
National Association of Securities Dealers, Inc.

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

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 each 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.

23
<PAGE>

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 each 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 each Portfolio is determined as of the
close of the NYSE on each day that the NYSE is open for business.

24
<PAGE>

60 days or less are valued at amortized cost when the Board of Directors de-
termines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

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

25
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

Dividends declared in October and November to shareholders of record 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, provided that the
dividends are paid before February of the following year.

Dividends declared in December will be deemed to have been paid by the Fund
and received by shareholders on the record date provided that the dividends
are paid before February 1 of the following year.

The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains distributions, and redemptions)
paid to shareholders who have not complied with IRS taxpayer identification
regulations. In order to avoid this withholding requirement, you must certify
that your Social

26
<PAGE>

Security or Taxpayer Identification Number 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.

INVESTMENT ADVISER

The investment adviser to the Portfolios, Sirach Capital Management, Inc.,
is a Washington corporation whose predecessor was formed in 1970 and is lo-
cated at 3323 One Union Square, Seattle, Washington 98101. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation and provides
investment management services to corporations, pension and profit-sharing
plans, 401(k) and thrift plans, trusts, estates and other institutions and in-
dividuals. As of the date of this Prospectus, the Adviser had approximately $7
billion in assets under management. For further information on Sirach Capital
Management, Inc.'s investment services, please call (206) 624-3800.

STRATEGIC BALANCED PORTFOLIO -- George B. Kauffman and Stephen J. Roma-
no;

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

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

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

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

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

27
<PAGE>

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

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

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

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

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

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise pay-
able by the Portfolios, if necessary, in order to reduce expense ratios. As of
the date of this Prospectus, the Adviser has agreed to keep the Equity Portfo-
lio Institutional Service Class Shares from exceeding 1.15%, of average daily
net assets. The Fund will not reimburse the Adviser for any advisory fees that
are waived or Portfolio expenses that the Adviser may bear on behalf of a
Portfolio for a given fiscal year.

In addition, the Adviser may compensate its affiliated companies for refer-
ring investors to the Portfolios. The Distributor, UAM, the Adviser, or any of
their affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other serv-
ices performed

28
<PAGE>

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.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of equity accounts of clients of the Adviser. These ac-
counts have the same investment objective as the Equity Portfolio, and were
managed using substantially similar, though not in all cases identical, in-
vestment strategies and techniques as those contemplated for use by the Ad-
viser in managing the Equity 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.

TOTAL ANNUALIZED RETURN FOR VARIOUS PERIODS ENDED DECEMBER 31, 1996
(UNAUDITED)

1. Equity performance results reflect a blending of 95% of the actual return
from the equity only portion of Sirach Capital Management's Equity Compos-
ite with 5% of the return of the Salomon Brothers 3 Month Treasury Bill
rate. Results are based on the actual performance of an asset weighted com-
posite of fully discretionary, non-restricted, unleveraged accounts. The
composite totaled $1.896 billion as of 12/31/96.

2. The S&P 500 is an unmanaged index composite of 400 industrial, 40 finan-
cial, 40 utilities and 20 transportation stocks, which assumes reinvestment
of dividends and is generally considered representative of U.S. large capi-
talization stocks.

29
<PAGE>

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Strategic Balanced Portfolio........................................... 0.06%
Growth Portfolio....................................................... 0.04%
Special Equity Portfolio............................................... 0.04%
Equity Portfolio....................................................... 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

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

30
<PAGE>

approved at least annually by the Fund's Board of Directors, including a ma-
jority 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 Agreement authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each of the Fund's Portfolios. The Agreement directs the Adviser to use its
best efforts to obtain the best available price and most favorable execution
for all transactions of the Portfolios. If consistent with the interests of
the Portfolios, the Adviser may select brokers on the basis of the research,
statistical and pricing services they provide to the Portfolios. 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 commis-
sions 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.

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

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.

31
<PAGE>

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

As of December 6, 1996, Hartnat & Co., Rochester, NY held of record 37.4% of
the outstanding shares of Sirach Growth Portfolio Service Class Shares and
75.5% of Sirach Special Equity Portfolio Service Class Shares for which owner-
ship is disclaimed or presumed disclaimed. The persons or organizations owning
25% or more of the outstanding shares of a Portfolio may be presumed to "con-
trol" (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 sharehold-
ers of such Portfolio. 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, may bear
expenses related to the distribution of such shares and have exclusive voting
rights with respect to matters relating to such distribution expenditures.

Both Institutional Class and Service Class Shares represent an interest in
the same assets of a Portfolio. Service Class Shares bear certain expenses re-
lated to shareholder servicing and may bear expenses related to the distribu-
tion of such shares, and have exclusive voting rights with respect to matters
relating to such distribution expenditures. For information about the Institu-
tional Class Shares of the Portfolios contact the UAM Funds Service Center.

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.

32
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Cen-
ter.

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.

33
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES
BHM&S Total Return Bond Portfolio
FPA Crescent Fund
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

34
<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

January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

Sterling Partners'
Portfolios

Institutional
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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

STERLING PARTNERS' PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: STERLING CAPITAL MANAGEMENT COMPANY

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

PROSPECTUS -- JANUARY 3, 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. Certain Portfolios currently offer two separate classes of shares:
Institutional Class Shares and Institutional Service Class Shares ("Service
Class Shares"). The securities offered in this Prospectus are Institutional
Class Shares of four diversified, no-load Portfolios of the Fund managed by
Sterling Capital Management Company.

STERLING PARTNERS' BALANCED PORTFOLIO. The objective of the Sterling Part-
ners' Balanced Portfolio ("Balanced Portfolio") is to provide maximum long-
term total return consistent with reasonable risk to principal, by investing
in a balanced portfolio of common stocks and fixed income securities.

STERLING PARTNERS' EQUITY PORTFOLIO. The objective of the Sterling Partners'
Equity Portfolio ("Equity Portfolio") is to provide maximum long-term total
return consistent with reasonable risk to principal, by investing primarily in
common stocks.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The objective of the Sterling
Partners' Small Cap Value Portfolio ("Small Cap Value Portfolio") is to pro-
vide maximum long-term total return consistent with reasonable risk to princi-
pal by investing primarily in equity securities of smaller companies, in terms
of market capitalization.

STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO. The objective of the
Sterling Partners' Short-Term Fixed Income Portfolio ("Short-Term Fixed Income
Portfolio") is to provide a high level of current income consistent with the
maintenance of principal and liquidity by investing primarily in investment
grade fixed income securities with an average weighted maturity between 1 and
3 years.

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

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 January 3, 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.

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

FUND EXPENSES

The following table illustrates expenses and fees an Institutional Class
shareholder of the Portfolios will incur. Transaction fees may be charged if a
broker-dealer or other financial intermediary deals with the Fund on your be-
half. (see "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SHORT-TERM SMALL CAP
BALANCED EQUITY FIXED INCOME VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS CLASS CLASS CLASS
SHARES SHARES SHARES SHARES
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales Load Imposed on
Purchases.............. NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends... NONE NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE NONE
Redemption Fees......... NONE NONE NONE NONE
Exchange Fees........... NONE NONE NONE NONE

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

<CAPTION>
SHORT-TERM SMALL CAP
BALANCED EQUITY FIXED INCOME VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS CLASS CLASS CLASS
SHARES SHARES SHARES SHARES
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment Advisory
Fees................... 0.75% 0.75% 0.50% 1.00%
Administrative Fees..... 0.19% 0.28% 0.37% 0.19%
12b-1 Fees.............. NONE NONE NONE NONE
Other Expenses.......... 0.11% 0.19% 0.26% 0.06%
Advisory Fees Waived.... -- (0.23)% (0.58)% --
---- ----- ----- ----
Total Operating Expenses
(After Fee Waivers).... 1.05%+ 0.99%*+ 0.55%*+ 1.25%
</TABLE>
- -----------
* Without the Adviser's fee waiver, annualized Total Operating Expenses of the
Equity and Short-Term Fixed Income Portfolios Institutional Class Shares for
the fiscal year ended October 31, 1996 would have been 1.22% and 1.13%, re-
spectively.
+ The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, annualized Total Operating Expenses
of the Balanced Portfolio Institutional Class Shares would be 1.06%. If ex-
pense offsets were excluded, annualized Total Operating Expenses of the Eq-
uity and Short-Term Fixed Income Portfolios Institutional Class Shares would
not differ. The Small Cap Value Portfolio has not yet begun operations.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios (if necessary) in
order to keep the expense ratios of (i) the Balanced Portfolio Institutional
Class Shares from

1
<PAGE>

exceeding 1.11% of its average daily net assets; (ii) the Equity Portfolio In-
stitutional Class Shares from exceeding 0.99% of its average daily net assets;
(iii) the Short-Term Fixed Income Portfolio Institutional Class Shares from
exceeding 0.55% of its average daily net assets; and (iv) the Small Cap Value
Portfolio Institutional Class Shares from exceeding 1.25% of its average daily
assets. The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfo-
lio for a given fiscal year.

The table above shows various fees and expenses an investor in the Institu-
tional Class Shares of the Portfolios would bear directly or indirectly. The
expenses and fees listed are based on the operations of the Balanced, Equity
and Short-Term Fixed Income Portfolios' Institutional Class Shares during the
fiscal year ended October 31, 1996, except that Administrative Fees have been
restated to reflect current fees. (See "ADMINISTRATIVE SERVICES" herein and in
the SAI.) The fees and expenses set forth above for the Sterling Partners'
Small Cap Value Institutional Class Shares are estimated amounts for its first
year of operations assuming average net assets of $25 million.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class
Shares....................................... $11 $33 $58 $128
Equity Portfolio Institutional Class Shares... $10 $32 $55 $121
Short-Term Fixed Income Portfolio Institu-
tional Class Shares.......................... $ 6 $18 $31 $ 69
Small Cap Value Portfolio Institutional Class
Shares....................................... $13 $40 * *
</TABLE>
- -----------
* As the Small Cap Value Portfolio Institutional Class is not yet operational,
the Fund has not projected expenses beyond the three year period shown.

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
Sterling Capital Management Inc. (the "Adviser"), an investment counseling
firm founded in 1970, is the investment adviser to the Fund's Sterling Part-
ners' Portfolios. The Adviser currently manages over $1.6 billion in assets
for institutional clients and high net worth individuals. (See "INVESTMENT AD-
VISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"). The shares are available to investors at net asset value
without a sales commission. Shares can be purchased by sending investments di-
rectly to the Fund. The minimum initial investment for the Institutional Class
Shares 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.")

REDEMPTIONS AND EXCHANGES
Shares of each Portfolio may be redeemed without cost at any time, 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.")

3
<PAGE>

RISK FACTORS

4
<PAGE>

STERLING INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables show selected per share information for a share out-
standing throughout each period presented for the Balanced, Equity and Short-
Term Fixed Income Portfolios' Institutional Class Shares. These tables are
part of the Portfolios' Financial Statements, which are in the Portfolios' Oc-
tober 31, 1996 Annual Report to Shareholders. The Financial Statements are in-
corporated into the Portfolios' SAI. The Portfolios' October 31, 1996 Finan-
cial Statements have been examined by Price Waterhouse LLP. Their unqualified
opinion on the October 31, 1996 Financial Statements is also incorporated into
the Portfolios' SAI. Please read the following information in conjunction with
the Portfolios' 1996 Annual Report to Shareholders.

STERLING PARTNERS' BALANCED PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
-------------------------------------------
MARCH 15,**
1991 TO
OCTOBER 31,
1991 1992 1993 1994 1995 1996
----------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 10.26 $ 10.71 $ 11.51 $ 11.13 $ 11.86
------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income... 0.22 0.37 0.34 0.32 0.46 0.34
Net Realized and
Unrealized Gain (Loss)
on Investments......... 0.23 0.50 0.94 (0.25) 1.04 1.38
------- ------- ------- ------- ------- -------
Total From Investment
Operations............ 0.45 0.87 1.28 0.07 1.50 1.72
------- ------- ------- ------- ------- -------
Distributions
Net Investment Income... (0.19) (0.37) (0.32) (0.32) (0.45) (0.36)
Net Realized Gain....... (0.00) (0.05) (0.16) (0.13) (0.32) (0.67)
------- ------- ------- ------- ------- -------
Total Distributions.... (0.19) (0.42) (0.48) (0.45) (0.77) (1.03)
------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 10.26 $ 10.71 $ 11.51 $ 11.13 $ 11.86 $ 12.55
======= ======= ======= ======= ======= =======
TOTAL RETURN............ 4.54% 8.65% 12.23% 0.66% 14.23% 15.52%
======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
NET ASSETS, END OF
PERIOD (THOUSANDS)..... $19,501 $39,129 $47,016 $64,673 $64,933 $58,691
Ratio of Expenses to
Average Net Assets..... 1.11%* 1.09% 0.99% 1.01% 0.96% 1.03%
Ratio of Net Investment
Income to Average Net
Assets................. 3.85%* 3.52% 3.08% 3.05% 3.96% 2.77%
Portfolio Turnover
Rate................... 40% 80% 49% 70% 130% 84%
Average Commission Rate
#...................... N/A N/A N/A N/A N/A $0.0684
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A 0.96% 1.02%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission per share it paid for trades
on which commissions were charged.

5
<PAGE>

STERLING PARTNERS' EQUITY PORTFOLIO
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
------------------------------------------
MARCH 15,**
1991 TO
OCTOBER 31, 1991 1992 1993 1994 1995 1996
---------------- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.00 $10.29 $ 11.01 $ 12.39 $ 12.54 $ 13.69
------ ------ ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income... 0.06 0.17 0.15 0.16 0.21 0.15
Net Realized and
Unrealized Gain on In-
vestments.............. 0.29 0.75 1.53 0.27 1.73 3.01
------ ------ ------- ------- ------- -------
Total from Investment
Operations............ 0.35 0.92 1.68 0.43 1.94 3.16
------ ------ ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income... (0.06) (0.16) (0.16) (0.15) (0.20) (0.16)
Net Realized Gain....... -- (0.04) (0.14) (0.13) (0.59) (0.97)
------ ------ ------- ------- ------- -------
Total Distributions.... (0.06) (0.20) (0.30) (0.28) (0.79) (1.13)
------ ------ ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $10.29 $11.01 $ 12.39 $ 12.54 $ 13.69 $ 15.72
====== ====== ======= ======= ======= =======
TOTAL RETURN+........... 3.51% 9.01% 15.46% 3.50% 16.61% 24.76%
====== ====== ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
NET ASSETS, END OF
PERIOD (THOUSANDS)..... $2,515 $9,725 $15,982 $23,352 $31,969 $32,943
Ratio of Expenses to
Average Net Assets..... 1.11%* 1.04% 0.93% 0.99% 1.00% 0.99%
Ratio of Net Investment
Income to Average Net
Assets................. 1.43%* 1.73% 1.30% 1.34% 1.64% 1.01%
Portfolio Turnover
Rate................... 24% 84% 55% 73% 135% 78%
Average Commission
Rate*.................. N/A N/A N/A N/A N/A $0.0687
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. N/A N/A $0.09 $0.06 $0.04 $0.03
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A N/A 0.99% 0.99%
</TABLE>
- -----------
* Annualized
** Commencement of Operations
+ Total return would have been lower if certain fees and expenses had not
been waived or assumed by the Adviser during the periods indicated.
# For the fiscal years beginning on or after September 1, 1995, a portfolio
is required to disclose the average commission rate per share it paid for
trades on which commissions were charged.

6
<PAGE>

STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
--------------------------
FEBRUARY 10,**
1992 TO
OCTOBER 31,
1992 1993 1994 1995 1996
-------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.00 $ 10.07 $ 10.12 $ 9.74 $ 9.96
------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income... 0.30 0.53 0.49 0.54 0.56
Net Realized and
Unrealized Gain on
Investments............ 0.07 0.06 (0.38) 0.23 (0.03)
------- ------- ------- ------- -------
Total From Investment
Operations............ 0.37 0.59 0.11 0.77 0.53
------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income... (0.30) (0.53)+ (0.48) (0.55) (0.55)
In Excess of Net Invest-
ment Income............ -- -- -- -- # (0.01)
Net Realized Gain....... -- (0.01) -- -- --
Return of Capital....... -- -- (0.01) -- --
Total Distributions.... (0.30) (0.54) (0.49) (0.55) (0.56)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 10.07 $ 10.12 $ 9.74 $ 9.96 $ 9.93
======= ======= ======= ======= =======
TOTAL RETURN++.......... 3.75% 5.98% 1.16% 8.16% 5.51%
======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
NET ASSETS, END OF
PERIOD (THOUSANDS)..... $12,101 $20,256 $24,382 $24,722 $22,717
RATIO OF EXPENSES TO
AVERAGE NET ASSETS+.... 0.50%* 0.50% 0.53% 0.55% 0.55%
RATIO OF NET INVESTMENT
INCOME TO AVERAGE NET
ASSETS................. 5.00%* 5.24% 5.00% 5.55% 5.66%
Portfolio Turnover
Rate................... 122% 78% 100% 58% 48%
Voluntarily Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $0.03 $0.05 $0.05 $0.04 $0.06
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ N/A N/A N/A 0.55% 0.55%
</TABLE>
- -----------
* Annualized
** Commencement of Operations

+ Because of the differences between book and tax basis accounting, approx-
imately $.025 of the Portfolio's distributions for the year ended October
31, 1993 were return of capital for Federal income tax purposes.

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

# Value is less than $0.01 per share.

7
<PAGE>

INVESTMENT OBJECTIVES

STERLING PARTNERS' BALANCED PORTFOLIO. The objective of the Balanced Portfo-
lio is to provide maximum long-term return consistent with reasonable risk to
principal, by investing in a balanced portfolio of common stocks and fixed in-
come securities. A typical asset mix for the Portfolio is expected to be 60%
in equities and 40% in fixed income securities and cash. The total return on
the Portfolio will consist of both capital appreciation and income, with the
relative proportions depending upon the underlying asset mix as well as spe-
cific security holdings.

STERLING PARTNERS' EQUITY PORTFOLIO. The objective of the Equity Portfolio
is to provide maximum long-term total return consistent with reasonable risk
to principal, by investing primarily in common stocks. The Portfolio may also
invest in other equity-related securities such as preferred stocks, convert-
ible preferred stocks, convertible bonds, options, futures, rights and war-
rants.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The objective of the Small Cap
Value Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal by investing primarily in equity securities of
smaller companies, in terms of market capitalization. The equity securities in
which the Portfolio may invest consist of common stocks (both domestic and in-
ternational) preferred stocks, convertible bonds, distressed bonds with a high
likelihood of future equity conversion, options, futures, rights and warrants.

STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO. The objective of the
Short-Term Fixed Income Portfolio is to provide investors with a high level of
current income consistent with the maintenance of principal and liquidity by
investing primarily in investment grade fixed income securities with an aver-
age weighted maturity between 1 and 3 years. Investments in this Portfolio
represent a middle ground between the risk associated with short-term money
market accounts and longer term bond funds. Investors in this Portfolio seek
incremental returns to money market accounts but do not want the down side ex-
posure to longer term bond funds in a risky rate environment.

INVESTMENT POLICIES

STERLING PARTNERS' BALANCED PORTFOLIO. The Balanced Portfolio incorporates
within a single investment vehicle the two investment disciplines employed by
the Adviser. The first discipline provides for stock selection; and the second
chooses among fixed income securities, including coupon bonds, zero coupon
bonds and cash equivalents. A targeted asset mix for the Portfolio is expected
to be 60% in equities and, 40% in fixed income securities and cash. However,
at least 25% of the Portfolio's total assets will always be invested in fixed
income senior securities, including debt securities and preferred stocks.

8
<PAGE>

Individual equity securities are selected using approaches identical to
those described below for the Equity Portfolio. Simply stated, the Adviser's
stock selection is designed to identify equities priced at a discount from the
estimated value of their underlying businesses.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stocks in the Portfolio will have a market capitaliza-
tion in excess of $500 million at the time of purchase, and the Adviser will
strive to maintain an average market capitalization in excess of $10 billion.
This further ensures the quality and stability of the Portfolio.

The fixed income portion of the Portfolio will be invested primarily in in-
vestment grade securities of varying maturities. These include securities of
the U.S. Government and its agencies, corporate bonds, mortgage-backed securi-
ties, asset-backed securities, and various short-term instruments such as com-
mercial paper, U.S. Treasury bills, and certificates of deposit.

Within the Portfolio, fixed income investments are regarded as opportunities
for capital appreciation, as a source of liquidity and as a means to reduce
overall portfolio volatility. The management of the fixed income segment con-
sists of three important steps. First, the Adviser uses proprietary analytical
tools to manage the interest rate risk of the Portfolio. After arriving at an
appropriate average maturity for the Portfolio, the Adviser uses a "top down"
approach to select the most attractively valued sectors for the fixed income
investments. Finally, the Adviser analyzes the spectrum of the yield curve to
identify the most desirable maturities at which to invest the Portfolio. The
Adviser's fixed income strategy emphasizes quality and capital preservation.

STERLING PARTNERS' EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve
its objective by investing under normal circumstances, at least 65% of its to-
tal assets in common stocks. The Portfolio may also invest in other equity re-
lated securities such as preferred stocks, convertible preferred stocks, con-
vertible bonds, options, futures, rights, and warrants. However, at all times,
the Portfolio's primary interest will be direct ownership of common equity
stocks. It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets (generally less than 10%).

The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As
such, the Adviser approaches each investment as a businessman would approach a
private transaction. All factors relevant to the worth of an ongoing business
are examined using traditional fundamental securities analysis. Such factors
include balance sheet quality, normalized earnings power, industry stability,
capital intensity, reinvest-

9
<PAGE>

ment opportunities, and management talent. This "businessman's approach" is
designed to result in a high quality portfolio.

The Adviser's sell discipline is as important as its buy discipline. For ev-
ery stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to dem-
onstrate fundamental progress in keeping with the original thesis are sold.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stocks will have a market capitalization in excess of
$500 million at the time of purchase, and the Adviser will strive to maintain
an average market capitalization in excess of $10 billion. This further en-
sures the quality and stability of the Portfolio.

Another important aspect of the Adviser's approach is an emphasis on diver-
sification across a wide range of industries. It divides the S&P 500 into in-
dustry groupings, and uses the groupings as a comparison yardstick for the
Portfolio. The Adviser's policies seek to ensure a healthy representation
within each sector. The result is that volatility may be controlled within an
acceptable range.

The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such pur-
chases will be American Depository Receipts ("ADRs") which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio assets. Most ADRs are traded on a U.S. stock ex-
change. Issuers of unsponsored ADRs are not continually obligated to disclose
material information in the U.S. and therefore, there may not be a correlation
between such information and the market value of the unsponsored ADR.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The Sterling Partners' Small
Cap Value Portfolio seeks to achieve its objective by investing under normal
circumstances, at least 65% of its total assets in equity securities of small
companies, which consist of market capitalizations of $1 billion or less. The
Portfolio may invest in both domestic and international common stocks, pre-
ferred stocks, convertible preferred stocks, convertible bonds, distressed
bonds with a high likelihood of future equity conversion, options, futures,
rights and warrants. It is anticipated that cash reserves will represent a
relatively small percentage of the Portfolio's assets (generally less than
10%).

Small capitalization stocks have historically been more volatile in price
than the larger capitalization stocks. Among the reasons for the greater price
volatility

10
<PAGE>

of these securities are the less certain growth prospects of smaller firms,
the lower degree of liquidity in the markets for such stocks, and small com-
pany stocks also may, to a degree, fluctuate independently of larger company
stocks. Small company stocks may decline in price as large company stocks
rise, or rise in price as large company stocks decline. Small capitalization
stocks may have many of the characteristics of securities of new or unseasoned
companies.

The Adviser's sell discipline is as important as its buy discipline. For ev-
ery stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms is
reviewed against a pre-written outline, and those which fail to demonstrate
fundamental progress in keeping with the original thesis are sold.

The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.

STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO. The Short-Term Fixed
Income Portfolio seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in the following fixed income
instruments:

(1) Short-term and intermediate-term corporate debt securities rated A or
better by Moody's Investors Service, Inc. ("Moody's") or by Standard &
Poor's Corporation ("S&P");

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

(3) Bank obligations, including certificates of deposit and bankers' ac-
ceptances;

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

(5) Repurchase agreements collateralized by these securities.

11
<PAGE>

In an effort to minimize fluctuations in market value, the Short-Term Fixed
Income Portfolio is expected to maintain an average weighted maturity between
1 and 3 years. The Short-Term Fixed Income Portfolio may also hold securities
of foreign issuers provided such securities are denominated in U.S. dollars,
and may invest in bond (interest rate) futures and options to a limited ex-
tent. (See "OTHER INVESTMENT POLICIES" for a description of these and other
investment practices of the Portfolio.)

With respect to the Balanced and Short-Term Fixed Income Portfolios, the Ad-
viser reserves the right to retain securities which are downgraded by either
Moody's or S&P or both, if in the Adviser's judgement, considering market con-
ditions, the retention of such securities is warranted.

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 Portfolios may invest a por-
tion of their assets in domestic and foreign money market instruments includ-
ing certificates of deposit, bankers' acceptances, time deposits, U.S. Govern-
ment obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corpo-
ration or Prime-1 or Prime-2 by Moody's Investors Service, Inc. 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 a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

12
<PAGE>

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 UAM Funds' DSI Money Market Portfolio (See "INVESTMENT
COMPANIES").

AMERICAN DEPOSITARY RECEIPTS

ADRs are depositary receipts typically used by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign corpora-
tion. Generally, ADR's in registered form are designed for use in the U.S. se-
curities market and ADRs in bearer form are designed for use in securities
markets outside the United States. ADRs may not necessarily be denominated in
the same currency as the underlying securities into which they may be convert-
ed. ADRs may be issued pursuant to sponsored or unsponsored programs. In spon-
sored programs, an issuer has made arrangements to have its securities traded
in the form of depositary receipts. In unsponsored programs, the issuer may
not be directly involved in the creation of the program. Although regulatory
requirements with respect to sponsored and unsponsored programs are generally
similar, in some cases it may be easier to obtain financial information from
an issuer that has participated in the creation of a sponsored program. Ac-
cordingly, there may be less information available regarding issuers of secu-
rities underlying unsponsored programs and there may not be a correlation be-
tween such information and the market value of the depositary receipts. ADRs
also involve the risks of other investments in foreign securities, as dis-
cussed in the Prospectus. For purposes of the Equity Portfolio's investment
policies, the Portfolio's investments in depositary receipts will be deemed to
be investments in the underlying securities.

REPURCHASE AGREEMENTS
Each 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 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 default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived per-

13
<PAGE>

mission 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 trans-
action costs and earn higher rates of interest on joint repurchase agreements.
Each Portfolio's contribution would determine its return from a joint repur-
chase agreement. (See "SHORT TERM INVESTMENTS.")

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices--not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover rate for the Small Cap Value Portfolio will not exceed
100%. The Portfolios will not normally engage in short-term trading but each
reserves the right to do so.

The Short-Term Fixed Income Portfolio may have a high portfolio turnover
rate due to the short maturities of the securities purchased. However, this
high turnover rate should not increase the Portfolio's cost since brokerage
commissions are not normally charged on the purchase or sale of fixed income
securities. In addition to Portfolio trading costs, higher rates of portfolio
turnover may result in the realization of capital gains. (See "DIVIDENDS, CAP-
ITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.) The tables
set forth in "FINANCIAL HIGHLIGHTS" present the Portfolios' historical portfo-
lio turnover rates.

INVESTMENT COMPANIES
Each Portfolio reserves the right to invest up to 10% of its total assets,
calculated at the time of investment, in the securities of other open-end or
closed-end

14
<PAGE>

The Fund has received permission from the SEC to allow each of its Portfo-
lios 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 provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested and to reduce transaction costs, the Bal-
anced Portfolio may invest in stock and bond futures and interest rate futures
contracts; the Equity and the Small Cap Value Portfolios may invest in stock
futures and options; and the Short-Term Fixed Income Portfolio may invest in
bond, bond index, and interest rate futures and options thereon. Because
transaction costs associated with futures and options may be lower than the
costs of investing in stocks and bonds directly, it is expected that the use
of index futures and options to facilitate cash flows may reduce a Portfolio's
overall transaction costs. Each Portfolio may enter into futures contracts
provided that not more than 5% of the Portfolio's assets are required as a
margin deposit to secure obligations under such contracts. A Portfolio will
engage in futures and options transactions for hedging purposes only.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market.

15
<PAGE>

the Fund's Board of Directors, the Adviser determines the liquidity of such
investments by considering all relevant factors. Provided that a dealer or in-
stitutional trading market in such securities exists, these restricted securi-
ties are not treated as illiquid securities for purposes of a Portfolio's in-
vestment limitations. A Portfolio will invest no more than 10% of its net as-
sets in illiquid securities. The prices realized from the sales of these secu-
rities could be less than those originally paid by the Portfolio or less than
what would be considered the fair value of such securities.

INVESTMENT LIMITATIONS

A Portfolio will not:

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

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

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

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

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

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of

16
<PAGE>

the outstanding shares of each Portfolio of the Fund. If a percentage limita-
tion on investment or utilization of assets as set forth above is adhered to
at the time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolio's assets will not be con-
sidered a violation of the restriction.

PURCHASE OF SHARES

Shares of each 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 IRA accounts
is $500. The minimum initial investment for spousal IRA accounts is $250. Cer-
tain exceptions may be made by the officers of 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 their busi-
ness 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 Portfo-
lio 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.

17
<PAGE>

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it together with a check made pay-
able 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

. 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 Registration)_______
(Your Account Number)_______
(Wire Control Number)_______

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 are identified on the check or wire. Prior to wiring
additional investments, notify the UAM Funds Service Center by calling the
number on the cover of this Prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

18
<PAGE>

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

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);

19
<PAGE>

REDEMPTION OF SHARES

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

BY MAIL
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 registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension 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 Applica-
tion; 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);

. redemption of certificated shares by telephone.

20
<PAGE>

requests. The Fund or Sub-Transfer Agent may be liable for any losses due to
unauthorized or fraudulent telephone instructions if the Fund or 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 ex-
pense for following instructions received by telephone that it reasonably be-
lieves 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.

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.

SHAREHOLDER SERVICES

21
<PAGE>

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 ex-
change into another UAM Funds Portfolio is a sale of shares and may result in
a gain or loss for income tax purposes. The Fund may modify or terminate the
exchange privilege at any time.

VALUATION OF SHARES

22
<PAGE>

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.

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

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

23
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each 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, each Portfolio will normally distribute them
annually. All dividends and capital gains distributions will be automatically
reinvested in additional shares of each Portfolio unless the Fund is notified
in writing that the shareholder elects to receive the distributions in cash.

24
<PAGE>

INVESTMENT ADVISER

Sterling Capital Management Company is a North Carolina corporation formed
in 1970 and located at One First Union Center, 301 S. College Street, Suite
3200, Charlotte, NC 28202. The Adviser is a wholly-owned subsidiary of United
Asset Management Corporation ("UAM") and provides investment management serv-
ices to corporations, pension and profit-sharing plans, trusts, estates and
other institutions and individuals. The Adviser currently has over $1.6 bil-
lion in assets under management.

Since 1982, the Adviser has been involved with the distribution of the North
Carolina Capital Management Trust, which consists of two portfolios, a bond
fund and a money market mutual fund offered exclusively to public units in the
state, the first such fund to be registered with the SEC. As of December 31,
1995, the asset value of this fund was approximately $1.9 billion.

An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments.

Under Investment Advisory Agreements with the Fund, dated as of March 8,
1991, November 25, 1991 and January 2, 1997, the Adviser manages the invest-
ment and reinvestment of the assets of the Portfolios. The Adviser must adhere
to the stated investment objectives and policies of the Portfolios, and is
subject to the control and supervision of the Fund's Board of Directors.

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

<TABLE>
<S> <C>
Balanced Portfolio..................................................... 0.75%
Equity Portfolio....................................................... 0.75%
Small Cap Value Portfolio.............................................. 1.00%
Short-Term Fixed Income Portfolio...................................... 0.50%
</TABLE>

The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios' Institutional Class Shares from exceeding the following percentage
of each Portfolio's average daily net assets:

<TABLE>
<S> <C>
Balanced Portfolio..................................................... 1.11%
Equity Portfolio....................................................... 0.99%
Small Cap Value Portfolio.............................................. 1.25%
Short-Term Fixed Income Portfolio...................................... 0.55%
</TABLE>

The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfo-
lio for a given fiscal year.

25
<PAGE>

shareholder servicing, record-keeping and/or other services performed with re-
spect to the Fund, a Portfolio or any Class of Shares of a Portfolio. Payments
made for any of these purposes may be made from the paying entity's 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 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 other shareholder services and receives from such entities .15 of
1% of the daily net asset value of Institutional Class Shares held by Smith
Barney's eligible customer accounts 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 the Administrator.

The Adviser and the Distributor deal with one Service Agent,
Interstate/Johnson Lane, which provides marketing and shareholders services.
In the first year of investment, the Adviser pays the Service Agent amounts
which represent up to 50% of the advisory fee payable from Institutional Class
Shares assets held by eligible customer accounts (without regard to any ex-
pense limitation in effect at that time). The fee rate declines in the second,
third and fourth years.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser per-
taining to a separately managed account of the Adviser that is managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Small Cap Value Portfolio. The performance
data for the managed account is net of all fees and expenses. The investment
returns of the Portfolio may differ from those of the separately managed ac-
count because such separately managed account may have fees and expenses that
differ from those of the Portfolio. Further, the separately managed account is
not subject to investment limitations, diversification requirements, and other
restrictions imposed by the 1940 Act and Internal Revenue Code; such condi-
tions, if applicable, may have lowered the returns for the separately managed
account. The results presented are not intended to predict or suggest the re-
turn to be experienced by the Portfolio or the return an investor might
achieve by investing in the Portfolio.

STERLING CAPITAL MANAGEMENT SMALL CAP ACCOUNT RETURNS
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
ADVISER RUSSELL 2000
YEAR TO DATE ------- ------------
<S> <C> <C>
(January 1996*--September 1996)......................... 19.52% 10.74%
Value of $1 invested during 1996........................ $ 1.195 $ 1.107
</TABLE>
- -----------
* The Adviser began managing a separately managed account using its Small Cap
style in January 1996.

26
<PAGE>

Notes:
1.The annualized return is calculated from monthly data, allowing for com-
pounding. The formula used is in accordance with the acceptable meth-
ods set forth by the Association for Investment Management Research,
The Bank Administration Institute, and the Investment Counsel Associa-
tion of America. Market value of the account was the sum of the ac-
count's total assets, including cash, cash equivalents, short term in-
vestments, and securities valued at current market prices.

2. The Russell 2000 Small Stock Index consists of the 2,000 smallest
stocks in the Russell 3000 Index. The Russell 3000 Index is composed
of equity issues of 3,000 large U.S. companies by market capitaliza-
tion representing approximately 98% of the U.S. equity market. The
smallest company has a market value of roughly $25 million. It is an
unmanaged index which assumes reinvestment of dividends and is gener-
ally considered representative of securities similar to those invested
in by the Adviser for purpose of the composite performance numbers set
forth above.

3. The Adviser's average annual management fee over the period January
1996--September 1996 was assumed at 1% or 100 basis points, but no fee
was actually charged. Net returns to investors vary depending on the
management fee. The Small Cap Value Portfolio will be charged an advi-
sory fee of 1.00%.

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio..................................................... 0.06%
Equity Portfolio....................................................... 0.06%
Small Cap Value Portfolio.............................................. 0.04%
Short-Term Fixed Income Portfolio...................................... 0.04%
</TABLE>

27
<PAGE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent for the Fund, agrees to use its best efforts as sole
distributor 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
SAI and its reports to shareholders.

PORTFOLIO TRANSACTIONS

28
<PAGE>

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
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 reason-
able by the Adviser. Although there is no specified formula for allocating
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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders.

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

29
<PAGE>

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 Center
at the address or number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

30
<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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James SmallCap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
jTS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

31
<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
Sterling Capital Management Company
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670

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

PROSPECTUS

JANUARY 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

Sterling Partners'
Portfolios

Institutional Service
Class Shares

January 3, 1997
P R O S P E C T U S
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

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

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STERLING PARTNERS' PORTFOLIOS

INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: STERLING CAPITAL MANAGEMENT COMPANY

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PROSPECTUS -- JANUARY 3, 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 poli-
cies. Certain Portfolios currently offer 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 (at the maximum 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 Service Class Shares of the four diversified Portfolios of the
Fund managed by Sterling Capital Management Company.

STERLING PARTNERS' EQUITY PORTFOLIO. The objective of the Sterling Partners'
Equity Portfolio ("Equity Portfolio") is to provide maximum long term total
return consistent with reasonable risk to principal, by investing primarily in
common stocks.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The objective of the Sterling
Partners' Small Cap Value Portfolio ("Small Cap Value Portfolio") is to pro-
vide maximum long-term total return consistent with reasonable risk to princi-
pal, by investing primarily in equity securities of smaller companies, in
terms of market capitalization.

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

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 January 3, 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.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 3
Investment Objectives...................................................... 4
Investment Policies........................................................ 5
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 13
Purchase of Shares......................................................... 14
Redemption of Shares....................................................... 17
Service and Distribution Plans............................................. 19
Shareholder Services....................................................... 21
Valuation of Shares........................................................ 22
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 23
Investment Adviser......................................................... 24
Adviser's Historical Performance........................................... 25
Administrative Services.................................................... 26
Distributor................................................................ 27
Portfolio Transactions..................................................... 27
General Information........................................................ 28
</TABLE>
<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees a Service Class share-
holder of the Portfolios will incur. Transaction fees may be charged if a bro-
ker-dealer or other financial intermediary deals with the Fund on your behalf
(see "PURCHASE OF SHARES.").

SHAREHOLDER TRANSACTION EXPENSES

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

<TABLE>
<CAPTION>
SHORT-TERM SMALL CAP
BALANCED EQUITY FIXED INCOME VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE SERVICE SERVICE SERVICE
CLASS CLASS CLASS CLASS
SHARES SHARES SHARES SHARES
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
Investment Advisory Fees........ 0.75% 0.75 % 0.50 % 1.00 %
Administrative Fees............. 0.22% 0.34 % 0.45 % 0.19 %
12b-1 Fees (Including
Shareholder Servicing Fees)*.. 0.25% 0.25 % 0.125 % 0.25 %
Other Expenses.................. 0.11% 0.19 % 0.26 % 0.06 %
Advisory Fees Waived............ -- (0.29)% (0.66)% --
---- ----- ----- ----
Total Operating Expenses (After
Fee Waivers).................. 1.33% 1.24 %** 0.675 %** 1.50 %
</TABLE>
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* See "Service and Distribution Plans." Long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales charges permit-
ted by rules of the National Association of Securities Dealers, Inc.
** Without the Adviser's fee waiver, annualized Total Operating Expenses of
the Equity and Short-Term Fixed Income Portfolios Service Class Shares
would be 1.53% and 1.335%, respectively. The Sterling Partners' Service
Class Portfolios are not yet operational.

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The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume operating expenses otherwise payable by the Portfolios (if nec-
essary) in order to keep the expense ratios of (i) the Balanced Portfolio
Service Class Shares from exceeding 1.36% of its average daily net assets;
(ii) the Equity Portfolio Service Class Shares from exceeding 1.24% of its av-
erage daily net assets; (iii) the Short-Term Fixed Income Portfolio Service
Class Shares from exceeding 0.675% of its average daily net assets; and (iv)
the Small Cap Value Portfolio Service Class Shares from exceeding 1.50% of its
average daily net assets. The Fund will not reimburse the Adviser for any ad-
visory fees that are waived or Portfolio expenses that the Adviser may bear on
behalf of a Portfolio for a given fiscal year.

The table above shows various fees and expenses an investor in the Service
Class Shares of the Portfolios would bear directly or indirectly. The expenses
and fees listed are based on the operations of the Balanced, Equity and Short-
Term Fixed Income Portfolios' Institutional Class Shares during the fiscal
year ended October 31, 1996, except that such information has been restated to
include 12b-1 fees and to reflect current administrative fees. The fees and
expenses set forth above for the Sterling Partners' Small Cap Value Portfolio
Service Class Shares are estimated amounts for its first year of operations
assuming average net assets of $25 million.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Service Class Shares....... $14 $42 $73 $160
Equity Portfolio Service Class Shares......... $13 $39 $68 $150
Short-Term Fixed Income Portfolio Service
Class Shares................................ $7 $22 $38 $84
Small Cap Value Portfolio Service Class
Shares...................................... $15 $47 * *
</TABLE>
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* As the Small Cap Value Portfolio Service Class is not yet operational, the
Fund has not projected expenses beyond the three year period shown.

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 Portfolios. 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 each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $100,000. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. The
minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions to the initial or minimum investment amounts may be made by the officers
of the Fund. (See "PURCHASE OF SHARES.")

3
<PAGE>

RISK FACTORS

INVESTMENT OBJECTIVES

STERLING PARTNERS' SHORT-TERM FIXED INCOME PORTFOLIO. The objective of the
Short-Term Fixed Income Portfolio is to provide investors with a high level of

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current income consistent with the maintenance of principal and liquidity by
investing primarily in investment grade fixed income securities with an aver-
age weighted maturity between 1 and 3 years. Investments in this Portfolio
represent a middle ground between the risk associated with short-term money
market accounts and longer term bond funds. Investors in this Portfolio seek
incremental returns to money market accounts but do not want the down side ex-
posure to longer term bond funds in a risky interest rate environment.

INVESTMENT POLICIES

STERLING PARTNERS' BALANCED PORTFOLIO. The Balanced Portfolio incorporates
within a single investment vehicle the two investment disciplines employed by
the Adviser. The first discipline provides for stock selection; and the second
chooses among fixed income securities, including coupon bonds, zero coupon
bonds and cash equivalents. A targeted asset mix for the Portfolio is expected
to be 60% in equities and 40% in fixed income securities and cash. However, at
least 25% of the Portfolio's total assets will always be invested in fixed in-
come senior securities, including debt securities and preferred stocks.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stocks in the Portfolio will have a market capitaliza-
tion in excess of $500 million at the time of purchase; and the Adviser will
strive to maintain an average market capitalization in excess of $10 billion.
This further ensures the quality and stability of the Portfolio.

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analyzes the spectrum of the yield curve to identify the most desirable matu-
rities at which to invest the Portfolio. The Adviser's fixed income strategy
emphasizes quality and capital preservation.

STERLING PARTNERS' EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in common stocks. The Portfolio may also invest in other equity
related securities such as preferred stocks, convertible preferred stocks,
convertible bonds, options, futures, rights, and warrants. However, at all
times, the Portfolio's primary interest will be direct ownership of common eq-
uity stocks. It is anticipated that cash reserves will represent a relatively
small percentage of the Portfolio's assets (generally less than 10%).

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stock will have a market capitalization in excess of
$500 million at the time of purchase, and the Adviser will strive to maintain
an average market capitalization in excess of $10 billion. This further en-
sures the quality and stability of the Portfolio.

6
<PAGE>

ties representing ownership rights in foreign companies. Under normal circum-
stances, investments in foreign based companies will not comprise more than
20% of the Portfolio assets. Most ADRs are traded on a U.S. stock exchange.
Issuers of unsponsored ADRs are not continually obligated to disclose material
information in the U.S. and therefore, there may not be a correlation between
such information and the market value of the unsponsored ADR.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The Sterling Partners' Small
Cap Value Portfolio seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in equity securities of small
companies, which consist of market capitalizations of $1 billion or less. The
Portfolio may invest in both domestic and international common stocks, pre-
ferred stocks, convertible preferred stocks, convertible bonds, distressed
bonds with a high likelihood of future equity conversion, options, futures,
rights and warrants. It is anticipated that cash reserves will represent a
relatively small percentage of the Portfolio's assets (generally less than
10%).

Small capitalization stocks have historically been more volatile in price
than the larger capitalization stocks. Among the reasons for the greater price
volatility of these securities are the less certain growth prospects of
smaller firms, the lower degree of liquidity in the markets for such stocks,
and small company stocks also may, to a degree, fluctuate independently of
larger company stocks. Small company stocks may decline in price as large com-
pany stocks rise, or rise in price as large company stocks decline. Small cap-
italization stocks may have many of the characteristics of securities of new
or unseasoned companies.

The Adviser's sell discipline is as important as its buy discipline. For ev-
ery stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the

7
<PAGE>

fundamental factors noted above. Any stock that underperforms is reviewed
against a pre-written outline, and those which fail to demonstrate fundamental
progress in keeping with the original thesis are sold.

The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.

(1) Short-term and intermediate-term corporate debt securities rated A or
better by Moody's Investors Service, Inc. ("Moody's") or by Standard &
Poor's Corporation ("S&P");

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

(3) Bank obligations, including certificates of deposit and bankers' ac-
ceptances;

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

(5) Repurchase agreements collateralized by these securities.

With respect to the Balanced and Short-Term Fixed Income Portfolios, the Ad-
viser reserves the right to retain securities which are downgraded by either
Moody's or S&P or both, if in the Adviser's judgment, considering market con-
ditions, the retention of such securities is warranted.

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 Portfolios may invest a por-
tion of their assets in domestic and foreign money market instruments includ-
ing certificates of deposit, bankers' acceptances, time deposits, U.S. Govern-
ment obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by Standard & Poor's Corpo-
ration or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if unrated,
determined by the Adviser to be of comparable quality.

8
<PAGE>

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

9
<PAGE>

dures. 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 agree-
ments on a joint basis. By entering into joint repurchase agreements, a Port-
folio may incur lower transaction costs and earn higher rates of interest on
joint repurchase agreements. Each Portfolio's contribution would determine its
return from a joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

AMERICAN DEPOSITARY RECEIPTS
ADRs are depositary receipts typically used by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign corpora-
tion. Generally, ADRs in registered form are designed for use in the U.S. se-
curities market and ADRs in bearer form are designed for use in securities
markets outside the United States. ADRs may not necessarily be denominated in
the same currency as the underlying securities into which they may be convert-
ed. ADRs may be issued pursuant to sponsored or unsponsored programs. In spon-
sored programs, an issuer has made arrangements to have its securities traded
in the form of depositary receipts. In unsponsored programs, the issuer may
not be directly involved in the creation of the program. Although regulatory
requirements with respect to sponsored and unsponsored programs are generally
similar, in some cases it may be easier to obtain financial information from
an issuer that has participated in the creation of a sponsored program. Ac-
cordingly, there may be less information available regarding issuers of secu-
rities underlying unsponsored programs and there may not be a correlation be-
tween such information and the market value of the depositary receipts. ADRs
also involve the risks of other investments in foreign securities, as dis-
cussed in the Prospectus. For purposes of the Equity Portfolio's investment
policies, the Portfolio's investments in depositary receipts will be deemed to
be investments in the underlying securities.

LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to gain or loss depending on any increase or decrease in the market price
of the securities loaned. Lending of securities is subject to review by the
Fund's Board of Directors. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions about securities lending.

10
<PAGE>

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
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 a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices--not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover rate for the Small Cap Value Portfolio will not exceed
100%. The Portfolios will not normally engage in short-term trading but each
reserves the right to do so.

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

11
<PAGE>

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested and to reduce transaction costs, the Bal-
anced Portfolio may invest in stock and bond futures and interest rate futures
contracts; the Equity and the Small Cap Value Portfolios may invest in stock
futures and options; and the Short-Term Fixed Income Portfolio may invest in
bond, bond index, and interest rate futures and options thereon. Because
transaction costs associated with futures and options may be lower than the
costs of investing in stocks and bonds directly, it is expected that the use
of index futures and options to facilitate cash flows may reduce a Portfolio's
overall transaction costs. Each Portfolio may enter into futures contracts
provided that not more than 5% of the Portfolio's assets are required as mar-
gin deposit to secure obligations under such contracts. A Portfolio will en-
gage in futures and options transactions for hedging purposes only. Each Port-
folio will maintain assets sufficient to meet its obligations under such con-
tracts in a segregated account with the Fund's custodian bank.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10%
of its net assets in illiquid securities. The prices

12
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realized from the sales of these securities could be less than those origi-
nally paid by the Portfolio or less than what would be considered fair value
of such securities.

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

INVESTMENT LIMITATIONS

A Portfolio will not:

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

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

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

(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 10%
of the Portfolio's gross assets valued at the lower of market or cost
(33 1/3% for the Small Cap Value Portfolio), and (ii) a Portfolio may
not purchase additional securities when borrowings exceed 5% of total
gross assets; or

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

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ment or utilization of assets as set forth above is adhered to at the time an
investment is made, a later change in percentage resulting from changes in the
value or total cost of the Portfolio's assets will not be considered a viola-
tion of the restriction.

PURCHASE OF SHARES

Shares of each 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. The minimum initial investment required is
$100,000. Certain exceptions may be made by the officers of the Fund. The min-
imum for subsequent investments is $100. The minimum initial investment for
IRA accounts is $500. The minimum initial investment for a spousal IRA is
$250. Certain exceptions may be made by the officers of the Fund.

The Portfolios issue two classes of shares: Institutional Class and Service
Class. The two classes of shares each represent interests in the same portfo-
lio of investments, have the same rights and are identical in all respects,
except that the Service Class Shares offered by this Prospectus bear share-
holder servicing expenses, may in the future bear distribution plan expenses,
and have exclusive voting rights with respect to the Rule 12b-1 Distribution
Plan pursuant to which the distribution fee may be paid. The two classes have
different exchange privileges. (See "EXCHANGE PRIVILEGE.") The net income at-
tributable to Service Class Shares and the dividends payable on Service Class
Shares will be reduced by the amount of the shareholder servicing and distri-
bution 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.

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

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<PAGE>

Service Agents may enter confirmed purchase orders on behalf of their cus-
tomers. If shares are purchased in this manner, the Service Agent must receive
the investment order before the close of trading on the New York Stock Ex-
change ("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 the
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 fol-
lowing business day. Service Agents are responsible to their customers and the
Fund for timely transmission of all subscription and redemption requests, in-
vestment 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

. instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #021000021
UAM Funds
Credit DDA. #9102772952
Ref: Portfolio Name
(Your Account Registration)
(Your Account Number)
(Wire Control Number)

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<PAGE>

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $1,000. 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 are identified on the check or wire. Prior to wiring
additional investments, notify the UAM Funds Service Center by calling the
number on the cover of this Prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

IN-KIND PURCHASES
If accepted by the Fund, shares of each 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 set forth under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued by a Portfolio in exchange for securities will be issued at the relevant
net asset value determined as of the same time. All dividends, interest, sub-
scription, or other rights pertaining to such securities shall become the
property of the Portfolio and must be delivered to the Fund by the investor
upon receipt from the issuer. Securities acquired through an in-kind purchase
will be acquired for investment and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);

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<PAGE>

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 the
securities or local currency exchanged. Investors interested in such exchanges
should contact the Adviser.

REDEMPTION OF SHARES

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

BY MAIL
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 registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension 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 Applica-
tion; and

. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

17
<PAGE>

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);

. redemption of certificated shares by telephone.

The Fund and the Fund's 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
requiring 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 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.

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 re-
ceipt 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 either
both the NYSE or the Custodian Bank are closed, or under any emergency circum-
stances as determined by the SEC.

18
<PAGE>

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, for payments made at an annual 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 period payments for Servic-
ing are being made to it. Such payments are borne exclusively by the Service
Class Shares. Each item for which a payment may be made under the Service Plan
constitutes personal service and/or shareholder account maintenance and may
constitute an expense of distributing Funds 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 herein.

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 accounts serviced by the Service Agent; arrang-
ing for bank wires; and other services 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 are 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 Service Agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of that bank will remain Fund shareholders.

19
<PAGE>

The Distribution Plan and the Service Plan (the "Plans") were approved by
the Board of Directors, including a majority of the directors who are not "in-
terested 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 ter-
minated at any time by the vote of the Board or the 12b-1 Directors, or by the
vote of a majority of the outstanding voting securities of the Service Class
Shares.

While the Plans continue in effect, the selection of the 12b-1 Directors is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed 0.75% per annum of that Portfolio's net assets. The
Board has currently limited payments under the Plans to 0.50% per annum of a
Portfolio's net assets. The Service Class Shares offered by this Prospectus
currently are not making any payments under the Distribution Plan. Upon 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 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 Administrator
and of the Adviser, the Adviser, or any of their affiliates, may, at its own
expense, compensate a Service Agent or other person for marketing, shareholder
servicing, record-keeping and/or other services performed with respect to the
Fund, a Portfolio or any Class of Shares of a Portfolio. The person making
such payments may do so out of its revenues, its profits or any other source
available to it. Such services arrangements, when in effect, are made gener-
ally available to all qualified

20
<PAGE>

service providers. The Adviser may compensate its affiliated companies for re-
ferring investors to the Portfolios.

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 the Administrator.

The Adviser and the Distributor deal with Interstate/Johnson Lane, a Service
Agent that provides marketing and shareholder services. The Adviser makes pay-
ments to Interstate/Johnson Lane equal (in the first year after an investment)
to amounts which represent up to 50% of the advisory fee payable (without re-
gard to any expense limitation in effect at that time) for Fund assets held by
eligible customer accounts. The fee rate declines in the second, third, and
fourth years.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Service Class Shares of each 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
contacting the UAM Funds Service Center.

21
<PAGE>

Portfolio is a sale of shares and may result in a gain or loss for income tax
purposes. The Fund may modify or terminate the exchange privilege at any time.

VALUATION OF SHARES

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods determined by the Board of Directors.

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

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 cumu-

22
<PAGE>

lative or aggregate total return reflects actual performance over a stated pe-
riod of time. An average annual total return is a hypothetical rate of return
that, if achieved annually, would have produced the same cumulative total re-
turn if performance had been constant over the entire period.

Performance will be calculated separately for Institutional Class and Serv-
ice Class Shares. Income dividends paid by a Portfolio with respect to Insti-
tutional 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 and distribution fees relating
to Service Class Shares will be borne exclusively by that class.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Dividends paid by a Portfolio from net investment income, whether in cash or
reinvested in shares, are taxable to shareholders as ordinary income. Short-
term

23
<PAGE>

capital gains will be taxed as ordinary income. Long-term capital gains
distributions are taxed as long-term capital gains. Shareholders will be noti-
fied annually of dividend income earned for tax purposes.

INVESTMENT ADVISER

Sterling Capital Management Company is a North Carolina corporation formed
in 1970 and located at One First Union Center, 301 S. College Street, Suite
3200, Charlotte, NC 28202. The Adviser is a wholly owned subsidiary of United
Asset Management Corporation ("UAM") and provides investment management serv-
ices to corporations, pension and profit-sharing plans, trusts, estates and
other institutions and individuals. The Adviser currently has over $1.6 bil-
lion in assets under management.

Since 1982, the Adviser has been involved with the distribution of the North
Carolina Capital Management Trust, which includes two portfolios, a bond fund
and a money market mutual fund offered exclusively to public units in the
state, the first such fund to be registered with the SEC. As of December 31,
1995, the asset value of this fund was approximately $1.9 billion.

An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments.

24
<PAGE>

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

The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios from exceeding the percentage of each Portfolio's average daily as-
serts listed below:

<TABLE>
<S> <C>
Balanced Portfolio.................................................... 1.36 %
Equity Portfolio...................................................... 1.24 %
Small Cap Value Portfolio............................................. 1.50 %
Short-Term Fixed Income Portfolio..................................... 0.675%
</TABLE>

The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfo-
lio for a given fiscal year.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser per-
taining to a separately managed account of the Adviser that is managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Small Cap Value Portfolio. The performance
data for the separately managed account is net of all fees and expenses. The
investment returns of the Portfolio may differ from those of the separately
managed account because such separately managed account may have fees and ex-
penses that differ from those of the Portfolio. Further, the separately man-
aged account is not subject to investment limitations, diversification re-
quirements, and other restrictions imposed by the 1940 Act and Internal Reve-
nue Code; such conditions, if applicable, may have lowered the returns for the
separately managed account. The results presented are not intended to predict
or suggest the return to be experienced by the Portfolio or the return an in-
vestor might achieve by investing in the Portfolio.

STERLING CAPITAL MANAGEMENT SMALL CAP ACCOUNT RETURNS
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
YEAR TO DATE ADVISER RUSSELL 2000
------------ ------- ------------
<S> <C> <C>
(January 1996*--September 1996)........................ 19.52% 10.74%
Value of $1 invested during 1996....................... $1.195 $1.107
</TABLE>
- -----------
* The Adviser began managing a separately managed account using its Small Cap
style in January 1996.

25
<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
Administration Institute, and the Investment Counsel Association of Ameri-
ca. Market value of the account was the sum of the account's total assets,
including cash, cash equivalents, short term investments, and securities
valued at current market prices.
2. The Russell 2000 Small Stock Index consists of the 2,000 smallest stocks
in the Russell 3000 Index. The Russell 3000 Index is composed of equity
issues of 3,000 large U.S. companies by market capitalization representing
approximately 98% of the U.S. equity market. The smallest company has a
market value of roughly $25 million. It 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 purpose of
the composite performance numbers set forth above.
3. The Adviser's average annual management fee over the period January 1996-
September 1996 was assumed at 1% or 100 basis points. Net returns to in-
vestors vary depending on the management fee. The Small Cap Value Portfo-
lio will be charged an advisory fee of 1.00%.

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 April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

26
<PAGE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
shares for 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 Fund 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 as long as
it is approved at least annually by the Fund's Board of Directors. Those ap-
proving the Agreement must include a majority of Directors who are neither
parties to the Agreement or 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 stockholders.

PORTFOLIO TRANSACTIONS

27
<PAGE>

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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series 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 and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and no pre-emptive rights. They have non-cumulative voting rights,
which means that the holders of more than 50% of shares voting for the elec-
tion 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 frac-
tional 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. Service Class Shares bear certain expenses re-
lated to shareholder servicing and may bear expenses related to distribution
of such shares. Service Class shares have exclusive voting rights for matters
relating to such distribution expenditures. Information about the Institu-
tional Class Shares of the Portfolios is available upon request by contacting
the UAM Funds Service Center.

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.

28
<PAGE>

REPORTS
Shareholders receive unaudited semiannual financial statements and annual
financial statements audited by Price Waterhouse LLP.

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

LITIGATION
The Fund is not involved in any litigation.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATION 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 ITS REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

29
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio
Sterling Partner's Small Cap Value Portfolio
TJ Core Equity Portfolio

30
<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
Sterling Capital Management Company
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670

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

PROSPECTUS

Dated January 3, 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The TS&W Portfolios

Institutional
Class Shares

January 3, 1997

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

UAM FUNDS

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

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

THE TS&W PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: THOMPSON, SIEGEL & WALMSLEY, INC.

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

PROSPECTUS -- JANUARY 3, 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 invest-
ment policies. The TS&W Portfolios currently offer only one class of shares.
The securities offered in this Prospectus are Institutional Class Shares of
three diversified, no-load Portfolios of the Fund managed by Thompson, Siegel
& Walmsley, Inc.

TS&W EQUITY PORTFOLIO. The objective of the TS&W Equity Portfolio is to pro-
vide maximum long-term total return consistent with reasonable risk to princi-
pal, by investing in a diversified portfolio of common stocks of relatively
large companies.

TS&W INTERNATIONAL EQUITY PORTFOLIO. The objective of the TS&W International
Equity Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal, by investing in a diversified portfolio of com-
mon stocks of primarily non-United States issuers on a world-wide basis.

TS&W FIXED INCOME PORTFOLIO. The objective of the TS&W Fixed Income Portfo-
lio is to provide maximum long-term total return with reasonable risk to prin-
cipal, by investing primarily in investment grade fixed income securities of
varying maturities.

There can be no assurance that the Portfolios will achieve their stated ob-
jective.

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 January 3, 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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 18
Purchase of Shares......................................................... 19
Redemption of Shares....................................................... 22
Shareholder Services....................................................... 24
Valuation of Shares........................................................ 25
Performance Calculations................................................... 26
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Adviser's Historical Performance........................................... 30
Administrative Services.................................................... 33
Distributor................................................................ 33
Portfolio Transactions..................................................... 34
General Information........................................................ 34
UAM Funds -- Institutional Class Shares.................................... 36
</TABLE>
<PAGE>

FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
INT'L FIXED
EQUITY EQUITY INCOME
PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
<S> <C> <C> <C>
Sales Load Imposed on Purchases............... NONE NONE NONE
Sales Load Imposed on Reinvested Dividends.... NONE NONE NONE
Deferred Sales Load........................... NONE NONE NONE
Redemption Fees............................... NONE NONE NONE
Exchange Fees................................. NONE NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
INT'L FIXED
EQUITY EQUITY INCOME
PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
<S> <C> <C> <C>
Investment Advisory Fees....................... 0.75% 1.00% 0.45%
Administrative Fees............................ 0.17% 0.17% 0.19%
12b-1 Fees..................................... NONE NONE NONE
Distribution Costs............................. NONE NONE NONE
Other Expenses................................. 0.11% 0.19% 0.15%
Total Operating Expenses ...................... 1.03%* 1.36%* 0.79%*
</TABLE>
- -----------
* The annualized Total Operating Expenses includes the effect of expense off-
sets. If expense offsets were excluded, annualized Total Operating Expenses
of the International Equity Portfolio would be 1.37%. The annualized Total
Operating Expenses for the Equity and Fixed Income Portfolios would not dif-
fer.

The table above shows various expenses an investor in the Portfolios would
bear directly or indirectly. The expenses and fees listed above are based on
the Portfolios' operations during the fiscal year ended October 31, 1996, ex-
cept that Administrative Fees are restated to reflect current fees. (See "AD-
MINISTRATIVE SERVICES" herein and in the SAI.)

1
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity Portfolio............................. $11 $33 $57 $126
International Equity Portfolio............... $14 $43 $75 $164
Fixed Income Portfolio....................... $ 8 $25 $44 $ 98
</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
Thompson, Siegel & Walmsley, Inc. (the "Adviser"), an investment counseling
firm founded in 1969, serves as investment adviser to the Fund's TS&W Portfo-
lios. The Adviser presently manages over $4.8 billion in assets for institu-
tional clients and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $2,500. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. The
minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions to the initial or minimum investment amounts may be made by the officers
of the Fund. (See "PURCHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends, except the Fixed Income Portfolio, which
will do so monthly and the International Equity Portfolio, which will do so
annually. Each Portfolio will distribute any realized net capital gains annu-
ally. Distributions will be reinvested in Portfolio shares automatically un-
less an investor elects to receive cash distributions. (See "DIVIDENDS, CAPI-
TAL GAINS DISTRIBUTIONS AND TAXES.")

3
<PAGE>

RISK FACTORS

The value of the Portfolios' shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolios invest. Prospective
investors should consider the following: (1) The fixed income securities held
by the Fixed Income and International Equity Portfolios will be affected by
general changes in interest rates that may result in an increase or decrease
in the value of the Portfolios. The value of fixed income securities held by
the Portfolios can be expected to vary inversely with changes in interest
rates: as interest rates decline, the market value of fixed income securities
tends to increase and vice versa; (2) The International Equity Portfolio may
invest a portion of its assets in derivatives including futures contracts, op-
tions on futures contracts and options. (See "OTHER INVESTMENT POLICIES.");
(3) The Fixed Income Portfolio may invest in securities rated lower than Baa
by Moody's Investors Service, Inc. or BBB by Standard & Poor's Corporation.
Such securities carry a high degree of credit risk and are considered specula-
tive by the major rating agencies. (See "INVESTMENT POLICIES -- FIXED INCOME
PORTFOLIO."); (4) Each Portfolio may invest in securities of foreign issuers,
which are subject to certain risks not typically associated with domestic is-
suers. Since the International Equity Portfolio may invest in foreign issuers
of developing countries, the Portfolio may be subject to additional risks as-
sociated with investments in developing countries. (See "OTHER INVESTMENT POL-
ICIES."); (5) Although the International Equity Portfolio intends to emphasize
investments in larger, more seasoned or established companies, the Portfolio
may invest in companies with market capitalizations of $500 million or less.
Investments in such small capitalization companies are more vulnerable to fi-
nancial and other risks than larger capitalization companies and the securi-
ties of such small capitalization companies may involve a higher degree of
risk and price volatility than investments in the general equity markets; (6)
In general, the Portfolios will not trade for short-term profits, but when
circumstances warrant, investments may be sold without regard to the length of
time held. High turnover may result in additional costs and the realization of
capital gains. (See "OTHER INVESTMENT POLICIES."); (7) Each Portfolio may use
various investment practices, including investing in repurchase agreements,
when issued, forward delivery and delayed settlement securities and lending of
securities. (See "OTHER INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide financial highlights for a share outstanding
throughout each of the periods presented. The tables are part of the Portfo-
lios' Financial Statements included in the Portfolios' 1996 Annual Report to
Shareholders. The Financial Statements are incorporated into the Portfolios'
SAI. The Portfolios' Financial Statements have been audited by Price
Waterhouse LLP. Their unqualified opinion on the Financial Statements is also
incorporated in the Portfolios' SAI. Please read the following information in
conjunction with the Portfolios' 1996 Annual Report to Shareholders.

TS&W EQUITY PORTFOLIO

<TABLE>
<CAPTION>
JULY 17,**
1992 TO YEARS ENDED OCTOBER 31,
OCTOBER 31, ----------------------------------
1992 1993 1994 1995 1996
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $10.00 $ 9.65 $ 11.02 $ 11.23 $ 12.47
------ ------- ------- ------- -------
Income From Investment
Operations:
Net Investment Income........ 0.02 0.14 0.19 0.23 0.26
Net Realized & Unrealized
Gain (Loss)................. (0.35) 1.36 0.33 1.34 2.34
------ ------- ------- ------- -------
Total From Investment
Operations.................. (0.33) 1.50 0.52 1.57 2.60
------ ------- ------- ------- -------
Distributions:
Net Investment Income........ (0.02) (0.13) (0.18) (0.22) (0.26)
Net Realized Gain............ -- -- (0.13) (0.11) (0.33)
------ ------- ------- ------- -------
Total Distributions.......... (0.02) (0.13) (0.31) (0.33) (0.59)
------ ------- ------- ------- -------
Net Asset Value, End of
Period...................... $ 9.65 $ 11.02 $ 11.23 $ 12.47 $ 14.48
====== ======= ======= ======= =======
Total Return................. (3.30)%+ 15.62% 4.82% 14.32% 21.45%
====== ======= ======= ======= =======
Ratios and Supplemental Data:
Net Assets, End of Period
(Thousands)................. $7,233 $30,953 $38,379 $60,352 $81,554
Ratio of Expenses to Average
Net Assets.................. 1.25%* 1.22% 1.10% 1.01% 1.01%
Ratio of Net Investment
Income to Average Net
Assets...................... 1.25%* 1.51% 1.74% 2.04% 1.93%
Portfolio Turnover Rate...... 17% 23% 23% 17% 40%
Average Commission Rate#..... N/A N/A N/A N/A $0.0692
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share........... $ 0.02 N/A N/A N/A N/A
Ratio of Expenses to Average
Net Assets Including Expense
Offsets..................... N/A N/A N/A 0.99% 1.01%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

TS&W INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 18,** YEARS ENDED
1992 TO OCTOBER 31,
OCTOBER 31, --------------------------
1993 1994 1995 1996
-------------- ------- ------- --------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.00 $ 12.54 $ 13.85 $ 13.22
------- ------- ------- --------
Income From Investment Operations:
Net Investment Income.............. 0.05 0.07 0.13 0.10
Net Realized & Unrealized Gain
(Loss)............................ 2.49 1.29 (0.31) 1.04
------- ------- ------- --------
Total From Investment Operations... 2.54 1.36 (0.18) 1.14
------- ------- ------- --------
Distributions:
Net Investment Income.............. -- (0.05) (0.09) (0.14)
Net Realized Gain.................. -- -- (0.36) --
------- ------- ------- --------
Total Distributions................ (0.05) (0.45) (0.14)
------- ------- ------- --------
Net Asset Value, End of Period..... $ 12.54 $ 13.85 $ 13.22 $ 14.22
======= ======= ======= ========
Total Return....................... 25.40%+ 10.87% 1.11% 8.71%
======= ======= ======= ========
Ratios and Supplemental Data:
Net Assets, End of Period
(Thousands)....................... $28,030 $49,362 $77,553 $103,339
Ratio of Expenses to Average Net
Assets............................ 1.37%* 1.38% 1.32% 1.35%
Ratio of Net Investment Income to
Average Net Assets................ 1.02%* 0.70% 1.29% 0.84%
Portfolio Turnover Rate............ 11% 30% 23% 25%
Average Commission Rate#........... N/A N/A N/A $ 0.0015
Voluntary Waived Fees and Expenses
Assumed by the Adviser Per Share.. $ 0.02 N/A N/A N/A
Ratio of Expenses to Average Net
Assets Including Expense Offsets.. N/A N/A 1.30% 1.34%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.
# For the fiscal years beginning on or after September 1, 1995, a portfolio
is required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

TS&W FIXED INCOME PORTFOLIO

<TABLE>
<CAPTION>
JULY 17,**
1992 TO YEARS ENDED OCTOBER 31
OCTOBER 31, -----------------------------------
1992 1993 1994 1995 1996
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $10.00 $ 10.09 $ 10.75 $ 9.60 $ 10.42
------ ------- ------- ------- -------
Income From Investment Opera-
tions:
Net Investment Income........ 0.06 0.44 0.47 0.56 0.56
Net Realized & Unrealized
Gain (Loss)................. 0.07 0.68 (1.05) 0.82 (0.12)
------ ------- ------- ------- -------
Total From Investment Opera-
tions....................... 0.13 1.12 (0.58) 1.38 0.44
------ ------- ------- ------- -------
Distributions:
Net Investment Income........ (0.04) (0.46) (0.47) (0.56) (0.56)
Net Realized Gain............ -- -- (0.10) -- --
------ ------- ------- ------- -------
Total Distributions.......... (0.04) (0.46) (0.57) (0.56) (0.56)
------ ------- ------- ------- -------
Net Asset Value, End of Peri-
od.......................... $10.09 $ 10.75 $ 9.60 $ 10.42 $ 10.30
====== ======= ======= ======= =======
Total Return................. 1.31%+ 11.31% (5.46)% 14.73% 4.40%
====== ======= ======= ======= =======
Ratios and Supplemental Data:
Net Assets, End of Period
(Thousands)................. $9,385 $28,987 $32,118 $46,677 $61,692
Ratio of Expenses to Average
Net Assets.................. 1.30%* 1.15% 1.02% 0.76% 0.77%
Ratio of Net Investment In-
come to Average Net Assets.. 4.70%* 4.39% 4.73% 5.56% 5.50%
Portfolio Turnover Rate...... 5% 83% 27% 25% 59%
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share........... $ 0.02 N/A N/A N/A N/A
Ratio of Expenses to Average
Net Assets Including Expense
Offsets..................... N/A N/A N/A 0.75% 0.77%
</TABLE>
- -----------
* Annualized.
** Commencement of Operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.

7
<PAGE>

INVESTMENT OBJECTIVES

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide maxi-
mum long-term total return consistent with reasonable risk to principal. The
Adviser intends to pursue this objective by investing the Portfolio's assets
in a diversified portfolio of common stocks of relatively large companies with
above-average financial characteristics in terms of balance sheet strength and
profitability levels, and which, in the Adviser's opinion, are undervalued at
the time of purchase. Capital return is likely to be the predominant component
of the Portfolio's total return.

INTERNATIONAL EQUITY PORTFOLIO. The objective of the International Equity
Portfolio is to provide maximum long-term total return consistent with reason-
able risk to principal. The Adviser intends to pursue this objective by in-
vesting the Portfolio's assets in a diversified portfolio of common stocks of
primarily non-United States issuers on a world-wide basis. Under normal cir-
cumstances, the Adviser will emphasize established companies in individual
foreign markets and attempt to stress companies and markets which, in its
opinion, are undervalued. Capital return is expected to be the predominant
component of the Portfolio's return.

FIXED INCOME PORTFOLIO. The objective of the Fixed Income Portfolio is to
provide maximum long-term total return consistent with reasonable risk to
principal. The Adviser intends to pursue this objective by investing the Port-
folio's assets primarily in investment grade fixed income securities of vary-
ing maturities. These include securities of the U.S. Government and its agen-
cies, corporate bonds, collateralized mortgage obligations ("CMOs"), mortgage-
backed securities, and various short term instruments such as commercial pa-
per, Treasury bills and certificates of deposit. Income return is expected to
be a predominant portion of the Portfolio's total return. Any capital return
on the Portfolio is dependent upon interest rate movements. The capital return
from the Portfolio will vary according to, among other factors, interest rate
changes and the average maturity (duration) of the Portfolio.

INVESTMENT POLICIES

EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve its objective by in-
vesting at least 65% of its assets under normal circumstances in a diversified
portfolio of common stocks of companies that are relatively large in terms of
revenues and assets and in companies with market capitalizations that exceed
$300 million. Although the Equity Portfolio's holdings are drawn primarily
from large company common stocks, the Portfolio may also invest in equity se-
curities of other issuers and equity securities of issuers in a wide variety
of industries when deemed appropriate by the Adviser. The Portfolio may also
invest in convertible bonds or convertible preferred stocks.

8
<PAGE>

The Adviser pursues a relative value-oriented philosophy and attempts to be
risk averse believing that preserving capital in weak market environments
should lead to above-average returns over the long run. Typically, the Adviser
prefers to invest in stocks of companies that possess above-average financial
characteristics in terms of balance sheet strength and profitability measures
and yet are attractively valued relative to the market. Normally, the Portfo-
lio will be diversified and contain quality securities on balance.

The Adviser's stock selection process combines an economic top-down approach
with valuation and fundamental analysis. Through economic analysis, the Ad-
viser attempts to assess which areas of the economy are expected to exhibit
relative strength. Input for economic analysis is derived from a detailed
analysis of the economy and from an analysis of historical corporate earnings
trends, both prepared internally. Through valuation analysis, the Adviser at-
tempts to seek out sectors, industries and companies in the market which rep-
resent areas of undervaluation. Tools and measures utilized include a dividend
discount model and relative value screens as well as other traditional mea-
sures of value including price/earnings ratios, price to book ratios and divi-
dend yields. Fundamental analysis is performed on industries and companies in
order to verify their potential attractiveness for investment. The Adviser at-
tempts to purchase stocks of companies which should benefit from economic
trends which are attractively valued relative to their fundamentals and other
companies in the market.

Securities are sold when economic, valuation, and fundamental criteria are
no longer met, when more attractive alternatives are found, or when risk free
returns from cash equivalents appear to be more attractive.

As risks in the marketplace increase, cash reserves can be used for defen-
sive purposes. Under normal circumstances, it is anticipated that cash re-
serves will represent a relatively small percentage of the Portfolio's assets
as market timing is not a part of the Adviser's investment strategy.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, shares of foreign based
companies may be purchased, if they pass the selection process outlined above.
The Portfolio may invest up to 20% of its assets in shares of foreign based
companies through sponsored American Depositary Receipts ("ADRs"). (See "FOR-
EIGN INVESTMENTS.")

INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio seeks to
achieve its objective by investing primarily in a diversified Portfolio of
common stocks of non-United States issuers on a worldwide basis. Generally,
the International Equity Portfolio will invest in equity securities of estab-
lished companies listed on U.S. or foreign securities exchanges, but it may
also invest in securities traded over-the-counter. Although larger, more sea-
soned or established companies

9
<PAGE>

will be emphasized, investments will include companies of varying size as mea-
sured by assets, sales or capitalization. The Portfolio may also invest in
convertible bonds, convertible preferred stocks, non-convertible preferred
stocks, and fixed income securities of governments, government agencies, su-
pranational agencies and companies when the Adviser believes the potential for
total return will equal or exceed that available from investments in equity
securities. These debt securities include those rated Aaa, Aa, A or Baa by
Moody's Investors Service, Inc. ("Moody's") or AAA, AA, A or BBB by Standard &
Poor's Corporation ("S&P") or those of equivalent quality as determined by the
Adviser. Bonds rated Baa or BBB may possess speculative characteristics and
may be more sensitive to changes in the economy and the financial condition of
issuers than higher rated bonds. Fixed income securities also may be held for
temporary defensive purposes when the Adviser believes market conditions so
warrant and for temporary investment. Similarly, the Portfolio may invest in
cash equivalents for temporary defensive purposes and for liquidity. The Port-
folio may invest in closed-end investment companies holding foreign securi-
ties. The Portfolio may purchase and sell options on any of these securities.

The Portfolio seeks to invest in companies the Adviser believes will benefit
from global trends, promising business or product developments and specific
country opportunities resulting from changing economic, social and political
trends. In the process of selecting securities, the Adviser stresses economic
analysis, fundamental security analysis and valuation analysis. It is expected
that investments will be diversified throughout the world and within markets
to minimize specific country and currency risks. While investments will be
made primarily in securities of companies domiciled in developed countries,
investments will also be made in developing countries as well. Under normal
circumstances, the Portfolio will invest at least 65% of its assets in equity
securities of foreign companies representing at least three countries other
than the United States.

The Portfolio, to a limited extent, may enter into futures contracts and may
purchase and sell put and call options on such contracts for hedging purposes.
The Portfolio may enter into forward foreign currency exchange contracts for
hedging purposes and purchase foreign currencies in the form of bank deposits.
See "OTHER INVESTMENT POLICIES" for a discussion of these policies and a de-
scription of special considerations and risks associated with investments in
foreign issues.

FIXED INCOME PORTFOLIO. The Fixed Income Portfolio seeks to achieve its ob-
jective by investing at least 65% of its assets in a diversified mix of in-
vestment grade fixed income securities of varying maturities including securi-
ties of the U.S. Government and its agencies, corporate bonds, CMOs, mortgage-
backed securities, asset-backed securities, and various short-term instruments
such as commercial paper, Treasury bills and certificates of deposit.

10
<PAGE>

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

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to the investment grades described above. However, up to 20% of the Port-
folio's assets may consist of securities rated Ba or B by Moody's or BB or B
by S&P if, in the Adviser's judgement, maintaining a position in the securi-
ties is warranted. The Adviser also reserves the right to retain securities
which are downgraded by one or both of the rating agencies, if in the Advis-
er's judgement, the retention of securities is warranted. In addition, the Ad-
viser may invest in preferred stocks and convertible securities. In the case
of convertible securities, the conversion privilege may be exercised but the
common stocks received will be sold.

Securities rated less than Baa by Moody's or BBB by S&P are classified as
non-investment grade securities. Such securities carry a high degree of risk
and are considered speculative by the major credit rating agencies. The fol-
lowing are excerpts from the Moody's and S&P definitions for speculative grade
debt obligations:

MOODY'S:--Ba rated bonds have "speculative elements," their future "cannot
be considered assured," and protection of principal and interest is "moderate"
and "not well safeguarded." B rated bonds "lack characteristics of a desirable
investment" and the assurance of interest or principal payments "may be
small."

S&P:--BB rated bonds have "less near-term vulnerability to default" than B
or CCC rated securities but face "major ongoing uncertainties . . . which may
lead to inadequate capacity" to pay interest or principal. B rated bonds have
a "greater vulnerability to default" than BB rated bonds and the ability to
pay interest or principal will likely be impaired by adverse business condi-
tions.

Credit quality of bonds in such ratings categories can change unexpectedly,
and even recently-issued credit ratings may not fully reflect the actual risks
posed by a particular high-yield 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 expects to actively manage the Portfolio in order to meet the
investment objectives. The Adviser attempts to be risk averse believing that

11
<PAGE>

preserving principal in periods of rising interest rates should lead to above-
average returns over the long run. The structure of the Portfolio will be
largely determined by the Adviser's assessment of current economic conditions
and trends, the Federal Reserve Board's management of monetary policy, fiscal
policy, inflation expectations, government and private credit demands and
global conditions. Once these factors have been carefully analyzed, an inter-
nally generated outlook for the direction of interest rates is formulated and
the maturity/duration of the Portfolio will be adjusted to reflect the Advis-
er's outlook. Under normal market conditions, the weighted maturity range over
a complete economic cycle will shift between six and twelve years. The dura-
tion range over a similar time period will be four to six years.

The Adviser also attempts to emphasize relative values within selected matu-
rity ranges. Interest rate spreads between different quality ranges, by types
of issues and within coupon areas are monitored, and the Portfolio will be
structured to take advantage of relative values within these areas. Market-
ability of individual issues and diversification within the Portfolio will be
emphasized.

While the Adviser anticipates that the majority of the assets of the Portfo-
lio will be U.S. dollar denominated securities, up to 20% of the Portfolio's
assets may consist of obligations of foreign governments, agencies, or corpo-
rations denominated either in U.S. dollars or foreign currencies. The credit
quality standards applied to foreign obligations are the same as those applied
to the selection of U.S. based securities. (See "FOREIGN INVESTMENTS" for a
more detailed description of the risks involved.)

12
<PAGE>

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 quali-
ty.

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral 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 invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

13
<PAGE>

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.

14
<PAGE>

future. No payment or delivery is made by a Portfolio until it receives pay-
ment or delivery from the other party to any of the above transactions. It is
possible that the market price of the securities at the time of delivery may
be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER
Portfolio turnover for the Portfolios is not anticipated to exceed 150%. In
addition to Portfolio trading costs, higher rates of portfolio turnover may
result in the realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES" for more information on taxation). The Portfolios
will not normally engage in short-term trading, but each reserves the right to
do so. The tables set forth in "Financial Highlights" present the Portfolios'
historical portfolio turnover rates.

The Fund has received permission from the SEC to allow each of its Portfo-
lios 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, provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

FOREIGN INVESTMENTS
Investing in foreign companies may involve special considerations not typi-
cally associated with investing in U.S. companies. Since the securities of
foreign

15
<PAGE>

companies are normally denominated in foreign currencies, the Portfolio may be
affected favorably or unfavorably by changes in currency rates and in exchange
control regulations and may incur costs in connection with conversions between
various currencies.

The International Equity Portfolio may invest a portion of its assets in de-
veloping countries. The economies of individual developing countries may dif-
fer favorably or unfavorably from the United States economy in growth of gross
domestic product, rate of inflation, currency depreciation, capital reinvest-
ment, resource self sufficiency and balance of payments position. Economies of
developing countries generally are heavily dependent upon international trade
and have been and may continue to be adversely affected by trade barriers, ex-
change controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. These economies also have been or may continue to be adversely affected
by economic conditions in the countries with which they trade.

The International Equity Portfolio may invest in forward foreign currency
exchange contracts in order to protect against uncertainty in the level of fu-
ture foreign exchange rates in the purchase and sale of investment securities.
This Portfolio may not enter into such contracts for speculative purposes. A
forward foreign currency exchange contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. Such contracts, which protect the value of this
Portfolio's investment securities against a decline in the value of a curren-
cy, do not eliminate fluctuations caused by changes in the local currency
prices of the securities. Although such contracts tend to minimize the risk of
loss due to a decline in the value of the hedged currency, they also limit any
potential gain that might be realized should the value of such currency in-
crease.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect U.S. investments in those countries. Additionally, there may be
difficulty in obtaining and enforcing judgements against foreign issuers.

Although the Portfolios will endeavor to achieve the most favorable execu-
tion costs in portfolio transactions in foreign securities, commissions on
many foreign stock exchanges are generally higher than negotiated commissions
on U.S. exchanges.

16
<PAGE>

Certain foreign governments levy withholding taxes against dividend and in-
terest income. Although in some countries a portion of the taxes is recover-
able, the non-recovered portion of foreign withholding taxes will reduce the
income a Portfolio receives from the companies comprising its investments.

FUTURES CONTRACTS AND OPTIONS
In order to remain fully invested and to reduce transaction costs, the In-
ternational Equity Portfolio may invest in stock and bond futures and interest
rate futures contracts. Because transaction costs associated with futures and
options may be lower than the costs of investing in stocks and bonds directly,
it is expected that the use of index futures and options to facilitate cash
flows may reduce this Portfolio's overall transaction costs.

The International Equity Portfolio will not enter into futures contract
transactions provided that immediately thereafter, the sum of its initial mar-
gin deposits on open contracts exceeds 5% of the market value of its total as-
sets. In addition, this Portfolio will not enter into futures contracts pro-
vided that its outstanding obligations to purchase securities under these con-
tracts in combination with its outstanding obligations with respect to options
transactions would exceed 5% of its total assets. The International Equity
Portfolio will engage in futures and/or options transactions only for hedging
purposes and not for speculative purposes.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid second
market. In the opinion of the Fund's Board of Directors, the risk that the
Portfolio will be unable to close out a futures position or options contract
will be minimized by only entering into futures contracts or options transac-
tions traded on national exchanges and for which there appears to be a liquid
secondary market.

DURATION
Duration is a measure of the expected timing of the cash flows (principal
and interest) of a fixed income security. It was developed as a more precise
alternative to the concept of "term to maturity." Duration incorporates a
bond's yield, coupon interest payments, final maturity and call features into
one measure. Most debt obligations provide interest ("coupon") payments in ad-
dition to a final ("par") payment at maturity. Some obligations also have call
provisions. Depending on the relative magnitude of these payments, the market
values of debt obligations may respond differently to changes in the level and
structure of interest rates.

INTEREST RATES AND CURRENCY SWAPS
The International Equity Portfolio may enter into interest rate and/or cur-
rency swaps. An interest rate swap is an agreement to exchange the interest
income

17
<PAGE>

generated by one fixed income instrument for the interest income generated by
another fixed income instrument. The currency swaps in which this Portfolio
will engage will generally involve an agreement to pay interest streams calcu-
lated by reference to interest income linked to a specified index in one cur-
rency in exchange for a specified index in another currency.

The use of interest rate swaps involves investment techniques and risks dif-
ferent from those associated with ordinary portfolio securities transactions.
If the Adviser is incorrect in its forecasts of market values, interest rates
and other applicable factors, the investment performance of the Portfolio will
be less favorable than it would have been if this investment technique were
never used. Interest rate swaps do not involve the delivery of securities or
other underlying assets or principal. Thus, if the other party to an interest
rate swap defaults, the Portfolio's risk of loss consists of the net amount of
interest payments that the Portfolio is contractually entitled to receive.

The International Equity Portfolio expects to enter into these transactions
primarily to preserve a return or spread on a particular investment or portion
of its portfolio. The Portfolio may also enter into these transactions to pro-
tect against any increase in the price of securities the Portfolio anticipates
purchasing at a later date. If there is a default by the other party to such a
transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction. Since a segregated account is main-
tained with respect to all interest rate and currency swaps, the Adviser be-
lieves that such obligations do not constitute senior securities (as defined
in the 1940 Act) and, accordingly, will not treat them as being subject to the
Portfolio's borrowing restrictions.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered fair value of such securities.

INVESTMENT LIMITATIONS

Each 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

18
<PAGE>

obligations issued or guaranteed as to principal and interest by the
U.S. government or any of its agencies or instrumentalities);

(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 se-
curities of companies that have (with predecessors) a continuous op-
erating history of less than 3 years;

(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 10% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not incon-
sistent with the 1940 Act, as amended, or the rules and regulations or
interpretations of the SEC thereunder;

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

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

The investment objectives and investment limitations of the Portfolios are
fundamental and may be changed only with the approval of the holders of a ma-
jority of the outstanding shares of such Portfolio. The Portfolios' investment
policies described in this Prospectus and in the SAI are not fundamental and
may be changed by the Fund's Board of Directors upon reasonable notice to in-
vestors. If a percentage limitation on investment or utilization of assets as
set forth above is adhered to at the time an investment is made, a later
change in percentage resulting from changes in the value or total cost of the
Portfolio's assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next

19
<PAGE>

determined after an order is received by the Fund and payment is received by
the Custodian. (See "VALUATION OF SHARES.") The minimum initial investment is
$2,500. The minimum initial investment for IRA accounts is $500. The minimum
initial investment for spousal IRA accounts is $250. Certain exceptions may be
determined by the officers of the Fund.

INITIAL INVESTMENTS

BY MAIL
. Complete and sign an Application and mail it, together with a check pay-
able 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

20
<PAGE>

BY WIRE

. Instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank

ABA #02100-0021

UAM Funds
DDA Acct. #9102772952

Ref: Portfolio Name

Your Account Number

Your Account Name

Wire Control Number

. Forward a completed Application to the UAM Funds Service Center at the
address shown thereon as soon as possible. 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 to the UAM Funds Service Center (payable to "UAM Funds") at the above
address or by wiring monies to the Custodian Bank using the instructions out-
lined above. When making additional investments, be sure that your account
number, account name, and the selected Portfolio are specified on the check or
wire. Prior to wiring additional investments, 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

21
<PAGE>

sole discretion, to suspend the offering of shares of each Portfolio or to re-
ject 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.

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

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange, such securities are eligible to be included
in the Portfolio (current market quotations must be readily available
for such securities);

REDEMPTION OF SHARES

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

22
<PAGE>

BY MAIL
Address redemption requests to the UAM Funds Service Center. Requests to re-
deem shares must include:

. share certificates, if issued;

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

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other supporting legal documents, if required in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension 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 Applica-
tion; 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);

. redemption of certificated shares by telephone.

The Fund and the Fund's 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
requiring 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 instruction
if the Fund or 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.

23
<PAGE>

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.

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 business days af-
ter receipt 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
as determined by the SEC.

SHAREHOLDER SERVICES

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or charge of any kind for ex-
changes. Before making an exchange into a Portfolio, a shareholder should read
its Prospectus and consider the investment objectives of the Portfolio to be
purchased. For a copy of the Prospectus for the Portfolio(s) in which you are
interested, contact the

24
<PAGE>

UAM Funds Service Center. Exchanges can only be made with Portfolios that are
qualified for sale in a shareholder's state of residence. An exchange into an-
other UAM Funds Portfolio may result in a capital gain or loss for income tax
purposes. The Fund may modify or terminate the exchange privilege at any time.

For additional information regarding responsibility for the authenticity of
telephoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE" above.

VALUATION OF SHARES

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods approved by the Board of Directors.

25
<PAGE>

PERFORMANCE CALCULATIONS

The Portfolios measure 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.

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. For a
free copy contact the UAM Funds Service Center at the address or telephone
number listed on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Equity Portfolio will normally distribute substantially all of its net
investment income (for tax purposes) to shareholders in quarterly dividends.
The International Equity Portfolio will normally distribute substantially all
of its net investment income (for tax purposes) to shareholders in an annual
dividend. The Fixed Income Portfolio declares dividends daily and will nor-
mally distribute substantially all of its net investment income (for tax pur-
poses) to shareholders in monthly dividends. If any net capital gains are re-
alized, each Portfolio will normally distribute them annually.

26
<PAGE>

INVESTMENT ADVISER

Thompson, Siegel & Walmsley, Inc. is a Virginia corporation formed in 1969
and is located at 5000 Monument Avenue, Richmond, Virginia 23230. The Adviser
is a wholly-owned subsidiary of United Asset Management Corporation ("UAM")
and provides investment management services to corporations, pension and prof-
it-sharing plans, 401(k) and thrift plans, trusts, estates and other institu-
tions and individuals. As of the date of this Prospectus, the Adviser had over
$4.8 billion in assets under management. For further information on Thompson,
Siegel & Walmsley's investment services, please call (804) 353-4500.

27
<PAGE>

The Thompson, Siegel & Walmsley, Inc. team of investment professionals is as
follows:

JOHN T. SIEGEL, CFA -- Managing Director -- Princeton University, B.A.,
1961; U.S. Navy, Officer, 1961-1965; University of Virginia Graduate School of
Business Administration, M.B.A., 1967; Chartered Financial Analyst; Chartered
Investment Counsel; Co-founder of Thompson, Siegel & Walmsley, Inc. in 1969.

MATTHEW G. THOMPSON, CFA -- Managing Director -- Washington & Lee Universi-
ty, B.S. Commerce, 1964; University of Virginia Graduate School of Business
Administration, M.B.A., 1966; Chartered Financial Analyst; Chartered Invest-
ment Counsel; Co-founder of Thompson, Siegel & Walmsley, Inc. in 1969.

JERRY W. JENKINS -- Senior Vice President -- Hampden-Sydney College, B.A.
Economics, 1967; National Graduate Trust School, Northwestern University,
1972; The Executive Program, The Darden School, University of Virginia, 1982;
Thompson, Siegel & Walmsley, Inc. 1993 -- Present.

HORACE P. WHITWORTH, II, CFA, CPA -- Vice President -- University of Virgin-
ia, B.S. Commerce, 1978; Chartered Financial Analyst; Chartered Investment
Counsel; Thompson, Siegel & Walmsley, Inc., 1986 -- Present.

PAUL A. FERWERDA, CFA -- Vice President -- Auburn University, B.S. Finance,
1979; Duke University, Fuqua School of Business, M.B.A., 1982; Chartered Fi-
nancial Analyst; Chartered Investment Counsel; Thompson, Siegel & Walmsley,
Inc., 1987 -- Present.

PETER D. HARTMAN, CFA -- Vice President -- University of North Carolina,
B.S. Business Administration, 1975; State University of New York, M.A., 1980;
Chartered Financial Analyst; Thompson, Siegel & Walmsley, Inc., 1991 -- Pres-
ent.

CHARLES A. GOMER, III -- Vice President -- University of North Carolina,
Chapel Hill, A.B., 1971; University of Richmond, M.S., 1978; Thompson, Siegel
& Walmsley, Inc. 1991 -- Present.

G.D. ROTHENBERG, CFA -- Vice President -- University of Virginia, B.A.,
1975; UCLA Graduate School of Management, M.B.A., 1979; Chartered Financial
Analyst; Chartered Investment Counsel; Thompson, Siegel & Walmsley, Inc.,
1992 -- Present.

ELIZABETH CABELL JENNINGS, CFA -- Vice President -- The College of William
and Mary, B.A. Economics, 1985; Chartered Financial Analyst; Chartered Invest-
ment Counsel; Thompson, Siegel & Walmsley, Inc., 1986 -- Present.

ALAN C. ASHWORTH, CFA -- Vice President -- The College of William and Mary,
B.B.A. Management, 1985; Chartered Financial Analyst; Thompson, Siegel &
Walmsley, Inc., 1987 -- Present.

28
<PAGE>

STUART R. DAVIES, CFA -- Vice President -- Birmingham-Southern College, B.S.
Chemistry/Economics, 1985; Virginia Commonwealth University, M.S. Finance,
1994; Chartered Financial Analyst; Chartered Investment Counsel; Thompson,
Siegel & Walmsley, Inc. 1992 -- Present.

JOHN G. JORDAN, III, CFA -- Portfolio Manager/Analyst -- University of Vir-
ginia, B.S., Commerce, 1990; Chartered Financial Analyst; Chartered Investment
Counsel; Thompson, Siegel & Walmsley, Inc., 1991 -- Present.

J. SHELTON HORSLEY, IV, Portfolio Manager/Analyst -- University of Virginia,
B.A., 1985; University of Virginia, M.B.A., 1991; Thompson, Siegel & Walmsley,
Inc., 1994 -- Present.

BRANDON H. HARRELL, CFA -- Portfolio Manager/Analyst -- Wake Forest Univer-
sity, B.A. Economics, 1982; George Mason University, M.B.A., 1990; Chartered
Financial Analyst; Thompson, Siegel & Walmsley, Inc., 1996 --Present.

Investment committees are primarily responsible for the day-to-day manage-
ment of the Equity Portfolio and the Fixed Income Portfolio. G.D. Rothenberg
and Stuart R. Davies are primarily responsible for the day-to-day management
of the International Equity Portfolio and have been since its inception in De-
cember of 1992. Prior to joining the Adviser in 1992, Mr. Davies served in the
capacities of Vice President, Portfolio Manager and Securities Analyst at Cap-
itoline Investment Services, Inc. Prior to joining the Adviser in 1992, Mr.
Rothenberg was involved in international investment management at Scudder,
Stevens & Clark, Inc.

Under Investment Advisory Agreements with the Fund dated as of November 25,
1991 and November 3, 1992, the Adviser manages the investment and reinvestment
of the assets of the Portfolios. The Adviser must adhere to the stated invest-
ment objectives and policies of the Portfolios, and is subject to the control
and supervision of the Fund's Board of Directors.

As compensation for its services as an Adviser, each Portfolio pays the Ad-
viser an annual fee, in monthly installments. The fee is calculated by apply-
ing the following annual percentage rates to each Portfolio's average daily
net assets for the month:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
Equity Portfolio....................................................... 0.75%
International Equity Portfolio......................................... 1.00%
Fixed Income Portfolio................................................. 0.45%
</TABLE>

29
<PAGE>

source available to it. When such service arrangements are in effect, they are
made generally available to all qualified service providers.

ADVISER'S HISTORICAL PERFORMANCE

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Equity Portfolio. The performance data for
the managed accounts is net of all fees and expenses. The investment returns
of the Equity Portfolio may differ from those of the separately managed ac-
counts because such separately managed accounts may have fees and expenses
that differ from those of the Equity Portfolio. Further, the separately man-
aged accounts are not subject to investment limitations, diversification re-
quirements and other restrictions imposed by the Investment Company Act of
1940 and Internal Revenue Code; such conditions, if applicable, may have low-
ered the returns for separately managed accounts. The results presented are
not intended to predict or suggest the return to be experienced by the Equity
Portfolio or the return an investor might achieve by investing in the Equity
Portfolio.

THOMPSON, SIEGEL & WALMSLEY, INC. -- EQUITY COMPOSITE
(PERCENTAGE RETURNS OF NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
THOMPSON, SIEGEL &
ONE YEAR PERIOD THROUGH: WALMSLEY, INC. S&P 500
------------------------ ------------------ --------
<S> <C> <C>
9/30/90........................................ (3.00)% (9.40)%
9/30/91........................................ 28.90 % 31.00 %
9/30/92........................................ 12.70 % 11.00 %
9/30/93........................................ 14.50 % 13.00 %
9/30/94........................................ 4.40 % 3.70 %
9/30/95........................................ 20.50 % 29.80 %
9/30/96........................................ 19.50 % 20.30 %
Year to Date (1/1/96-9/30/96).................. 12.60 % 13.50 %
Annualized..................................... 13.49 % 13.39 %
Cumulative..................................... 142.55 % 141.06 %
Seven-Year Mean................................ 13.93 % 14.20 %
Value of $1 invested during 7 years (9/30/89-
9/30/96)..................................... $ 2.43 $ 2.41
</TABLE>

30
<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 composite account on
September 30, 1989 had grown to $2.41 by September 30, 1996.

3. The SEVEN-YEAR MEAN is the arithmetic average of the annual returns for the
years listed.

4. The S&P 500 is an unmanaged index which assumes 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 was 0.48%
or 48 basis points. During the period, fees on the Adviser's individual ac-
counts ranged from 1.0% to 0.20% (100 basis points to 20 basis points). Net
returns to investors vary depending on the management fee.

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Fixed Income Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Fixed Income Portfolio 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 Fixed Income Portfolio. Further, the
separately managed accounts are not subject to investment limitations, diver-
sification requirements and other restrictions imposed by the Investment Com-
pany Act of 1940 and Internal Revenue Code; such conditions, if applicable,
may have lowered the returns for separately managed accounts. The results pre-
sented are not intended to predict or suggest the return to be experienced by
the Fixed Income Portfolio or the return an investor might achieve by invest-
ing in the Fixed Income Portfolio.

31
<PAGE>

THOMPSON, SIEGEL & WALMSLEY, INC. -- FIXED INCOME COMPOSITE
(PERCENTAGE RETURNS OF NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
LEHMAN BROTHERS
THOMPSON, SIEGEL & GOVERNMENT/
ONE YEAR PERIOD THROUGH: WALMSLEY, INC. CORPORATE INDEX
------------------------ ------------------ ---------------
<S> <C> <C>
9/30/90................................. 6.50 % 6.80 %
9/30/91................................. 16.90 % 15.90 %
9/30/92................................. 14.50 % 13.20 %
9/30/93................................. 10.50 % 11.40 %
9/30/94................................. (4.00)% (4.20)%
9/30/95................................. 13.90 % 14.30 %
9/30/96................................. 4.50 % 4.50 %
Year to Date (1/1/96-9/30/96)........... .10 % .10 %
Annualized.............................. 8.76 % 8.64 %
Cumulative.............................. 79.99 % 78.61 %
Seven-Year Mean......................... 8.97 % 8.840%
Value of $1 invested during 7 years
(9/30/89-9/30/96)..................... $1.80 $1.79
</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 composite account on
September 30, 1989 had grown to $2.41 by September 30, 1996.

3. The SEVEN-YEAR MEAN is the arithmetic average of the annual returns for the
years listed.

4. The LEHMAN BROTHERS GOVERNMENT/CORPORATE INDEX is an unmanaged index which
assumes reinvestment of dividends and is generally considered representa-
tive of securities similar to those invested in by the Adviser for the pur-
pose of the composite performance numbers set forth above.

5. The Adviser's average annual management fee over the period shown was 0.50%
or 50 basis points. During the period, fees on the Adviser's individual ac-
counts ranged from 1.0% to 0.20% (100 basis points to 20 basis points). Net
returns to investors vary depending on the management fee.

32
<PAGE>

ADMINISTRATIVE SERVICES

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Equity Portfolio....................................................... 0.06%
International Equity Portfolio......................................... 0.06%
Fixed Income Portfolio................................................. 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

DISTRIBUTOR

33
<PAGE>

PORTFOLIO TRANSACTIONS

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." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios, without further action by
shareholders. The Board of Directors may create additional Portfolios and
Classes of shares at its discretion.

The shares of each Portfolio and Class of the Fund are fully paid and nonas-
sessable, have no preference as to conversion, exchange, dividends, retirement
or

34
<PAGE>

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.

CUSTODIAN
The Chase Manhattan Bank is 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 Center
at the address or telephone number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

35
<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 Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
DSI Balanced 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 U.S. Government Portfolio
MJI International Equity Portfolio
Newbold's Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Fixed Income 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' Short-Term Fixed Income Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

36
<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
Thompson, Siegel & Walmsley, Inc.
5000 Monument Avenue
Richmond, VA 23230
(804) 353-4500

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

PROSPECTUS

January 3, 1997
<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

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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

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Trustee(s)' Name

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Name of Trust Agreement

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Beneficiary's Name

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

[_] Corporation, Partnership or Other Entity

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

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Name of Corp. or Other Entity

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

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

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Street or P.O. Box Number

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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

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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.

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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
INSTITUTIONAL SERVICE CLASS SHARES
UAM FUNDS