UAM FUNDS INC, 485APOS, 1997-06-04

UAM FUNDS INC
485APOS, 1997-06-04

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEA #43 AND PEA #46

As filed with the Securities and Exchange Commission on June 4, 1997

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

Investment Company Act of 1940 File No. 811-5683
Securities Act File No. 33-25355

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 47 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 49 /X/
--------------
UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)
(Exact Name of Registrant as Specified in Charter)
One International Place, Boston, MA 02110
(Address of Principal Executive Office)
Registrant's Telephone Number 1 (617) 330-8900

Karl O. Hartmann, Assistant Secretary
c/o Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(Name and Address of Agent for Service)
--------------
Copy to:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PART C

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

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

POST-EFFECTIVE AMENDMENT NO. 47

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 47:

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

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

. TS&W Portfolios Institutional Class Shares

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

. McKee Portfolios Institutional Class Shares

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

. Acadian Portfolios Institutional Class Shares
. C&B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares
. DSI Disciplined Value Portfolio Institutional Service Class
Shares
. FMA Small Company Portfolio Institutional Class Shares
. FMA Small Company Portfolio Institutional Service Class
Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional
Class Shares

. Rice, Hall, James Portfolios Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class
Shares
. Sirach Portfolios Institutional Class Shares
. Sirach Portfolios Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares
. Sterling Partners' Portfolios Institutional Service Class
Shares

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]

The NWQ Portfolios

Institutional
Class Shares

P R O S P E C T U S

August , 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

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

THE NWQ PORTFOLIOS

INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: NWQ INVESTMENT MANAGEMENT COMPANY

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

PROSPECTUS--AUGUST , 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 manner
except that Service Class Shares bear fees payable by that class to financial
institutions for services they provide to shareholders of such shares. The se-
curities offered hereby are shares of the Institutional Class Shares of four
diversified, no-load Portfolios of the Fund managed by NWQ Investment Manage-
ment 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 SMALL CAP VALUE PORTFOLIO. The objective of the NWQ Small Cap Value
Portfolio (the "Small Cap Value Portfolio") is to achieve long-term capital
appreciation by investing primarily in small capitalization common stocks and
other equity securities 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 any of the Portfolios will achieve 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 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.................................................. 11
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 21
Valuation of Shares........................................................ 22
Performance Calculations................................................... 23
Dividends, Capital Gains Distributions and Taxes........................... 24
Investment Adviser......................................................... 25
Adviser's Historical Performance........................................... 26
Administrative Services.................................................... 34
Distributor................................................................ 34
Portfolio Transactions..................................................... 35
General Information........................................................ 35
UAM Funds -- Institutional Class Shares.................................... 38
</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 SMALL CAP SPECIAL EQUITY VALUE EQUITY
PORTFOLIO VALUE PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Sales Load
Imposed on
Purchases..... NONE NONE NONE NONE
Sales Load
Imposed on
Reinvested
Dividends..... NONE NONE NONE NONE
Deferred Sales
Load.......... NONE NONE NONE NONE
Redemption
Fees.......... NONE NONE NONE NONE
Exchange Fees... NONE NONE NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
BALANCED SMALL CAP SPECIAL EQUITY VALUE EQUITY
PORTFOLIO VALUE PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Investment
Advisory
Fees.......... 0.70 %+ 1.00 %+ 0.85 %+ 0.70 %+
Administrative
Fees.......... 0.86 % 0.15 % 0.15 % 2.47 %
12b-1 Fees...... NONE NONE NONE NONE
Other Expenses.. 0.61 % 0.22 % 0.22 % 1.99 %
Advisory Fees
Waived and
Expenses
Assumed....... (1.17)% (0.17)% (0.07)% (4.16)%
----- ----- ----- -----
Total Operating
Expenses
(After Fee
Waivers and
Expenses
Assumed)...... 1.00 %+* 1.20 %+* 1.15 %+* 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 for the Balanced and Value Equity Portfolios'
Institutional Class Shares from exceeding 1.00% of average daily net assets.
Without waiving fees and assuming expenses, the total annual operating ex-
penses for the Balanced and Value Equity Portfolios' Institutional Class
Shares for the fiscal year ended October 31, 1996 would have been 2.17% and
5.16%, respectively, of average

1
<PAGE>

daily net assets. The Fund will not reimburse the Adviser for advisory fees
waived or for expenses that the Adviser may bear on behalf of the Portfolios
for a given fiscal year.

* 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 Small Cap Value and Spe-
cial Equity Portfolios' Institutional Class Shares were not yet operational
as of October 31, 1996.

The above table shows various fees and expenses that an investor in the
Portfolios would bear directly or indirectly. The expenses and fees listed are
based on the Balanced and Value Equity Portfolios' operations during the fis-
cal year ended October 31, 1996 except that such information has been restated
to reflect current fees. (See "ADMINISTRATIVE FEES" herein and in the SAI).
The fees and expenses for the Small Cap Value and Special Equity Portfolios'
Institutional Class Shares are estimates based on the assumption that each
Portfolio's Institutional Class Shares will have average net assets of $25
million. It is estimated that without waiving fees the Total Operating Ex-
penses of the Small Cap Value and Special Equity Portfolios' Institutional
Class Shares would be 1.37% and 1.22%, respectively, of average daily net as-
sets.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class
Shares................................... $10 $32 $55 $123
Small Cap Value Portfolio Institutional
Class Shares............................. $13 $41 * *
Special Equity Portfolio Institutional
Class Shares............................. $12 $37 * *
Value Equity Portfolio Institutional Class
Shares................................... $10 $32 $55 $123
</TABLE>
- -----------

* As the Small Cap Value and Special Equity Portfolios' Institutional Class
Shares were not operational as of October 31, 1996, the Fund has not pro-
jected 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 $6.5 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.")

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 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 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 Balanced and Special Equity
Portfolios may each invest in securities rated lower than Baa by Moody's In-
vestors Services, Inc. or BBB by Standard & Poor's Corporation. These securi-
ties carry a high degree of credit risk, and are considered speculative by the
major credit rating agencies and are sometimes referred to as "junk bonds".
(See "INVESTMENT POLICIES."); (2) The fixed income securities held by the Bal-
anced and Special Equity Portfolios will be affected by general changes in in-
terest rates that may result in an increase or decrease in the value of the
obligations held by the Portfolios. The value of the securities held by the
Portfolios can be expected to vary inversely with the changes in interest
rates; as interest rates decline, market value tends to increase and vice
versa; (3) Each Portfolio may invest in securities of foreign issuers which
may involve greater risks than investments in domestic securities, such as
foreign currency risks. (See "INVESTMENT POLICIES" and "FOREIGN INVESTMENTS");
(4) Common stock of companies which have small market capitalization, in which
the Small Cap Value Portfolio will invest, may exhibit greater market volatil-
ity than common stock of companies with larger capitalization; (5) The Special
Equity Portfolio may invest a portion of its assets in derivatives including
futures contracts and options. (See "FUTURES CONTRACTS AND OPTIONS."); (6)
Each Portfolio may use various investment practices including investing in re-
purchase agreements, when-issued, forward delivery and delayed settlement se-
curities 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 period presented of the Balanced and Value Equity
Portfolios' Institutional Class Shares and is part of the Portfolios' Finan-
cial 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
and the 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 Small Cap Value and Spe-
cial Equity Portfolios' Institutional Class Shares were not operational as of
October 31, 1996.

<TABLE>
<CAPTION>
VALUE
BALANCED PORTFOLIO EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES INSTITUTIONAL CLASS SHARES
------------------------------------- --------------------------------------
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 SMALL CAP VALUE PORTFOLIO is to achieve long-term capi-
tal appreciation by investing primarily in small capitalization common stocks
and other equity securities which, in the Adviser's opinion, are undervalued
at the time of purchase.

The objective of the SPECIAL EQUITY PORTFOLIO is to achieve long-term capi-
tal appreciation by investing primarily in the common stock and other equity
securities of companies which, in the Adviser's opinion, are undervalued at
the time of purchase and offer the potential for above-average capital appre-
ciation.

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

6
<PAGE>

actively adjusts the mix of common stocks, bonds and cash equivalents in a
disciplined manner designed to maximize the Portfolio's return and limit the
volatility of that return.

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.

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 shares of foreign compa-
nies traded on U.S. exchanges or through sponsored and unsponsored American
Depositary Receipts ("ADRs") which are U.S. domestic securities representing
ownership rights in foreign companies. (See "FOREIGN INVESTMENTS" for a de-
scription of the risks involved.) 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-

7
<PAGE>

backed securities in which the Portfolio may invest will either carry a guaran-
tee 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 as-
sets 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."

It is the Adviser's intention that the Portfolio's fixed income investments
will be limited to the ratings categories 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 securi-
ties is warranted. The SAI for the Portfolios contains a description of corpo-
rate bond ratings.

THE SMALL CAP VALUE PORTFOLIO seeks to achieve its objective by investing at
least 65% of its total assets, under normal circumstances, in common stocks and
other equity securities of companies with market capitalizations of $50 million
to $1 billion. The Portfolio may also invest in convertible bonds, convertible
preferred stock, rights and warrants to purchase common stocks, and ADRs.

The Adviser utilizes top-down or macroeconomic analysis to identify indus-
tries which should benefit from major economic trends that ideally last five to
seven years. A combination of this top-down discipline with rigorous fundamen-
tal or bottom-up company analysis is used to seek to achieve the Portfolio's
objective. The Adviser's small cap stock selection process combines qualitative
and quantitative valuation criteria. On a qualitative and fundamental basis,
the Adviser analyzes such factors as management quality, restructuring opportu-
nities, improving industry fundamentals, insider stock ownership, "franchise"
strength, and competitive position. On a quantitative basis, valuation of
stocks is based on statistical measures such as current and normalized earnings
power, price-to-book value, dividend yield, price-to-sales, and price-to-cash
flow. The Adviser extensively analyzes companies' financial statements for
signs of eroding quality of earnings, in order to avoid securities of companies
with deteriorating financial prospects. In addition to quantitative evaluation,
the Adviser uses company visits, as well as interviews with management and ana-
lysts.

The Adviser anticipates that the majority of the investments in the Portfolio
will be in United States based companies. However, from time to time, securi-
ties of foreign based companies may be purchased, if they pass the selection
process outlined above. The Portfolio may invest up to 20% of its total assets
in shares of foreign companies traded on U.S. exchanges or through sponsored or
unsponsored ADRs which are U.S. domestic securities representing ownership
rights in foreign companies. (See "FOREIGN INVESTMENTS" for a description of
the risks involved.)

8
<PAGE>

the types of short-term instruments in which the Portfolio may invest. When
the Portfolio is in a temporary defensive position, it may not necessarily be
pursuing its stated investment objective.

THE SPECIAL EQUITY PORTFOLIO seeks to achieve its objective by investing,
under normal circumstances, at least 65% of its total assets in equity securi-
ties. The Portfolio will invest primarily in common stock, but it also may in-
vest in preferred stock, securities convertible or exchangeable into common
stock, ADRs and foreign securities, and rights and warrants to purchase common
stocks. The Portfolio may also invest in fixed income securities. The fixed
income securities in which the Portfolio may, under normal circumstances, in-
vest up to 35% of its total assets are selected using the criteria and ratings
discussed above with respect to the Balanced Portfolio except that the Portfo-
lio may invest up to 15% of its total assets in securities rated less than BBB
by S&P or Baa by Moody's which are commonly referred to as "junk bonds." The
Portfolio may enter into futures contracts and options. (See "OTHER INVESTMENT
POLICIES" for a discussion of these instruments.)

The Portfolio invests in cyclical industry companies during periods when the
securities of such companies appear to have strong potential for capital ap-
preciation. The Portfolio also invests in securities of "special situation"
companies which the Adviser believes have potential for significant future
earnings growth but have not performed well in the recent past. These situa-
tions may include companies with management turnaround trends, corporate or
asset restructuring, or significantly undervalued assets.

The universe from which the Adviser selects securities includes those issued
by companies of varying capitalization. The Adviser identifies potentially un-
dervalued securities by applying statistical measures designed to reveal value
on an absolute and relative basis. Such statistical measures include key fi-
nancial ratios such as price-to-earnings, price-to-book value, and price-to-
cash flow. It also evaluates the issuers of such securities on the basis of
management strength, inside ownership, and competitive structure. The Adviser
places emphasis on normalized earnings, price-to-cash flow ratios, relative
value, and whether the security's issuer is in an industry that is likely to
benefit from long-term fundamental improvements such as restructuring, turn-
around trends or consolidation trends.

While the Adviser anticipates that the majority of the assets in the Portfo-
lio will be U.S. dollar-denominated securities, it may also invest 35% of its
total assets in equity securities and fixed income obligations of foreign gov-
ernments, agencies, or corporations denominated either in U.S. dollars or for-
eign currencies. Such investments may be made directly in foreign securities
or through sponsored and unsponsored ADRs which are U.S. domestic securities
representing ownership rights in foreign companies. The credit quality stan-
dards applied to foreign obligations are the same as those applied to the se-
lection of U.S. fixed income securities

9
<PAGE>

as those noted above. (See "FOREIGN INVESTMENTS" for a description of the risks
involved.)

The Portfolio may, for temporary defensive purposes, invest. up to 100% of
its total assets in short-term money market instruments when market or economic
conditions warrant it. See "SHORT-TERM INVESTMENTS" for a description of the
types of short-term instruments in which the Portfolio may invest. When the
Portfolio is in a temporary defensive position, it may not necessarily be pur-
suing its stated investment objective.

THE VALUE EQUITY PORTFOLIO seeks to achieve its objective by investing, under
normal circumstances, at least 65% of its total assets in common stocks of com-
panies with above-average statistical value which are in fundamentally attrac-
tive industries and which in the Adviser's opinion are undervalued at the time
of purchase. The Portfolio may also invest in other equity-related securities
consisting of convertible bonds, convertible preferred stocks, rights and war-
rants. The Adviser will select from a universe of 1100 companies of medium to
large capitalization. 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 average price-to-earnings and price-to-book ratios, 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 earn-
ings, investment 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 improve-
ment, investor recognition and market exploitation. Industry fundamentals used
in the decision making process are business trend analysis to analyze industry
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 Portfolio
will be in United States based companies. However, from time to time, shares of
foreign based companies may be purchased if they pass the selection process out-

10
<PAGE>

lined above. The Portfolio may invest up to 20% of its total assets in shares
of foreign companies traded on U.S. exchanges or through sponsored and
unsponsored ADRs which are U.S. domestic securities representing ownership
rights in foreign companies. (See "FOREIGN INVESTMENTS" for a description of
the risks involved.)
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.

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 SEC to deposit the daily
uninvested cash balances of the Fund's Portfolios, as well as cash for invest-
ment purposes, into one or more joint accounts and to invest the daily balance
of the joint accounts in the following short-term investments: fully collater-
alized 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 entering into these investments on a
joint basis, it is expected that a Portfolio may earn a higher rate of return
on investments relative to what it could earn individually.

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

11
<PAGE>

other securities outlined above under "SHORT-TERM INVESTMENTS." In a repur-
chase 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 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 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
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

12
<PAGE>

delivery. When-issued and forward delivery transactions may be expected to oc-
cur a month or more before delivery is due. Delayed settlement is a term used
to describe settlement of a securities transaction in the secondary market
which will occur sometime in the future. No payment or delivery is made by the
Portfolio until it receives delivery or payment 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 neces-
sary, 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 in-
crease its investment leverage.

PORTFOLIO TURNOVER

Portfolio turnover for the Balanced and Value Equity Portfolios will approx-
imate 50%; for the Small Cap Value and Special Equity Portfolios, it will ap-
proximate 75% and 100%, 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 infor-
mation 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 "Finan-
cial Highlights" present the Balanced and Value Equity 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.

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.

13
<PAGE>

The investing Portfolio will bear expenses of the DSI Money Market Portfolio
on the same basis as all of its other shareholders.

FOREIGN INVESTMENTS

Investing in foreign securities, including ADRs, may involve additional
risks and considerations which are not typically associated with investing in
securities issued by U.S. companies. Since stocks of foreign companies are
normally denominated in foreign currencies, a Portfolio may be affected favor-
ably or unfavorably by changes in currency rates and in exchange control regu-
lations, 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. There is generally less government supervision and regulation of stock
exchanges, brokers and listed companies than in the U.S. In addition, in cer-
tain foreign countries, there is the possibility of expropriation or confisca-
tory taxation, political or social instability, or diplomatic developments
which could affect U.S. investments in those countries.

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 by a foreign issuer (the "underlying issuer") and deposited with the
depositary. While ADRs are U.S. dollar-denominated, the underlying companies
are still subject to the risks above.

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 is-
suer. Holders of an unsponsored ADR generally bear all the costs associated
with establishing the unsponsored ADR. The depositary of an unsponsored ADR is
under no obligation to distribute shareholder communications received from the
underlying issuer or to pass through to the holders of the unsponsored ADR
voting rights with respect to the deposited security or pool of securities.

FUTURES CONTRACTS AND OPTIONS

14
<PAGE>

the holder the right to buy or sell a specified amount of futures contracts at
a fixed or determinable price upon the exercise of the option. The Portfolio
may use these instruments to hedge against changes in securities prices, in-
terest rates, or foreign currency exchange rates or as part of its overall in-
vestment strategy. Because transaction costs associated with futures and op-
tions may be lower than the costs of investing in stocks and bonds directly,
it is expected that the use of futures and options to facilitate cash flows
may reduce the Portfolio's overall transaction costs.

The Portfolio may buy or sell futures contracts and options and write cov-
ered call and put options on a security, index or currency including futures
and options traded on foreign exchanges and options not traded on exchanges.
Over-the-counter options differ from exchange-traded options in that they are
two party contracts negotiated between buyer and seller and generally do not
have as much market liquidity as traded options. The Portfolio may be required
to treat over-the-counter options purchased as illiquid as well as securities
being used to cover certain written over-the-counter options. The Portfolio's
SAI contains further information on each of these instruments and the risks
associated with them.

The Portfolio may enter into futures contracts and options for bonafide
hedging purposes only and for other purposes so long as aggregate initial mar-
gins and premiums required in connection with non-hedging positions do not ex-
ceed 5% of the Portfolio's total assets. The Portfolio will maintain assets
sufficient to meet its obligations under such contracts in a segregated ac-
count with the Fund's custodian bank consisting of cash, cash equivalents or
liquid securities equal to the market value of the obligation under the
futures contract or option.

Futures and options can be volatile and involve various degrees and types of
risk. If the Adviser judges market conditions incorrectly or employs a strat-
egy that does not correlate well with the Portfolio's investments, use of
futures contracts and options could result in a loss. The Portfolio intends to
enter into futures and options transactions only if there appears to be a liq-
uid secondary market for such futures or options. There can be no assurance,
however, that a liquid secondary market will exist at any specific time.
Therefore, the Portfolio could suffer a loss if it is unable to liquidate its
position. Futures and options transactions in foreign markets are subject to
the risk factors associated with foreign investments generally. (See "FOREIGN
INVESTMENTS" for a description of the risks involved.)

RESTRICTED SECURITIES

15
<PAGE>

illiquid securities for purposes of a Portfolio's investment limitations. Each
of the Portfolios may invest up to 15% of its net assets in illiquid securi-
ties. The prices realized from the sales of these securities could be more or
less than those originally paid by the Portfolio or less than what may be con-
sidered the fair value of such securities.

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.

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;

(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 10%
(33 1/3% for the Small Cap Value and Special Equity Portfolios) 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% (33 1/3% for the Small Cap Value and Special Equity Portfo-
lios) 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

16
<PAGE>

approval of the holders of a majority of the outstanding shares of each Port-
folio. If a percentage limitation on investment or utilization of assets as
set forth above is adhered to at the time an investment is made, a later
change in percentage resulting from changes in the value or total cost of a
Portfolio's assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of 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 Custodian. (See "VALUATION OF SHARES.") The required minimum
initial investment for each Portfolio is $2,500. 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. 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 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.

17
<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

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

. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, Portfolio selected, amount being wired and the name of the bank
wiring the funds. An account number will then be provided to you. Next,

. instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name__________
Your Account Number___________
Your Account Name___________
Wire Control Number___________

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

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

18
<PAGE>

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 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);

. 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 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 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.

19
<PAGE>

REDEMPTION OF SHARES

Shares of the Portfolios 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.

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

. share certificates, if issued;

. a letter of instruction or an assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are regis-
tered;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Application; and

. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated
to receive redemption proceeds (this can be accomplished only by a
written request signed by each shareholder, with each signature
guaranteed);

. redemption of certificated shares by telephone.

20
<PAGE>

to provide additional telecopied written instructions of such transaction re-
quests. The Fund or Sub-Transfer Agent may be liable for any losses due to un-
authorized 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 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.

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

OTHER REDEMPTION INFORMATION
Normally, the Fund will make payment for all shares redeemed under proper
procedures within one business day of and no more than seven days after 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

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

21
<PAGE>

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

Each Portfolio's net asset value per share is determined by dividing the
value of the Portfolio's assets attributable to the Class less any liabilities
attributable to the Class by the total number of shares outstanding attribut-
able to the Class. The net asset value per share of each Portfolio is deter-
mined as of the close of the NYSE on each day that the NYSE is open for busi-
ness.

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.

22
<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.

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 yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance.

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

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

Performance 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, distribution fees and any additional
transfer agency costs relating to Service Class Shares will be borne exclu-
sively 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 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 phone number on the cover of this Prospectus.

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, the Portfolios will normally distribute them
annually.

All dividends and capital gains distributions will be automatically rein-
vested in additional shares of a 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 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 treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, pro-
vided that the dividends are paid before February of the following year.

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

Dividends and interest received by 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.

24
<PAGE>

INVESTMENT ADVISER

NWQ Investment Management Company was founded in 1982 and is located at 2049
Century Park East, 4th Floor, Los Angeles, California 90067. The Adviser is a
wholly-owned subsidiary of UAM and provides investment management services to
institutional and high net worth individuals. As of the date of this Prospec-
tus, the Adviser had over $6.5 billion in assets under management.

Under Investment Advisory Agreements dated as of January 24, 1994 and August
, 1997, 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 Fund's Board of Directors.

An Investment Committee of the Adviser is responsible for the day-to-day
management of the Balanced, Small Cap Value and Value Equity Portfolios.

JON D. BOSSE, CFA, Portfolio Manager of the Special Equity Portfolio, has
been a Managing Director of NWQ Investment Management Company since 1996. From
1986 to 1996, Mr. Bosse was a Portfolio Manager and Director of Equity Re-
search at ARCO Investment Management Company.

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%
Small Cap Value Portfolio.............................................. 1.00%
Special Equity Portfolio............................................... 0.85%
Value Equity Portfolio................................................. 0.70%
</TABLE>

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 Balanced, Small Cap Value, Special Equity, and Value Eq-
uity Portfolios' Institutional Class Shares from exceeding 1.00%, 1.20%,
1.15%, and 1.00%, respectively of average daily net assets. The Fund will not
reimburse the Adviser for any advisory fees which are waived or Portfolio ex-
penses which the Adviser may bear on behalf of the Portfolios for a given fis-
cal 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

25
<PAGE>

any other source available to it. When such service arrangements are in ef-
fect, 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 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 the 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.

26
<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%
1996...................................................... 14.68% 14.92%
Year to Date through 3/31/97.............................. 0.61% 1.52%
Annualized................................................ 14.65% 14.27%
Cumulative*............................................... 704.85% 664.99%
Fifteen-Year Mean (1/1/82-12/31/96)....................... 15.35% 14.75%
Value of $1 invested during fifteen years
(1/1/82-3/31/97)........................................ $8.05 $7.68
</TABLE>
- -----------

* Since inception 1/1/82.

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 $8.05 by March 31, 1997.

3. The FIFTEEN-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-
3/31/97) 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.

27
<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 Small Cap Value Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Small Cap Value Portfolio may differ from those of the sepa-
rately managed accounts because such separately managed accounts may have fees
and expenses that differ from those of the Small Cap Value Portfolio. Further,
the separately managed accounts are not subject to investment limitations, di-
versification requirements and other restrictions imposed by the 1940 Act and
Internal Revenue Code; such conditions, if applicable, may have lowered the
returns for the separately managed accounts. The results presented are not in-
tended to predict or suggest the return to be experienced by the Portfolio or
the return an investor might achieve by investing in the Small Cap Value Port-
folio.

NWQ INVESTMENT MANAGEMENT COMPANY--SMALL CAP VALUE STRATEGY

(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
NWQ INVESTMENT RUSSELL LIPPER
MANAGEMENT 2000 SMALL CAP
QUARTERS THROUGH: COMPANY INDEX FUNDS INDEX
- ----------------- -------------- ------- -----------
<S> <C> <C> <C>
3rd Qtr. '96................................ 4.94% 0.34 % 1.26 %
4th Qtr. '96................................ 11.19% 5.20 % (0.95)%
1st Qtr. '97................................ 3.57% (5.17)% (9.42)%
Cumulative*................................. 20.85% 0.11 % (9.15)%
Value of $1 invested during
7/1/96-3/31/97............................ $1.21 $1.01 $(0.91)
</TABLE>
- -----------

* Since inception 7/1/96.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
July 1, 1996 had grown to $1.21 by March 31, 1997.

2. The RUSSELL 2000 INDEX consists of the 2,000 smallest of the 3,000 largest
stocks. The list is rebalanced each year on June 30. If a stock is taken
over or goes bankrupt, it is not replaced until rebalancing. Therefore,
there can be fewer than 2,000 stocks in the Russell 2000 Index. The index
is an equity market capitalization weighted index available from Frank Rus-
sell & Co. on a monthly basis and is generally considered representative of
securities similar to those invested in by the Adviser for the purpose of
the composite performance numbers above.

28
<PAGE>

securities similar to those invested in by the Adviser for the purpose of
the composite performance numbers above.

4. The Adviser's average annual management fee over the period shown (7/1/96-
3/31/97) was 1.00% or 100 basis points. Based on the maximum fee schedule
for NWQ's equity accounts of 1.00% per annum. 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 Special Equity Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Special Equity Portfolio may differ from those of the sepa-
rately managed accounts because such separately managed accounts may have fees
and expenses that differ from those of the Special Equity Portfolio. Further,
the separately managed accounts are not subject to investment limitations, di-
versification requirements and other restrictions imposed by the 1940 Act and
Internal Revenue Code; such conditions, if applicable, may have lowered the
returns for the separately managed accounts. The results presented are not in-
tended to predict or suggest the return to be experienced by the Portfolio or
the return an investor might achieve by investing in the Special Equity Port-
folio.

NWQ INVESTMENT MANAGEMENT COMPANY--SPECIAL EQUITY STRATEGY

(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
NWQ LIPPER
INVESTMENT S&P 400 CAPITAL
MANAGEMENT S&P 500 MID CAP APPRECIATION
QUARTERS THROUGH: COMPANY INDEX INDEX FUNDS INDEX
- ----------------- ---------- ------- ------- ------------
<S> <C> <C> <C> <C>
4th Qtr. '96........................... 13.57% 8.34% 6.06 % 3.89%
1st Qtr. '97........................... 0.75% 2.68% (1.49)% 0.74%
Cumulative*............................ 14.43% 11.24% 4.48 % 4.66%
Value of $1 invested during
10/1/96-3/31/97...................... $1.14 $1.11 $1.04 $1.05
</TABLE>
- -----------

* Since inception 10/1/96.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
October 1, 1996 had grown to $1.14 by March 31, 1997.

2. 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.

3. S&P 400 MID CAP INDEX consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation.

29
<PAGE>

4. LIPPER CAPITAL APPRECIATION FUNDS INDEX--An index which aims at maximum
capital appreciation, frequently by means of 100% or more portfolio turn-
over, leveraging, purchasing unregistered securities, purchasing options,
etc.

5. The Adviser's imputed average annual management fee over the period shown
(10/1/96-3/31/97) was 1.00% or 100 basis points, based on the maximum fee
schedule for NWQ's equity accounts of 1.00% per annum. Net returns to in-
vestors vary depending on the management fee.

Below are certain performance data provided by the Adviser pertaining to a
separately managed account that was managed by Mr. Bosse at ARCO Investment
Management Company with substantially similar (although not necessarily iden-
tical) objectives, policies and strategies as those of the Special Equity
Portfolio. The investment returns of the Special Equity Portfolio may differ
from those of the separately managed account because such separately managed
account may have had fees and expenses that differ from those of the Special
Equity Portfolio. Further, the separately managed account was not subject to
investment limitations, diversification requirements and other restrictions
imposed by the Investment Company Act of 1940 and Internal Revenue Code; such
conditions, if applicable, may have lowered the returns for the separately
managed account. During Mr. Bosse's tenure as the portfolio manager of the
separately managed account, he was primarily responsible for the day-to-day
management of the assets, and no other person had a significant role in
achieving the separately managed account's performance. The Special Equity
Portfolio and the separately managed account are separate investment vehicles.
The results presented are not intended to predict or suggest the return to be
experienced by the Special Equity Portfolio or the return an investor might
achieve by investing in the Special Equity Portfolio.

30
<PAGE>

ARCO VALUE EQUITY FUND RETURNS

(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
ARCO LIPPER
VALUE S&P 400 CAPITAL
CALENDAR YEARS EQUITY S&P 500 MID CAP APPRECIATION
THROUGH: FUND INDEX INDEX FUNDS INDEX
- -------------- ------ ------- ------- ------------
<S> <C> <C> <C> <C>
1990................................... 0.74% (3.10)% (5.13)% (4.36)%
1991................................... 53.57% 30.47 % 50.10 % 24.07 %
1992................................... 30.25% 7.62 % 11.91 % 14.41 %
1993................................... 19.71% 10.08 % 13.95 % 14.84 %
1994................................... 8.59% 1.32 % (3.58)% (3.65)%
1995................................... 38.54% 37.58 % 30.94 % 21.07 %
1996*.................................. 12.56% 13.50 % 12.39 % 10.37 %
Annualized............................. 23.18% 13.63 % 15.05 % 10.88 %
Cumulative**........................... 308.50% 136.93 % 157.67 % 100.74 %
Value of $1 invested during
1/1/90-9/30/96....................... $4.08 $2.37 $2.58 $2.01
</TABLE>
- -----------

* Three quarters through 9/30/96. Mr. Bosse was a Portfolio Manager and Di-
rector of Equity Research at ARCO Investment Management Company until Sep-
tember 30, 1996.

** Inception 1/1/90 thru 9/30/96.

Notes:

1. The separately managed account managed by Mr. Bosse was for ARCO Investment
Management Company. Mr. Bosse was the portfolio manager for the entire pe-
riod indicated.

2. 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.

3. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1990 had grown to $4.08 by September 30, 1996.

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. S&P 400 MID CAP INDEX consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation.

6. LIPPER CAPITAL APPRECIATION FUNDS INDEX--An index which aims at maximum
capital appreciation, frequently by means of 100% or more portfolio turn-
over, leveraging, purchasing unregistered securities, purchasing options,
etc.

31
<PAGE>

7. The imputed average annual management fee over the period shown (1/1/90-
9/30/96) was 1.00% or 100 basis points, based on the maximum fee schedule
for NWQ's equity accounts of 1.00% per annum. 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 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.

32
<PAGE>

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%
1996..................................................... 22.26% 22.96%
Year to Date through 3/31/97............................. 1.68% 2.68%
Annualized............................................... 17.73% 16.70%
Cumulative*.............................................. 1,105.87% 954.08%
Fifteen-Year Mean (1/1/82-3/31/97........................ 18.78% 17.42%
Value of $1 invested during fifteen years
(1/1/82-3/31/97)....................................... $12.06 $10.54
</TABLE>
- -----------

* Since inception 1/1/82.

2. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $12.06 by March 31, 1997.

3. The FIFTEEN-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

33
<PAGE>

invested in by the Adviser for the purpose of the composite performance num-
bers set forth above.

5. The Adviser's average annual management fee over the period shown (1/1/82-
3/31/97) was 1.00% or 100 basis points. Based on the maximum fee schedule
for NWQ's equity and balanced accounts of 1.00% per annum. Net returns to
investors vary depending on the management fee.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global
Funds Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by
a Mutual Funds Service Agreement dated 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>
Balanced Portfolio..................................................... 0.06%
Small Cap Value Portfolio.............................................. 0.04%
Special Equity Portfolio............................................... 0.04%
Value Equity Portfolio................................................. 0.04%
</TABLE>

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

0.19 of 1% of the first $200 million of combined Fund assets;
0.11 of 1% of the next $800 million of combined Fund assets;
0.07 of 1% of combined Fund assets in excess of $1 billion but less than
$3 billion;
0.05 of 1% of combined Fund assets in excess of $3 billion.

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

DISTRIBUTOR

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

34
<PAGE>

tributes 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 Fund shares. The Distributor does not receive any fee
or other compensation under the Agreement with respect to the Portfolios' In-
stitutional 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 registration of its
shares with the SEC and various states as well as the printing of its Prospec-
tuses, 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.

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

35
<PAGE>

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 May 30, 1997,
Nabank & Co., Tulsa, OK held of record 50.4% of the outstanding shares of the
NWQ Balanced Portfolio Institutional Class Shares for which ownership is dis-
claimed or presumed disclaimed; and Charles Schwab & Co., Inc., San Francisco,
CA held of record 29.9% of the outstanding shares of the NWQ Value Equity
Portfolio Institutional Class Shares for which ownership is disclaimed or pre-
sumed disclaimed. The persons or organizations owning 25% or more of the out-
standing 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 organi-
zations could have the ability to vote a majority of the shares of the Portfo-
lio on any matter requiring the approval of shareholders of such Portfolio.
Both Institutional Class and Institutional Service Class Shares represent an
interest in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing, may bear expenses related to the
distribution of such shares and have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Service Class Shares of the Portfolios is available upon request by contacting
the UAM Funds Service Center. Annual meetings will not be held except as re-
quired 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 re-
quested 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.

36
<PAGE>

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.

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.

37
<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

NWQ Balanced Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach 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' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

38
<PAGE>

APPLICATION
INSTITUTIONAL CLASS SHARES
<TABLE>
<S> <C> <C>
UAM FUNDS
REGULAR MAIL: UAM Funds EXPRESS MAIL: UAM Funds FOR HELP WITH THIS APPLICATION, OR FOR MORE
P.O. Box 2798 73 Tremont Street, 9th Floor INFORMATION, CALL US TOLL FREE: 1-800-638-7983.
Boston, MA 02208-2798 Boston, MA 02108-3913
</TABLE>
Distributed by UAM Fund Distributors, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

[_] Corporation, Partnership or Other Entity

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

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

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

A Corporate Resolution Form is required.

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

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

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

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

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

- --------------------------------------------------------------------------------
3 INVESTMENT
- --------------------------------------------------------------------------------

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

$
- ---------------------------------------- -------------
$
- ---------------------------------------- -------------
TOTAL $
-------------

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

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

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

- --------------------------------------------------------------------------------
5 DISTRIBUTIONS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.
All dividends are to be [_] reinvested [_] paid in cash
All capital gains are to be [_] reinvested [_] paid in cash

- --------------------------------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

UAM Funds Service Center
<PAGE>

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

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

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

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

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

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

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

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

4 ESTABLISHING YOUR ACCOUNT.

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

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

All applications are subject to acceptance by UAM Funds.

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

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

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

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

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

. an individual, the individual should sign

. joint tenants, both should sign

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

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

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

--IMPORTANT--

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

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

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

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

Investment Adviser
NWQ Investment Management Company

2049 Century Park East, 4th Floor

Los Angeles, CA 90067
(213) 624-6700

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

PROSPECTUS

August , 1997
<PAGE>

[LOGO OF UAM FUNDS APPEARS HERE]

The NWQ Portfolios

Institutional Service
Class Shares

P R O S P E C T U S

August , 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

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

THE NWQ PORTFOLIOS
INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: NWQ INVESTMENT MANAGEMENT COMPANY

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

PROSPECTUS -- AUGUST , 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 four diversified 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 SMALL CAP VALUE PORTFOLIO. The objective of the NWQ Small Cap Value
Portfolio (the " Small Cap Value Portfolio") is to achieve long-term capital
appreciation by investing primarily in small capitalization common stocks and
other equity securities which, in the Adviser's opinion, are undervalued at
the time of purchase.

NWQ SPECIAL EQUITY PORTFOLIO. The objective of the NWQ Special Equity Port-
folio (the "Special Equity Portfolio") is to achieve long-term capital appre-
ciation by investing primarily in the common stock and other equity securities
of companies which, in the Adviser's opinion, are undervalued at the time of
purchase and offer the potential for above-average capital appreciation.
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 any of the Portfolios will achieve 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 ("SEC"). The SAI is dated August , 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......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objectives...................................................... 7
Investment Policies........................................................ 7
Other Investment Policies.................................................. 11
Investment Limitations..................................................... 17
Purchase of Shares......................................................... 18
Redemption of Shares....................................................... 21
Service and Distribution Plans............................................. 23
Valuation of Shares........................................................ 25
Performance Calculations................................................... 26
Dividends, Capital Gains Distributions and Taxes........................... 27
Investment Adviser......................................................... 28
Adviser's Historical Performance........................................... 29
Administrative Services.................................................... 36
Distributor................................................................ 37
Portfolio Transactions..................................................... 37
General Information........................................................ 38
UAM Funds--Service Class Shares............................................ 40
</TABLE>
<PAGE>

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>
SMALL CAP SPECIAL EQUITY
BALANCED VALUE PORTFOLIO PORTFOLIO VALUE EQUITY
PORTFOLIO SERVICE SERVICE CLASS SERVICE CLASS PORTFOLIO SERVICE
CLASS SHARES SHARES SHARES CLASS SHARES
----------------- --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Sales Load Imposed on
Purchases............. NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends.. NONE NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE NONE
Redemption Fees......... NONE NONE NONE NONE
Exchange Fees........... NONE NONE NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
SMALL CAP SPECIAL EQUITY
BALANCED VALUE PORTFOLIO PORTFOLIO VALUE EQUITY
PORTFOLIO SERVICE SERVICE CLASS SERVICE CLASS PORTFOLIO SERVICE
CLASS SHARES SHARES SHARES CLASS SHARES
----------------- --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Investment Advisory
Fees.................. 0.70 %+ 1.00 %+ 0.85 %+ 0.70 %+
Administrative Fees..... 0.84 % 0.15 % 0.15 % 3.14 %
12b-1 Fees (Including
Shareholder
Servicing Fees)**..... 0.40 % 0.40 % 0.40 % 0.40 %
Other Expenses.......... 0.61 % 0.22 % 0.22 % 1.99 %
Advisory Fees Waived and
Expenses Assumed...... (1.15)% (0.17)% (0.07)% (4.83)%
----- ----- ----- -----
Total Operating Expenses
(After Fee Waivers and
Expenses Assumed)..... 1.40 %+* 1.60 %+* 1.55 %+* 1.40 %+*
===== ===== ===== =====
</TABLE>

1
<PAGE>

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

+ 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, Small Cap Value, Spe-
cial Equity and Value Equity Portfolios' Service Class Shares from exceed-
ing 1.40%, 1.60%, 1.55% and 1.40%, respectively, 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 Value Equity Portfo-
lios' Service Class Shares for the fiscal year ended October 31, 1996 would
have been 2.55% and 6.23%, respectively, of average daily net assets. The
Small Cap Value, Special Equity and Value Equity Portfolios' Service Class
Shares were not yet operational as of October 31, 1996. The Fund will not
reimburse the Adviser for advisory fees waived or for expenses that the Ad-
viser may bear on behalf of the Portfolios for a given fiscal year.

* 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%. The
Small Cap Value, Special Equity, and Value Equity Portfolios' Service Class
Shares were not yet operational as of October 31, 1996.
** 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 infor-
mation has been restated to reflect 12b-1 fees and current administrative
fees. (See "ADMINISTRATIVE SERVICES" herein and in the SAI.) The fees and ex-
penses for the Small Cap Value and Special Equity Portfolios' Service Class
Shares are estimates based on the assumption that each Portfolio's Service
Class Shares will have average net assets of $25 million. It is estimated that
without waiving fees the Total Operating Expenses of the Small Cap Value and
Special Equity Portfolios' Service Class Shares would be 1.77% and 1.62%, re-
spectively, of average daily net assets.

2
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Service Class Shares.... $14 $45 $77 $168
Small Cap Value Portfolio Service Class
Shares................................... $17 $54 * *
Special Equity Portfolio Service Class
Shares................................... $16 $49 * *
Value Equity Portfolio Service Class
Shares................................... $14 $45 * *
</TABLE>
- -----------

* As the Small Cap Value, Special Equity, and Value Equity Portfolios' Service
Class Shares were not yet operational as of October 31, 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.

The information set forth in the above table and example relates only to
Service Class Shares of the Portfolios, which shares are subject to different
total fees and expenses than Institutional Class Shares. Broker-dealers or
other financial intermediaries ("Service Agents") may charge other fees to
their customers who are beneficial owners of Service Class Shares in connec-
tion with their customer accounts. See "SERVICE AND DISTRIBUTION PLANS."

3
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

4
<PAGE>

RISK FACTORS

5
<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 Balanced Portfolio's Service
Class Shares and is part of the Portfolio's Financial Statements, which are
included in the Portfolio's 1996 Annual Report to Shareholders. The Financial
Statements are incorporated into the Fund's SAI. The Portfolio's Financial
Statements have been audited by Price Waterhouse LLP and the unqualified opin-
ion on the Financial Statements is also incorporated into the SAI. Please read
the following information in conjunction with the Portfolio's 1996 Annual Re-
port to Shareholders. The Small Cap Value, Special Equity, and Value Equity
Portfolios' Service Class Shares were not operational as of October 31, 1996.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO
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.

6
<PAGE>

INVESTMENT OBJECTIVES

INVESTMENT POLICIES

7
<PAGE>

equivalents. The Portfolio will invest at least 25% of its assets in fixed in-
come 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 shares of foreign compa-
nies traded on U.S. exchanges through sponsored and unsponsored American De-
positary Receipts ("ADRs") which are U.S. domestic securities representing
ownership rights in foreign companies. (See "FOREIGN INVESTMENTS" for a de-
scription of the risks involved.) 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.

8
<PAGE>

The Adviser utilizes top-down or macroeconomic analysis to identify indus-
tries which should benefit from major economic trends that ideally last five to
seven years. A combination of this top-down discipline with rigorous fundamen-
tal or bottom-up company analysis is used to seek to achieve the Portfolio's
objective. The Adviser's small cap stock selection process combines qualitative
and quantitative valuation criteria. On a qualitative and fundamental basis,
the Adviser analyzes such factors as management quality, restructuring opportu-
nities, improving industry fundamentals, insider stock ownership, "franchise"
strength, and competitive position. On a quantitative basis, valuation of
stocks is based on statistical measures such as current and normalized earnings
power, price-to-book value, dividend yield, price-to sales, and price-to-cash
flow. The Adviser extensively analyzes companies' financial statements for
signs of eroding quality of earnings, in order to avoid securities of companies
with deteriorating financial prospects. In addition to quantitative evaluation,
the Adviser uses company visits, as well as interviews with management and ana-
lysts.

The Portfolio may, for temporary defensive purposes, invest up to 100% of its
total assets in short-term money market instruments when market or economic
conditions warrant it. See "SHORT-TERM INVESTMENTS" for a description of the
types of short-term instruments in which the Portfolio may invest. When the
Portfolio is in a temporary defensive position, it may not necessarily be pur-
suing its stated investment objective.

THE SPECIAL EQUITY PORTFOLIO seeks to achieve its objective by investing, un-
der normal circumstances, at least 65% of its total assets in equity securi-
ties. The Portfolio will invest primarily in common stock, but it also may in-
vest in preferred stock, securities convertible or exchangeable into common
stock, ADRs and foreign securities, and rights and warrants to purchase common
stocks. The Portfolio may also invest in fixed income securities. The fixed in-
come securities in which the Portfolio may, under normal circumstances, invest
up to 35% of its total assets

9
<PAGE>

are selected using the criteria and ratings discussed above with respect to
the Balanced Portfolio except that the Portfolio may invest up to 15% of its
total assets in securities rated less than BBB by S&P or Baa by Moody's which
are commonly referred to as "junk bonds". The Portfolio may enter into futures
contracts and options. (See "OTHER INVESTMENT POLICIES" for a discussion of
these instruments.)

The Portfolio invests in cyclical industry companies during periods when the
securities of such companies appear to have strong potential for capital ap-
preciation. The Portfolio also invests in securities of "special situation"
companies which, the Adviser believes, have potential for significant future
earnings growth but have not performed well in the recent past. These situa-
tions may include companies with management turnaround trends, corporate or
asset restructuring, or significantly undervalued assets.

The Portfolio may, for temporary defensive purposes, invest up to 100% of
its total assets in short-term money market instruments when market or eco-
nomic conditions warrant it. See "SHORT-TERM INVESTMENTS" for a description of
the types of short-term instruments in which the Portfolio may invest. When
the Portfolio is in a temporary defensive position, it may not necessarily be
pursuing its stated investment objective.

THE VALUE EQUITY PORTFOLIO seeks to achieve its objective by investing, un-
der normal circumstances, at least 65% of its total assets in common stocks of
compa-

10
<PAGE>

nies with above-average statistical value which are in fundamentally attrac-
tive industries and which in the Adviser's opinion are undervalued at the time
of purchase. The Portfolio may also invest in other equity-related securities
consisting of convertible bonds, convertible preferred stocks, rights and war-
rants. The Adviser will select from a universe of 1100 companies of medium to
large capitalization. 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 average price-to-earnings and price-to-book ratios, above-aver-
age dividend yield and strong financial stability. The process is differenti-
ated 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.

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 total assets
in shares of foreign companies traded on U.S. exchanges or through sponsored
and unsponsored ADRs which are U.S. domestic securities representing ownership
rights in foreign companies. (See "FOREIGN INVESTMENTS" for a description of
the risks involved.)

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

11
<PAGE>

deposit, bankers' acceptances, time deposits, U.S. Government obligations,
U.S. Government agency securities, short-term corporate debt securities, 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, determined 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 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 agree-

12
<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, 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 delivery or payment 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

13
<PAGE>

settlement date. Typically, no income accrues on securities purchased on a de-
layed 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.

PORTFOLIO TURNOVER

Portfolio turnover for the Balanced and Value Equity Portfolios will approx-
imate 50%; for the Small Cap Value and Special Equity Portfolios, it will ap-
proximate 75% and 100%, 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 infor-
mation 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 "Finan-
cial Highlights" presents the Balanced Portfolio's historical portfolio turn-
over rate for the period ended October 31, 1996.

FOREIGN INVESTMENTS

14
<PAGE>

by changes in currency rates and in exchange control regulations, and may in-
cur costs in connection with conversions between various currencies.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested and to reduce transaction costs, the Spe-
cial Equity Portfolio may invest in stock index, interest rate and currency
futures contracts; related options on such futures contracts; and options on
equity securities. These instruments are commonly referred to as "deriva-
tives." Futures contracts provide for the sale by one party and purchase by
another party of a specified amount of a specific security, instrument or bas-
ket thereof, at a specific future date and at a specified price. An option on
a futures contract is a legal contract that gives the holder the right to buy
or sell a specified amount of futures contracts at a fixed or determinable
price upon the exercise of the option. The Portfolio may use these instruments
to hedge against changes in securities prices, interest rates, or foreign cur-
rency exchange rates or as part of its overall investment strategy. 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 futures and options to facilitate cash flows may reduce the Portfolio's
overall transaction costs.

15
<PAGE>

RESTRICTED SECURITIES

Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. Each of the Portfolios may invest up to
15% 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 Fund's

16
<PAGE>

Directors may change such policies without an affirmative vote of a majority
of the outstanding voting securities of a Portfolio, as defined in the 1940
Act.

INVESTMENT LIMITATIONS

Each Portfolio 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;

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% (33 1/3% for the Small Cap Value and Special Equity
Portfolios) 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

17
<PAGE>

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 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 required
minimum initial investment for each Portfolio is $2,500. Certain exceptions
may be determined 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 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.

18
<PAGE>

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

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check 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
. 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 #0210-00021
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 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.

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);

20
<PAGE>

REDEMPTION OF SHARES

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:

. changing the name of the commercial bank or the account designated
to receive redemption proceeds (this can be accomplished only by a

21
<PAGE>

written request signed by each shareholder, with each signature
guaranteed);

. 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.

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.

22
<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
0.25 of 1% of the average daily value of 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 exclusively by the Service Class Shares. Each
item for which a payment may be made under the Service Plan constitutes per-
sonal service and/or shareholder account maintenance and may constitute an ex-
pense of distributing Fund 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 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 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.

23
<PAGE>

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 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
involved.

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 in the aggregate .75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to .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 the Ad-
viser, or any of their affiliates, may, at its own expense, compensate a Serv-
ice 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 serv-
ices arrangements,

24
<PAGE>

when in effect, are made generally available to all qualified service provid-
ers. The Adviser may compensate its affiliated companies for referring invest-
ors 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.

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.

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 attributable to the class, less any
liabilities attributable to the class, by the total number of shares
outstanding attributable to the class. The

25
<PAGE>

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 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 neither 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. 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.

26
<PAGE>

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 distribution fees and any ad-
ditional 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 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

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 such
gains annually.

27
<PAGE>

INVESTMENT ADVISER

An Investment Committee of the Adviser is responsible for the day-to-day
management of the Balanced, Small Cap Value and Value Equity Portfolios.

28
<PAGE>

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:

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 Balanced, Small Cap Value, Special Equity and Value Equity
Portfolios' Service Class Shares from exceeding 1.40%, 1.60%, 1.55%, and
1.40%, respectively, 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.

ADVISER'S HISTORICAL PERFORMANCE

29
<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%
1996.............................................. 14.68 % 14.92%
Year to Date through 3/31/97...................... 0.61 % 1.52%
Annualized........................................ 14.65 % 14.27%
Cumulative*....................................... 704.85 % 664.99%
Fifteen-Year Mean (1/1/82-12/31/96)............... 15.35 % 14.75%
Value of $1 invested during fifteen years (1/1/82-
3/31/97)........................................ $8.05 $7.68
</TABLE>
- -----------

* Since inception 1/1/82.

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 $8.05 by March 31, 1997.

3. The FIFTEEN-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 in-

30
<PAGE>

vested in by the Adviser for the purpose of the composite performance num-
bers set forth above.

5. The Adviser's average annual management fee over the period shown (1/1/82-
3/31/97) 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 Small Cap Value Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Small Cap Value Portfolio may differ from those of the sepa-
rately managed accounts because such separately managed accounts may have fees
and expenses that differ from those of the Small Cap Value Portfolio. Further,
the separately managed accounts are not subject to investment limitations, di-
versification requirements and other restrictions imposed by the 1940 Act and
Internal Revenue Code; such conditions, if applicable, may have lowered the
returns for the separately managed accounts. The results presented are not in-
tended to predict or suggest the return to be experienced by the Portfolio or
the return an investor might achieve by investing in the Small Cap Value Port-
folio.

NWQ INVESTMENT MANAGEMENT COMPANY--SMALL CAP VALUE STRATEGY

(Percentage returns Net of Management Fees)

<TABLE>
<CAPTION>
NWQ INVESTMENT RUSSELL LIPPER
MANAGEMENT 2000 SMALL CAP
QUARTERS THROUGH: COMPANY INDEX FUNDS INDEX
- ----------------- -------------- ------- -----------
<S> <C> <C> <C>
3rd Qtr. '96.............................. 4.94% 0.34 % 1.26 %
4th Qtr. '96.............................. 11.19% 5.20 % (0.95)%
1st Qtr. '97.............................. 3.57% (5.17)% (9.42)%
Cumulative*............................... 20.85% 0.11 % (9.15)%
Value of $1 invested during
7/1/96-3/31/97.......................... $1.21 $1.01 $(0.91)
</TABLE>
- ----------

* Since inception 7/1/96.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
July 1, 1996 had grown to $1.21 by March 31, 1997.

31
<PAGE>

monthly basis and is generally considered representative of securities
similar to those invested in by the Adviser for the purpose of the compos-
ite performance numbers above.

3. LIPPER SMALL CAP FUNDS INDEX--An index which by prospectus or portfolio
practice invests primarily in companies with market capitalizations less
than $1 billion at the time of purchase and is generally considered repre-
sentative of securities similar to those invested in by the Adviser for
the purpose of the composite performance numbers above.

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 Special Equity Portfolio. The performance
data for the managed accounts is net of all fees and expenses. The investment
returns of the Special Equity Portfolio may differ from those of the sepa-
rately managed accounts because such separately managed accounts may have fees
and expenses that differ from those of the Special Equity Portfolio. Further,
the separately managed accounts are not subject to investment limitations, di-
versification requirements and other restrictions imposed by the 1940 Act and
Internal Revenue Code; such conditions, if applicable, may have lowered the
returns for the separately managed accounts. The results presented are not in-
tended to predict or suggest the return to be experienced by the Portfolio or
the return an investor might achieve by investing in the Special Equity Port-
folio.

NWQ INVESTMENT MANAGEMENT COMPANY--SPECIAL EQUITY STRATEGY

(Percentage returns Net of Management Fees)

<TABLE>
<CAPTION>
LIPPER
NWQ CAPITAL
INVESTMENT S&P 400 APPRECIATION
MANAGEMENT S&P 500 MID CAP FUNDS
QUARTERS THROUGH: COMPANY INDEX INDEX INDEX
- ----------------- ---------- ------- ------- ------------
<S> <C> <C> <C> <C>
4th Qtr. '96......................... 13.57% 8.34% 6.06 % 3.89%
1st Qtr. '97......................... 0.75% 2.68% (1.49)% 0.74%
Cumulative*.......................... 14.43% 11.24% 4.48 % 4.66%
Value of $1 invested during
10/1/96-3/31/97.................... $1.14 $1.11 $1.04 $1.05
</TABLE>
- ----------

* Since inception 10/1/96.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
October 1, 1996 had grown to $1.14 by March 31, 1997.

32
<PAGE>

2. 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.

3. S&P 400 MID CAP INDEX consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation.

5. The Adviser's average annual management fee over the period shown
(10/1/96-3/31/97) was 1.00% or 100 basis points, based on the maximum fee
schedule for NWQ's equity accounts of 1.00% per annum. Net returns to in-
vestors vary depending on the management fee.

Below are certain performance data provided by the Adviser pertaining to a
separately managed account that was managed by Mr. Bosse at ARCO Investment
Management Company with substantially similar (although not necessarily iden-
tical) objectives, policies and strategies as those of the Special Equity
Portfolio. The investment returns of the Special Equity Portfolio may differ
from those of the separately managed account because such separately managed
account may have had fees and expenses that differ from those of the Special
Equity Portfolio. Further, the separately managed account was not subject to
investment limitations, diversification requirements and other restrictions
imposed by the Investment Company Act of 1940 and Internal Revenue Code; such
conditions, if applicable, may have lowered the returns for the separately
managed account. During Mr. Bosse's tenure as the portfolio manager of the
separately managed account, he was primarily responsible for the day-to-day
management of the assets, and no other person had a significant role in
achieving the separately managed account's performance. The Special Equity
Portfolio and the separately managed account are separate investment vehicles.
The results presented are not intended to predict or suggest the return to be
experienced by the Special Equity Portfolio or the return or investor might
achieve by investing in the Special Equity Portfolio.

33
<PAGE>

ARCO VALUE EQUITY FUND RETURNS

(Percentage returns Net of Management Fees)

<TABLE>
<CAPTION>
ARCO LIPPER
VALUE S&P S&P 400 CAPITAL
CALENDAR YEARS EQUITY 500 MID CAP APPRECIATION
THROUGH: FUND INDEX INDEX FUNDS INDEX
- -------------- ------ ------ ------- ------------
<S> <C> <C> <C> <C>
1990.................................. 0.74% (3.10)% (5.13)% (4.36)%
1991.................................. 53.57% 30.47 % 50.10 % 24.07 %
1992.................................. 30.25% 7.62 % 11.91 % 14.41 %
1993.................................. 19.71% 10.08 % 13.95 % 14.84 %
1994.................................. 8.59% 1.32 % (3.58)% (3.65)%
1995.................................. 38.54% 37.58 % 30.94 % 21.07 %
1996*................................. 12.56% 13.50 % 12.39 % 10.37 %
Annualized............................ 23.18% 13.63 % 15.05 % 10.88 %
Cumulative**.......................... 308.50% 136.93 % 157.67 % 100.74 %
Value of $1 invested during 1/1/90-
9/30/96............................. $4.08 $2.37 $2.58 $2.01
</TABLE>
- -----------

* Three quarters through 9/30/96. Mr. Bosse was a Portfolio Manager and Di-
rector of Equity Research at ARCO Investment Management Company until Sep-
tember 30, 1996.

** Inception 1/1/90 thru 9/30/96.

Notes:

1. The separately managed account managed by Mr. Bosse was for ARCO Invest-
ment Management Company. Mr. Bosse was the portfolio manager for the en-
tire period indicated.

2. 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.

3. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1990 had grown to $4.08 by September 30, 1996.

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. S&P 400 MID CAP INDEX consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation.

34
<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>
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 %
1996.............................................. 22.26 % 22.96 %
Year to Date through 3/31/97...................... 1.68 % 2.68 %
Annualized........................................ 17.73 % 16.70 %
Cumulative*....................................... 1,105.87 % 954.08 %
Fifteen-Year Mean (1/1/82-12/31/96)............... 18.78 % 17.42 %
Value of $1 invested during fifteen years (1/1/82-
3/31/97)........................................ $ 12.06 $10.54
</TABLE>
- -----------

* Since inception 1/1/82.

35
<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 $12.06 by March 31, 1997.

3. The FIFTEEN-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.

ADMINISTRATIVE SERVICES

36
<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

37
<PAGE>

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 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.

38
<PAGE>

enses related to shareholder servicing, may bear expenses related to the dis-
tribution of such shares and have exclusive voting rights with respect to mat-
ters 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. Annual meetings will not be held except as required by
the 1940 Act and other applicable laws. The Fund has undertaken that its Di-
rectors 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 phone number listed on the cover of this Prospectus.

LITIGATION
The Fund is not involved in any litigation.

39
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio

DSI Disciplined Value Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio

NWQ Balanced Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Equity Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

40
<PAGE>

APPLICATION
UAM FUNDS INSTITUTIONAL SERVICE CLASS SHARES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[_] Corporation, Partnership or Other Entity

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

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

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

A Corporate Resolution Form is required.

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

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

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

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

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

- -------------------------------------------------------
3 INVESTMENT
- -------------------------------------------------------

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

_________________________________________ $______
_________________________________________ $______
TOTAL $______

- -------------------------------------------------------
4 METHOD OF PAYMENT
- -------------------------------------------------------
A.[_] Check (payable to UAM Funds) An Account No. will be assigned.

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

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

- -------------------------------------------------------
6 TELEPHONE REDEMPTION AND EXCHANGE
- -------------------------------------------------------
I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:
[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.
A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.

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

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

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

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

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
Joint Owner's Employer's Address

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

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

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

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

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

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

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

UAM Funds Service Center
<PAGE>

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

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

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

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

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

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

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

All applications are subject to acceptance by UAM Funds.

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

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

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

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

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

.an individual, the individual should sign

.joint tenants, both should sign

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

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

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

--IMPORTANT--

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

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

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

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

Investment Adviser
NWQ Investment Management Company

2049 Century Park East, 4th Floor

Los Angeles, CA 90067
(213) 624-6700

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

PROSPECTUS

August , 1997
<PAGE>

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

POST-EFFECTIVE AMENDMENT NO. 47

PART B

The following Statement of Additional Information is included in this
Post-Effective Amendment No. 47:

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

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

. Rice, Hall, James Portfolios Institutional Class Shares

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

. TS&W Portfolios Institutional Class Shares

The following Statement of Additional Information is also incorporated herein by
reference to Post-Effective Amendment No. 44:

. McKee Portfolios Institutional Class Shares

The following Statements of Additional Information are also incorporated herein
by reference to Post-Effective Amendment No. 43:

. Acadian Portfolios Institutional Class Shares
. C&B Portfolios Institutional Class Shares
. DSI Portfolios Institutional Class Shares and DSI
Disciplined Value Portfolio Institutional Service Class
Shares
. FMA Small Company Portfolio Institutional Class Shares and
Institutional Service Class Shares
. ICM Fixed Income Portfolio Institutional Class Shares
. ICM Equity and ICM Small Company Portfolios Institutional
Class Shares

. SAMI Preferred Stock Income Portfolio Institutional Class
Shares
. Sirach Portfolios Institutional Class Shares and Sirach
Strategic Balanced, Growth, Special Equity and Equity
Portfolios Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares
and Institutional Service Class Shares

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

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

The following Statement of Additional Information 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>

PART B

UAM FUNDS
- --------------------------------------------------------------------------------

NWQ PORTFOLIOS

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

STATEMENT OF ADDITIONAL INFORMATION - August_________, 1997

This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the
NWQ Balanced, NWQ Small Cap Value, NWQ Special Equity, and NWQ Value Equity
Portfolios' Institutional Class Shares (the "NWQ Portfolios" or singularly a
"Portfolio") and the Prospectus relating to the Institutional Service Class
Shares (the "Service Class Shares") both dated August _____, 1997. To obtain a
Prospectus, please call the UAM Funds Service Center at 1-800-638-7983.

Table of Contents
Page
<S> <C>
Investment Objectives and Policies............................................2

Purchase and Redemption of Shares.............................................7

Shareholder Services..........................................................7

Investment Limitations........................................................8

Management of the Fund........................................................9

Investment Adviser...........................................................11

Service and Distribution Plans...............................................12

Portfolio Transactions.......................................................14

Administrative Services......................................................14

Performance Calculations.....................................................15

General Information..........................................................17

Financial Statements.........................................................18

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

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

Investment Adviser
NWQ Investment Management Company (Adviser)

Distributor
UAM Fund Distributors, Inc. (Distributor)

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

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies of
the NWQ Balanced, NWQ Small Cap Value, NWQ Special Equity, and NWQ Value Equity
Portfolios (the "Portfolios") as set forth in the NWQ Prospectuses:

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or securities
issued or guaranteed by the U.S. Government having a value at all times not less
than 100% of the value of the securities loaned, (b) the borrower add to such
collateral whenever the price of the securities loaned rises (i.e., the borrower
"marks to the market" on a daily basis), (c) the loan be made subject to
termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the Prospectuses.

FUTURES CONTRACTS

The NWQ Special Equity Portfolio may purchase and sell exchange-traded
interest rate, stock index and currency futures contracts for the purposes of
hedging against anticipated changes in prevailing interest rates, over-all
prices of securities in which it may invest and currency exchange rates It may
also purchase and sell futures contracts to remain fully invested and to reduce
transaction costs. Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC"),
a U.S. Government agency.

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

Futures contracts on securities indices or other indices do not require the
physical delivery of securities, but merely provide for profits and losses
resulting from changes in the market value of a contract to be credited or
debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date a final cash
settlement occurs and the futures position is simply closed out. Changes in the
market value of a particular futures contract reflect changes in the level of
the index on which the futures contract is based.

Futures traders are required to make a good faith margin deposit in cash or
acceptable securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Generally, margin deposits are structured as percentages (e.g., 5%) of
the market value of the contracts being traded. After a futures contract
position is opened, the value of the contract is marked to market daily. If the
futures contract price changes to the extent that the margin on deposit does not
satisfy margin requirements, payment of additional "variation" margin will be
required. Conversely, change in the contract value may reduce the required
margin,

2
<PAGE>

resulting in a repayment of excess margin to the contract holder.
Variation margin payments are made to and from the futures broker for as long as
the contract remains open. The Portfolio expects to earn interest income on its
margin deposits.

Traders in futures contracts may be broadly classified as "hedgers".
Hedgers use the futures markets primarily to offset unfavorable changes in the
value of securities otherwise held for investment purposes or expected to be
acquired by them. The Portfolio intends to use futures contracts only for
hedging purposes.

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

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

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

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

RISK FACTORS IN FUTURES TRANSACTIONS

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

The risk of loss in trading futures contracts in some strategies can
be substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. However, because the futures
strategies of the Portfolio are engaged in only for hedging purposes, the
Adviser does not believe that the Portfolio is subject to the risks of loss
frequently associated with futures transactions. The Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.

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

3
<PAGE>

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

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

In order for the Portfolio to continue to qualify for Federal income
tax treatment as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"), at least 90% of its gross income, for a
taxable year must be derived from qualifying income; i.e., dividends, interest,
income derived from loans of securities, and gains from the sale of securities
or foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies. In addition, gains realized on the
sale or other disposition of securities held for less than three months must be
limited to less than 30% of a Portfolio's annual gross income. It is anticipated
that any net gain realized from the closing out of futures contracts will be
considered a gain from the sale of securities and therefore will be qualifying
income for purposes of the 90% requirement. In order to avoid realizing
excessive gains on securities held for less than three months, the Portfolio may
be required to defer the closing out of futures contracts beyond the time when
it would otherwise be advantageous to do so. It is anticipated that unrealized
gains on futures contracts, which have been open for less than three months as
of the end of the Portfolio's fiscal year and which are recognized for tax
purposes, will not be considered gains on securities held for less than three
months for the purposes of the 30% test.

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

OPTIONS

The NWQ Special Equity Portfolio may purchase and sell put and call
options and write covered call and put options on futures contracts generally
for hedging purposes. Investments in options involve some of the same
considerations that are involved in connection with investments in futures
contracts (e.g., the existence of a liquid secondary market). In addition, the
purchase of an option also entails the risk that changes in the value of
the

4
<PAGE>

underlying security or contract will not be fully reflected in the value of the
option purchased. Depending on the pricing of the option compared to either the
futures contract on which it is based or the price of the securities being
hedged, an option may or may not be less risky than ownership of the futures
contract or such securities. For example, there are significant differences
between the securities, futures and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objective. A decision as to whether, when, and how to use options
involves the exercise of skill and judgement by the Adviser, and even a
well-conceived transaction may be unsuccessful because of market behavior or
unexpected events.

WRITING COVERED CALL AND PUT OPTIONS AND PURCHASING CALL AND PUT OPTIONS

The Portfolio may write exchange-traded covered call and put options
on or relating to specific securities in order to earn additional income or, in
the case of a call written, to minimize or hedge against anticipated declines in
the value of its portfolio securities. The Portfolio may write covered call
options on its portfolio securities in amounts up to 10% of its total assets in
order to earn additional income or to minimize or hedge against anticipated
declines in the value of those securities. All call options written by the
Portfolio are covered, which means that the Portfolio will own the securities
subject to the option as long as the option is outstanding. All put options
written by the Portfolio are covered, which means that the Portfolio has
deposited with its custodian cash. U.S. Government securities or other
high-grade liquid securities with a value at least equal to the exercise price
of the option. Call and put options written by the Portfolio may also be covered
to the extent that the Portfolio's liabilities under such options are offset by
its rights under call or put options purchased by the Portfolio and call options
written by the Portfolio may also be covered by depositing cash or securities
with its custodian in the same manner as written puts are covered.

Through the writing of a covered call option the Portfolio receives
premium income but obligates itself to sell to the purchaser of such an option
the particular security underlying the option at a specified price at any time
prior to the expiration of the option period, regardless of the market value of
the security during this period. Through the writing of a covered put option,
the Portfolio receives premium income but obligates itself to purchase a
particular security underlying the option at a specified price at any time prior
to the expiration of the option period, regardless of market value during the
option period.

The Portfolio may in accordance with its investment objective also
write exchange-traded covered call and put options on stock indices. The
Portfolio may write such options to generate additional income or as a hedging
technique to minimize anticipated declines in the value of the Portfolio's
securities. In economic effect, a stock index call or put option is similar to
an option on a particular security, except that the value of the option depends
on the weighted value of the group of securities comprising the index, rather
than a particular security, and settlements are made in cash rather than by
delivery of a particular security.

The Portfolio may also purchase exchange-traded call and put options
with respect to securities and with respect also to stock indices that correlate
with its particular portfolio securities. The Portfolio may purchase put options
for defensive purposes in order to protect against an anticipated decline in the
value of portfolio securities. As the holder of a put option with respect to
individual securities, the Portfolio has the right to sell the securities
underlying the options and to receive a cash payment at the exercise price at
any time during the option period. As the holder of a put option on an index,
the Portfolio has the right to receive, upon exercise of the option, a cash
payment equal to a multiple of any excess of the strike price specified by the
option over the value of the index.

The Portfolio may purchase call options on individual securities in
order to take advantage of anticipated increases in the price of those
securities by purchasing the right to acquire the securities underlying the
option (or, with respect to options on indices, to receive income equal to the
value of such index over the strike price). As the holder of a call option with
respect to individual securities, the Portfolio obtains the right to purchase
the underlying securities at the exercise price at any time during the option
period. As the holder of a call option on a stock index, the Portfolio obtains
the right to receive upon exercise of the option, a cash payment equal to the
multiple of any excess of the value of the index on the exercise date over the
strike price specified in the option.

5
<PAGE>

The Portfolio may also write and purchase unlisted covered call and
put options. Such options are not traded on an exchange and may not be as
actively traded as listed securities, making the valuation of these securities
more difficult. In addition, an unlisted option entails a risk not found in
connection with listed options - that the party on the other side of the option
transaction will default. This may make it impossible to close out an unlisted
option position in some cases, and profits may be lost thereby. Except as
described below, such unlisted over-the-counter options will generally be
considered illiquid securities. The Portfolio will engage in such transactions
only with firms of sufficient credit to minimize these risks. Where the
Portfolio has entered into agreements with primary dealers with respect to the
unlisted options it has written, and such agreements would enable the Portfolio
to have an absolute right to repurchase, at a pre-established formula price, the
over-the-counter options written by it, the Portfolio will treat as illiquid
only the amount equal to the formula price described above less the amount by
which the option is "in the money."

Option-related investment practices involve certain risks that are
different in some respects from investment risks associated with similar funds
which do not engage in such activities. These risks include the following:
writing covered call options - the inability to effect closing transactions at
favorable prices and the inability to participate in the appreciation of the
underlying securities above an amount equal to the exercise price plus the
premium: writing covered put options - the inability to effect closing
transactions at favorable prices and the obligation to purchase the specified
securities or to make a cash settlement on a stock index at prices that may not
reflect current market values; and purchasing put and call options - possible
loss of the entire premium paid.

In addition, the effectiveness of hedging the Portfolio through the
purchase or sale (writing)of stock index options will depend upon the extent to
which price movements in the Portfolio's holdings being hedged correlate with
price movements in the selected stock index. Perfect correlation may not be
possible because the securities held or to be acquired by the Portfolio may not
exactly match the composition of the stock index on which options are purchased
or written.

SHORT-TERM INVESTMENTS

The Portfolios may invest in time deposits, certificates of deposit
(including marketable variable rate certificates of deposit) and bankers'
acceptances issued by a commercial bank or savings and loan association. Time
deposits are non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits maturing in
more than seven days will not be purchased by 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.

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

6
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Both classes of shares of the Portfolios may be purchased without a
sales commission at the Net Asset Value per Share (NAV) next determined after an
order is received in proper form by the Fund and payment is received by the
Fund's Custodian. An order received in proper form prior to the 4:00 p.m. close
of the New York Stock Exchange ("Exchange") will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the 4:00 p.m. close of the Exchange will be executed at the price computed
on the next day the Exchange is open after proper receipt. The Exchange will be
closed on the following days: Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; Christmas Day; and New Year's
Day.

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

Each Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the SEC, (2)
during any period when an emergency exists as defined by the rules of the SEC as
a result of which it is not reasonably practicable for a Portfolio to dispose of
securities owned by it or to fairly determine the value of its assets, and (3)
for such other periods as the SEC may permit. The Fund has made an election with
the SEC to pay in cash all redemptions requested by any shareholder of record
limited in amount during any 90-day period to the lesser of $250,000 or 1% of
the net assets of the Fund at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. Redemptions in excess of the
above limits may be paid, in whole or in part, in investment securities or in
cash as the Directors may deem advisable; however, payment will be made wholly
in cash unless the Directors believe that economic or market conditions exist
which would make such a practice detrimental to the best interests of the Fund.
If redemptions are paid in investment securities, such securities will be valued
as set forth in the Prospectuses under "Valuation of Shares" and a redeeming
shareholder would normally incur brokerage expenses if these securities were
converted to cash.

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

SIGNATURE GUARANTEES

To protect your account, the Fund and Chase Global Funds Services
Company ("CGFSC") from fraud, signature guarantees are required for certain
redemptions. Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934.

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

SHAREHOLDER SERVICES

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

EXCHANGE PRIVILEGE

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

7
<PAGE>

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

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

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

TRANSFER OF SHARES

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

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the
Prospectuses. Whenever an investment limitation sets forth a percentage
limitation on investment or utilization of assets, such limitation shall be
determined immediately after and as a result of a Portfolio's acquisition of
such security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with a Portfolio's
investment limitations. A Portfolio's fundamental investment limitations cannot
be changed without approval by a "majority of the outstanding shares" (as
defined in the 1940 Act) of the Portfolio. Each Portfolio will not:

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

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

(3) make loans except (i) by purchasing debt securities in
accordance with its investment objectives and (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;

(4) underwrite the securities of other issuers;

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

(6) purchase on margin or sell short;

8
<PAGE>

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

(8) invest more than an aggregate of 15% of the net assets of
the Portfolio, determined at the time of investment, in
securities subject to legal or contractual restrictions on
resale or securities for which there are no readily
available markets;

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

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

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and elect its Officers. The following is a list of the Directors
and Officers of the Fund and a brief statement of their present positions and
principal occupations during the past five years. Those people who are
"interested persons" of the Fund as that term is defined in the 1940 Act are
indicated by an asterisk (*).

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

Philip D. English (8/05/48) Director; 16 West Madison Street, Baltimore, MD;
President and Chief Executive Officer of Broventure Company, Inc.; Chairman of
the Board of Chektec Corporation and Cyber Scientific, Inc.

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

Norton H. Reamer* (9/21/35) Director, President and Chairman; One International
Place, Boston, MA; President, Chief Executive Officer and a Director of United
Asset Management Corporation; Director, Partner or Trustee of each of the
Investment Companies of the Eaton Vance Group of Mutual Funds.

Peter M. Whitman, Jr.* (7/01/43) Director; One Financial Center, Boston, MA;
President and Chief Investment Officer of Dewey Square Investors Corporation
(1988-Present); Director and Chief Executive Officer of H.T. Investors, Inc.,
formerly a subsidiary of Dewey Square.

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

Gary L. French* (7/04/51) Treasurer; 211 Congress Street, Boston, MA; President
of UAM Fund Services, Inc. and UAM Fund Distributors, Inc.; Vice President of
Operations, Development and Control of Fidelity Investments (1995); Treasurer of
the Fidelity Group of Mutual Funds (1991-1995).

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

9
<PAGE>

Gordon M. Shone* (7/30/56) Assistant Treasurer; 73 Tremont Street, Boston, MA;
Vice President of Fund Administration and Compliance of Chase Global Funds
Services Company; formerly Senior Audit Manager of Coopers & Lybrand
L.L.P.(1983-1996).

Michael E. DeFao* (2/28/68) Secretary; 211 Congress Street, Boston, MA; Vice
President and General Counsel of UAM Fund Services, Inc. and UAM Fund
Distributors, Inc.; Associate Attorney in the Boston office of Ropes & Gray
(1993-1995)

Karl O. Hartmann* (3/07/55) Assistant Secretary; 73 Tremont Street, Boston, MA;
Senior Vice President and General Counsel of Chase Global Funds Services
Company.

REMUNERATION OF DIRECTORS AND OFFICERS

The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $6,300 per quarter. In addition, each unaffiliated Director receives
a $2,000 meeting fee which is aggregated for all of the Directors and allocated
proportionately among the Portfolios of the Fund and UAM Funds Trust and
reimbursement for travel and other expenses incurred while attending Board
meetings. Directors who are also officers or affiliated persons receive no
remuneration for their service as Directors. The Fund's officers and employees
are paid by either the Adviser, United Asset Management Corporation ("UAM"),
FSI, or CGFSC and receive no compensation from the Fund. The following table
shows aggregate compensation paid to each of the Fund's unaffiliated Directors
by the Fund and total compensation paid by the Fund, UAM Funds Trust and AEW
Commercial Mortgage Securities Fund, Inc. (collectively the "Fund Complex") in
the fiscal year ended October 31, 1996.

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

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

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

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

PRINCIPAL HOLDERS OF SECURITIES

As of May 30, 1997, the directors and officers of the Fund owned less than
1% of the Fund's outstanding shares.

As of May 30, 1997, the following persons or organizations held of record
or beneficially 5% or more of the shares of a Portfolio, as noted.

NWQ Balanced Portfolio Institutional Class Shares: Nabank & Co., Attention:
Trust Securities, P.O. Box 2180, Tulsa, OK, 50.4%*; Fleet National Bank,
Trustee, FBO Charlotte Eye Ear Nose & Throat, P.O. Box 92800, Rochester, NY,
10.1%*; Hartnat & Co., Scottsdale Princess, P.O. Box 92800, Rochester, NY,
10.4%*; Hartnat & Co., Princess Hotels/John F. Price, P.O. Box 92800, Rochester,
NY, 8.3%*; Campbell Company Inc., Employees Retirement Trust, 1515 4th Avenue
South Avenue, Suite A, Seattle, WA, 6.2%*; William Park/Joseph R. Ramrath,
Trustees, FBO California Central Trust Bank Corp., FBO NWQ Balanced, Box 5024,
Costa Mesa, CA, 5.1%*.

10
<PAGE>

NWQ Balanced Portfolio Service Class Shares: Fleet National Bank,
Trustee, FBO Davies Medical Pension Plan, P.O. Box 92800, Rochester, NY 24.4%*;
Fleet National Bank, Trustee, Laidlaw/Allied/NWQ, P.O. Box 92800, Rochester, NY,
20.1%*; Hartnat & Co., Hoag Memorial Hospital, Conservative Collective, P.O.
Box 92800 Rochester, NY, 13.2%*; Hartnat & Co., Hoag Memorial Hospital, Moderate
Collective, P.O. Box 92800 Rochester, NY, 10.2%*; Hartnat & Co., Hoag Memorial
Hospital, P.O. Box 92800 Rochester, NY, 10.4%*; Hartnat & Co., North Texas, P.O.
Box 92800, Rochester, NY, 7.7%*.

NWQ Value Equity Portfolio Institutional Class Shares: Charles Schwab
& Co., Inc., FBO Reinvest Account, Attention: Mutual Funds, 101 Montgomery
Street, San Francisco, CA, 29.9%*; Nix, Mann and Associates, Inc., Profit
Sharing Plan and Trust, 1382 Peachtree Street, NE, Atlanta, GA, 20.1%; Fleet
National Bank, Trustee for Arizona Bank, P.O. Box 92800, Rochester, NY 10.1%*;
William Park/Joseph R. Ramrath, Trustees, FBO California Central Bank Corp., FBO
NWQ Value Equity, Box 5024, Costa Mesa, CA, 9.3%*; Brendan Kennedy, c/o
Tricoastal, 1212 Avenue of the Americas, New York, NY, 6.1%.

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

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

INVESTMENT ADVISER

PHILOSOPHY AND STYLE

The Adviser strives to achieve enhanced risk-adjusted returns or what
is commonly referred to as Northwest quadrant performance. The Adviser utilizes
a top-down, theme-driven approach to value. The Adviser believes the most
important investment decision is determining the major, long-term,
macro-economic trends that drive market prices. From this macro-economic
standpoint, the Adviser develops a dominant theme that focuses on those market
sectors that they believe will be the primary beneficiaries of underlying
economic/monetary/social trends. Within these sectors that possess a fundamental
"tailwind," the Adviser seeks to identify statistically undervalued companies by
applying traditional value screens. The Adviser's fundamental research focuses
on companies that possess below-average price-to-book and price-to-earnings
ratios and above-average dividend yields. The Adviser's investment objective is
to achieve consistently enhanced returns on an absolute and risk-adjusted basis,
throughout a variety of economic environments.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included: the Archdiocese of
Milwaukee, Arizona State University Foundation, Coldwell Banker, United States
Air Force Association and the Washington D.C. Metro Transit Authority.

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

CONTROL OF ADVISER

The Adviser is a wholly-owned subsidiary of UAM, a holding company
incorporated in Delaware in December 1980 for the purpose of acquiring and
owning firms engaged primarily in institutional investment management. Since its
first acquisition in August 1983, UAM has acquired or organized approximately 47
such wholly-owned affiliated firms (the "UAM Affiliated Firms"). UAM believes
that permitting UAM Affiliated Firms to retain control over their investment
advisory decisions is necessary to allow them to continue to provide investment
management services that are intended to meet the particular needs of their
respective clients.

11
<PAGE>

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue
to operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Investment Advisory Agreements, 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>
Rate
<S> <C>
NWQ Balanced Portfolio............................... 0.70%
NWQ Small Cap Value Portfolio........................ 1.00%
NWQ Special Equity Portfolio......................... 0.85%
NWQ Value Equity Portfolio........................... 0.70%
</TABLE>

For the period from August 2, 1994 (date of commencement) to October
31, 1994, the NWQ Balanced Portfolio paid no advisory fees. During this period,
the Adviser voluntarily waived advisory fees of approximately $1,805. For the
fiscal years ended October 31, 1995 and 1996, the NWQ Balanced Portfolio paid no
advisory fees. During these years the Adviser voluntarily waived advisory fees
of approximately $20,000 and $80,598, respectively.

For the period from September 21, 1994 (date of commencement) to
October 31, 1994, the NWQ Value Equity Portfolio paid no advisory fees. During
this period the Adviser voluntarily waived advisory fees of approximately $190.
For the fiscal years ended October 31, 1995 and 1996, the NWQ Value Equity
Portfolio paid no advisory fees. During this period the Adviser voluntarily
waived advisory fees of approximately $5,000 and $20,776, respectively.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolios' Service Class Shares Prospectus, the
Distributor may enter into agreements with broker-dealers and other financial
institutions ("Service Agents"), pursuant to which they will provide
administrative support services to Service Class shareholders who are their
customers ("Customers") in consideration of the Fund's payment of 0.25% (on an
annualized basis) of the average daily NAV of the Service Class Shares held by
the Service Agent for the benefit of its Customers. Such services include: (a)
acting as the sole shareholder of record and nominee for beneficial owners; (b)
maintaining account record for such beneficial owners of the Fund's shares; (c)
opening and closing accounts; (d) answering questions and handling
correspondence from shareholders about their accounts; (e) processing
shareholder orders to purchase, redeem and exchange shares; (f) handling the
transmission of funds representing the purchase price or redemption proceeds;
(g) issuing confirmations for transactions in the Fund's shares by shareholders;
(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports; (i) assisting customers in completing
application forms, selecting dividend and other account options and opening any
necessary custody accounts; (j) providing account maintenance and accounting
support for all transactions; and (k) performing such additional shareholder
services as may be agreed upon by the Fund and the Service Agent, provided that
any such additional shareholder service must constitute a permissible
non-banking activity in accordance with the then current regulations of, and
interpretations thereof by, the Board of Governors of the Federal Reserve
System, if applicable.

Each agreement with a Service Agent is governed by a Shareholder
Service Plan (the "Service Plan") that has been adopted by the Fund's Board of
Directors. Pursuant to the Service Plan, the Board of Directors reviews, at
least quarterly, a written report of the amounts expended under each agreement
with Service Agents and the purposes for which the expenditures were made. In
addition, arrangements with Service Agents must be approved annually by a
majority of the Fund's Directors, including a majority of the Directors who are
not "interested

12
<PAGE>

persons" of the Fund as defined in the 1940 Act and have no direct or indirect
financial interest in such arrangements.

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

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

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

The maximum annual aggregate fee payable by the Fund under the
Service and Distribution Plans (the "Plans"), is 0.75% of the Service Class
Shares' average daily net assets for the year. The Fund's Board of Directors may
reduce this amount at any time. Although the maximum fee payable under the 12b-1
Plan relating to the Service Class Shares is 0.75% of average daily net assets
of such Class, the Board of Directors has determined that the annual fee,
payable on a monthly basis, under the Plans relating to the Service Class
Shares, currently cannot exceed 0.50% of the average daily net assets
represented by the Service Class. While the current fee which will be payable
under the Service Plan and Distribution Plan has been set at 0.25% and 0.15%,
respectively, the Plans permit a full 0.75% on all assets to be paid at any time
following appropriate Board approval.

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

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

Each year the Directors must determine whether continuation of the
Plans is in the best interest of the shareholders of Service Class Shares and
that there is a reasonable likelihood of the Plans providing a benefit to the
Class. The Plans, the Distribution Agreement and the related agreements with any
broker-dealer or others relating to the Class may be terminated at any time
without penalty by a majority of those Directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
Class. Any amendment materially

13
<PAGE>

increasing the maximum percentage payable under the Plans must likewise be
approved by a majority vote of the relevant Class' outstanding voting
securities, as well as by a majority vote of those Directors who are not
"interested persons." Also, any other material amendment to the Plans must be
approved by a majority vote of the Directors including a majority of the
Directors of the Fund having no interest in the Plans. In addition, in order for
the Plans to remain effective, the selection and nomination of Directors who are
not "interested persons" of the Fund must be effected by the Directors who
themselves are not "interested persons" and who have no direct or indirect
financial interest in the Plans. Persons authorized to make payments under the
Plans must provide written reports at least quarterly to the Board of Directors
for their review. The NASD has adopted amendments to its Rules of Fair Practice
relating to investment company sales charges. The Fund and the Distributor
intend to operate in compliance with these rules.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select
the brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and direct the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or effect principal transactions with dealers on the basis of sales of shares
which may be made through broker-dealer firms. However, the Adviser may place
portfolio orders with qualified broker-dealers who recommend the Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended, October 31, 1994, 1995 and 1996,
the entire Fund paid brokerage commissions of approximately $2,402,000,
$2,983,000, and $2,887,884, respectively.

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

ADMINISTRATIVE SERVICES

As stated in the Prospectuses, the Board of Directors of the Fund
approved a new Fund Administration Agreement between FSI, a wholly owned
subsidiary of UAM, and the Fund. The Fund's Directors also approved a Mutual
Fund Services Agreement between FSI and CGFSC. The services provided by FSI and
CGFSC and the basis of the fees payable by the Fund under the Fund
Administration Agreement are described in the Portfolios' Prospectuses. Prior to
April 15, 1996, CGFSC or its predecessor, Mutual Funds Service Company, provided
certain administrative services to the Fund under an Administration Agreement
between the Fund and U.S. Trust Company of New York. The basis of the fees paid
to CGFSC for the most recent fiscal period to April 14, 1996 was as follows: the
Fund paid a monthly fee for its services which on an annualized basis equaled
0.20% of the first $200 million in combined assets; plus 0.12% of the next $800
million in combined assets; plus 0.08% on assets over $1 billion but less than
$3 billion; plus 0.06% on assets over $3 billion. The fees were allocated among
the Portfolios on the basis of their relative assets and were subject to a
designated minimum fee schedule per Portfolio, which ranged from $2,000 per
month upon inception of a Portfolio to $70,000 annually after two years.

During the fiscal years ended October 31, 1994, 1995 and 1996,
administrative services fees paid to the Administrator by the NWQ Balanced and
NWQ Value Equity Portfolios approximately totaled $6,339, $48,000 and $95,007
and $4,138, $44,000, and $72,798, respectively. Of the fees paid during the year
ended October 31, 1996, NWQ Balanced Portfolio paid $90,165 to CGFSC and $4,842
to FSI, and NWQ Value Equity Portfolio paid $72,120 to CGFSC and $678 to FSI.
The services provided by FSI and the basis of the fees payable to FSI are
described in the Portfolios' Prospectuses.

14
<PAGE>

PERFORMANCE CALCULATIONS
PERFORMANCE

The Portfolios may from time to time quote various performance
figures to illustrate the past performance of each class of the Portfolios.
Performance quotations by investment companies are subject to rules adopted by
the SEC, which require the use of standardized performance quotations or,
alternatively, that every non-standardized performance quotation furnished by
each class of the Portfolios be accompanied by certain standardized performance
information computed as required by the SEC. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the SEC. An
explanation of those and other methods used by each class of the Portfolios to
compute or express performance follows.

YIELD

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

A yield figure is obtained using the following formula:

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

where:

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

TOTAL RETURN

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

The average annual total return of the NWQ Balanced Portfolio
Institutional Class Shares and the NWQ Value Equity Portfolio Institutional
Class Shares from inception and for the one year period ended on the date of the
Financial Statements included herein are as follows:

15
<PAGE>

Since Inception
Through Fiscal
One Year Year
Ended Ended
October 31, October 31, Inception
1996 1996 Date
---------- ----------- ---------
<S> <C> <C> <C>
NWQ Balanced Portfolio
Institutional Class Shares....................... 13.68% 13.21% 8/2/94
NWQ Value Equity Portfolio
Institutional Class Shares....................... 22.69% 19.06% 9/21/94
</TABLE>

The cumulative total return of the NWQ Balanced Portfolio
Institutional Service Class Shares from inception to the date of the Financial
Statements included herein is as follows:

<TABLE>
Since Inception
Through Fiscal
Year
Ended
October 31, Inception
1996 Date
---------- ---------
<S> <C> <C>
NWQ Balanced Portfolio
Institutional Service Class Shares............... 8.89% 1/22/96
</TABLE>

These figures are calculated according to the following formula:

P(1 + T)/n/ = ERV

where:

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

Institutional Class Shares of NWQ Small Cap Value and NWQ Special
Equity Portfolios and Service Class Shares of NWQ Small Cap Value, NWQ Special
Equity, and NWQ Value Equity Portfolios were not offered as of October 31, 1996.
Accordingly, no total return figures are available.

COMPARISONS

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

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

16
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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

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

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

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

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

17
<PAGE>

FEDERAL TAXES

In order for each Portfolio to continue to qualify for Federal income
tax treatment as a regulated investment company under the Code, at least 90% of
its gross income for a taxable year must be derived from qualifying income,
i.e., dividends, interest, income derived from loans of securities, and gains
from the sale of securities or foreign currencies or other income derived with
respect to its business of investing in such securities or currencies. In
addition, gains realized on the sale or other disposition of securities held for
less than three months must be limited to less than 30% of the Portfolio's
annual gross income.

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

CODE OF ETHICS

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

FINANCIAL STATEMENTS

The Financial Statements of NWQ Balanced and NWQ Value Equity
Portfolios and the Financial Highlights for the respective periods presented
which appear in the Portfolios' 1996 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also appearing
therein, are attached to this SAI.

18
<PAGE>

NWQ BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (53.9%)
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE (3.4%)
Boeing Co. ................................................. 4,300 $ 410,113
Sundstrand Corp. ........................................... 5,800 233,450
United Technologies Corp.................................... 2,600 334,750
-----------
978,313
- --------------------------------------------------------------------------------
BASIC RESOURCES (3.1%)
Champion International Corp................................. 4,600 200,100
Cyprus Amax Minerals Co. ................................... 3,850 87,107
IMC Global, Inc. ........................................... 13,500 506,250
Weyerhaeuser Co. ........................................... 2,150 98,632
-----------
892,089
- --------------------------------------------------------------------------------
BROADCASTING & PUBLISHING (0.4%)
Dun & Bradstreet Corp....................................... 2,100 121,538
- --------------------------------------------------------------------------------
CAPITAL EQUIPMENT (10.5%)
BW/IP, Inc.................................................. 925 12,488
Case Corp................................................... 6,600 306,900
Caterpillar, Inc............................................ 10,450 717,132
Cooper Industries, Inc...................................... 3,400 136,850
Deere & Co.................................................. 13,500 563,625
Foster Wheeler Corp......................................... 6,200 254,200
Ingersoll-Rand Co........................................... 10,700 445,388
Kennametal, Inc............................................. 3,000 102,000
Trinity Industries, Inc..................................... 5,000 173,125
York International Corp..................................... 5,950 287,832
-----------
2,999,540
- --------------------------------------------------------------------------------
CHEMICALS (3.9%)
Air Products & Chemical, Inc................................ 2,650 159,000
Dow Chemical Co............................................. 4,100 318,775
Du Pont (E.I.) de Nemours & Co.............................. 3,100 287,525
Grace (W.R.) & Co........................................... 6,300 333,900
-----------
1,099,200
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE>

NWQ BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
CONSUMER DURABLES (4.8%)
Black & Decker Corp........................................ 6,500 $ 242,938
Echlin, Inc................................................ 7,600 247,950
Exide Corp................................................. 9,550 248,300
General Motors Corp. ...................................... 7,550 406,756
Maytag Corp. .............................................. 12,000 238,500
----------
1,384,444
- -------------------------------------------------------------------------------
ELECTRONICS (2.7%)
Emerson Electric Co........................................ 4,500 400,500
General Electric Co........................................ 600 58,050
General Signal Corp........................................ 1,700 69,275
Grainger (W.W.), Inc....................................... 3,300 244,613
----------
772,438
- -------------------------------------------------------------------------------
ENERGY (5.5%)
Coastal Corp. ............................................. 1,050 45,150
Dresser Industries, Inc. .................................. 6,100 200,538
*Ensco International, Inc. ................................. 4,600 198,950
Halliburton Co............................................. 6,850 387,882
*McDermott (J.Ray) S.A...................................... 7,900 214,288
*Noble Drilling Corp. ...................................... 6,200 115,475
*Reading & Bates Corp....................................... 5,000 143,750
Tidewater, Inc............................................. 6,200 271,250
----------
1,577,283
- -------------------------------------------------------------------------------
FINANCIAL SERVICES (9.1%)
Allstate Corp.............................................. 5,500 308,687
American International Group, Inc.......................... 2,050 222,681
Bank of New York Co., Inc.................................. 10,000 331,250
Bear Stearns Cos., Inc. ................................... 8,400 198,450
Chase Manhattan Corp....................................... 3,000 257,250
Comerica, Inc. ............................................ 2,800 148,750
General RE Corp............................................ 2,550 375,488
Highlands Insurance Group.................................. 145 2,864
National City Corp......................................... 9,925 430,497
Norwest Corp............................................... 7,500 329,062
----------
2,604,979
- -------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-7
<PAGE>

NWQ BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- -------------------------------------------------------------------------------
HEALTH CARE (1.2%)
Columbia/HCA Healthcare Corp............................... 9,300 $ 332,475
- -------------------------------------------------------------------------------
METALS (2.0%)
*Alumax, Inc................................................ 4,900 157,412
*Bethlehem Steel Corp....................................... 3,200 26,000
Reynolds Metals Co......................................... 3,600 202,500
USX-US Steel Group, Inc. .................................. 6,750 183,938
----------
569,850
- -------------------------------------------------------------------------------
MULTI-INDUSTRY (2.0%)
Loews Corp................................................. 4,600 380,075
Minnesota Mining & Manufacturing Co........................ 2,550 195,394
----------
575,469
- -------------------------------------------------------------------------------
TECHNOLOGY (2.9%)
AMP, Inc................................................... 2,850 96,544
Honeywell, Inc. ........................................... 1,400 86,975
Texas Instruments, Inc..................................... 7,450 358,531
Thomas & Betts Corp........................................ 6,700 283,913
----------
825,963
- -------------------------------------------------------------------------------
TELECOMMUNICATIONS (1.0%)
AT&T Corp.................................................. 2,900 101,138
GTE Corp................................................... 4,250 179,031
----------
280,169
- -------------------------------------------------------------------------------
TRANSPORTATION (1.4%)
Burlington Northern, Inc. ................................. 3,400 280,075
CSX Corp. ................................................. 3,000 129,375
----------
409,450
- -------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $14,361,262)...................... 15,423,200
- -------------------------------------------------------------------------------
PREFERRED STOCKS (0.0%)
- -------------------------------------------------------------------------------
HEALTH CARE (0.0%)
Fresenius Medical Care AG (COST $79)........................ 800 104
- -------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-8
<PAGE>

NWQ BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT SECURITIES (10.9%)
- -------------------------------------------------------------------------------
U.S. TREASURY NOTES
6.125%, 5/31/97....................................... $ 600,000 $ 602,132
5.625%, 1/31/98....................................... 1,000,000 999,804
8.00%, 8/15/99........................................ 25,000 26,320
6.375%, 8/15/02....................................... 200,000 202,164
5.875%, 2/15/04....................................... 500,000 488,281
7.25%, 5/15/04........................................ 750,000 792,188
- -------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT SECURITIES (COST $3,081,458)..... 3,110,889
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS (36.6%)
- -------------------------------------------------------------------------------
U.S. TREASURY BILLS (18.8%)
**5.08%, 12/19/96...................................... 1,000,000 993,270
**5.21%, 4/10/97....................................... 2,000,000 1,954,934
**5.25%, 4/24/97....................................... 2,500,000 2,438,012
-----------
5,386,216
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENT (17.8%)
Chase Securities, Inc. 5.58%, dated 10/31/96, due
11/1/96, to be repurchased at $5,113,792
collateralized by $4,942,279 of various U.S. Treasury
Notes, 5.875%-7.75%, due 3/31/99-11/30/99, valued at
$5,113,012........................................... 5,113,000 5,113,000
- -------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $10,499,219)........ 10,499,216
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS (101.4%) (COST $27,942,018)(A)....... 29,033,409
- -------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.4%)................... (410,418)
- -------------------------------------------------------------------------------
NET ASSETS (100%)...................................... $28,622,991
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
+ See Note A to Financial Statements
* Non-Income Producing Security.
** Interest rates disclosed for U.S. Treasury Bills represent effective yield
at October 31, 1996.
(a) The cost for federal income tax purposes was $27,942,018. At October 31,
1996, net unrealized appreciation for all securities based on tax cost
was $1,091,391. This consisted of aggregate gross unrealized appreciation
for all securities of $1,320,182 and aggregate gross unrealized deprecia-
tion for all securities of $228,791.

The accompanying notes are an integral part of the financial statements.

F-9
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (94.9%)
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE (7.0%)
Boeing Co. .................................................. 800 $ 76,300
Sundstrand Corp. ............................................ 1,700 68,425
United Technologies Corp..................................... 650 83,688
----------
228,413
- --------------------------------------------------------------------------------
BASIC RESOURCES (4.1%)
Champion International Corp.................................. 1,200 52,200
IMC Global, Inc. ............................................ 1,050 39,375
Weyerhaeuser Co.............................................. 950 43,581
----------
135,156
- --------------------------------------------------------------------------------
CAPITAL EQUIPMENT (16.3%)
BW/IP, Inc................................................... 225 3,038
Case Corp.................................................... 300 13,950
Caterpillar, Inc............................................. 2,025 138,966
Cooper Industries, Inc....................................... 1,450 58,362
Deere & Co................................................... 3,300 137,775
Foster Wheeler Corp.......................................... 300 12,300
Ingersoll-Rand Co............................................ 1,750 72,844
Kennametal, Inc.............................................. 1,100 37,400
Trinity Industries, Inc...................................... 625 21,641
York International Corp...................................... 800 38,700
----------
534,976
- --------------------------------------------------------------------------------
CHEMICALS (7.5%)
Air Products & Chemical, Inc................................. 1,650 99,000
Dow Chemical Co.............................................. 600 46,650
Du Pont (E.I.) de Nemours & Co............................... 500 46,375
Grace (W.R.) & Co............................................ 1,025 54,325
----------
246,350
- --------------------------------------------------------------------------------
CONSUMER DURABLES (7.8%)
Black & Decker Corp.......................................... 1,000 37,375
Echlin, Inc.................................................. 1,600 52,200
Exide Corp................................................... 1,450 37,700
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-10
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- --------------------------------------------------------------------------------
CONSUMER DURABLES--(CONTINUED)
General Motors Corp. ....................................... 1,675 $ 90,241
Maytag Corp. ............................................... 2,000 39,750
----------
257,266
- --------------------------------------------------------------------------------
ELECTRONICS (3.5%)
Emerson Electric Co......................................... 550 48,950
General Electric Co......................................... 175 16,931
General Signal Corp......................................... 800 32,600
Grainger (W.W.), Inc. ...................................... 200 14,825
----------
113,306
- --------------------------------------------------------------------------------
ENERGY (10.1%)
Coastal Corp. .............................................. 875 37,625
Dresser Industries, Inc. ................................... 2,025 66,572
*Ensco International, Inc. .................................. 1,400 60,550
Halliburton Co.............................................. 575 32,559
*McDermott (J.Ray) S.A....................................... 1,600 43,400
*Noble Drilling Corp. ....................................... 2,800 52,150
Tidewater, Inc.............................................. 900 39,375
----------
332,231
- --------------------------------------------------------------------------------
FINANCIAL SERVICES (17.2%)
Allstate Corp............................................... 1,300 72,962
American International Group, Inc........................... 600 65,175
Bank of New York Co., Inc................................... 2,400 79,500
Bear Stearns Cos., Inc...................................... 1,400 33,075
Chase Manhattan Corp........................................ 700 60,025
General RE Corp............................................. 375 55,219
Highlands Insurance Group................................... 57 1,126
National City Corp. ........................................ 1,775 76,991
Norwest Corp................................................ 2,750 120,656
----------
564,729
- --------------------------------------------------------------------------------
HEALTH CARE (2.0%)
Columbia/HCA Healthcare Corp................................ 1,800 64,350
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-11
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE+
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS--(CONTINUED)
- --------------------------------------------------------------------------------
METALS (5.7%)
*Alumax, Inc. .............................................. 1,775 $ 57,022
*Bethlehem Steel Corp. ..................................... 3,100 25,187
Reynolds Metals Co. ....................................... 900 50,625
USX-US Steel Group, Inc. .................................. 2,000 54,500
-----------
187,334
- --------------------------------------------------------------------------------
MULTI-INDUSTRY (3.7%)
Loews Corp. ............................................... 600 49,575
Minnesota Mining & Manufacturing Co. ...................... 925 70,878
-----------
120,453
- --------------------------------------------------------------------------------
TECHNOLOGY (7.2%)
AMP, Inc. ................................................. 1,100 37,262
Honeywell, Inc. ........................................... 700 43,488
Texas Instruments, Inc. ................................... 2,200 105,875
Thomas & Betts Corp. ...................................... 1,200 50,850
-----------
237,475
- --------------------------------------------------------------------------------
TELECOMMUNICATIONS (1.0%)
AT&T Corp. ................................................ 925 32,260
GTE Corp. ................................................. 50 2,106
-----------
34,366
- --------------------------------------------------------------------------------
TRANSPORTATION (1.8%)
Burlington Northern, Inc. ................................. 525 43,247
CSX Corp. ................................................. 350 15,094
-----------
58,341
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $2,662,552)....................... 3,114,746
- --------------------------------------------------------------------------------
PREFERRED STOCKS (0.0%)
- --------------------------------------------------------------------------------
HEALTH CARE
Fresenius Medical Care AG (COST $20)....................... 225 29
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-12
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS--(CONTINUED)
October 31, 1996

<TABLE>
<CAPTION>
FACE
AMOUNT VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENT (4.8%)
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENT (4.8%)
Chase Securities, Inc. 5.58%, dated 10/31/96, due 11/1/96,
to be repurchased at $160,025, collateralized by $154,658
of various U.S. Treasury Notes, 5.875%-7.75%, due
3/31/99-11/30/99, valued at $160,000 (COST $160,000)..... $160,000 $ 160,000
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS (99.7%) (COST $2,822,572)(A)............. 3,274,775
- -------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (0.3%)........................ 8,636
- -------------------------------------------------------------------------------
NET ASSETS (100%).......................................... $3,283,411
===============================================================================
</TABLE>
+ See Note A to Financial Statements
* Non-Income Producing Security
(a) The cost for federal income tax purposes was $2,830,688. At October 31,
1996, net unrealized appreciation for all securities based on tax cost was
$444,087. This consisted of aggregate gross unrealized appreciation for
all securities of $537,040 and aggregate gross unrealized depreciation for
all securities of $92,953.

The accompanying notes are an integral part of the financial statements.

F-13
<PAGE>

NWQ PORTFOLIOS
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996
<TABLE>
<CAPTION>
NWQ NWQ VALUE
BALANCED EQUITY
PORTFOLIO PORTFOLIO
- -------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at Cost................................... $27,942,018 $2,822,572
=========== ==========
Investments, at Value.................................. $29,033,409 $3,274,775
Cash................................................... 448 629
Interest Receivable.................................... 64,942 25
Receivable for Portfolio Shares Sold................... 43,962 3,155
Receivable for Investments Sold........................ 25,829 8,610
Dividends Receivable................................... 14,979 4,264
Receivable due from Investment Adviser................. 3,518 22,210
Other Assets........................................... 438 101
- -------------------------------------------------------------------------------
Total Assets.......................................... 29,187,525 3,313,769
- -------------------------------------------------------------------------------
LIABILITIES
Payable for Investments Purchased...................... 485,450 --
Distribution and Service Fees Payable ................. 18,147 --
Payable for Portfolio Shares Redeemed.................. 15,209 --
Payable for Administrative Fees........................ 8,504 5,662
Payable for Custodian Fees............................. 2,976 1,585
Payable for Directors' Fees............................ 637 377
Other Liabilities...................................... 33,611 22,734
- -------------------------------------------------------------------------------
Total Liabilities..................................... 564,534 30,358
- -------------------------------------------------------------------------------
NET ASSETS.............................................. $28,622,991 $3,283,411
===============================================================================
NET ASSETS CONSIST OF:
Paid in Capital........................................ $27,361,173 $2,716,857
Undistributed Net Investment Income.................... 59,394 5,515
Accumulated Net Realized Gain.......................... 111,033 108,836
Unrealized Appreciation................................ 1,091,391 452,203
- -------------------------------------------------------------------------------
NET ASSETS.............................................. $28,622,991 $3,283,411
===============================================================================
INSTITUTIONAL CLASS SHARES:
Net Assets............................................. $ 8,624,239 $3,283,411
Shares Issued and Outstanding ($0.001 par value) (Au-
thorized 25,000,000).................................. 696,290 232,434
Net Asset Value, Offering and Redemption Price Per
Share................................................. $ 12.39 $ 14.13
===============================================================================
INSTITUTIONAL SERVICE CLASS SHARES:
Net Assets............................................. $19,998,752 --
Shares Issued and Outstanding ($0.001 par value) (Au-
thorized 10,000,000).................................. 1,616,886 --
Net Asset Value, Offering and Redemption Price Per
Share................................................. $ 12.37 --
===============================================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-14
<PAGE>

NWQ PORTFOLIOS
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1996

<TABLE>
<CAPTION>
NWQ NWQ
BALANCED VALUE EQUITY
PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends......................... $ 119,123 $ 56,122
Interest.......................... 316,540 6,655
- --------------------------------------------------------------------------------
Total Income..................... 435,663 62,777
- --------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees--Note B
Basic Fees....................... $ 80,598 $ 20,776
Less: Fees Waived................ (80,598) -- (20,776) --
-------- --------
Administrative Fees--Note C....... 95,007 72,798
Audit Fees........................ 14,791 12,032
Registration and Filing Fees...... 28,701 24,957
Printing Fees..................... 17,134 12,019
Custodian Fees--Note D............ 7,185 4,573
Directors' Fees--Note G........... 2,614 2,249
Distribution and Service Plan
Fees--Note E:
Institutional Service Class...... 18,147 --
Other Expenses.................... 1,549 4,168
Fees Assumed by Adviser--Note B... (49,877) (102,159)
- --------------------------------------------------------------------------------
Total Expenses................... 135,251 30,637
Expense Offset--Note A............ (1,189) (953)
- --------------------------------------------------------------------------------
Net Expenses..................... 134,062 29,684
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME.............. 301,601 33,093
- --------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS... 111,335 108,836
NET CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION ON IN-
VESTMENTS......................... 841,697 435,937
- --------------------------------------------------------------------------------
TOTAL NET GAIN ON INVESTMENTS...... 953,032 544,773
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULT-
ING FROM OPERATIONS............... $1,254,633 $577,866
===============================================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-15
<PAGE>

NWQ BALANCED PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income................................... $ 301,601 $ 91,602
Net Realized Gain....................................... 111,335 30,065
Net Change in Unrealized Appreciation/Depreciation...... 841,697 267,319
- ----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting From Operations... 1,254,633 388,986
- ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income:
Institutional Class.................................... (178,657) (80,541)
Institutional Service Class............................ (80,539) --
Net Realized Gain--Institutional Class.................. (29,997) --
- ----------------------------------------------------------------------------------
Total Distributions.................................... (289,193) (80,541)
- ----------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS--NOTE I:
Institutional Class:
Issued--Regular........................................ 7,412,068 6,274,336
--In Lieu of Cash Distributions...................... 208,650 80,541
Redeemed............................................... (4,990,173) (2,913,538)
- ----------------------------------------------------------------------------------
Net Increase from Institutional Class Shares............ 2,630,545 3,441,339
- ----------------------------------------------------------------------------------
Institutional Service Class*:
Issued--Regular........................................ 21,033,336 --
--In Lieu of Cash Distributions...................... 80,539 --
Redeemed............................................... (1,420,979) --
- ----------------------------------------------------------------------------------
Net Increase from Institutional Service Class Shares.... 19,692,896 --
- ----------------------------------------------------------------------------------
Net Increase from Capital Share Transactions........... 22,323,441 3,441,339
- ----------------------------------------------------------------------------------
Total Increase.......................................... 23,288,881 3,749,784
Net Assets:
Beginning of Period..................................... 5,334,110 1,584,326
- ----------------------------------------------------------------------------------
End of Period (including undistributed net investment
income of $59,394 and $16,225, respectively)........... $28,622,991 $5,334,110
==================================================================================

</TABLE>
* Initial offering of Institutional Service Class Shares began on January 22,
1996.

The accompanying notes are an integral part of the financial statements.

F-16
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income.................................. $ 33,093 $ 10,679
Net Realized Gain...................................... 108,836 2,485
Net Change in Unrealized Appreciation/Depreciation..... 435,937 17,095
- ----------------------------------------------------------------------------------
Net Increase in Net Assets Resulting From Operations.. 577,866 30,259
- ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income.................................. (31,968) (6,943)
Net Realized Gain...................................... (2,209) --
- ----------------------------------------------------------------------------------
Total Distributions................................... (34,177) (6,943)
- ----------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS--NOTE I:
Issued--Regular........................................ 950,630 2,266,718
--In Lieu of Cash Distributions...................... 34,153 6,944
Redeemed............................................... (709,280) (86,058)
- ----------------------------------------------------------------------------------
Net Increase from Capital Share Transactions.......... 275,503 2,187,604
- ----------------------------------------------------------------------------------
Total Increase......................................... 819,192 2,210,920
Net Assets:
Beginning of Period.................................... 2,464,219 253,299
- ----------------------------------------------------------------------------------
End of Period (including undistributed net investment
income of $5,515 and $4,114, respectively)............ $3,283,411 $2,464,219
==================================================================================

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-17
<PAGE>

NWQ BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
INSTITUTIONAL SERVICE
INSTITUTIONAL CLASS SHARES CLASS SHARES
--------------------------------- ---------------------
YEARS ENDED
OCTOBER 31, AUGUST 2, 1994** JANUARY 22, 1996***
--------------- TO TO
1996 1995 OCTOBER 31, 1994 OCTOBER 31, 1996
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 11.24 $ 9.84 $10.00 $ 11.57
- ---------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.31 0.32 0.06 0.21
Net Realized and
Unrealized Gain (Loss)
on Investments........ 1.21 1.40 (0.19) 0.78
- ---------------------------------------------------------------------------------
Total from Investment
Operations........... 1.52 1.72 (0.13) 0.99
- ---------------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income.. (0.30) (0.32) (0.03) (0.19)
Net Realized Gain...... (0.07) -- -- --
- ---------------------------------------------------------------------------------
Total Distributions... (0.37) (0.32) (0.03) (0.19)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF
PERIOD................. $ 12.39 $11.24 $ 9.84 $ 12.37
=================================================================================
TOTAL RETURN+........... 13.68% 17.80% (1.30)% 8.60%
=================================================================================
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of
Period (Thousands)..... $ 8,624 $5,334 $1,584 $19,999
Ratio of Expenses to
Average Net Assets..... 1.01% 1.04% 1.00%* 1.41%*
Ratio of Net Investment
Income to Average Net
Assets................. 2.79% 3.30% 3.59%* 2.39%*
Portfolio Turnover
Rate................... 31% 31% 1% 31%
Average Commission Rate
#...................... $0.0717 N/A N/A $0.0717
- ---------------------------------------------------------------------------------
Voluntary Waived Fees
and Expenses Assumed by
the Advisor Per Share.. $ 0.14 $ 0.26 $ 0.21 $ 0.09
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 1.00% 1.00% N/A 1.40%*
- ---------------------------------------------------------------------------------
</TABLE>
* Annualized
** Commencement of Operations.
*** 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.

The accompanying notes are an integral part of the financial statements.

F-18
<PAGE>

NWQ VALUE EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
YEARS ENDED
OCTOBER 31, SEPTEMBER 21, 1994**
--------------- TO
1996 1995 OCTOBER 31, 1994
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.... $ 11.65 $ 9.98 $10.00
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................. 0.14 0.12 0.01
Net Realized and Unrealized Gain (Loss)
on Investments........................ 2.49 1.65# (0.03)
- ------------------------------------------------------------------------------
Total from Investment Operations...... 2.63 1.77 (0.02)
- ------------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income.................. (0.14) (0.10) --
Net Realized Gain...................... (0.01) -- --
- ------------------------------------------------------------------------------
Total Distributions................... (0.15) (0.10) --
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.......... $ 14.13 $11.65 $ 9.98
==============================================================================
TOTAL RETURN+........................... 22.69% 17.84% (0.20)%
==============================================================================
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)... $ 3,283 $2,464 $ 253
Ratio of Expenses to Average Net
Assets................................. 1.03% 1.21% 1.00%*
Ratio of Net Investment Income to
Average Net Assets..................... 1.11% 1.39% 1.36%*
Portfolio Turnover Rate................. 25% 4% 0%
Average Commission Rate##............... $0.0705 N/A N/A
- ------------------------------------------------------------------------------
Voluntary Waived Fees and Expenses
Assumed by the Advisor Per Share....... $ 0.52 $ 0.82 $ 1.06
Ratio of Expenses to Average Net Assets
Including Expense Offsets.............. 1.00% 1.00% N/A
- ------------------------------------------------------------------------------
</TABLE>
* Annualized
** Commencement of Operations.
+ Total return would have been lower had the Advisor 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.

The accompanying notes are an integral part of the financial statements.

F-19
<PAGE>

NWQ PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS

UAM Funds, Inc. and UAM Funds Trust (collectively the "UAM Funds") are regis-
tered under the Investment Company Act of 1940, as amended. The NWQ Balanced
Portfolio and NWQ Value Equity Portfolio (the "Portfolios"), portfolios of UAM
Funds, Inc., are diversified, open-end management investment companies. At Oc-
tober 31, 1996, the UAM Funds were composed of forty active portfolios. The
financial statements of the remaining portfolios are presented separately. The
Portfolios are authorized to offer two separate classes of shares--Institu-
tional Class Shares and Institutional Service Class Shares. As of October 31,
1996, only the NWQ Balanced Portfolio has issued Institutional Service Class
Shares. Both classes of shares have identical voting, dividend, liquidation
and other rights. The objectives of the NWQ Portfolios are as follows:

NWQ BALANCED PORTFOLIO seeks to achieve consistent, above-average returns
with minimum risk to principal by investing primarily in a combination of
investment 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 seeks 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 industries and which, in the Adviser's opinion, are undervalued
at the time of purchase.

A. SIGNIFICANT ACCOUNTING POLICIES: The following significant accounting poli-
cies are in conformity with generally accepted accounting principles. Such
policies are consistently followed by the Portfolio in the preparation of its
financial statements. Generally accepted accounting principles may require
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results may differ from
those estimates.

1. SECURITY VALUATION: Equity securities listed on a securities exchange
for which market quotations are readily available are valued at the last
quoted sales price as of the close of the exchange on the day the valuation
is made or, if no sale occurred on such day, at the mean of the bid and
asked prices. Price information on listed securities is taken from the ex-
change where the security is primarily traded. Over-the-counter and un-
listed equity securities are valued not exceeding the current asked prices
nor less than the current bid prices. Fixed income securities are stated on
the basis of valuations provided by brokers and/or a pricing service which
uses information with respect to transactions in fixed income securities,
quotations from dealers, market transactions in comparable securities and
various relationships between securities in determining value. Short-term
investments that have remaining maturities of sixty days or less at time of
purchase are valued at amortized cost, if it approximates market value. The
value of other assets and securities for which no quotations are readily
available is determined in good faith at fair value using methods deter-
mined by the Board of Directors.

2. FEDERAL INCOME TAXES: It is each Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provision
for Federal income taxes is required in the financial statements.

3. REPURCHASE AGREEMENTS: In connection with transactions involving repur-
chase agreements, the Portfolio's custodian bank takes possession of the
underlying securities, the value of which exceeds the principal amount of
the repurchase transaction, including accrued interest. To the extent that
any repurchase

F-20
<PAGE>

NWQ PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
transaction exceeds one business day, the value of the collateral is moni-
tored on a daily basis to determine the adequacy of the collateral. In the
event of default on the obligation to repurchase, the Portfolios have the
right to liquidate the collateral and apply the proceeds in satisfaction of
the obligation. In the event of default or bankruptcy by the other party to
the agreement, realization and/or retention of the collateral or proceeds
may be subject to legal proceedings.

Pursuant to an Exemptive Order issued by the Securities and Exchange Com-
mission, the UAM Funds may transfer their daily uninvested cash balances
into a joint trading account which invests in one or more repurchase agree-
ments. This joint repurchase agreement is covered by the same collateral
requirements as discussed above.

4. DISTRIBUTIONS TO SHAREHOLDERS: Each Portfolio will normally distribute
substantially all of its net investment income quarterly. Any realized net
capital gains will be distributed annually. All distributions are recorded
on ex-dividend date.

The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations which
may differ from generally accepted accounting principles. These differences
are primarily due to differing book and tax treatments in the timing of the
recognition of gains or losses on investments.

Permanent book and tax basis differences relating to shareholder distribu-
tions resulted in reclassifications as follows:

<TABLE>
<CAPTION>
ACCUMULATED
UNDISTRIBUTED NET
NET INVESTMENT REALIZED
NWQ PORTFOLIOS INCOME GAIN (LOSS)
-------------- -------------- -----------
<S> <C> <C>
Balanced.......................................... $764 $(764)
Value Equity...................................... 276 (276)
</TABLE>

Current year permanent book-tax differences are not included in ending un-
distributed net investment income for the purpose of calculating net in-
vestment income per share in the financial highlights.

5. OTHER: Security transactions are accounted for on trade date, the date
the trade was executed. Costs used in determining realized gains and losses
on the sale of investment securities are based on the specific identifica-
tion method. Dividend income is recorded on the ex-dividend date. Interest
income is recognized on the accrual basis. Discounts and premiums on secu-
rities purchased are amortized using the effective yield basis over their
respective lives. Most expenses of the UAM Funds can be directly attributed
to a particular portfolio. Expenses which cannot be directly attributed are
apportioned among the portfolios of the UAM Funds based on their relative
net assets. Additionally, certain expenses are apportioned among the port-
folios of the UAM Funds and AEW Commercial Mortgage Securities Fund, Inc.
("AEW"), an affiliated closed-end management investment company, based on
their relative net assets. Custodian fees for the Portfolios have been in-
creased to include expense offsets for custodian balance credits.

B. ADVISORY SERVICES: Under the terms of an investment advisory agreement, NWQ
Investment Management Company (the "Adviser"), a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), provides investment advisory
services to the Portfolios at a fee calculated at an annual rate of 0.70% of
each

F-21
<PAGE>

NWQ PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Portfolio's average daily net assets. The Adviser has voluntarily agreed to
waive a portion of its advisory fees and to assume expenses, if necessary, in
order to keep each Portfolio's total annual operating expenses, after the ef-
fect of expense offset arrangements, from exceeding 1.00% of average daily net
assets for each Portfolio's Institutional Class Shares and 1.40% of average
daily net assets for the NWQ Balanced Portfolio's Institutional Service Class
Shares until February 28, 1997.

C. ADMINISTRATION SERVICES: Effective April 15, 1996, UAM Fund Services, Inc.
(the "Administrator"), a wholly-owned subsidiary of UAM, provides and oversees
administrative, fund accounting, dividend disbursing and transfer agent serv-
ices to the UAM Funds and AEW under a Fund Administration Agreement (the
"Agreement"). Pursuant to the Agreement, the Administrator is entitled to re-
ceive annual fees, computed daily and payable monthly, of 0.19% of the first
$200 million of the combined aggregate net assets; plus 0.11% of the next $800
million of the combined aggregate net assets; plus 0.07% of the next $2 bil-
lion of the combined aggregate net assets; plus 0.05% of the combined aggre-
gate net assets in excess of $3 billion. The fees are allocated among the
portfolios of the UAM Funds and AEW on the basis of their relative net assets
and are subject to a graduated minimum fee schedule per portfolio which rises
from $2,000 per month, upon inception of a portfolio, to $70,000 annually af-
ter two years. For portfolios with more than one class of shares, the minimum
annual fee increases to $90,000. In addition, the Administrator receives a
Portfolio-specific monthly fee of 0.06% and 0.04% of average daily net assets
for the NWQ Balanced Portfolio and NWQ Value Equity Portfolio, respectively.
Also effective April 15, 1996, the Administrator has entered into a Mutual
Funds Service Agreement with Chase Global Funds Services Company ("CGFSC"), an
affiliate of The Chase Manhattan Bank, under which CGFSC agrees to provide
certain services, including but not limited to, administration, fund account-
ing, dividend disbursing and transfer agent services. Pursuant to the Mutual
Funds Service Agreement, the Administrator pays CGFSC a monthly fee. For the
period April 15, 1996 to October 31, 1996, UAM Fund Services, Inc. earned the
following amounts from the Portfolios as Administrator and paid the following
portion to CGFSC:

<TABLE>
<CAPTION>
ADMINISTRATION PORTION PAID
NWQ PORTFOLIOS FEES TO CGFSC
- -------------- -------------- ------------
<S> <C> <C>
Balanced............................................ $56,561 $51,719
Value Equity........................................ 41,135 40,457
</TABLE>

Prior to April 15, 1996, CGFSC served as the administrator to the UAM Funds
and AEW. For its services as administrator CGFSC received annual fees, com-
puted daily and payable monthly, based on the combined aggregate average daily
net assets of the UAM Funds and AEW, as follows: 0.20% of the first $200 mil-
lion of the combined aggregate net assets; plus 0.12% of the next $800 million
of the combined aggregate net assets; plus 0.08% of the combined aggregate net
assets in excess of $1 billion but less than $3 billion; plus 0.06% of the
combined aggregate net assets in excess of $3 billion. The fees were allocated
among the portfolios of the UAM Funds and AEW on the basis of their relative
net assets and were subject to a graduated minimum fee schedule per portfolio
which rose from $2,000 per month, upon inception of a portfolio, to $70,000
annually after two years.

F-22
<PAGE>

NWQ PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

For the period November 1, 1995 to April 15, 1996, CGFSC earned the following
amounts from the Portfolios as Administrator:
<TABLE>
<CAPTION>
ADMINISTRATION
NWQ PORTFOLIOS FEES
- -------------- --------------
<S> <C>
Balanced......................................................... $38,446
Value Equity..................................................... 31,663
</TABLE>

D. CUSTODIAN: Effective July 17, 1996, The Chase Manhattan Bank (the "Bank"),
an affiliate of CGFSC, is custodian for the Portfolios' assets held in accor-
dance with the custodian agreement. For the period July 17, 1996 to October
31, 1996, the amount charged to the Portfolios by the Bank aggregated the fol-
lowing:

<TABLE>
<CAPTION>
NWQ PORTFOLIOS CUSTODIAN FEES
- -------------- --------------
<S> <C>
Balanced......................................................... $2,104
Value Equity..................................................... 1,171
</TABLE>

As of October 31, 1996, all of these amounts are unpaid.

E. DISTRIBUTION AND SERVICE PLAN: UAM Fund Distributors, Inc. (the "Distribu-
tor"), a wholly-owned subsidiary of UAM, distributes the shares of the Portfo-
lios. The NWQ Balanced Portfolio has adopted a Distribution and Service Plan
(the "Plan") on behalf of the Service Class Shares pursuant to Rule 12b-1 un-
der the Investment Company Act of 1940. Under the Plan, the NWQ Balanced Port-
folio may not incur distribution and service fees which exceed an annual rate
of 0.75% of the NWQ Balanced Portfolio's net assets, however, the Board has
currently limited aggregate payments under the Plan to 0.50% per annum of the
NWQ Balanced Portfolio's net assets. The NWQ Balanced Portfolio's Service
Class Shares are currently making payments for distribution fees at 0.15% of
average daily net assets. The NWQ Balanced Portfolio's Service Class Shares
pays service fees at an annual rate of 0.25% of the average daily value of
Service Class Shares owned by clients of such Service Organizations. The Dis-
tributor does not receive any fee or other compensation with respect to the
NWQ Value Equity Portfolio.

F. PURCHASES AND SALES: For the year ended October 31, 1996, purchases and
sales of investment securities other than long-term U.S. Government securities
and short-term securities were:

<TABLE>
<CAPTION>
NWQ PORTFOLIOS PURCHASES SALES
- -------------- ----------- --------
<S> <C> <C>
Balanced................................................... $12,077,628 $620,301
Value Equity............................................... 1,034,425 711,763
</TABLE>

Purchases and sales of long-term U.S. Government securities were $3,395,977
and $2,198,064, respectively, for NWQ Balanced Portfolio. There were no pur-
chases or sales of long-term U.S. Government securities for NWQ Value Equity
Portfolio.

G. DIRECTORS' FEE: Each Director, who is not an officer or affiliated person,
receives $2,000 per meeting attended, which is allocated proportionally among
the active portfolios of UAM Funds and AEW, plus a quarterly retainer of $150
for each active portfolio of the UAM Funds and AEW, and reimbursement of ex-
penses incurred in attending Board meetings.

F-23
<PAGE>

NWQ PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

H. LINE OF CREDIT: The NWQ Balanced Portfolio, along with certain other port-
folios of UAM Funds, collectively entered into an agreement which enables them
to participate in a $100 million unsecured line of credit with several banks.
Borrowings will be made solely to temporarily finance the repurchase of Capi-
tal shares. Interest is charged to each participating Portfolio based on its
borrowings at a rate per annum equal to the Federal Funds rate plus 0.75%. In
addition, a commitment fee of 1/10th of 1% per annum, payable at the end of
each calendar quarter, is accrued by each participating Portfolio based on its
average daily unused portion of the line of credit. During the year ended Oc-
tober 31, 1996, the Portfolio had no borrowings under the agreement.

I. OTHER: Transactions in capital shares for the Portfolios, by class, were as
follows:

<TABLE>
<CAPTION>
INSTITUTIONAL CLASS
SHARES INSTITUTIONAL SERVICE CLASS SHARES
----------------------- ----------------------------------
YEAR ENDED YEAR ENDED JANUARY 22, 1996*
OCTOBER 31, OCTOBER 31, TO OCTOBER 31,
1996 1995 1996
----------- ----------- ----------------------------------
<S> <C> <C> <C>
NWQ BALANCED PORTFOLIO:
Shares Issued........... 625,426 577,931 1,729,243
In Lieu of Cash
Distributions.......... 17,597 7,594 6,660
Shares Redeemed......... (421,298) (271,931) (119,017)
-------- -------- ---------
Net Increase from
Capital Share
Transactions........... 221,725 313,594 1,616,886
======== ======== =========
NWQ VALUE EQUITY PORTFO-
LIO:
Shares Issued........... 72,988 192,799
In Lieu of Cash
Distributions.......... 2,614 623
Shares Redeemed......... (54,688) (7,281)
-------- --------
Net Increase from
Capital Share
Transactions........... 20,914 186,141
======== ========
</TABLE>

At October 31, 1996, the percentage of total shares outstanding held by record
shareholders owning 10% or greater of the aggregate total shares outstanding
for each Portfolio were:

<TABLE>
<CAPTION>
NO. OF
NWQ PORTFOLIOS SHAREHOLDERS % OWNERSHIP
- -------------- ------------ -----------
<S> <C> <C>
Balanced--Institutional Class.......................... 2 65.1%
Balanced--Institutional Service Class.................. 4 80.5%
Value Equity........................................... 3 81.2%
</TABLE>

At October 31, 1996, 10% of the NWQ Value Equity Portfolio's shares were bene-
ficially held by a related party of the Portfolio.
- --------
* Initial offering of Institutional Service Class Shares.

F-24
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
UAM Funds, Inc. and Shareholders of
NWQ Balanced Portfolio
NWQ Equity Portfolio

In our opinion, the accompanying statements of assets and liabilities, includ-
ing the portfolios of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in
all material respects, the financial position of the NWQ Balanced Portfolio
and the NWQ Value Equity Portfolio (the "Portfolios"), Portfolios of the UAM
Funds, Inc., at October 31, 1996, and the results of each of their operations,
the changes in each of their net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting princi-
ples. These financial statements and financial highlights (hereafter referred
to as "financial statements") are the responsibility of the Portfolios' man-
agement; our responsibility is to express an opinion on these financial state-
ments based on our audits. We conducted our audits of these financial state-
ments in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall fi-
nancial statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1996 by correspondence with the cus-
todian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.

Price Waterhouse LLP

Boston, Massachusetts
December 9, 1996

- -------------------------------------------------------------------------------
FEDERAL INCOME TAX INFORMATION (UNAUDITED):

For the period ended October 31, 1996, the percentage of dividends paid that
qualify for the 70% dividend received deduction for corporate shareholders is
35.8% and 69.9%, respectively, for NWQ Balanced Portfolio and NWQ Value Equity
Portfolio.

F-25
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

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

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

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

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

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

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

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

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

Standard & Poor's Corporation Corporate Bond Ratings:

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

A-1

<PAGE>

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

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

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

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

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

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

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

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

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

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

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

A-2

<PAGE>

III. DESCRIPTION OF COMMERCIAL PAPER

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

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

IV. DESCRIPTION OF BANK OBLIGATIONS

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

A-3
<PAGE>

APPENDIX B - COMPARISON PUBLICATIONS, INDICES AND AVERAGES

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

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

(c) Standard & Poor's 400 Mid Cap Index - an unmanaged, market-value
weighted index composed of 400 domestic stocks chosen for market size,
liquidity, and industry group representation.

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

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

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

(g) Lipper Capital Appreciation Funds Index - a Fund that aims at maximum
capital appreciation, frequently by means of 100% or more portfolio
turnover, leveraging, purchasing unregistered securities, purchasing
options, etc.

(h) Lipper Small Cap Funds Index - a Fund that by prospectus or portfolio
practice invests primarily in companies with market capitalizations
less than $1 billion at the time of purchase.

(i) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.

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

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

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

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

B-1
<PAGE>

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

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

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

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

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

(s) Salomon Brothers 3 Month T-Bill Average - the average return for all
Treasury bills for the previous three month period.

(t) Composite indices - 60% Standard & Poor's 500 Stock Index, 30% Lehman
LONG-TERM Treasury Bond and 10% U.S. Treasury Bills; 70% Standard &
Poor's 500 Stock Index and 30% NASDAQ Industrial Index; 35% Standard &
Poor's 500 Stock Index and 65% Salomon Brothers High Grade Bond Index;
all stocks on the NASDAQ system exclusive of those traded on an
exchange, 65% Standard & Poor's 500 Stock Index and 35% Salomon
Brothers High Grade Bond Index, and 60% Standard & Poor's 500 Stock
Index, 30% Lehman Brothers Government/Corporate Index and 10% Salomon
Brothers 3 Month T-Bill Average.

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

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

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

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

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

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

B-2
<PAGE>

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

B-3
<PAGE>

PART C

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

POST-EFFECTIVE AMENDMENT NO.47

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(A) Financial Statements

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

Acadian International Equity Portfolio Institutional Class Shares
(March 29, 1993)
Acadian Emerging Markets Portfolio Institutional Class Shares
(June 17, 1993)
C & B Balanced Portfolio Institutional Class Shares
(December 29, 1989)
C & B Equity Portfolio Institutional Class Shares (May 15, 1990)
DSI Disciplined Value Portfolio Institutional Class Shares
(December 12, 1989)
DSI Limited Maturity Bond Portfolio Institutional Class Shares
(December 18, 1989)
DSI Money Market Portfolio Institutional Class Shares
(December 28, 1989)
FMA Small Company Portfolio Institutional Class Shares
(July 31, 1991)
ICM Equity Portfolio Institutional Class Shares (October 1, 1993)
ICM Fixed Income Portfolio Institutional Class Shares
(November 3, 1992)
ICM Small Company Portfolio Institutional Class Shares
(April 19, 1989)
McKee U.S. Government Portfolio Institutional Class Shares
(March 2, 1995)
McKee Domestic Equity Portfolio Institutional Class Shares
(March 2, 1995)
McKee International Equity Portfolio Institutional Class Shares
(May 26, 1994)
NWQ Balanced Portfolio Institutional Class Shares
(August 2, 1994)
NWQ Value Equity Portfolio Institutional Class Shares
(September 21, 1994)
NWQ Balanced Portfolio Institutional Service Class Shares
(January 22, 1996)
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
(July 1, 1994)
Sirach Fixed Income Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Growth Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Short-Term Reserves Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Strategic Balanced Portfolio Institutional Class Shares
(December 1, 1993)
Sirach Special Equity Portfolio Institutional Class Shares
(October 2, 1989)
Sirach Equity Portfolio Institutional Class Shares (July 1, 1996)
Sirach Growth Portfolio Institutional Service Class Shares
(March 22, 1996)
Sirach Special Equity Portfolio Institutional Service Class
Shares (March 22, 1996)
SAMI Preferred Stock Income Portfolio Institutional Class Shares
(June 23, 1992)
Sterling Partners' Balanced Portfolio Institutional Class Shares
(March 15, 1991)
Sterling Partners' Equity Portfolio Institutional Class Shares
(March 15, 1991)
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Class Shares (February 10, 1992)
TS&W Equity Portfolio Institutional Class Shares (July 17, 1992)
TS&W Fixed Income Portfolio Institutional Class Shares
(July 17, 1992)
TS&W International Equity Portfolio Institutional Class Shares
(December 18, 1992)
<PAGE>

Included in Part B:

The following audited Financial Statements for the NWQ Balanced and Special
Equity Portfolios are included in Part B of this Post-Effective Amendment:

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

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

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

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.

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

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

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

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

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.

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

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

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

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

(e) Notes to Financial Statements.

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

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

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

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

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

Acadian International Equity Portfolio
Acadian Emerging Markets Portfolio
C & B Balanced Portfolio
C & B Equity Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
<PAGE>

DSI Money Market Portfolio
FMA Small Company Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves
Sirach Strategic Balanced Portfolio
Sirach Special Equity Portfolio
Sirach Equity Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity
Sterling Partners' Short-Term Fixed Income Portfolio

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

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

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

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

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.
<PAGE>

(B) EXHIBITS

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

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

1. Articles of Incorporation PEA#37
A. Amendments PEA#37
B. Articles Supplementary PEA#37, PEA#41, PEA#42, PEA#44.
PEA#45, filed herewith

2. By-Laws Pre EA

3. Voting Trust Agreement Not Applicable

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

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

6. Distribution Agreement PEA #2

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

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

8. Custody Agreements
A. Custodian Agreement Pre EA
B. Corporate Custody Agreement PEA#2
C. Global Custody Agreement PEA#44

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

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

</TABLE>
<PAGE>

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

10. Opinion and Consent of Counsel Pre EA

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

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

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

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

E. Consent of Independent Accountants
with respect to 1996 Annual Report for
the NWQ Portfolios Filed herewith

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

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

14. Model Retirement Plans Not Applicable

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

16. Performance Quotation Schedules
for the period ended:

A. October 31, 1996 PEA#43
B. October 31, 1996 (for McKee Portfolios) PEA#44
C. October 31, 1996 (for TS&W Portfolios) PEA#45
D. October 31, 1996 (for Rice, Hall, James
Small Cap Portfolio) and April 30, 1997
(for Rice, Hall, James Small/Mid Cap
Portfolio) PEA#46
E. October 31, 1996 (for NWQ Portfolios) Filed herewith

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

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

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
27. Financial Data Schedules
for the period ended:
<S> <C> <C>

A. October 31, 1996 PEA #43
B. October 31, 1996 (for McKee Portfolios) PEA #44
C. October 31, 1996 (for TS&W Portfolios) PEA #45
D. October 31, 1996 (for Rice, Hall, James
Small Cap Portfolio) and April 30, 1997
(for Rice, Hall, James Small/Mid Cap
Portfolio) PEA #46
E. October 31, 1996 (for NWQ Portfolios) Filed herewith
</TABLE>

<TABLE>
<CAPTION>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (MARCH 31, 1997).
<S> <C>

Acadian Emerging Markets Portfolio Institutional Class Shares................................... 39
Acadian International Equity Portfolio Institutional Class Shares............................... 17
C&B Balanced Portfolio Institutional Class Shares............................................... 48
C&B Equity Portfolio Institutional Class Shares................................................. 188
C&B Equity Portfolio for Taxable Investors Institutional Class Shares........................... 8
DSI Disciplined Value Portfolio Institutional Class Shares...................................... 78
DSI Limited Maturity Bond Portfolio Institutional Class Shares.................................. 41
DSI Money Market Portfolio Institutional Class Shares........................................... 72
FMA Small Company Portfolio Institutional Class Shares.......................................... 46
ICM Equity Portfolio Institutional Class Shares................................................. 75
ICM Fixed Income Portfolio Institutional Class Shares........................................... 36
ICM Small Company Portfolio Institutional Class Shares.......................................... 331
McKee Domestic Equity Portfolio Institutional Class Shares...................................... 26
McKee International Equity Portfolio Institutional Class Shares................................. 41
McKee U.S. Government Portfolio Institutional Class Shares...................................... 22
NWQ Balanced Portfolio Institutional Class Shares............................................... 20
NWQ Balanced Portfolio Institutional Service Class Shares....................................... 17
NWQ Value Equity Portfolio Institutional Class Shares........................................... 22
Rice, Hall, James Small Cap Portfolio Institutional Class Shares................................ 375
Rice, Hall, James Small\Mid Cap Portfolio Institutional Class Shares............................ 79
SAMI Preferred Stock Income Portfolio Institutional Class Shares................................ 20
Sirach Equity Portfolio Institutional Class Shares ............................................. 30
Sirach Fixed Income Portfolio Institutional Class Shares........................................ 41
Sirach Growth Portfolio Institutional Class Shares.............................................. 135
Sirach Growth Portfolio Institutional Service Class Shares...................................... 12
Sirach Short-Term Reserves Portfolio Institutional Class Shares................................. 34
Sirach Special Equity Portfolio Institutional Class Shares...................................... 190
Sirach Special Equity Portfolio Institutional Service Class Shares.............................. 7
Sirach Strategic Balanced Portfolio Institutional Class Shares.................................. 71
Sirach Strategic Balanced Portfolio Institutional Service Class Shares.......................... 2
Sterling Partners' Balanced Portfolio Institutional Class Shares................................ 137
Sterling Partners' Equity Portfolio Institutional Class Shares.................................. 111
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Class Shares................. 68
Sterling Partners' Small Cap Portfolio Institutional Class Shares............................... 61
TS&W Equity Portfolio Institutional Class Shares................................................ 260
TS&W Fixed Income Portfolio Institutional Class Shares.......................................... 170
TS&W International Equity Portfolio Institutional Class Shares.................................. 384
HJMC Equity Portfolio Institutional Class Shares *.............................................. 0
McKee Small Cap Equity Portfolio Institutional Class Shares*.................................... 0
NWQ Value Equity Portfolio Institutional Service Class Shares *................................. 0
Sterling Partners' Balanced Portfolio Institutional Service Class Shares*....................... 0
Sterling Partners' Equity Portfolio Institutional Service Class Shares*......................... 0
</TABLE>
<PAGE>

<TABLE>

<S> <C>
Sterling Partners' Short-Term Fixed-Income Portfolio Institutional Service Class Shares*........ 0
TS&W Balanced Portfolio Institutional Class Shares*............................................. 0

TOTAL........................................................................................... 3,314
</TABLE>
* Portfolio has been authorized for sale of shares but has yet to begin
operations.

ITEM 27. INDEMNIFICATION

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

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

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

Acadian Asset Management, Inc.

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

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

Cooke & Bieler, Inc.

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

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

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

Dewey Square Investors Corporation

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

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

Fiduciary Management Associates, Inc.

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

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

Investment Counselors of Maryland, Inc.

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

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

C.S. McKee & Company, Inc.

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

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

NWQ Investment Management Company

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

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

Rice, Hall, James & Associates

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

Walter H. Beck, Director and Partner
Charles G. King, Partner and Portfolio Manager
Thomas W. McDowell, Director, President, Chief Executive Officer
and Portfolio Manager
Gary S. Rice, Partner and Portfolio Manager
<PAGE>

David P. Tessmer, Director, Partner and Portfolio Manager
Timothy A. Todaro, Partner and Portfolio Manager
Samuel R. Trozzo, Chairman and Portfolio Manager
Mitchell S. Little, Partner
Michelle P. Connell, Partner and Portfolio Manager
James Dickinson, Partner and Portfolio Manager
Patricia A. Urbonya, Partner and Operations Manager

Sirach Capital Management, Inc.

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

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

Spectrum Asset Management, Inc.

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

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

Sterling Capital Management Company

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

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

Thompson, Siegel & Walmsley, Inc.
<PAGE>

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

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

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

ITEM 29. PRINCIPAL UNDERWRITERS

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

(b) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Not applicable

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

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

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

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

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

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

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 4th day of June, 1997.

UAM FUNDS, INC.

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

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

<TABLE>
<S> <C> <C>
* , Chairman and President June 4, 1997
- ---------------------------
Norton H. Reamer

* , Director June 4, 1997
- ---------------------------
John T. Bennett, Jr.

* , Director June 4, 1997
- ---------------------------
Philip D. English

* , Director June 4, 1997
- ---------------------------
William A. Humenuk

* , Director June 4, 1997
- ---------------------------
Peter M. Whitman, Jr.

/s/ Gary L. French , Treasurer and Principal June 4, 1997
- --------------------------- Financial and Accounting
Gary L. French Officer

/s/ Karl O. Hartmann June 4, 1997
- ---------------------------
* Karl O. Hartmann
(Attorney-in-Fact)

</TABLE>
<PAGE>

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

FILE NOS. 811-5683/33-25355

POST-EFFECTIVE AMENDMENT # 47

EXHIBIT INDEX

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

EX-4 Specimen of Securities

EX-5 Investment Advisory Agreements

EX-11C Consent of Independent Accountants with
respect to 1996 Annual Report for the
NWQ Balanced and Value Equity
Portfolios

EX-16 Performance Quotation Schedules

EX-27C Financial Data Schedules for the NWQ
Balanced and Value Equity Portfolios
period ended October 31, 1996
</TABLE>

A-1

<PAGE>

Exhibit 1B

Articles Supplementary
<PAGE>

UAM FUNDS, INC.

ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION

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

WHEREAS, the Board of Directors of the Corporation has previously
designated an Institutional Class of the shares of each series of Common Stock
and an Institutional Service Class of the shares of each series of Common Stock
of the Corporation in a filing on December 2, 1994 with the State Department of
Assessments and Taxation of Maryland, par value $.001 per share, having such
preferences, conversion or other voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption identical in
all respects, except for the class designation, the allocation of certain
expenses, voting rights and exchange privileges, as set forth in the
aforementioned filing;

NOW THEREFORE, in accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of the Corporation, at
meetings called for such purposes, adopted Articles Supplementary classifying or
reclassifying unissued shares of the Common Stock of the Corporation;

FIRST: At a meeting duly called and held on March 28, 1996, a new series
of shares of the Corporation's Common Stock (par value $.001 per share) was
designated as the C & B Equity Portfolio for Taxable Investors and twenty-five
million (25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Class
Shares and ten million (10,000,000) shares of the unallocated and unissued
Common Stock of the Corporation were classified and allocated to such series'
Institutional Service Class Shares.

SECOND: At a meeting duly called and held on March 28, 1996, a new series
of shares of the Corporation's Common Stock (par value $.001 per share) was
designated as the C & B Mid Cap Equity Portfolio and twenty-five million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Class
Shares and ten million (10,000,000) shares of the unallocated and unissued
Common Stock of the Corporation were classified and allocated to such series'
Institutional Service Class Shares.

THIRD: At a meeting duly called and held on September 10, 1996, a new
series of shares of the Corporation's Common Stock (par value $.001 per share)
was designated as the Sterling Partners' Small Cap Value Portfolio and twenty-
five million (25,000,000) shares of the unallocated and unissued Common Stock of
the Corporation were classified and allocated to such series' Institutional
Class Shares and ten million (10,000,000) shares of the unallocated and unissued
Common Stock of the Corporation were classified and allocated to such series'
Institutional Service Class Shares.

FOURTH: At a meeting duly called and held on December 12, 1996, a new
series of shares of the Corporation's Common Stock (par value $.001 per share)
was designated as the McKee Small Cap Equity Portfolio and twenty-five million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Class
Shares and ten million
<PAGE>

(10,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Service
Class Shares.

FIFTH: At a meeting duly called and held on December 12, 1996, the series
of shares then designated as the Rice, Hall, James Mid Cap Portfolio was
redesignated as the Rice, Hall, James Small/Mid Cap Portfolio with no changes as
to rights, privileges or number of authorized shares.

SIXTH: At a meeting duly called and held on March 27, 1997, a new series
of shares of the Corporation's Common Stock (par value $.001 per share) was
designated as the NWQ Small Cap Value Portfolio and twenty-five million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Class
Shares and ten million (10,000,000) shares of the unallocated and unissued
Common Stock of the Corporation were classified and allocated to such series'
Institutional Service Class Shares.

SEVENTH At a meeting duly called and held on March 27, 1997, a new series
of shares of the Corporation's Common Stock (par value $.001 per share) was
designated as the NWQ Special Equity Portfolio and twenty-five million
(25,000,000) shares of the unallocated and unissued Common Stock of the
Corporation were classified and allocated to such series' Institutional Class
Shares and ten million (10,000,000) shares of the unallocated and unissued
Common Stock of the Corporation were classified and allocated to such series'
Institutional Service Class Shares.

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

NINTH: The Institutional Class Shares and Institutional Service Class
Shares of the C & B Equity Portfolio for Taxable Investors, C & B Mid Cap
Equity Portfolio, Sterling Partners' Small Cap Value Portfolio, McKee Small Cap
Equity Portfolio, NWQ Small Cap Value Portfolio and NWQ Special Equity Portfolio
have been classified and reclassified by the Board of Directors pursuant to the
authority contained in the Articles of Incorporation of the Corporation.

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

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

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

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

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

IN WITNESS WHEREOF, UAM Funds, Inc. has caused these Articles Supplementary
to be signed in its name and on its behalf this 27th day of March, 1997.

UAM FUNDS, INC.

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

Attest:

/s/ Karl O. Hartmann
- ----------------------------
Karl O. Hartmann
Assistant Secretary
<PAGE>

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

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

<PAGE>

Exhibit 4

Specimen of Securities
<PAGE>

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
NWQ SMALL CAP VALUE PORTFOLIO
INSTITUTIONAL CLASS SHARES

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

CUSIP #:

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

IS THE OWNER OF

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

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

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

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE

<PAGE>

UAM FUNDS, INC.

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

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

<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian__________
(Cust) (Minor)

TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common ______________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

______________________________________

_________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<PAGE>

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
NWQ SMALL CAP VALUE PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

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

CUSIP #:

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

IS THE OWNER OF

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

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

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE

<PAGE>

UAM FUNDS, INC.

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

<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian__________
(Cust) (Minor)

TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common ______________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

______________________________________

_________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<PAGE>

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
NWQ SPECIAL EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES

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

CUSIP #:

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

IS THE OWNER OF

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

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

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE

<PAGE>

UAM FUNDS, INC.

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

<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian__________
(Cust) (Minor)

TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common ______________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

______________________________________

_________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<PAGE>

NUMBER SHARES
[ ] [ ]

UAM FUNDS, INC.
NWQ SPECIAL EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

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

CUSIP #:

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

IS THE OWNER OF

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

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

PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE

<PAGE>

UAM FUNDS, INC.

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

<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian__________
(Cust) (Minor)

TEN ENT - as tenants by the entireties under Uniform Gift to Minor Act

JT TEN - as joint tenants with right of survivorship and not as tenants in common ______________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

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

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

DATED ________________ 19___

SIGNATURE GUARANTEED

______________________________________

_________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<PAGE>

Exhibit 5

Investment Advisory Agreements
<PAGE>

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

UAM FUNDS, INC.
NWQ SPECIAL EQUITY PORTFOLIO

AGREEMENT made this __ day of ________, 1997 by and between UAM Funds,
Inc., a Maryland corporation, (the "Fund") and NWQ Investment Management
Company, a Massachusetts corporation, (the "Adviser").

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

1
<PAGE>

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

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.85%.

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

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

2
<PAGE>

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

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

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

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

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

3
<PAGE>

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

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

4
<PAGE>

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

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

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

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

NWQ INVESTMENT MANAGEMENT COMPANY UAM FUNDS, INC.

By By
-------------------- -----------------------
David A. Polak Norton H. Reamer
President President and Chairman of the Board

5
<PAGE>

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

UAM FUNDS, INC.
NWQ SMALL CAP VALUE PORTFOLIO

AGREEMENT made this __ day of ________, 1997 by and between UAM Funds,
Inc., a Maryland corporation, (the "Fund") and NWQ Investment Management
Company, a Massachusetts corporation, (the "Adviser").

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

1
<PAGE>

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

2
<PAGE>

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

3
<PAGE>

4
<PAGE>

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

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

NWQ INVESTMENT MANAGEMENT COMPANY UAM FUNDS, INC.

By By
-------------------- -----------------------
David A. Polak Norton H. Reamer
President President and Chairman of the Board

<PAGE>

Exhibit 11C

Consent of Independent Accountants with respect to 1996 Annual Report for the
NWQ Portfolios
<PAGE>

Consent of Independent Accountants

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 47 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
December 9, 1996, relating to the financial statements and financial highlights
appearing in the October 31, 1996 Annual Report to the Shareholders of the NWQ
Balanced Portfolio and NWQ Value Equity Portfolio which appears in such
Statement of Additional Information and to the incorporation by reference of our
report into the Prospectuses which constitute part of this Registration
Statement.

We also consent to the incorporation by reference into the Registration
Statement of our reports dated December 9, 1996 relating to the financial
statements of the remaining 28 portfolios of UAM Funds, Inc. which are
incorported by reference under Item 24 of Part C of such Registration Statement.

We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants" and "Reports" in the Prospectuses and
under the heading "Financial Statements" in the Statements of Additional
Information.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Boston, Massachusetts

May 28, 1997

<PAGE>

Exhibit 16

Performance Quotation Schedules

<PAGE>

Schedule or Computation of Performance Quotations
NWQ Balanced Portfolio
Institutional Class

1. Average Annual Return (As of October 31, 1996)

P (1 + T)/N/ = ERV

WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period

Since Inception
One Year 08/02/94
-------- --------

P = $1,000 $1,000
T = 13.681% 13.206%
N = 1.00 years 2.25 years
ERV = $1,137 $1,322

<PAGE>

Schedule or Computation of Performance Quotations
NWQ Balanced Portfolio
Institutional Service Class

1. Average Annual Return (As of October 31, 1996)

P (1 + T)/N/ = ERV

WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period

Since Inception
01/22/96
--------

P = $1,000
T = 8.603%
N = 0.77 years
ERV = $1,066

<PAGE>

Schedule or Computation of Performance Quotations
NWQ Value Equity Portfolio

Institutional Class

1. Average Annual Return (As of October 31, 1996)

P (1 + T)/N/ = ERV

WHERE: P = A hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value at end of the period

Since Inception
One Year 09/21/94
-------- --------
P = $1,000 $1,000
T = 22.687% 19.064%
N = 1.00 years 2.11 years
ERV = $1,227 $1,446

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER> 391
<NAME> NWQ BALANCED PORTFOLIO, INSTITUTIONAL CLASS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 27,942
<INVESTMENTS-AT-VALUE> 29,033
<RECEIVABLES> 153
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 1
<TOTAL-ASSETS> 29,188
<PAYABLE-FOR-SECURITIES> 486
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79
<TOTAL-LIABILITIES> 565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,361
<SHARES-COMMON-STOCK> 696
<SHARES-COMMON-PRIOR> 475
<ACCUMULATED-NII-CURRENT> 59
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,092
<NET-ASSETS> 28,623
<DIVIDEND-INCOME> 119
<INTEREST-INCOME> 317
<OTHER-INCOME> 0
<EXPENSES-NET> (134)
<NET-INVESTMENT-INCOME> 302
<REALIZED-GAINS-CURRENT> 111
<APPREC-INCREASE-CURRENT> 842
<NET-CHANGE-FROM-OPS> 1,255
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (179)
<DISTRIBUTIONS-OF-GAINS> (30)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 625
<NUMBER-OF-SHARES-REDEEMED> (421)
<SHARES-REINVESTED> 18
<NET-CHANGE-IN-ASSETS> 23,289
<ACCUMULATED-NII-PRIOR> 16
<ACCUMULATED-GAINS-PRIOR> 31
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 81
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 135
<AVERAGE-NET-ASSETS> 6,976
<PER-SHARE-NAV-BEGIN> 11.24
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> 1.21
<PER-SHARE-DIVIDEND> (0.30)
<PER-SHARE-DISTRIBUTIONS> (0.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.39
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER> 392
<NAME> NWQ BALANCED PORTFOLIO, INSTITUTIONAL SERVICE CLASS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> JAN-22-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 27,942
<INVESTMENTS-AT-VALUE> 29,033
<RECEIVABLES> 153
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 1
<TOTAL-ASSETS> 29,188
<PAYABLE-FOR-SECURITIES> 486
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79
<TOTAL-LIABILITIES> 565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,361
<SHARES-COMMON-STOCK> 1,617
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 59
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,092
<NET-ASSETS> 28,623
<DIVIDEND-INCOME> 119
<INTEREST-INCOME> 317
<OTHER-INCOME> 0
<EXPENSES-NET> (134)
<NET-INVESTMENT-INCOME> 302
<REALIZED-GAINS-CURRENT> 111
<APPREC-INCREASE-CURRENT> 842
<NET-CHANGE-FROM-OPS> 1,255
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (179)
<DISTRIBUTIONS-OF-GAINS> (30)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,729
<NUMBER-OF-SHARES-REDEEMED> (119)
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> 23,289
<ACCUMULATED-NII-PRIOR> 16
<ACCUMULATED-GAINS-PRIOR> 31
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 81
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 135
<AVERAGE-NET-ASSETS> 5,997
<PER-SHARE-NAV-BEGIN> 11.57
<PER-SHARE-NII> 0.21
<PER-SHARE-GAIN-APPREC> 0.78
<PER-SHARE-DIVIDEND> (0.19)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.37
<EXPENSE-RATIO> 1.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER> 40
<NAME> NWQ VALUE EQUITY PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 2,823
<INVESTMENTS-AT-VALUE> 3,275
<RECEIVABLES> 38
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1
<TOTAL-ASSETS> 3,314
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30
<TOTAL-LIABILITIES> 30
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,717
<SHARES-COMMON-STOCK> 232
<SHARES-COMMON-PRIOR> 212
<ACCUMULATED-NII-CURRENT> 5
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 109
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 452
<NET-ASSETS> 3,283
<DIVIDEND-INCOME> 56
<INTEREST-INCOME> 7
<OTHER-INCOME> 0
<EXPENSES-NET> (30)
<NET-INVESTMENT-INCOME> 33
<REALIZED-GAINS-CURRENT> 109
<APPREC-INCREASE-CURRENT> 436
<NET-CHANGE-FROM-OPS> 578
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<NUMBER-OF-SHARES-REDEEMED> (55)
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</TABLE>