UAM FUNDS INC, 485BPOS, 1998-01-22

UAM FUNDS INC
485BPOS, 1998-01-22

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<PAGE>

MARKED TO INDICATE CHANGES FROM PEA#49

As filed with the Securities and Exchange Commission on January 22, 1998

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-IA

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 50 [X]

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 52 [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: (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.

Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496
--------------

It is proposed that this filing become effective:
(check appropriate box)

[X] immediately upon filing pursuant to Paragraph (b)

[_] on (date) pursuant to Paragraph (b)

[_] 60 days after filing pursuant to Paragraph (a)

[_] 75 days after filing pursuant to Paragraph (a)

[_] on (date) pursuant to Paragraph (a) of Rule 485

Title of Securities Being Registered: None
<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> <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, 1997

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;
Service and Distribution Plans

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

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

-2-
<PAGE>

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

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

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

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

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

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

Item 17. Brokerage Allocation and Other Practices. Portfolio Transactions

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

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

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

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

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

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

PART C

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

-3-
<PAGE>

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

POST-EFFECTIVE AMENDMENT NO. 50

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 50:

. Acadian Emerging Markets Portfolio and Acadian International Equity
Portfolio 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 Small Company and ICM Equity Portfolios Institutional Class Shares

. McKee Portfolios Institutional Class Shares

. NWQ Portfolios Institutional Class Shares

. NWQ Portfolios Institutional Service Class Shares

. Rice, Hall, James Small Cap Portfolio and Rice, Hall, James Small/Mid
Cap Portfolio Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares
. Sirach Portfolios Institutional Service Class Shares
. Sterling Partners' Portfolios Institutional Class Shares
. Sterling Partners' Portfolios Institutional Service Class Shares

. TS&W Portfolios Institutional Class Shares

-4-
<PAGE>

Acadian Emerging
Markets Portfolio
&
Acadian International
Equity Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Fund Expenses............................................................... 1
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Financial Highlights........................................................ 5
Investment Objectives....................................................... 7
Investment Policies......................................................... 7
Other Investment Policies................................................... 18
Investment Limitations...................................................... 23
Purchase of Shares.......................................................... 24
Redemption of Shares........................................................ 28
Shareholder Services........................................................ 30
Valuation of Shares......................................................... 32
Performance Calculations.................................................... 32
Dividends, Capital Gains Distributions and Taxes............................ 33
Investment Adviser.......................................................... 34
Adviser's Historical Performance............................................ 36
Administrative Services..................................................... 37
Distributor................................................................. 38
Portfolio Transactions...................................................... 38
General Information......................................................... 39
UAM Funds -- Institutional Class Shares..................................... 41
</TABLE>
<PAGE>

ACADIAN EMERGING MARKETS

PORTFOLIO & ACADIAN

UAM FUNDS INTERNATIONAL EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

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 "Port-
folios") each of which has different investment objectives and policies. The
Acadian Portfolios currently offer only one class of shares. The securities of-
fered in this Prospectus are Institutional Class Shares of two no-load Portfo-
lios of the Fund managed by Acadian Asset Management, Inc.: the Acadian Emerg-
ing Markets Portfolio, a non-diversified Portfolio and the Acadian Interna-
tional Equity Portfolio, a diversified Portfolio.

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

Investment in emerging country and emerging market equity securities involves
certain risk considerations which are not normally involved in investment in
securities of U.S. companies.

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

There can be no assurance that either Portfolio will meet its stated objec-
tive.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI,
contact the UAM Funds Service Center at 1-800-638-7983.

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

FUND EXPENSES

ACADIAN INSTITUTIONAL CLASS

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
EMERGING INT'L
MARKETS EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Investment Advisory Fees (After Fee Waiver)........... 1.00 % 0.01 %*
12b-l Fees............................................ NONE NONE
Other Expenses........................................ 0.34 % 0.45 %
Administrative Fees.................................. 0.16 % 0.54 %
---- ----
Total Operating Expenses (After Fee Waiver)........... 1.50 %+ 1.00 %*+
==== ====
</TABLE>
- -----------

* Absent fee waivers by the Adviser, Investment Advisory Fees and Total Oper-
ating Expenses of the International Equity Portfolio for the fiscal year
ended October 31, 1997 would have been 0.75% and 1.74%, respectively.

+ The Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Emerging Mar-
kets and International Equity Portfolios would not have differed from the
figures shown in the table.

1
<PAGE>

This table shows the various expenses and fees an investor would bear di-
rectly or indirectly. The expenses and fees set forth above are based on the
Portfolios' operations during the fiscal year ended October 31, 1997.

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Markets Portfolio................... $15 $47 $82 $179
International Equity Portfolio............... $10 $32 $55 $122
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Acadian Asset Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1986, serves as investment adviser to the Fund's Acadian
Emerging Markets Portfolio and the Acadian International Equity Portfolio. The
Adviser presently manages approximately $4.8 billion in assets for primarily
institutional clients. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

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

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

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed at any time at the net asset value
of the Portfolio next determined after receipt of the redemption request.
Shares held 90 days or more may be redeemed without cost. Shares held less
than 90 days will be subject to a 1% redemption fee which is retained by the
Fund for the benefit of the remaining shareholders and is intended to encour-
age long-term investment in the Portfolios, to avoid transaction and other ex-
penses caused by early redemption and to facilitate portfolio management. The
redemption price may be more or less than the purchase price. Shares of each
Portfolio may be exchanged for shares of the same class of any other Portfolio
of the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE PRIVILEGE.")

ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agent services
provided to the Fund and its portfolios by third-party service providers. (See
"ADMINISTRATIVE SERVICES.")

3
<PAGE>

RISK FACTORS

The value of the Portfolios' shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which the Portfolios invest. Prospective investors
should consider the following: (1) The Portfolios will invest in foreign secu-
rities which may involve greater risks than investing in domestic securities
such as foreign currency risks (See "FOREIGN INVESTMENTS"); (2) The Emerging
Markets Portfolio may invest in securities rated lower than Baa by Moody's In-
vestor Services, Inc. ("Moody's") or BBB by Standard & Poor's Ratings Services
("S&P"). These securities carry a high degree of credit risk, are considered
speculative by the major credit rating agencies, and are sometimes referred to
as "junk bonds." The International Equity Portfolio may not buy junk bonds but
may hold previously higher rated bonds which are downgraded after purchase by
the Portfolio, if the Adviser believes it advisable (See "INVESTMENT POLI-
CIES"); (3) The Portfolios may engage in various strategies to seek to hedge
their investments against movements in the equity markets, interest rates and
currency exchange rates by using derivative instruments and transactions, such
as foreign currency exchange contracts, options, futures contracts and op-
tions, and swap transactions. Such hedging strategies may be unsuccessful. Op-
tions and futures transactions in foreign markets are also subject to the risk
factors associated with foreign investments generally. There can be no assur-
ance that a liquid secondary market for options and futures contracts will ex-
ist at any specific time. (See "INVESTMENT POLICIES"); (4) The Emerging Mar-
kets Portfolio is "non-diversified" for purposes of the Investment Company Act
of 1940, as amended (the "1940 Act"), meaning that it may invest more than 5%
of its assets in the securities of one or more issuers (See "INVESTMENT POLI-
CIES"); (5) In general, the Portfolios will not trade for short-term profits,
but when circumstances warrant, investments may be sold without regard to the
length of time held. High rates of portfolio turnover may result in additional
transaction costs and the realization of capital gains (See "INVESTMENT POLI-
CIES"); and (6) The Portfolios may use various investment practices that in-
volve special considerations, including investing in repurchase agreements,
when-issued, forward delivery and delayed settlement securities and lending of
securities. (See "OTHER INVESTMENT POLICIES")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout the periods presented for the Portfolios. The tables are
part of the Portfolios' Financial Statements, which are included in the Port-
folios' 1997 Annual Reports to Shareholders. The Financial Statements have
been included in the Portfolios' SAI. The Portfolios' Financial Statements
have been audited by Price Waterhouse LLP. Their unqualified opinion on the
Financial Statements is also included in the Portfolios' SAI. Please read the
following information in conjunction with the Portfolios' 1997 Annual Reports
to Shareholders.

EMERGING MARKETS PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, JUNE 17, 1993**
------------------------------------ TO OCTOBER 31,
1997 1996 1995 1994 1993
------- ------- ------- ------ ---------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD.................. $12.12 $ 11.23 $ 14.00 $11.34 $10.00
------- ------- ------- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss).................... 0.16 0.13 0.05 (0.03) (0.01)
Net Realized and Unrealized
Gain (Loss)............... (0.85) 0.84 (2.82) 2.74 1.35
------- ------- ------- ------ ------
Total from Investment
Operations................ (0.69) 0.97 (2.77) 2.71 1.34
------- ------- ------- ------ ------
DISTRIBUTIONS:
Net Investment Income...... (0.12) (0.02) -- -- --
Net Realized Gain.......... (0.03) (0.06) -- (0.05) --
------- ------- ------- ------ ------
Total Distributions........ (0.15) (0.08) -- (0.05) --
------- ------- ------- ------ ------
Net Asset Value, End of
Period..................... $11.28 $ 12.12 $ 11.23 $14.00 $11.34
======= ======= ======= ====== ======
TOTAL RETURN................ (5.71)% 8.72% (19.79)%+ 23.97%+ 13.40%+
======= ======= ======= ====== ======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of Period
(Thousands)............... $80,220 $69,649 $33,944 $5,558 $3,927
Ratio of Expenses to
Average Net Assets ....... 1.50% 1.79% 1.78% 2.07% 2.43%*
Ratio of Net Investment
Income (Loss) to Average
Net Assets ............... 1.31% 1.29% 0.86% (0.25)% (0.37)%*
Portfolio Turnover Rate.... 28% 11% 21% 9% 2%
Average Commission Rate # .. $0.0003 $0.0004 N/A N/A N/A
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share.......... N/A N/A $ 0.02 $ 0.12 $ 0.04
Ratio of Expenses to Average
Net Assets Including
Expense Offsets............ 1.50% 1.79% 1.77% N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations
+ Total return would have been lower had certain fees not been waived during
the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, MARCH 29, 1993**
--------------------------------- TO OCTOBER 31,
1997 1996 1995 1994 1993
------- ------- ------ ------ ----------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $ 12.94 $ 11.54 $12.37 $11.77 $10.00
------- ------- ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss).................. 0.23 0.17 (0.01) (0.04) (0.04)
Net Realized and
Unrealized Gain (Loss).. (0.19) 1.44 (0.56) 0.95 1.81
------- ------- ------ ------ ------
Total from Investment
Operations.............. 0.04 1.61 (0.57) 0.91 1.77
------- ------- ------ ------ ------
DISTRIBUTIONS:
Net Investment Income.... (0.31) -- -- -- --
Net Realized Gain........ (0.64) (0.21) (0.26) (0.31) --
------- ------- ------ ------ ------
Total Distributions...... (0.95) (0.21) (0.26) (0.31) --
------- ------- ------ ------ ------
Net Asset Value, End of
Period.................. $ 12.03 $ 12.94 $11.54 $12.37 $11.77
======= ======= ====== ====== ======
TOTAL RETURN+............. 0.25% 14.13% (4.58)% 8.02% 17.70%
======= ======= ====== ====== ======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of Period
(Thousands)............. $19,731 $17,079 $2,475 $2,427 $2,264
Ratio of Expenses to
Average Net Assets...... 1.00% 1.06% 2.54% 2.50% 2.50%*
Ratio of Net Investment
Income (Loss) to Average
Net Assets.............. 1.87% 1.87% (0.11)% (0.38)% (0.76)%*
Portfolio Turnover Rate.. 70% 80% 76% 56% 44%
Average Commission
Rate#................... $0.0033 $0.0043 N/A N/A N/A
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share....... $ 0.09 $ 0.11 $ 0.46 $ 0.21 $ 0.14
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................. 1.00% 1.05% 2.50% N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations
+ Total return would have been lower had certain fees not been waived and ex-
penses assumed by the Adviser during the periods.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

INVESTMENT OBJECTIVES

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

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

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

INVESTMENT POLICIES

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

7
<PAGE>

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

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

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

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

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

8
<PAGE>

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

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

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

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

9
<PAGE>

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

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

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

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

10
<PAGE>

The Portfolio also may write covered put options which give the holder of
the option the right to sell the underlying security to the Portfolio at the
stated exercise price. The Portfolio maintains liquid securities with its Cus-
todian equal to or greater than the exercise price of the underlying security.
The Portfolio will receive a premium for writing a put option which increases
the Portfolio's return. The Portfolio will not write put options if the aggre-
gate value of the obligations underlying the put shall exceed 5% of the Port-
folio's net assets.

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

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

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

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

11
<PAGE>

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

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

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

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

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

12
<PAGE>

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

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

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

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

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

13
<PAGE>

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

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

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

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

14
<PAGE>

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

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

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

15
<PAGE>

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

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

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

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

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

16
<PAGE>

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

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

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

17
<PAGE>

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

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

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

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

18
<PAGE>

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

The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements, interest-
bearing or discounted commercial paper including dollar-denominated commercial
paper of foreign issuers, and any other short-term money market instruments
including variable rate demand notes and tax-exempt money instruments. By en-
tering into these investments on a joint basis, 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 other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is also required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived permission from the SEC to pool daily uninvested cash balances of the
Fund's

19
<PAGE>

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

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its total assets at fair market
value would be committed to loans. During the term of a loan, the Portfolio is
subject 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
by the Adviser in making decisions about securities lending.

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

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

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

20
<PAGE>

PORTFOLIO TURNOVER

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

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

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

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

21
<PAGE>

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

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

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

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

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

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

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<PAGE>

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

INVESTMENT LIMITATIONS

The Emerging Markets Portfolio will not:

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

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

The International Equity Portfolio will not:

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

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

In addition, each Portfolio will not:

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

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

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

23
<PAGE>

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

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

PURCHASE OF SHARES

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

24
<PAGE>

Fund's Sub-Transfer Agent, Chase Global Funds Services Company by such time,
the Service Agent could be held liable for resulting fees or losses. A Portfo-
lio may be deemed to have received a purchase or redemption order when a Serv-
ice Agent, or, if applicable, its authorized designee, accepts the order. Or-
ders received by the Fund in proper form will be priced at the Portfolio's net
asset value next computed after they are accepted by the Service Agent or its
authorized designee. Service Agents are responsible to their customers and the
Fund for timely transmission of all subscription and redemption requests, in-
vestment information, documentation and money.

INITIAL INVESTMENT

BY MAIL
. Complete and sign an Application, and mail it, together with a check
payable to UAM Funds to:

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

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment. The Fund will not accept third-party
checks to purchase shares of the Portfolios. If you purchase shares by check,
please be sure that your check is made payable to the "UAM Funds."

BY WIRE

. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, the Portfolio selected, the amount being wired and the name of the
bank wiring the funds. The call must be received prior to the close of
regular trading on the NYSE (generally 4:00 p.m. Eastern Time) to re-
ceive that day's price. An account number and a wire control number will
then be provided to you. Next,

. Instruct your bank to wire the specified amount to:

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

(assigned by the UAM Funds Service Center)

25
<PAGE>

. 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.

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in the Portfolio. Wire control numbers are effective for one
transaction only and cannot be used more than once. Wired money that is
not properly identified with a currently effective wire control number
will be returned to the bank from which it was wired and will not be
credited to the shareholder's account.

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

PURCHASE BY ACH

If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction.
(See "SHAREHOLDER SERVICES -- AUTOMATIC INVESTMENT PLAN").

OTHER PURCHASE INFORMATION

26
<PAGE>

intended to be long-term investment vehicles and are not designed to provide
investors with a means of speculation on short-term market movements. A pat-
tern of frequent purchases can be disruptive to efficient portfolio management
and, consequently, can be detrimental to a Portfolio's performance and its
shareholders. Accordingly, if the Fund's management determines that an in-
vestor is engaged in excessive trading, the Fund, with or without prior no-
tice, may reject in whole or part any purchase request with respect to such
investor's account. Such investors also may be barred from purchasing other
Portfolios of the Fund. Purchases of a Portfolio's shares will be made in full
and fractional shares of the Portfolio calculated to three decimal places.
Certificates for fractional shares will not be issued. Certificates for whole
shares will not be issued except at the written request of the shareholder.

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

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

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

. the investor represents and agrees that all securities offered to
be exchanged are liquid securities and not subject to any restric-
tions upon their sale by the Portfolio under the Securities Act of
1933, or otherwise; and

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

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

27
<PAGE>

REDEMPTION OF SHARES

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

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

. share certificates, if issued;

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

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

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

BY TELEPHONE

A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

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

. redemption of certificated shares by telephone.

The Fund and the Fund's Sub-Transfer Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine, and they

28
<PAGE>

may be liable for any losses if they fail to do so. These procedures include
requiring the investor to provide certain personal identification at the time
an account is opened as well as prior to effecting each transaction requested
by telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

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

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when either the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

29
<PAGE>

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.

The Portfolio reserves the right to liquidate any account that is below
fifty percent of the required minimum initial investment amount for a Portfo-
lio as set forth in the Prospectus, where the reduction in value has occurred
due to a redemption or exchange out of the account. If at any time your total
investment does not have a value of at least fifty percent of the required
minimum initial investment amount, you may be notified that the value of your
account is below the Portfolio's minimum account balance requirement. You
would then be allowed 60 days to make an additional investment before the ac-
count is liquidated. Retirement accounts and certain other accounts will not
be subject to automatic liquidation. Reductions in value that result solely
from market activity will not trigger an involuntary redemption.

SHAREHOLDER SERVICES

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

Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives and policies 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 the
close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading on the NYSE will be processed on the next busi-
ness day. The Fund may modify or terminate the exchange program at any time
upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management determines that an investor is engaged in ex-
cessive trading, the Fund, with or without prior notice, may reject in whole
or part any exchange request, with respect to such investor's account. Such
investors also may be barred from exchanging into other Portfolios of the
Fund. For additional information regarding responsibility for the

30
<PAGE>

authenticity of telephoned instructions, see "REDEMPTION OF SHARES BY TELE-
PHONE". An exchange into another UAM Funds Portfolio is a sale of shares and
may result in a gain or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum value of $2,500 or more to purchase shares automatically (minimum of $100
per transaction) at regular intervals selected by the shareholder. Provided
the shareholder's bank or other financial institution allows automatic with-
drawals, shares are purchased by transferring funds via the Automated Clearing
House ("ACH"). Investments made through ACH will be automatically transferred
from a shareholder's checking, bank money market or NOW account designated by
the shareholder. Such withdrawals are made electronically, if the sharehold-
er's bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.

To establish an Automatic Investment Plan, a shareholder must complete the
appropriate sections of the Account Application and mail it to Chase Global
Funds Services Company. A shareholder may cancel his/her participation or
change the amount of purchase at any time by mailing written notification to
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798 and
notification generally will be effective three business days following re-
ceipt. The Fund may modify or terminate this privilege at any time, or may
charge a service fee, although no such fee currently is contemplated.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemption made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be
transmitted within five business days after the redemption date. Because the
prices of Fund shares fluctuate, the number of shares redeemed to finance sys-
tematic withdrawal payments of a given amount will vary from payment to pay-
ment. If a shareholder owns shares in more than one Portfolio, the shareholder
must designate the Portfolio from which the redemptions under a Systematic
Withdrawal Plan should be made. A Systematic Withdrawal Plan may be terminated
or suspended at any time by the Fund. A shareholder may

31
<PAGE>

elect at any time, in writing, to terminate participation in the Systematic
Withdrawal Plan. Such written election must be sent to and received by the
Fund before a termination becomes effective. There is currently no charge to
the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

The net asset value of each class of each Portfolio is determined by divid-
ing the value of a Portfolio's assets attributable to the class, less any lia-
bilities attributable to the class, by the total number of shares outstanding
of the Portfolio attributable to the class. The net asset value per share of
each class of each Portfolio is determined as of the close of the NYSE on each
day that the NYSE is open for business.

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost, when the Board of
Directors determines that it reflects fair value.

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

PERFORMANCE CALCULATIONS

The Portfolios measure performance by calculating total return. Total return
figures are based on historical earnings and are not intended to indicate fu-
ture performance. Yield and total return are calculated separately for each
class of a Portfolio.

Total return is the change in value of an investment in a Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A cu-
mulative or

32
<PAGE>

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

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

FEDERAL TAXES

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

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 or mid-
term capital gains distributions are taxed as long-term or mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.

33
<PAGE>

Dividends declared in October, November and December to shareholders of
record in such a month and paid in January of the following year will be
treated as if they had been paid by the Fund and received by the shareholders
on December 31.

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

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

INVESTMENT ADVISER

Acadian Asset Management, Inc. is a Massachusetts corporation formed in 1986
and is located at Two International Place, Boston, Massachusetts 02110. The
Adviser is a wholly-owned subsidiary of United Asset Management Corporation
("UAM"), a holding company, and provides investment management services to
corporations, pension and profit-sharing plans, 401(k) and thrift plans,
trusts, estates and other institutions and individuals. As of September 30,
1997, the Adviser had approximately $4.8 billion in assets under management.
For further information on Acadian Asset Management Inc.'s investment servic-
es, please call (617) 946-3500.

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

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

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

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

34
<PAGE>

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

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

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

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

BRIAN K. WOLAHAN -- Senior Vice President -- Lehigh University, B.S., 1980;
M.I.T. (Sloan School of Management), M.S., Business Administration, 1987;
Portfolio Manager and Quantitative Research Analyst, Acadian Asset Management,
Inc. 1990 -- Present.

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

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

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

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

The Adviser has agreed to waive all or part of its advisory fee and to as-
sume operating expenses otherwise payable by the Emerging Markets Portfolio to
keep

35
<PAGE>

total annual operating expenses from exceeding 2.5% of its average daily net
assets. Until further notice, the Adviser has voluntarily agreed to waive all
or part of its advisory fee and to assume operating expenses otherwise payable
by the International Equity Portfolio, if necessary, in order to keep total
annual operating expenses from exceeding 1.00% of its average daily net as-
sets. The Fund will not reimburse the Adviser for advisory fees waived or ex-
penses that the Adviser may bear on behalf of the Portfolios for a given 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
affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, a Portfolio or any Class of
Shares of a Portfolio. Payments made for any of these purposes may be made
from its revenues, its profits or any other source available to it. When such
service arrangements are in effect, they are made generally available to all
qualified service providers.

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

ADVISER'S HISTORICAL PERFORMANCE

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

36
<PAGE>

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

<TABLE>
<CAPTION>
MORGAN STANLEY CAPITAL
ACADIAN ASSET INTERNATIONAL
TIME PERIODS AND CALENDAR YEARS MANAGEMENT EAFE
- ------------------------------- ------------- ----------------------
<S> <C> <C>
9 months to 12/31/88...................... 11.10% 11.30%
1989...................................... 11.80% 10.50%
1990...................................... (24.40)% (23.50)%
1991...................................... 4.90% 12.10%
1992...................................... (15.00)% (12.30)%
1993...................................... 36.50% 32.60%
1994...................................... 6.20% 7.80%
1995...................................... 13.60% 11.20%
1996...................................... 11.5% 6.1%
Year to Date through 9/30/97.............. 5.1% 10.4%
Annualized................................ 5.2% 5.9%
Cumulative................................ 61.40% 72.4%
Seven-Year Mean (1/1/90-12/31/96)......... 16.70% 17.10%
Value of $1 invested during 9 1/2 years
(4/1/88-9/30/97)........................ $ 1.61 $ 1.73
</TABLE>

Notes:

1. The cumulative return means that $1 invested in the composite account on
April 1, 1988 had grown to $1.61 by September 30, 1997.

2. The seven-year mean is the arithmetic average of the annual returns for the
calendar years listed.

3. The Morgan Stanley Capital International EAFE Index is an unmanaged index
which assumes reinvestment of dividends and is generally considered repre-
sentative of securities similar to those invested in by the Adviser for the
purpose of the composite performance numbers set forth above.

4. The Adviser's average annual management fee over the nine and a half-year
period (4/1/88-9/30/97) was .60% or 60 basis points. During the period,
fees on the Adviser's individual accounts ranged from .45% to .75% (45 ba-
sis points to 75 basis points). Net returns vary depending on the manage-
ment fee.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc., ("UAMFSI"), a wholly-owned subsidiary of UAM, is
responsible for performing and overseeing administrative, fund accounting,
dividend disbursing and transfer agent services provided to the Fund and its
portfolios. UAMFSI's principal office is located at 211 Congress Street, Bos-
ton, 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.

37
<PAGE>

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

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

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among each Portfolio of the Fund on the basis of its rel-
ative assets and are subject to a graduated minimum fee schedule per Portfo-
lio, which starts at $2,000 per month and increases to $70,000 annually after
two years. If a separate class of shares is added to a Portfolio, its minimum
annual fee increases by $20,000.

DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Fund's Acadian Portfolios and direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution with respect to
all transactions for the Portfolios. The Adviser may, however, consistent with
the interests of the Portfo-

38
<PAGE>

lios, select brokers on the basis of the research, statistical and pricing
services they provide to the Portfolios. Information and research received
from such brokers will be in addition to, and not in lieu of, the services re-
quired to be performed by the Adviser under the Investment Advisory Agree-
ments. A commission paid to such brokers may be higher than that which another
qualified broker would have charged for effecting the same transaction, pro-
vided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that such commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients.

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

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

GENERAL INFORMATION

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

The shares of each Portfolio and Class of the Fund are fully paid and nonas-
sessable and have no preference as to conversion, exchange, dividends, retire-
ment or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors
can elect 100% of the Directors. 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. In addition to the Insti-
tutional Class Shares offered by this Prospectus, the Board of Directors of
the Fund has authorized Institutional Service Class Shares and Advisor Class
Shares, which are not currently being offered by these Portfolios.

39
<PAGE>

As of December 24, 1997, UNISYS, Blue Bell, PA held of record 60.4% of the
outstanding shares of the Emerging Markets Portfolio Institutional Class
Shares. Also, as of December 24, 1997, Bankers Trust Company, as Trustee for
Premark International Master Pension Trust, Jersey City, NJ held of record
69.1% of the outstanding shares of the International Equity Portfolio Institu-
tional Class Shares, for which beneficial ownership is disclaimed or presumed
disclaimed. The persons or organizations owning 25% or more of the outstanding
shares of a Portfolio may be presumed to "control" (as that term is defined in
the 1940 Act) such Portfolio. As a result, those 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.

Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Directors will call a
meeting of shareholders if such a meeting is requested in writing by the hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters, to the extent required in
the undertaking.

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

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

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number listed on the cover of this Prospectus.

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.

40
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
McKee U.S. Government 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

SAMI Preferred Stock Income Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

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

41
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The C & B Portfolios
Institutional Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 11
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 25
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Administrative Services.................................................... 29
Distributor................................................................ 30
Portfolio Transactions..................................................... 30
General Information........................................................ 31
UAM Funds -- Institutional Class Shares.................................... 33
</TABLE>
<PAGE>

UAM FUNDS THE C & B PORTFOLIOS

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares (known
as "Portfolios") each of which has different investment objectives and poli-
cies. The C&B Portfolios currently offer only one class of shares. The securi-
ties offered in this Prospectus are Institutional Class Shares of four diversi-
fied, no-load Portfolios of the Fund managed by Cooke & Bieler, Inc.

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

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

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

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

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

Keep this Prospectus for future reference. It contains information you should
know before you invest. A "Statement of Additional Information" ("SAI") con-
taining additional information about the Fund has been filed with the Securi-
ties and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI,
contact the UAM Funds Service Center at 1-800-638-7983.

FUND EXPENSES

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

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
TAXABLE
EQUITY BALANCED EQUITY MID CAP
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases....... NONE NONE NONE NONE
Sales Load Imposed on Reinvested
Dividends........................... NONE NONE NONE NONE
Deferred Sales Load................... NONE NONE NONE NONE
Redemption Fees....................... NONE NONE 1%* NONE
Exchange Fees......................... NONE NONE NONE NONE
</TABLE>
- -----------
* A 1% redemption fee is charged on shares held less than one year.

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

<TABLE>
<S> <C> <C> <C> <C>
Investment Advisory Fees (After Fee
Waiver).................................. 0.625% 0.388% 0.472%** 0.472%**
12b-1 Fees................................. NONE NONE NONE NONE
Other Expenses............................. 0.068% 0.220% 0.332%** 0.332%**
Administrative Fees...................... 0.137% 0.392% 0.196%** 0.196%**
----- ----- ----- -----
Total Operating Expenses (After Fee
Waiver).................................. 0.830%** 1.00%** 1.00%** 1.00%**
===== ===== ===== =====
</TABLE>
- -----------
** Absent the Adviser's fee waiver, Investment Advisory Fees and Total Operat-
ing Expenses of the Balanced Portfolio for the fiscal year ended October
31, 1997 would have been 0.625% and 1.24%, respectively. The Total Operat-
ing Expenses includes the effect of expense offsets. If expense offsets
were excluded, other expenses and Total Operating Expenses of the Equity
Portfolio and of the Balanced Portfolio would not have differed from the
figures shown in the table. The Adviser has voluntarily agreed to waive a
portion of its advisory fees and to assume as the Adviser's own expense op-
erating expenses otherwise payable by the Portfolios, if necessary, in or-
der to keep each Portfolio's total annual operating expenses from exceeding
1.00% of its average daily net assets. Absent the Adviser's fee waiver, In-
vestment Advisory Fees and Total Operating Expenses would be 0.625% and
1.153%, respectively for the Taxable Equity Portfolio and 0.625% and
1.153%, respectively for the MidCap Portfolio. The Fund will not reimburse
the Adviser for any advisory fees that are waived or Portfolio expenses
that the Adviser may bear on behalf of the Portfolios for a given fiscal
year.

1
<PAGE>

The table above shows the expenses that an investor in the Portfolios would
bear directly or indirectly. For the Equity, Balanced and Taxable Equity Port-
folios, the expenses and fees listed are based on the Fund's operations during
the fiscal year ended October 31, 1997. As the Mid Cap Portfolio had not yet
begun operations, the expenses are based on estimates. For purposes of calcu-
lating the fees set forth above, the table assumes the Mid Cap Portfolio's av-
erage daily assets will be $25 million. The Adviser has voluntarily agreed to
waive a portion of its advisory fees and to assume as the Adviser's own ex-
pense operating expenses otherwise payable by the Portfolios, if necessary, in
order to keep each Portfolio's total annual operating expenses from exceeding
1.00% of its average daily net assets. The Fund will not reimburse the Adviser
for any advisory fees that are waived or Portfolio expenses that the Adviser
may bear on behalf of the Portfolios for a given fiscal year.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity Portfolio............................. $ 8 $26 $46 $103
Balanced Portfolio........................... $10 $32 $55 $122
Taxable Equity Portfolio..................... $10 $32 $55 $122
Mid Cap Portfolio............................ $10 $32 * *
</TABLE>
- -----------
* As the Mid Cap Portfolio had not yet begun operations, the Fund has not
projected expenses beyond the three-year period shown.

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Cooke & Bieler, Inc. (the "Adviser"), an investment counseling firm founded
in 1951, serves as investment adviser to four of the Fund's Portfolios. The
Adviser presently manages over $5.5 billion in assets for institutional cli-
ents and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") at net asset value without a sales commission. Share pur-
chases may be made by sending investments directly to the Fund. The minimum
initial investment is $2,500. The minimum for subsequent investments is $100.
The minimum initial investment for IRA accounts is $500. Minimum initial in-
vestment for spousal IRA accounts is $250. Certain exceptions to the initial
or minimum investment amounts may be permitted by officers of the Fund. (See
"PURCHASE OF SHARES.")

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

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed by mail or telephone, at any time,
at the net asset value of the Portfolio next determined after the receipt of
the redemption request. No charge is made for the redemption of shares of the
Equity, Mid Cap and Balanced Portfolios. Shares of the Taxable Equity Portfo-
lio held for less than one year will be subject to a 1% redemption fee to be
retained by the Fund for the benefit of the Portfolio's remaining sharehold-
ers. This fee is designed to encourage long-term investment in the Taxable Eq-
uity Portfolio, to offset transaction and other expenses caused by early re-
demptions and to facilitate portfolio management. 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. Shares of the Portfolios
may be exchanged for shares of the same class of any Portfolio of the UAM
Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

The value of each Portfolio's shares can be expected to fluctuate in re-
sponse to changes in market and economic conditions as well as the financial
conditions and prospects of the issuers in which the Portfolio invests. Pro-
spective investors should consider the following: (1) The Balanced Portfolio
may invest in securities rated lower than Baa by Moody's Investors Services,
Inc. ("Moody's") or BBB by Standard & Poor's Ratings Services ("S & P"). These
securities 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 Balanced Portfolio will be affected by general changes in interest rates
that result in increases or decreases in their value. The value of securities
held by the Portfolio can be expected to vary inversely with changes in inter-
est rates; as interest rates decline, market value tends to increase and vice
versa; (3) Each Portfolio may invest a portion of its assets in derivatives
including futures contracts and options (See "FUTURES CONTRACTS AND OPTIONS");
(4) Each Portfolio may use various investment practices, including investing
in repurchase agreements, when-issued, forward delivery and delayed settlement
securities and lending of securities (See "OTHER INVESTMENT POLICIES"); and
(5) Common stocks of companies which have smaller or medium-sized market capi-
talizations may exhibit greater market volatility than common stock of compa-
nies which have larger capitalizations.

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables show selected per share information for a share out-
standing throughout each period presented for the Equity and Balanced Portfo-
lios. These tables are part of the Portfolios' Financial Statements, which are
included in the Portfolios' 1997 Annual Reports to Shareholders. The Financial
Statements are included in the Portfolios' SAI. The Portfolios' Financial
Statements have been audited by Price Waterhouse LLP. Their unqualified opin-
ion on the Financial Statements is also included in the SAI. Please read the
following information in conjunction with the Portfolios' 1997 Annual Reports
to Shareholders.

C&B EQUITY PORTFOLIO
<TABLE>
<CAPTION>
MAY 15,**
YEARS ENDED OCTOBER 31, 1990 TO
------------------------------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 17.89 $ 15.68 $ 13.13 $ 13.06 $ 13.29 $ 12.33 $ 9.13 $10.00
-------- -------- -------- -------- -------- -------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS.............
Net Investment
Income................ 0.25 0.36 0.34 0.31 0.28 0.29 0.25 0.08
Net Realized &
Unrealized Gain
(Loss) on
Investments........... 3.82 2.94 2.55 0.28 0.24 1.02 3.20 (0.89)
-------- -------- -------- -------- -------- -------- ------- ------
TOTAL FROM INVESTMENT
OPERATIONS.......... 4.07 3.30 2.89 0.59 0.52 1.31 3.45 (0.81)
-------- -------- -------- -------- -------- -------- ------- ------
DISTRIBUTIONS
Net Investment
Income................ (0.26) (0.35) (0.34) (0.30) (0.26) (0.30) (0.25) (0.06)
Net Realized Gain...... (4.99) (0.74) -- (0.18) (0.49) (0.05) -- --
In Excess of Net
Realized Gain......... -- -- -- (0.04) -- -- -- --
-------- -------- -------- -------- -------- -------- ------- ------
Total Distributions.. (5.25) (1.09) (0.34) (0.52) (0.75) (0.35) (0.25) (0.06)
-------- -------- -------- -------- -------- -------- ------- ------
NET ASSET VALUE, END OF
PERIOD................. $ 16.71 $ 17.89 $ 15.68 $ 13.13 $ 13.06 $ 13.29 $ 12.33 $ 9.13
======== ======== ======== ======== ======== ======== ======= ======
TOTAL RETURN............ 30.43% 21.99% 22.28% 4.67% 4.05% 10.68% 38.04%++ (8.17)%++
======== ======== ======== ======== ======== ======== ======= ======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of
Period (Thousands).... $149,848 $169,044 $245,813 $208,937 $209,153 $112,763 $50,321 $4,582
Ratio of Expenses to
Average Net Assets+... 0.83% 0.81% 0.79% 0.82% 0.82% 0.83% 1.00% 1.00%*
Ratio of Net
Investment Income to
Average Net Assets.... 1.47% 1.92% 2.35% 2.39% 2.28% 2.27% 2.65% 3.21%*
Portfolio Turnover
Rate.................. 55% 29% 42% 46% 21% 45% 7% 0%
Average Commission
Rate#................. $ 0.0509 $ 0.0508 N/A N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... 0.83% 0.80% 0.78% N/A N/A N/A N/A N/A
</TABLE>
- -----------
* Annualized.

** Commencement of operations.
+ Net of voluntarily waived fees of $.01 and $.001 per share for the period
ended October 31, 1990 and the year ended October 31, 1991, respectively.
++ Total return would have been lower if certain fees and expenses had not
been waived during the period indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

C&B BALANCED PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 29,**
YEARS ENDED OCTOBER 31, 1989 TO
------------------------------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992 1991 1990
------- ------- ------- ------- ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................. $ 12.94 $ 13.13 $ 11.86 $ 12.68 $ 12.57 $ 11.88 $ 9.44 $10.00
------- ------- ------- ------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income..... 0.42 0.45 0.52 0.48 0.45 0.46 0.40 0.34
Net Realized & Unrealized
Gain (Loss) on
Investments.............. 1.98 1.29 1.51 (0.39) 0.40 0.79 2.45 (0.59)
------- ------- ------- ------- ------- ------- ------- ------
TOTAL FROM INVESTMENT
OPERATIONS............. 2.40 1.74 2.03 0.09 0.85 1.25 2.85 (0.25)
------- ------- ------- ------- ------- ------- ------- ------
DISTRIBUTIONS
Net Investment Income..... (0.44) (0.45) (0.52) (0.47) (0.44) (0.46) (0.40) (0.31)
Net Realized Gain......... (1.15) (1.48) (0.24) (0.44) (0.30) (0.10) (0.01) --
------- ------- ------- ------- ------- ------- ------- ------
Total Distributions..... (1.59) (1.93) (0.76) (0.91) (0.74) (0.56) (0.41) (0.31)
======= ======= ======= ======= ======= ======= ======= ======
NET ASSET VALUE, END OF
PERIOD.................... $ 13.75 $ 12.94 $ 13.13 $ 11.86 $ 12.68 $ 12.57 $ 11.88 $ 9.44
======= ======= ======= ======= ======= ======= ======= ======
TOTAL RETURN............... 20.39%+ 14.70%+ 17.83%+ 0.74%+ 7.01% 10.72% 30.50%+ (2.62)%+
======= ======= ======= ======= ======= ======= ======= ======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of Period
(Thousands).............. $24,066 $22,629 $24,146 $32,077 $42,974 $35,326 $26,346 $8,634
Ratio of Expenses to
Average Net Assets....... 1.00 % 1.00 % 1.00 % 1.00 % 0.90 % 0.91 % 1.00 % 1.00 %*
Ratio of Net Investment
Income to Average Net
Assets................... 3.20 % 3.51 % 3.80 % 3.84 % 3.65 % 3.78 % 4.07 % 4.61 %*
Portfolio Turnover Rate... 35 % 21 % 22 % 24 % 22 % 12 % 11 % 2 %
Average Commission
Rate #................... $0.0510 $0.0511 N/A N/A N/A N/A N/A N/A
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share........ $ 0.031 $ 0.037 $ 0.004 $ 0.001 N/A N/A $ 0.01 $ 0.03
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets.................. 1.00 % 1.00 % 1.00 % N/A N/A N/A N/A N/A
</TABLE>
- -----------
* Annualized.

**Commencement of operations.
+ Total return would have been lower had certain fees not been waived during
the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS

<TABLE>
<CAPTION>
FEBRUARY 12, 1997***
TO
OCTOBER 31, 1997
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................... $ 10.00
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.11
Net Realized and Unrealized Gain........................ 1.44
-------
Total From Investment Operations....................... 1.55
-------
DISTRIBUTIONS
Net Investment Income................................... (0.10)
-------
NET ASSET VALUE, END OF PERIOD........................... $ 11.45
=======
TOTAL RETURN............................................. 15.54%+**
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands).................... $ 993
Ratio of Expenses to Average Net Assets.................. 1.00%*
Ratio of Net Investment Income to Average Net Assets..... 1.57%*
Portfolio Turnover Rate.................................. 3%
Average Commission Rate.................................. $0.0502
Voluntarily Waived Fees and Expenses Assumed by the
Adviser Per Share...................................... $ 1.27
Ratio of Expenses to Average Net Assets Including Expense
Offsets................................................ 1.00%*
</TABLE>
* Annualized

** Not annualized

*** Commencement of operations
+ Total return would have been lower had certain fees not been waived and
assumed during the period.

7
<PAGE>

INVESTMENT OBJECTIVES

The Portfolios maintain different investment policies while pursuing similar
investment objectives. There can be no assurance that a Portfolio will achieve
its stated objective.

C & B EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide
maximum long-term total return with minimal risk to principal by investing in
common stocks which have a consistency and predictability in their earnings
growth.

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

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

C & B BALANCED PORTFOLIO. The objective of the Balanced Portfolio is to pro-
vide maximum long-term total return with minimal risk to principal by invest-
ing in a combined portfolio of common stocks which have a consistency and pre-
dictability in their earnings growth and investment grade fixed income securi-
ties. The proportion of the Portfolio's assets invested in fixed income secu-
rities or common stocks will vary as market conditions warrant. A typical as-
set mix for the Portfolio is expected to be 60% common stocks and 40% fixed
income securities. The Portfolio's total return will consist of both income
and capital return, the relative proportions of which will vary according to
the Portfolio's mix of underlying investments.

The Portfolios have distinct investment policies as set forth below.

INVESTMENT POLICIES

C & B EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve its objective
by investing primarily in common stocks of companies with strong financial po-
sitions, consistent and predictable earnings growth and in the Adviser's opin-
ion, are

8
<PAGE>

undervalued at the time of purchase. It may also invest in convertible bonds
or convertible preferred stocks.

Security selection for the Equity Portfolio is based on analysis of a
company's financial characteristics, an assessment of the quality of a
company's management, and the implementation of valuation discipline. Compa-
nies acceptable for investment in the Portfolio are determined by screening
criteria such as high return on equity, strong balance sheets, and consistency
and predictability in the growth of earnings and dividends. Intensive on-site
research, including interviews with top management, is undertaken by the Ad-
viser to identify companies with strong management, further narrowing the uni-
verse of acceptable investments. Dividend discount analysis is utilized to de-
termine those stocks with the most attractive returns from this universe. A
stock is sold when a more attractive alternative is discovered.

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

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

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

9
<PAGE>

Security selection for the Taxable Equity and Mid Cap Portfolios is similar
to the selection process utilized for the Equity Portfolio. Security selection
for both Portfolios is also based on analysis of a company's financial charac-
teristics, an assessment of the quality of a company's internal research capa-
bilities, the implementation of a valuation discipline and adherence to a low
risk philosophy. Companies acceptable for investment in the Portfolios are de-
termined by screening criteria such as high return on equity, strong balance
sheets, ability to generate excess cash flow, excellent fixed cost coverage
ratios, industry leadership position and a dividend and/or share repurchase
policy which will enable investors to benefit from consistent, above average
earnings and dividend growth. Intensive on-site research, including interviews
with top management, is undertaken by the Adviser to identify companies with
strong management, further narrowing the universe of acceptable investments.

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

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

C & B BALANCED PORTFOLIO. The Balanced Portfolio is designed to provide
shareholders a single vehicle with which to participate in the Adviser's eq-
uity and fixed income strategies, combined with the Adviser's asset allocation
decisions.

10
<PAGE>

The Portfolio seeks to achieve its objective by investing in a mix of stocks,
bonds, and cash equivalents. A typical asset mix for the Portfolio is 60%
stocks and 40% bonds. Depending on market conditions, this mix will vary. How-
ever, at least 25% of the Portfolio's total assets will always be invested in
fixed income senior securities. Cash equivalent investments will be maintained
when deemed appropriate by the Adviser. Equity securities are selected using
approaches identical to those described under "Investment Policies" for the
Equity Portfolio.

Fixed income securities in the Portfolio will consist primarily of (1) in-
vestment grade securities of varying maturities, including securities of or
guaranteed by the U.S. Government and its agencies or instrumentalities, cor-
porate bonds, mortgage-backed securities, variable rate debt securities, as-
set-backed securities, and various short-term instruments such as commercial
paper, Treasury bills, and certificates of deposit, and (2) any other publicly
or privately placed unrated security which, in the Adviser's opinion, is
equivalent in quality to securities having one of the four highest grades as-
signed by Moody's or S&P.

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

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

OTHER INVESTMENT POLICIES

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 S&P or Prime-1 or Prime-2 by Moody's or
if unrated, determined by the Adviser to be of comparable quality.

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

12
<PAGE>

sition costs in liquidating the collateral. While the Fund's management ac-
knowledges these risks, it is expected that they can be controlled through
stringent security selection criteria and careful monitoring procedures. The
Fund has received permission from the SEC to pool daily uninvested cash bal-
ances of the Fund's Portfolios in order to invest in repurchase agreements on
a joint basis. By entering into joint repurchase agreements, a Portfolio may
incur lower transaction costs and earn higher rates of interest on joint re-
purchase agreements. 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 total assets at fair market
value would be committed to loans. During the term of a loan, the Portfolio is
subject 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
by the Adviser in making decisions about securities lending.

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

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

13
<PAGE>

PORTFOLIO TURNOVER
Portfolio turnover for the Mid Cap Portfolio is not anticipated to exceed
50%. In addition to Portfolio trading costs, higher rates of portfolio turn-
over may result in the realization of capital gains. (See "DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS AND TAXES" for more information on taxation.) The Portfo-
lios will not normally engage in short-term trading, but each reserves the
right to do so. The tables set forth in "Financial Highlights" present the Eq-
uity, Balanced and Taxable 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 securities of other open-end or
closed-end investment companies. No more than 5% of the investing Portfolio's
total assets may be invested in securities of any one investment company nor
may it acquire more than 3% of the voting securities of any other investment
company. The Portfolio will indirectly bear its proportionate share of any
management fees paid by an investment company in which it invests in addition
to the advisory fee paid by the Portfolio.

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

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

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or pool of se-
curities issued

14
<PAGE>

by a foreign issuer (the "underlying issuer") and deposited with the deposita-
ry. 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.
For additional information regarding foreign securities, please see the State-
ment of Additional Information.

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

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

15
<PAGE>

lio will invest no more than 10% of its net assets in illiquid securities. The
prices realized from the sales of these securities could be more or less than
those originally paid by the Portfolio or less than what may be considered the
fair value of such 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 each Portfolio, as defined in the 1940 Act.

INVESTMENT LIMITATIONS
A Portfolio will not:

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

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

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

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

16
<PAGE>

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 consid-
ered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or a designated Service Agent. (See "VALUATION OF
SHARES.") The minimum initial investment required is $2,500. The minimum ini-
tial investment for IRA accounts is $500. The minimum initial investment for
spousal IRA accounts is $250. Certain exceptions may be permitted by the offi-
cers of the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than a Portfolio's pricing on the following business day. If payment is
not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of

17
<PAGE>

all subscription and redemption requests, investment information, documenta-
tion and money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it together with a check
payable to "UAM Funds" to:

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

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal Funds (moneys
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment. The Fund will not accept third-party
checks to purchase shares of a Portfolio. If you purchase shares by check,
please be sure that your check is made payable to the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and a wire control number will then
be provided to you, in addition to wiring instructions. 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
----------------------

(assigned by the UAM Funds Service Center)

18
<PAGE>

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to "UAM Funds") or by wiring
money to the Custodian Bank using the instructions outlined above. When making
additional investments, be sure that the account number, account name, and the
Portfolio to be purchased are specified on the check or wire. Prior to wiring
additional investments, notify the Fund by calling the number on the cover of
this Prospectus. Mail orders should include, when possible, the "Invest by
Mail" stub which accompanies any Fund confirmation statement.

PURCHASE BY ACH

If you have made this election, shares of a Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction.
(See "SHAREHOLDER SERVICES--AUTOMATIC INVESTMENT PLAN.")

OTHER PURCHASE INFORMATION
Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and their shareholders. Accordingly, if the Fund's management de-
termines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or

19
<PAGE>

part any purchase request, with respect to such investor's account. Such in-
vestors also may be barred from purchasing other Portfolios of the Fund. Pur-
chases of a Portfolio's shares will be made in full and fractional shares of
the Portfolio calculated to three decimal places. Certificates for fractional
shares will not be issued. Certificates for whole shares will not be issued
except at the written request of the shareholder.

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

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

Investors who are subject to federal taxation upon exchange may realize a
gain or loss for federal income tax purposes depending upon the cost of
securities exchanged. Investors interested in such exchanges should contact
the Adviser.

REDEMPTION OF SHARES

20
<PAGE>

less than one year will be subject to a 1% redemption fee to be retained by
the Fund for the benefit of the Portfolio's remaining shareholders. This fee
is designed to encourage long-term investment in the Taxable Equity Portfolio,
to offset transaction and other expenses caused by early redemptions and to
facilitate portfolio management. Any redemption may be more or less than the
purchase price of your shares depending on the market value of the investment
securities held by the Portfolio.

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

21
<PAGE>

or fraudulent telephone instructions if the Fund or the Sub-Transfer Agent
does not employ the procedures described above. Neither the Fund nor the Sub-
Transfer Agent will be responsible for any loss, liability, cost or expense
for following instructions received by telephone that it reasonably believes
to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION
The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when either the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

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

22
<PAGE>

have a value of at least fifty percent of the required minimum initial invest-
ment amount, you may be notified that the value of your account is below the
Portfolio's minimum account balance requirement. You would then be allowed 60
days to make an additional investment before the account is liquidated. Re-
tirement accounts and certain other accounts will not be subject to automatic
liquidation. Reductions in value that result solely from market activity will
not trigger an involuntary redemption.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each C & B Portfolio may be exchanged for In-
stitutional Class Shares of other C & B Portfolios. In addition, Institutional
Class Shares of each Portfolio may be exchanged for any other Institutional
Class Shares of a Portfolio included in the Fund or UAM Funds Trust. (See the
list of Portfolios of the UAM Funds--Institutional Class Shares at the end of
this Prospectus.) Exchange requests should be made by calling the Fund or
writing to the UAM Funds Service Center.

Any exchange will be based on the net asset values of the shares involved.
There is no sales commission or charge of any kind for an exchange, except
that a 1% redemption fee will be charged on exchanges of Taxable Equity Port-
folio shares, if such shares have been held for less than one year prior to
the exchange date. (See "FUND EXPENSES.") Before making an exchange into a
Portfolio, a shareholder should read its Prospectus and consider the invest-
ment objectives and policies of the Portfolio to be purchased. Call the UAM
Funds Service Center for a copy of the Prospectus for the Portfolio(s). Ex-
changes can only be made with Portfolios that are qualified for sale in a
shareholder's state of residence.

The Fund may modify or terminate the exchange program at any time upon 60
days' written notice to shareholders, and may reject any exchange request. If
the Fund's management determines that an investor is engaged in excessive
trading, the Fund, with or without prior notice, may reject in whole or part
any exchange request, with respect to such investor's account. Such investors
also may be barred from exchanging into other Portfolios of the Fund.

23
<PAGE>

For additional information regarding responsibility for the authenticity of
telecopied instructions, see "REDEMPTION OF SHARES--BY TELEPHONE" above. An
exchange into another UAM Funds Portfolio may result in a capital gain or loss
for income tax purposes. The Fund may modify or terminate the exchange privi-
lege at any time.

AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum value of $2,500 or more to purchase shares automatically (minimum of $100
per transaction) at regular intervals selected by the shareholder. Provided
the shareholder's bank or other financial institution allows automatic with-
drawals, shares are purchased by transferring funds via the Automated Clearing
House ("ACH"). Investments made through ACH will be automatically transferred
from a shareholder's checking, bank money market or NOW account designated by
the shareholder. Such withdrawals are made electronically, if the sharehold-
er's bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal

24
<PAGE>

Plan may be terminated or suspended at any time by the Fund. A shareholder may
elect at any time, in writing, to terminate participation in the Systematic
Withdrawal Plan. Such written election must be sent to and received by the
Fund before a termination becomes effective. There is currently no charge to
the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

The Portfolios measure performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance. Yield and total return are calcu-
lated separately for each class of a Portfolio.

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

25
<PAGE>

accounting methods, the quoted yield may not equal the income actually paid to
shareholders.

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

FEDERAL TAXES
Each Portfolio intends to qualify as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt generally 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 ordi-
nary income and net capital gains on a current basis and maintain a portfolio
of investments which satisfies certain diversification criteria.

26
<PAGE>

distributions are taxed as long-term or mid-term capital gains, as the case
may be. Shareholders will be notified annually of dividend income earned for
tax purposes.

Dividends declared in October, November and December to shareholders of rec-
ord in such a month and paid in January of the following year will be treated
as if they had been paid by the Fund and received by the shareholders on De-
cember 31.

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

INVESTMENT ADVISER

Cooke & Bieler, Inc. is a Pennsylvania corporation formed in 1951 and is lo-
cated at 1700 Market Street, Philadelphia, PA 19103. The Adviser is a wholly-
owned subsidiary of United Asset Management Corporation ("UAM"), a holding
company, and provides investment management services to corporations, founda-
tions, endowments, pension and profit sharing plans, trusts, estates and other
institutions and individuals. As of December 31, 1997, the Adviser had over
$5.5 billion in assets under management. For further information on Cooke &
Bieler's investment services, please call (215) 567-1101.

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

JOHN J. MEDVECKIS, Partner and Director.

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

R. JAMES O'NEIL, Vice President.

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

27
<PAGE>

PETER A. THOMPSON, Vice President.

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

MICHAEL M. MEYER, Associate.

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

KERMIT S. ECK, Vice President.

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

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

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

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

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

28
<PAGE>

shareholder servicing, record-keeping and/or other services performed with re-
spect to the Fund, a Portfolio or any Class of Shares of a Portfolio. Payments
made for any of these purposes may be made from the paying entity's revenues,
its profits or any other source available to it. When such services arrange-
ments are in effect, they are made generally available to all qualified serv-
ice providers.

The Distributor, the Adviser, and certain of their affiliates also partici-
pate, at the date of this prospectus, in an arrangement with Smith Barney Inc.
under which Smith Barney provides certain defined contribution plan marketing
and shareholder services of its Consulting Group and receives 0.15 of 1% of
the daily net asset value of Institutional Class Shares held by Smith Barney's
eligible customer accounts in addition to amounts payable to all selling deal-
ers. The Fund also compensates Smith Barney for services it provides to cer-
tain defined contribution plan shareholders that are not otherwise provided by
UAMFSI.

ADMINISTRATIVE SERVICES

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

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Equity Portfolio....................................................... 0.04%
Balanced Portfolio..................................................... 0.06%
Taxable Equity Portfolio............................................... 0.04%
Mid Cap Portfolio...................................................... 0.04%
</TABLE>

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billionbut
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

29
<PAGE>

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,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Portfo-
lios included in this Prospectus. The Agreement continues in effect so long as
it is approved at least annually by a vote of the Fund's Board of Directors.
Those approving the agreements must include a majority of Directors who are
neither parties to such Agreement nor interested persons of any such party.
The Agreement provides that the Fund will bear costs of registration of its
shares with the SEC as well as the printing of its prospectuses, its state-
ments of additional information and its reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchase and sale of investment securities for the
Portfolios and direct the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folios. 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 each Portfolio in addition to required broker services. Such
brokers may be paid a higher commission than that which another qualified bro-
ker would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934,
as amended, and that the Adviser determines in good faith that the such com-
mission is reasonable in terms either of the transaction or the overall re-
sponsibility of the Adviser to a Portfolio and the Adviser's other clients.
Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

30
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc.". The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series or classes
of shares of common stock and to classify or reclassify any unissued shares
without further action by shareholders. At its discretion, the Board of Direc-
tors may create additional Portfolios and classes of shares of the Fund in the
future.

As of December 24, 1997, UFCW Local 56 & Ford Independent Employees MPP
Trust held of record 29.2% of the outstanding shares of the Balanced Portfo-
lio. The persons owning 25% or more of the outstanding shares of a Portfolio
may be presumed to "Control" (as that term is defined in the Investment Com-
pany Act of 1940) such Portfolio. As a result, those persons or organizations
could have the ability to vote a majority of the shares of the Portfolio on
any matter requiring approval of shareholders of such Portfolio.

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

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

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

31
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

32
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Equity Portfolio
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Value Equity Portfolio
NWQ Small Cap Equity Portfolio
NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Bond 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
TS&W Balanced Portfolio

33
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The DSI Portfolios

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 17
Purchase of Shares......................................................... 18
Redemption of Shares....................................................... 22
Shareholder Services....................................................... 25
Valuation of Shares........................................................ 27
Performance Calculations................................................... 28
Dividends, Capital Gains Distributions and Taxes........................... 29
Investment Adviser......................................................... 30
Administrative Services.................................................... 35
Distributor................................................................ 35
Portfolio Transactions..................................................... 36
General Information........................................................ 36
UAM Funds -- Institutional Class Shares.................................... 39
</TABLE>
<PAGE>

UAM FUNDS THE DSI PORTFOLIOS

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

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 "Port-
folios") each of which has different investment objectives and policies. The
DSI Disciplined Value Portfolio currently offers two separate classes of
shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). The DSI Limited Maturity Bond, DSI Money Market and
DSI Balanced Portfolios currently offer only one class of shares: Institutional
Class Shares. The securities offered in this Prospectus are Institutional Class
Shares of four diversified, no-load Portfolios of the Fund managed by Dewey
Square Investors Corporation.

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

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

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

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

There can be no assurance that the Portfolios will achieve their stated
objective.

FUND EXPENSES
DSI INSTITUTIONAL CLASS

The following table illustrates the expenses and fees that a shareholder of
the Portfolios' Institutional Class Shares will incur. The Fund does not
charge shareholder transaction fees. However, transaction fees may be charged
if a broker-dealer or other financial intermediary deals with the Fund on your
behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
DISCIPLINED VALUE LIMITED MATURITY MONEY MARKET BALANCED
PORTFOLIO BOND PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
----------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
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 Fee............ NONE NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
DISCIPLINED VALUE LIMITED MATURITY MONEY MARKET BALANCED
PORTFOLIO BOND PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
----------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment Advisory Fees
(After Fee Waiver).... 0.75% 0.45% 0.18% 0.36%**
12b-1 Fees.............. NONE NONE NONE NONE
Other Expenses.......... 0.13% 0.19% 0.07% 0.29%
Administrative Fees... 0.17% 0.30% 0.12% 0.22%
---- ---- ---- ----
Total Operating Expenses
(After Fee Waiver).... 1.05%+ 0.94%+ 0.37%*+ 0.87%+
==== ==== ==== ====
</TABLE>
- -----------

* Absent the Adviser's fee waiver, Investment Advisory Fees and Total Oper-
ating Expenses of the Money Market Portfolio Institutional Class Shares
for the fiscal year ended October 31, 1997 would have been 0.40% and
0.59%, respectively. Until further notice, the Adviser has voluntarily
agreed to waive a portion of its advisory fees in order to keep the advi-
sory fees at 0.18% of the Portfolio's average daily net assets. The Fund
will not reimburse the Adviser for any advisory fees that are waived on
behalf of the Portfolio.

1
<PAGE>

+ The Total Operating Expenses include the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Limited Matu-
rity Bond Portfolio Institutional Class Shares would be 0.95%. If expense
offsets were excluded, Total Operating Expenses of the Disciplined Value
and Money Market Portfolios Institutional Class Shares would not differ.
The Balanced Portfolio commenced operations on December 19, 1997.

** The Adviser's fee is as follows: 0.45% for the first twelve months of op-
erations, 0.55% for the next twelve months of operations and 0.65% there-
after. The Adviser has voluntarily agreed to waive a portion of its advi-
sory fees in order to keep the advisory fees at 0.36% of the Portfolio's
average daily net assets for the first twelve months of operations. Absent
the Adviser's fee waiver, Investment Advisory Fees would be 0.45% and To-
tal Operating Expenses would be 0.96% for the Balanced Portfolio.

This table shows the various fees and expenses that a shareholder of the
Portfolios of the Fund would bear directly or indirectly. The expenses and
fees set forth above are based on the Disciplined Value, Limited Maturity Bond
and Money Market Portfolios' operations during the fiscal year ended October
31, 1997. The fees and expenses with respect to the Balanced Portfolio are
based on estimated amounts for its first year of operations, based upon as-
sumed average daily net assets of $25 million. As of the date of this Prospec-
tus, the Balanced Portfolio Institutional Class Shares had not commenced oper-
ations.

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Disciplined Value Portfolio Institutional
Class Shares................................ $11 $33 $58 $128
Limited Maturity Bond Portfolio Institutional
Class Shares................................ $10 $30 $52 $115
Money Market Portfolio Institutional Class
Shares...................................... $ 4 $12 $21 $ 47
Balanced Portfolio Institutional Class
Shares...................................... $ 9 $28 * *
</TABLE>
- -----------

* As the Balanced Portfolio commenced operations as of December 19, 1997, the
Fund has not projected expenses beyond the 3 year period shown.

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

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

PURCHASE OF SHARES

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

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

REDEMPTION AND EXCHANGES

Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value per share of the Portfolio next determined after receipt of
the redemption request. The redemption price may be more or less than the pur-
chase price. Shares of each Portfolio may be exchanged for shares of the same
class of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and
"EXCHANGE PRIVILEGE.")

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

3
<PAGE>

RISK FACTORS

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

4
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Disci-
plined Value, Limited Maturity Bond and Money Market Portfolios' Institutional
Class Shares. These tables are part of the Portfolios' Financial Statements,
which are included in the Portfolios' 1997 Annual Report to Shareholders. The
Financial Statements are included in the Portfolios' SAI. The Portfolios' Fi-
nancial Statements have been audited by Price Waterhouse LLP. Their unquali-
fied opinion on the Financial Statements is also included in the SAI. Please
read the following information in conjunction with the Portfolios' 1997 Annual
Report to Shareholders. The Balanced Portfolio Institutional Class Shares had
not commenced operations as of the date of this Prospectus.

DISCIPLINED VALUE PORTFOLIO
<TABLE>
<CAPTION>
DECEMBER
YEARS ENDED OCTOBER 31, 12, 1989** TO
------------------------------------------------------------- OCTOBER
1997 1996 1995 1994 1993 1992 1991 31, 1990
------- ------- ------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 12.99 $ 11.76 $ 11.11 $ 12.72 $ 10.62 $ 10.17 $ 7.86 $ 10.00
------- ------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.. 0.19 0.23 0.25 0.22 0.22 0.26 0.26 0.27
Net Realized and
Unrealized Gain
(Loss)................ 3.10 2.26 1.70 0.17 2.09 0.46 2.31 (2.16)
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations........... 3.29 2.49 1.95 0.39 2.31 0.72 2.57 (1.89)
------- ------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income.. (0.20) (0.22) (0.25) (0.22) (0.21) (0.27) (0.26) (0.25)
Net Realized Gain...... (1.81) (1.04) (1.05) (1.78) -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total Distributions... (2.01) (1.26) (1.30) (2.00) (0.21) (0.27) (0.26) (0.25)
------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 14.27 $ 12.99 $ 11.76 $ 11.11 $ 12.72 $ 10.62 $ 10.17 $ 7.86
======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN............ 28.99% 22.92% 20.12% 3.48% 21.92% 7.15% 32.95% (19.26)%
======= ======= ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $78,545 $63,596 $47,938 $49,002 $42,170 $37,202 $41,558 $33,388
Ratio of Expenses to
Average Net Assets..... 1.05% 1.04% 1.00% 1.09% 1.04% 0.99% 1.05% 1.01%*
Ratio of Net Investment
Income to Average Net
Assets................. 1.42% 1.89% 2.26% 2.02% 1.88% 2.44% 2.60% 3.16%*
Portfolio Turnover
Rate................... 126% 135% 121% 184% 149% 74% 62% 75%
Average Commission
Rate#.................. $0.0594 $0.0588 N/A N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 1.05% 1.04% 0.99% N/A N/A N/A N/A N/A
</TABLE>
- ---------
* Annualized

** Commencement of operations.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

LIMITED MATURITY BOND PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
YEARS ENDED OCTOBER 31, 18, 1989** TO
-------------------------------------------------------------- OCTOBER
1997 1996 1995 1994 1993 1992 1991 31, 1990
------- ------- ------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 9.40 $ 9.51 $ 9.31 $ 9.95 $ 10.56 $ 10.40 $ 9.87 $ 10.00
------- ------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income................ 0.58 0.62 0.69 0.56 0.68 0.66 0.77 0.66
Net Realized and
Unrealized Gain
(Loss)................ 0.05 (0.13) 0.17 (0.70) (0.16) 0.35 0.53 (0.19)
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations.......... 0.63 0.49 0.86 (0.14) 0.52 1.01 1.30 0.47
------- ------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ (0.57) (0.60) (0.66) (0.50) (0.70) (0.67) (0.77) (0.60)
Net Realized Gain...... -- -- -- -- (0.43) (0.18) -- --
------- ------- ------- ------- ------- ------- ------- -------
Total Distributions.. (0.57) (0.60) (0.66) (0.50) (1.13) (0.85) (0.77) (0.60)
------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 9.46 $ 9.40 $ 9.51 $ 9.31 $ 9.95 $ 10.56 $ 10.40 $ 9.87
------- ------- ------- ------- ------- ------- ------- -------
TOTAL RETURN............ 6.93% 5.34% 9.58% (1.39)% 5.22% 10.03% 13.72% 4.89%
======= ======= ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $32,712 $30,433 $29,294 $30,220 $33,724 $33,206 $34,896 $35,583
Ratio of Expenses to
Average Net Assets..... 0.95% 1.00% 0.88% 0.88% 0.79% 0.72% 0.75% 0.72%*
Ratio of Net Investment
Income to Average Net
Assets................. 6.17% 6.55% 7.12% 5.68% 6.50% 6.19% 7.39% 8.39%*
Portfolio Turnover
Rate................... 51% 121% 126% 274% 167% 238% 306% 192%
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 0.94% 0.99% 0.87% N/A N/A N/A N/A N/A
</TABLE>
- ----------
* Annualized

** Commencement of operations

6
<PAGE>

MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER
YEARS ENDED OCTOBER 31, 28, 1989** TO
----------------------------------------------------------------------- OCTOBER
1997 1996 1995 1994 1993 1992 1991 31, 1990
-------- -------- -------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income+............... 0.051 0.051 0.053 0.033 0.026 0.035 0.059 0.064
Total from Investment
Operations............ 0.051 0.051 0.053 0.033 0.026 0.035 0.059 0.064
-------- -------- -------- -------- -------- -------- -------- --------
DISTRIBUTIONS
Net Investment Income.. (0.051) (0.051) (0.053) (0.033) (0.026) (0.035) (0.059) (0.064)
Total Distributions.... (0.051) (0.051) (0.053) (0.033) (0.026) (0.035) (0.059) (0.064)
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- -------- -------- -------- --------
TOTAL RETURN............ 5.26%+ 5.26%+ 5.48%+ 3.30% 2.63% 3.66% 6.10% 6.59%
======== ======== ======== ======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $152,216 $220,124 $124,147 $112,085 $188,419 $182,807 $168,490 $258,574
Ratio of Expenses to
Average Net Assets..... 0.37% 0.38% 0.50% 0.56% 0.58% 0.64% 0.68% 0.63%*
Ratio of Net Investment
Income to Average Net
Assets................. 5.14% 5.14% 5.35% 3.07% 2.60% 3.65% 5.98% 7.62%*
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $ 0.002 $ 0.002 $ 0.001 N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 0.37% 0.38% 0.49% N/A N/A N/A N/A N/A
</TABLE>
- ----------
* Annualized

** Commencement of operations
+ Total return would have been lower had certain expenses not been waived for
the period indicated.

7
<PAGE>

INVESTMENT OBJECTIVES

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

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

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

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

INVESTMENT POLICIES

DISCIPLINED VALUE PORTFOLIO -- The Disciplined Value Portfolio seeks to
achieve its objective by investing primarily in common stocks of mid to large
market capitalization companies. The selection process for the Portfolio fo-
cuses upon the stocks of statistically undervalued yet sound companies that
are likely to show improving fundamentals with identifiable catalysts for
change.

8
<PAGE>

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

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

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

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

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

9
<PAGE>

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

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

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

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

10
<PAGE>

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

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

MONEY MARKET PORTFOLIO -- The Money Market Portfolio seeks to achieve its
objective by investing in money market instruments which mature in 397 days or
less. The Portfolio will maintain an average weighted maturity of 90 days or
less.

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

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

. Commercial paper (including variable amount master demand notes);

. Short-term corporate obligations;

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

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

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

. Money Market obligations issued by domestic and foreign corpora-
tions; and

. Repurchase agreements that are collateralized by certain securities
described under "Short-Term Investments."

11
<PAGE>

Rated securities purchased by the Portfolio will be rated within the two
highest rating categories for short-term debt obligations by at least two na-
tionally recognized statistical rating organizations ("NRSROs") assigning a
rating to the security or the issuer or, in some cases, the guarantor of the
security, or if only on NRSRO has assigned a rating, by that NRSRO. Unrated
securities will be determined to be of comparable quality by the Adviser. The
Portfolio will not invest more than 5% of its total assets in securities so
rated (or comparable to securities so rated) in the second highest rating cat-
egory.

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

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

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

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

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

12
<PAGE>

obligations are the same as those applied to the selection of U.S. based secu-
rities. The Portfolio may enter into forward contracts when, in the Adviser's
judgment, the specific foreign currency covered by a forward contract is
likely to appreciate against the U.S. dollar. However, unanticipated changes
in currency prices may result in a loss to the Portfolio. A discussion of for-
ward contracts may be found above under the DSI Limited Maturity Bond Portfo-
lio and in the SAI For a more complete description of the special considera-
tions and risks associated with investments in foreign issuers, see "FOREIGN
INVESTMENTS."

The proportion of the Portfolio's assets invested in equity or fixed income
securities will vary as market conditions warrant. Under normal investing con-
ditions, the typical asset mix for the Portfolio is expected to be 60% equi-
ties and 40% fixed income securities. However, the percentage of the Portfo-
lio's assets committed to different asset classes may range as follows: 40% to
75% in equities, 25% to 60% in fixed income securities, and 0% to 25% in cash
and cash equivalents. The Portfolio will always invest at least 25% of its to-
tal assets in fixed income senior securities. The fixed income portion of the
Portfolio will ordinarily maintain an average weighted maturity of between 3
and 10 years and average duration of between 4 and 7 years.

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

OTHER INVESTMENT POLICIES

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 within the two highest rating categories
for short-term debt obligations by a nationally recognized statistical rating
organization assigning a rating to the security and the issuer, or, in some
cases, the guarantor of the security. Unrated securities will be determined to
be of comparable quality by the Adviser.

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

13
<PAGE>

banks, the security is, in the opinion of the Adviser, of an investment qual-
ity comparable with other debt securities which may be purchased by each Port-
folio.

14
<PAGE>

LENDING OF SECURITIES

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

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

PORTFOLIO TURNOVER

The Money Market Portfolio is expected to have a high portfolio turnover
rate due to the short maturities of the securities purchased. Higher rates
(100% or more) of portfolio turnover may result in realization of capital
gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more infor-
mation on

15
<PAGE>

taxation.) The tables set forth in "Financial Highlights" present the Disci-
plined Value and Limited Maturity Bond Portfolios' historical portfolio turn-
over rates. It is expected that the annual portfolio turnover rate for the eq-
uity portion of the Balanced Portfolio will be approximately 65%. The annual
portfolio turnover rate for its fixed income portion will not exceed 150%. The
Portfolios will not normally engage in short-term trading but reserve the
right to do so.

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

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

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

16
<PAGE>

FUTURES CONTRACTS AND OPTIONS

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

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

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

INVESTMENT LIMITATIONS

Each Portfolio will not:

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

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

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

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

17
<PAGE>

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

(f) borrow, except from banks and as a temporary measure for extraordi-
nary or emergency purposes and then, in no event, in excess of 10%
(33 1/3% for the Balanced Portfolio) of the Portfolio's gross assets
valued at the lower of market or cost. A Portfolio may not purchase
additional securities when borrowings exceed 5% of total gross as-
sets; and

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

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

PURCHASE OF SHARES

18
<PAGE>

consult their Service Agent for information regarding these fees and condi-
tions. Amounts paid to Service Agents may include transaction fees and/or
service fees paid by the Fund from the Fund assets attributable to the Service
Agent, and which would not be imposed if shares of the Portfolio were pur-
chased directly from the Fund or the Distributor. The Service Agents may pro-
vide shareholder services to their customers that are not available to a
shareholder dealing directly with the Fund. A salesperson and any other person
entitled to receive compensation for selling or servicing Portfolio shares may
receive different compensation with respect to one particular class of shares
over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it, together with a check
payable to "UAM Funds" to:

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

Payment for purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. Pay-
ment does not need to be converted into Federal Funds (monies credited to the
Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will accept
it for investment. The Fund will not accept third-party checks to purchase
shares of the Portfolio. If you purchase shares by check, please be sure that
your check is made payable to the "UAM Funds."

19
<PAGE>

BY WIRE

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

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
----------------
Your Account Number
----------------
Your Account Name
----------------
Wire Control Number
----------------

(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

ADDITIONAL INVESTMENTS

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

20
<PAGE>

of this Prospectus. Mail orders should include, when possible, the "Invest by
Mail" stub which accompanies any Fund confirmation statement.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received by 12:00 noon (Eastern Time) in the case of the DSI
Money Market Portfolio, and the close of regular trading on the NYSE (gener-
ally 4 p.m. Eastern Time in the case of the other DSI Portfolios will be in-
vested at the share price calculated after the NYSE closes on that day. In-
vestments 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 re-
ject purchase orders when, in the judgment of management, such suspension or
rejection is in the best interests of the Fund. The Portfolios are intended to
be long-term investment vehicles and are not designed to provide investors
with a means of speculation on short-term market movements. A pattern of fre-
quent purchases can be disruptive to efficient portfolio management and, con-
sequently, can be detrimental to a Portfolio's performance and its sharehold-
ers. Accordingly, if the Fund's management determines that an investor is en-
gaged in excessive trading, the Fund, with or without prior notice, may reject
in whole or part any purchase request, with respect to such investor's ac-
count. Such investors also may be barred from purchasing other Portfolios of
the Fund. Purchases of a Portfolio's shares will be made in full and frac-
tional shares of the Portfolio calculated to three decimal places. Certifi-
cates for fractional shares will not be issued. Certificates for whole shares
will not be issued except at the written request of the shareholder.

21
<PAGE>

investor upon receipt from the issuer. Securities acquired through an in-kind
purchase will be acquired for investment and not for immediate resale.

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

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

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

REDEMPTION OF SHARES

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

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

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

. share certificates, if issued;

22
<PAGE>

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened as well as prior to effecting each transaction requested by
telephone. All telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of such
transaction requests. The Fund or Sub-Transfer Agent may be liable for any
losses due to unauthorized or fraudulent telephone instructions if the Fund or
Sub-Transfer Agent do not employ the procedures described above. Neither the
Fund nor the Sub-Transfer Agent will be responsible for any loss, liability,
cost or expense for following instructions received by telephone that it rea-
sonably believes to be genuine.

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

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

23
<PAGE>

. fill out the appropriate section of the Account Application; and

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

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

Stop payment instructions with respect to checks may be given to the UAM
Funds Service Center. If there are insufficient shares in the account to cover
the amount of the redemption by check, the redemption check will be returned
marked "insufficient funds," and the account will be charged a fee of $25.00.
Checks may not be used to close an account.

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

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

24
<PAGE>

check clears, payment of the redemption proceeds may be delayed for a period
of up to fifteen days after their purchase, pending determination that the
check has cleared. Investors should consider purchasing shares using a certi-
fied or bank check or money order if they anticipate an immediate need for re-
demption proceeds. The Fund may suspend the right of redemption or postpone
the date at times when both the NYSE and Custodian Bank are closed, or under
any emergency circumstances as determined by the SEC.

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

SHAREHOLDER SERVICES

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

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have

25
<PAGE>

not been issued to the shareholder and if the registration of the two accounts
will be identical. Requests for exchanges received prior to 12:00 noon (East-
ern Time) for the DSI Money Market Portfolio, and the close of regular trading
on the NYSE (generally 4:00 p.m. Eastern Time) for the other DSI Portfolios
will be processed as of the close of business on the same day. Requests re-
ceived after the close of regular trading of the NYSE will be processed on the
next business day. The Fund may modify or terminate the exchange program at
any time upon 60 days' written notice to shareholders, and may reject any ex-
change request. If the Fund's management determines that an investor is en-
gaged in excessive trading, the Fund, with or without prior notice, may reject
in whole or part any exchange request, with respect to such investor's ac-
count. Such investors also may be barred from exchanging into other Portfolios
of the Fund. For additional information regarding responsibility for the au-
thenticity of telephoned instructions, see "REDEMPTION OF SHARES -- BY TELE-
PHONE." An exchange into another UAM Funds Portfolio is a sale of shares and
may result in a gain or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

To establish an Automatic Investment Plan, a shareholder must complete the
appropriate section of the Account Application. A shareholder may cancel
his/her participation or change the amount of purchase at any time by mailing
written notification to Chase Global Funds Services Company, P.O. Box 2798,
Boston, MA 02208-2798 and notification generally will be effective three busi-
ness days following receipt. The Fund may modify or terminate this privilege
at any time, or may charge a service fee, although no such fee currently is
contemplated.

SYSTEMATIC WITHDRAWAL PLAN

26
<PAGE>

transferred to the shareholder's bank or other similar financial institution
account or a properly designated third party. The bank or financial institu-
tion must be a member of ACH. Redemptions ordinarily are made on the third
business day of the month and payments ordinarily will be transmitted within
five business days after the redemption date. Because the prices of Fund
shares fluctuate, the number of shares redeemed to finance systematic with-
drawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

27
<PAGE>

receive if it sold the instrument. The net asset value per share of the Port-
folio will ordinarily remain at $1.00 and the Portfolio's daily dividends will
vary in amount. There can be no assurance, however, that the Portfolio will
maintain a constant net asset value per share of $1.00.

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

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

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

PERFORMANCE CALCULATIONS

From time to time the Money Market Portfolio may advertise or quote its
"yield" and "effective yield." The "yield" of the Money Market Portfolio re-
fers

28
<PAGE>

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

Performance will be calculated separately for Institutional Class and Serv-
ice Class Shares. Dividends paid by the Portfolio with respect to Institu-
tional Class and Service Class Shares, to the extent any dividends are paid,
will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service and distribution fees relating
to Service Class Shares will be borne exclusively by that class.

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

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

29
<PAGE>

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

FEDERAL TAXES

Each Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt generally 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 ordi-
nary income and net capital gains on a current basis and maintain a portfolio
of investments which satisfies certain diversification criteria.

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

Dividends declared in October, November, or December to shareholders of rec-
ord in such month and paid in January of the following year will be deemed to
have been paid by the Fund and received by the shareholders on December 31.

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

INVESTMENT ADVISER

30
<PAGE>

provides investment management services to corporations, foundations, endow-
ments, pension and profit sharing plans, trusts, estates and other institu-
tions and individuals. As of December 31, 1997 of this Prospectus, the Adviser
had over $3.4 billion in assets under management.

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

ROBERT S. STEPHENSON, CPA, SENIOR PORTFOLIO MANAGER, EQUITY, has 25 years of
experience in the investment business and joined Dewey Square in 1991. He was
most recently at The Putnam Management Company from 1978 to 1990 where he man-
aged the Putnam Option Trust. He graduated from Rochester Institute of Tech-
nology with a BS and earned an MBA from Columbia University. Mr. Stephenson
currently co-manages the Disciplined Value portfolio which he assumed in
April, 1993.

G.A. DAVID GRAY, MANAGING DIRECTOR -- FIXED INCOME INVESTING, has 31 years
of investment experience. Mr. Gray joined Dewey Square in 1994. Previously, he
was Senior Vice President and Director of Fixed Income management at The Bos-
ton Company which he joined in 1986. Prior to his tenure at The Boston Compa-
ny, he was Managing Director of Fixed Income at Greenspan O'Neil Associates in
New York and in charge of fixed income management at Manufacturers Hanover
Trust Company. Mr. Gray is a graduate of Wilfred Laurier University, Waterloo,
Ontario, Canada. He has authored several articles on various aspects of bond
management. Mr. Gray manages the Limited Maturity Bond, Money Market and the
Balanced Portfolios. He has managed the Limited Maturity Bond and the Money
Market Portfolio since 1994. He currently co-manages the Limited Maturity Bond
Portfolio with Mr. Meltzer, the Money Market Portfolio with Mr. Thompson, and
the fixed income portion of the Balanced Portfolio.

FREDERICK C. MELTZER, PH.D. SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined
Dewey Square in 1995. Prior to that he was Managing Director of Fixed

31
<PAGE>

Income at World Asset Management. Previously, he held positions as Senior Man-
ager of Fixed income at PanAgora Asset Management and Senior Fixed Income
Portfolio Manager at The Boston Company. He has also held positions as Direc-
tor of Research for the Farm Credit Banks Funding Corporation, Fixed Income
Strategist at Chase Investors, and a staff economist at the Federal Reserve
Bank of New York. He has 23 years of investment experience. Mr. Meltzer holds
a MA in Economics from John Hopkins University and a Ph.D. in Economics from
the University of Virginia. Mr. Meltzer currently co-manages the Limited Matu-
rity Bond Portfolio with Mr. Gray.

DAVID J. THOMPSON, CFA, PORTFOLIO MANAGER, FIXED INCOME. David joined Dewey
Square in 1997. Prior to joining DSI, David was a member of Lord Abbett &
Company's High Grade Fixed Income Department. In his role as a Fixed Income
Manager there, David was responsible for managing $800 million of assets for a
variety of institutional clients including a 2(a)7 money market mutual fund.
Earlier in his career, David spent three years at Brown Brothers Harriman &
Company as an Assistant Portfolio Manager in the Global Fixed Income Depart-
ment. David has seven years of investment experience. David earned a B.S. de-
gree in finance and economics from Manhattan College. David earned his CFA in
1995. Mr. Thompson currently co-manages the Money Market Portfolio with Mr.
Gray.

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

PETER M. WHITMAN, JR., PRESIDENT & CHIEF INVESTMENT OFFICER, is part of the
team that founded Dewey Square in 1984. He was appointed President in 1988 and
was previously Managing Director of Fixed Income, a position he held for seven
years. Prior to the formation of Dewey Square, he served as Head of Fixed In-
come for the Bank of Boston's Institutional Investment Division. He joined the
Bank of Boston in 1971 as a Credit Analyst and was appointed head of Fixed In-
come Research in 1975. He has 29 years of investment experience. Mr. Whitman
holds a BA from Harvard College and an MBA from the New York University Gradu-
ate School of Business. Mr. Whitman also serves as a Director/Trustee of the
UAM Funds, which are mutual funds managed by various United Asset Management
affiliates. He is a member and former Director of the Boston Security Analysts
Society and a member and former President of the Boston Economics Club.

RICHARD M. KANE, CFA, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team
that founded Dewey Square in 1984. Prior to the formation of Dewey Square, he
was a Portfolio Manager and a Research Analyst for the Bank of Boston's Insti-
tutional Investment Division, which he joined in 1981. He has 17 years of in-
vestment experience. He is a member of the Institute of Chartered Financial
Analysts and the Boston Security Analysts Society. He holds a BS and an MBA in
Finance from the State University of New York at Buffalo.

32
<PAGE>

EVA S. DEWITZ, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team that
founded Dewey Square in 1984. Prior to the formation of Dewey Square, she was
a Portfolio Manager and Research Analyst for the Bank of Boston's Institu-
tional Investment Division, which she joined in 1970. She has 27 years of in-
vestment experience. Ms. Dewitz is a member of the Boston Security Analysts
Society. She holds a BA from Smith College and an MBA from Northeastern Uni-
versity.

LAUREL A. GORMLEY, CFA, PORTFOLIO MANAGER, EQUITY, joined Dewey Square in
1985. In addition to her current responsibilities, she has served as Treasurer
and Compliance Officer for Dewey Square. Previously, she was employed at the
Bank of Boston in the Loan Officer Training Program. She has 12 years of in-
vestment experience. She is a member of the Institute of Chartered Financial
Analysts and the Boston Security Analysts Society. She holds a BS from Boston
College and an MBA from Babson College.

SCOTT D. PITZ, CFA, SENIOR QUANTITATIVE ANALYST & PORTFOLIO MANAGER, EQUITY,
joined Dewey Square in 1985. He is responsible for Dewey Square's quantitative
research. Prior to his current responsibilities, he was in charge of all the
operational/systems functions at Dewey Square. He has 12 years of investment
experience. Mr. Pitz is a member of the Institute of Chartered Financial Ana-
lysts and the Boston Security Analysts Society. He holds a BS from Middlebury
College and an MBA from Northeastern University.

ROBERT P. CLANCY, SENIOR PORTFOLIO MANAGER, FIXED INCOME, joined Dewey
Square in 1994. Prior to that, he was a Vice President at Standish, Ayer &
Wood responsible for the management of institutional bond portfolios, syn-
thetic GIC's and quantitative research. Previously, he worked as a Vice Presi-
dent at First Boston Company working primarily with insurance company and
structured bond portfolios. Prior to that, Mr. Clancy worked for State Street
Bank and John Hancock Mutual Life Insurance Company. He has 18 years of in-
vestment experience and is a Fellow of the Society of Actuaries and a recipi-
ent of the Halmstad Prize for his research paper on options on bonds. Mr.
Clancy holds a BS from Brown University.

WILLIAM M. SLOAN, SENIOR PORTFOLIO MANAGER, EQUITY. Bill joined Dewey Square
Investors in 1995 after the consolidation of HT Investors with Dewey Square.
Bill was President of HT Investors from 1988 through 1995. From 1985 through
1988 he managed the U.S. Equity Portfolio for Sun Life of Canada. Prior to
that he held positions as a Portfolio Manager for HT Investors and Rhode Is-
land Hospital Trust National Bank. He has 28 years of investment experience.
Bill holds a BA from Princeton University.

Under Investment Advisory Agreements with the Fund, dated as of September
27, 1989 and February 22, 1995, the Adviser manages the investment and rein-
vestment of the assets of each Portfolio. The Adviser must adhere to the
stated invest-

33
<PAGE>

ment objectives and policies of the Portfolios, and is subject to the control
and supervision of the Fund's Board of Directors.

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

Disciplined Value Portfolio... 0.75% of the first $500 million.
0.65% in excess of $500 million.
Limited Maturity Bond
Portfolio................... 0.45% of the first $500 million.
0.40% of the next $500 million.
0.35% in excess of $1 billion.

Money Market Portfolio........ 0.40% of the first $500 million.
0.35% in excess of $500 million.

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

Until further notice, the Adviser has voluntarily agreed to waive a portion
of its advisory fees to maintain the advisory fees at 0.18% of the Money Mar-
ket Portfolio's average daily net assets and 0.36%, for the first 12 months of
operations, of the Balanced Portfolio's average daily net assets. The Fund
will not reimburse the Adviser for any advisory fees that are waived on behalf
of the Portfolio for a given fiscal year.

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

34
<PAGE>

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.

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

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

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

35
<PAGE>

Agreement must include a majority of Directors who are neither parties to such
Agreement nor interested persons of any such party. The Agreement provides
that the Fund will bear the costs of the registration of its shares with the
SEC and various states and the printing of its prospectuses, its SAIs and its
reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios in addition to required
Adviser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties Exchange Act of 1934, as amended, and that the Adviser determines in good
faith that the commission is reasonable in terms either of the transaction or
the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase at or about the same time, transactions in such securi-
ties will be allocated among the Portfolio and clients in a manner deemed fair
and reasonable by the Adviser. Although there is no specified formula for al-
locating such transactions, allocations are subject to periodic review by the
Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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

The shares of each Portfolio and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features

36
<PAGE>

and have no pre-emptive rights. They have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of Directors can elect 100% of the Directors if they choose to do so. A share-
holder is entitled to one vote for each full share held (and a fractional vote
for each fractional share held), then standing in his or her name on the books
of the Fund. Both Institutional and Service Class Shares represent interests
in the same assets of a Portfolio. Service Class Shares bear certain expenses
related to shareholder servicing and may bear expenses related to the distri-
bution of such shares. Service Class Shares have exclusive voting rights with
respect to matters relating to such distribution expenditures. The Board of
Directors of the Fund has authorized a third class of shares, Advisor Class
Shares, which is not currently being offered by these Portfolios. For informa-
tion about the Service Class Shares of the Portfolios, contact the UAM Funds
Service Center.

As of December 24, 1997, Bank of Boston & Co., Boston, MA, held of record
61.6% of the outstanding shares of the Disciplined Value Portfolio Institu-
tional Class Shares, 75.4% of the outstanding shares of the Limited Maturity
Bond Portfolio Institutional Class Shares and 59.7% of the outstanding shares
of the Money Market Portfolio Institutional Class Shares for which beneficial
ownership is disclaimed or presumed disclaimed. As of the same date, Wilming-
ton Trust Company held of record 44.7% of the outstanding shares of the Disci-
plined Value Portfolio Institutional Service Class Shares for which beneficial
ownership is disclaimed or presumed disclaimed. The persons or organizations
owning 25% or more of the outstanding shares of a Portfolio may be presumed to
"control" (as that term is defined in the Investment Company Act of 1940) such
Portfolio. As a result, those persons or organizations could have the ability
to vote a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio.

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

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

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

37
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

38
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Domestic Equity Portfolio
McKee International Equity Portfolio

McKee Small Cap Equity Portfolio

McKee U.S. Government 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

SAMI Preferred Stock Income Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

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

39
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

DSI Disciplined Value
Portfolio

Institutional Service
Class Shares

P R O S P E C T U S

January 22, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 6
Investment Limitations..................................................... 10
Purchase of Shares......................................................... 11
Redemption of Shares....................................................... 15
Service and Distribution Plans............................................. 17
Shareholder Services....................................................... 19
Valuation of Shares........................................................ 21
Performance Calculations................................................... 21
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Distributor................................................................ 26
Portfolio Transactions..................................................... 27
General Information........................................................ 27
UAM Funds -- Institutional Service Class Shares............................ 30
</TABLE>

<PAGE>

UAM FUNDS DSI DISCIPLINED VALUE PORTFOLIO

INSTITUTIONAL SERVICE CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

INVESTMENT OBJECTIVE

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as "Port-
folios"), each of which has different investment objectives and policies. The
Portfolio offered by this Prospectus presently offers two separate classes of
shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). Shares of each class represent equal, pro rata inter-
ests in the Portfolio and accrue dividends in the same manner, except that
Service Class Shares bear fees payable by the class (at the rate of .25% per
annum) to financial institutions for services they provide to the owners of
such shares. The securities offered hereby are shares of the Service Class
Shares of the diversified DSI Disciplined Value Portfolio which is managed by
Dewey Square Investors Corporation.

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

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

FUND EXPENSES

The following table illustrates the expenses and fees that a Service Class
shareholder of the DSI Disciplined Value Portfolio will incur. The Fund does
not charge shareholder transaction fees. However, transaction fees may be
charged if you are a customer of a broker-dealer or other financial intermedi-
ary who has established a shareholder servicing relationship with the Fund on
behalf of its customers. Please see "PURCHASE OF SHARES" for further informa-
tion.

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
DSI DISCIPLINED
VALUE PORTFOLIO
SERVICE CLASS
SHARES
---------------
<S> <C>
Investment Advisory Fees..................................... 0.75%
12b-1 Fees (Including Shareholder Servicing Fees)*........... 0.25%
Other Expenses............................................... 0.13%
Administrative Fee.......................................... 0.17%
----
Total Operating Expenses..................................... 1.30%+
====
</TABLE>
- -----------

* Long-term Shareholders may pay more than the economic equivalent of the max-
imum front-end sales charge permitted by the National Association of Securi-
ties Dealers, Inc. (See "SERVICE AND DISTRIBUTION PLANS.")

+ The annualized Total Operating Expenses include the effect of expense
offsets. If expense offsets were excluded, annualized Total Operating
Expenses of the DSI Disciplined Value Portfolio Service Class Shares would
not differ from the figures shown in the table.

This table shows the various fees and expenses that a shareholder in the
Service Class Shares of the DSI Disciplined Value Portfolio would bear di-
rectly or indirectly. See "Service and Distribution Plans" for a more complete
description of the various costs and expenses of the Portfolio. The expenses
and fees set forth above are based on the operations of the DSI Disciplined
Value Portfolio Service Class Shares during the fiscal period ended October
31, 1997.

1
<PAGE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DSI Disciplined Value Portfolio Service
Class Shares.............................. $13 $41 $71 $157
</TABLE>

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

NOTE TO EXPENSE TABLE

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

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

PURCHASE OF SHARES

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

DIVIDENDS AND DISTRIBUTIONS

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

REDEMPTION AND EXCHANGES

Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value per share of the Portfolio next determined after receipt of
the redemption request. The redemption price may be more or less than the pur-
chase price. Shares of the Portfolio may be exchanged for shares of the same
class of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and
"EXCHANGE PRIVILEGES.")

ADMINISTRATIVE SERVICES

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

3
<PAGE>

RISK FACTORS

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

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the respective periods presented for the DSI Disciplined
Value Portfolio's Service Class Shares. This table is part of the Portfolio's
Financial Statements, which are included in the Portfolio's October 31, 1997
Annual Report to Shareholders. The Financial Statements are included in the
Portfolio's SAI. The Portfolio's October 31, 1997 Financial Statements have
been audited by Price Waterhouse LLP. Their unqualified opinion on the Finan-
cial Statements is also included in the Portfolio's SAI. The following infor-
mation should be read in conjunction with the Portfolio's October 31, 1997 An-
nual Report to Shareholders.

DSI DISCIPLINED VALUE PORTFOLIO

<TABLE>
<CAPTION>
MAY 23, 1997**
TO
OCTOBER 31, 1997
----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................... $ 13.10
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................................... 0.07
Net Realized and Unrealized Gain........................... 1.15
-------
Total from Investment Operations......................... 1.22
-------
DISTRIBUTIONS
Net Investment Income...................................... (0.07)
Net Realized Gain.......................................... --
Total Distributions...................................... (0.07)
-------
NET ASSET VALUE, END OF PERIOD............................... $ 14.25
=======
TOTAL RETURN................................................. 9.31%++
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)........................ $13,444
Ratio of Expenses to Average Net Assets...................... 1.30%*
Ratio of Net Investment Income to Average Net Assets......... 0.68%*
Portfolio Turnover Rate...................................... 126%
Average Commission Rate#..................................... $0.0594
Ratio of Expenses to Average Net Assets Including Expense
Offsets.................................................... 1.30%*
</TABLE>
- -----------

* Annualized

** Initial offering of Institutional Service Class Shares.

++ Not annualized

# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The DSI Disciplined Value Portfolio seeks to achieve its objective by in-
vesting primarily in common stocks of mid to large market capitalization com-
panies. The selection process for the Portfolio focuses upon the stocks of
statistically undervalued yet sound companies, that are likely to show improv-
ing fundamentals with identifiable catalysts for change.

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets

6
<PAGE>

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

7
<PAGE>

agreements involves certain risks. For example, a default by the seller of the
agreement may cause the Portfolio to experience a loss or delay in the liqui-
dation of the collateral securing the repurchase agreement. The Portfolio
might also incur disposition costs in liquidating the collateral. While the
Fund's management acknowledges these risks, it is expected that they can be
controlled through stringent security selection criteria and careful monitor-
ing procedures. The Fund has received permission from the SEC to pool daily
uninvested cash balances of the Fund's Portfolios in order to invest in repur-
chase agreements on a joint basis. By entering into joint repurchase agree-
ments, a Portfolio may incur lower transaction costs and earn higher rates of
interest on joint repurchase agreements. Each Portfolio's contribution would
determine its return from a joint repurchase agreement. (See "SHORT-TERM IN-
VESTMENTS.")

LENDING OF SECURITIES

The Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. The Portfolio will not loan securities
to the extent that greater than one-third of its total assets at fair market
value would be committed to loans. During the term of a loan, the Portfolio is
subject 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
by the Adviser 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 Portfolio will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on loan, the loan must be called and the securities
voted.

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

8
<PAGE>

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.

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

PORTFOLIO TURNOVER

The Portfolio will not normally engage in short-term trading but reserves
the right to do so. In addition to portfolio trading costs, higher rates of
portfolio turnover (100% or more) may result in realization of capital gains
(See "Dividends, Capital Gains, Distribution and Taxes" for more information
on taxation.) The table set forth in "Financial Highlights" presents the Port-
folio's historical portfolio turnover rates.

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

9
<PAGE>

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

FUTURES CONTRACTS AND OPTIONS

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

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

INVESTMENT LIMITATIONS

The Portfolio will not:

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

10
<PAGE>

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

(e) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 10% of the Portfolio's total assets), and
(ii) by lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not incon-
sistent with the 1940 Act or the rules and regulations or interpreta-
tions of the Commission thereunder;

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

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

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

PURCHASE OF SHARES

Shares may be purchased through UAM Fund Distributors, Inc. (the "Distribu-
tor") without a sales commission, at the net asset value per share next deter-
mined after an order is received by the Fund or the designated Service Agent.
(See "SERVICE AND DISTRIBUTION PLANS" and "VALUATION OF SHARES.") The minimum
initial investment required is $2,500. Certain exceptions may be permitted by
the officers of the Fund. The Portfolio issues two classes of shares: Institu-
tional Class and Service Class. The two classes of shares each represent in-
terests in the same portfolio of investments, have the same rights and are
identical in all respects, except that the Service Class Shares offered by
this Prospectus bear shareholder servicing expenses, may in the future bear
distribution

11
<PAGE>

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 Serv-
ice 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 undis-
tributed net income.

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

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription 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

12
<PAGE>

BY WIRE

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

The Chase Manhattan Bank
ABA #02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name___________________________
Your Account Number___________________________
Your Account Name____________________________
Wire Control Number___________________________

(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

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

13
<PAGE>

made payable to "UAM Funds" to the above address or by wiring money to the
Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name and the Portfolio
to be purchased are identified on the check or wire. Prior to wiring addi-
tional investments, notify the UAM Funds Service Center by calling the number
on the cover of this Prospectus. Mail orders should include, when possible,
the "Invest by Mail" stub which accompanies any Fund confirmation statement.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) will be invested at the share price calculated after the
NYSE closes on that day. Investments received after the close of the NYSE will
be executed at the price computed on the next day the NYSE is open. The Fund
reserves the right, in its sole discretion, to suspend the offering of shares
of the Portfolio or to reject purchase orders when, in the judgment of manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund. Purchases of the Portfolio's shares
will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.

IN-KIND PURCHASES
If accepted by the Fund, shares of the Portfolio may be purchased in ex-
change for securities which are eligible for acquisition by the Portfolio, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the next
determination of net asset value after acceptance. Shares issued by the Port-
folio in exchange for securities will be issued at net asset value determined
as of the same time. All

14
<PAGE>

dividends, interest, subscription, or other rights pertaining to such securi-
ties shall become the property of the Portfolio and must be delivered to the
Fund by the investor upon receipt from the issuer. Securities acquired through
an in-kind purchase will be acquired for investment and not for immediate re-
sale.

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

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

REDEMPTION OF SHARES

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

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

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

. share certificates, if issued;

15
<PAGE>

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

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.

16
<PAGE>

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

SERVICE AND DISTRIBUTION PLANS

17
<PAGE>

whom the Service Agent performs personal services and/or shareholder account
maintenance. These fees are paid out of the assets allocable to Service Class
Shares to the Distributor, to the Service Agent directly or through the Dis-
tributor. The Fund reimburses the Distributor or a Service Agent, as the case
may be, for payments made at an annual rate of up to .25 of 1% of the average
daily value of such Service Class Shares. Each item for which a payment may be
made under the Service Plan constitutes personal service and/or shareholder
account maintenance and may constitute an expense of distributing Fund Service
Class Shares as the Commission construes such term under Rule 12b-1. The fees
payable for servicing reflect actual expenses incurred up to the limit de-
scribed herein.

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

The Distribution and Service Plans (the "Plans") provide generally that a
Portfolio may incur distribution and service costs under the Plans which may
not exceed 0.75% per annum of that Portfolio's net assets. The Board has cur-
rently limited payments under the Plans to 0.50% per annum of a Portfolio's
net assets. The Service Class Shares offered by this Prospectus currently are
not making any payments under the Distribution Plan. Upon implementation, the
Distribution Plan would permit payments to the Distributor, broker-dealers,
other financial institutions, sales representatives or other third parties who
render promotional and distribution services, for items such as sales compen-
sation and marketing and overhead expenses.

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act.

Although the Plans may be amended by the Board of Directors, any change in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the Class involved. The
Plans may be terminated by the Board of Directors or Service Class sharehold-
ers. The amounts and purposes of expenditures under the Plans are reported to
the Board of Directors quarterly. The amounts allowable under the Plans for
each Class of Shares of the Portfolios are limited by the terms of such Plan
and 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, the parent company of UAMFSI and of the Adviser,
the Adviser, or any of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the Fund, a Portfolio
or any Class

18
<PAGE>

of Shares of a Portfolio. The person making such payments may do so out of its
revenues, its profits or any other source available to it. Such services ar-
rangements, when in effect, are made generally available to all qualified
service providers. The Adviser may compensate its affiliated companies for re-
ferring investors to the Portfolios.

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

SHAREHOLDER SERVICES

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

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to 12:00
noon (Eastern Time) for the DSI Money Market Portfolio, and prior to the close
of regular trading on the NYSE (generally 4:00 p.m. Eastern Time) for the
other DSI Portfolios will be processed as of the close of business on the same
day. Requests received after the close of regular trading on the NYSE will be
processed on the next business day. The Fund may modify or terminate the ex-
change program at any time upon 60 days' written notice to shareholders, and
may reject any exchange request. If the Fund's management determines that an
investor is engaged in excessive trading, the Fund, with or without prior no-
tice, may reject in whole or part any exchange request, with respect to such
investor's account. Such invest -

19
<PAGE>

ors also may be barred from exchanging into other Portfolios of the Fund. For
additional information regarding responsibility for the authenticity of tele-
phoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE." An exchange
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 anytime.

AUTOMATIC INVESTMENT PLAN

SYSTEMATIC WITHDRAWAL PLAN

20
<PAGE>

Portfolio, the shareholder must designate the Portfolio from which the redemp-
tions under a Systematic Withdrawal Plan should be made. A Systematic With-
drawal Plan may be terminated or suspended at any time by the Fund. A share-
holder may elect at any time, in writing, to terminate participation in the
Systematic Withdrawal Plan. Such written election must be sent to and received
by the Fund before a termination becomes effective. There is currently no
charge to the shareholder for a systematic Withdrawal Plan.

VALUATION OF SHARES

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are
not intended to indicate future performance. Yield and total return are calcu-
lated separately for each class of a Portfolio.

21
<PAGE>

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

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

22
<PAGE>

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

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

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

INVESTMENT ADVISER

Dewey Square Investors Corporation, a Delaware corporation formed in 1989 as
the successor to the business of the Dewey Square Investors Division of the
First National Bank of Boston (which division was established in 1984), is lo-
cated at One Financial Center, Boston, MA 02111. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation ("UAM"), a holding company,
and provides investment management services to corporations, foundations, en-
dowments, pension and profit sharing plans, trusts, estates and other institu-
tions and individuals. As of December 31, 1997, the Adviser had over $3.4 bil-
lion in assets under management.

23
<PAGE>

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

RONALD L. MCCULLOUGH, CFA, MANAGING DIRECTOR -- EQUITY INVESTING, is the se-
nior equity strategist and is responsible for all equity investments. He has
28 years of investment experience. Prior to joining Dewey Square, Mr.
McCullough was Senior Portfolio Manager and a member of the Trust Investment
Committee at Bank of Boston's Institutional Investment Division. He has a BA
from Harvard College and is a member of the Boston Security Analysts Society
and the Institute of Chartered Financial Analysts (CFA). Mr. McCullough man-
aged the Portfolio since its inception and currently co-manages it with Mr.
Stephenson. In addition, Mr. McCullough co-manages the equity portion of the
DSI Balanced Portfolio with Ms. Dewitz.

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

RICHARD M. KANE, CFA, SENIOR PORTFOLIO MANAGER, EQUITY, is part of the team
that founded Dewey Square in 1984. Prior to the formation of Dewey Square, he
was a Portfolio Manager and a Research Analyst for the Bank of Boston's Insti-
tutional Investment Division, which he joined in 1981. He has 17 years of in-
vestment experience. Richard is a member of the Institute of Chartered Finan-
cial Analysts and the Boston Security Analysts Society. He holds a BS and an
MBA in Finance from the State University of New York at Buffalo.

LAUREL A. GORMLEY, CFA, PORTFOLIO MANAGER, EQUITY, joined Dewey Square in
1985. In addition to her current responsibilities, she has served as Treasurer
and Compliance Officer for Dewey Square. Previously she was employed at the
Bank of Boston in the Loan Officer Training Program. She has 12 years of in-
vestment experience. Ms. Gormley is a member of the Institute of Chartered

24
<PAGE>

Financial Analysts and the Boston Security Analyst Society. She holds a BS
from Boston College and an MBA from Babson College.

Under an Investment Advisory Agreement (the "Advisory Agreement") with the
Fund, dated as of September 27, 1989, the Adviser, manages the investment and
reinvestment of the assets of the Fund. The Adviser must adhere to the stated
investment objectives and policies of the Portfolios, and is subject to the
control and supervision of the Fund's Board of Directors.

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

<TABLE>
<S> <C>
DSI Disciplined Value Portfolio............................... .75% of the first
$500 million.
.65% in excess of
$500 million.
</TABLE>

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under

25
<PAGE>

which Smith Barney provides certain defined contribution plan marketing and
other shareholder services and receives from such entities .15 of 1% of the
daily net asset value of Institutional Service Class Shares held by Smith
Barney's eligible customer accounts in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by the Administrator.

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 following Portfolio-specific fee is calculated from the ag-
gregate net assets of the Portfolio:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Disciplined Value Portfolio............................................ 0.06%
</TABLE>

CFGSC'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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM with its prin-
cipal office at 211 Congress Street, Boston, MA 02110, distributes the shares
of the Fund. Under the Distribution Agreement (the "Agreement"), the Distribu
-

26
<PAGE>

tor, as agent for the Fund, agrees to use its best efforts as sole distributor
of the Fund's shares. The Distributor does not receive any fee or other com-
pensation under the Agreement (except as described under "SERVICE AND DISTRI-
BUTION PLANS" above). The Agreement continues in effect so long as such con-
tinuance is approved at least annually by the Fund's Board of Directors. Those
approving the Agreement must include a majority of Directors who are neither
parties to such Agreement, nor interested persons of any such party. The
Agreement provides that the Fund will bear the costs of the registration of
its shares with the Commission and various states and the printing of its pro-
spectuses, SAIs and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio. The Agreements direct the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolios. If consistent with the interests of the Portfolios, the Ad-
viser may select brokers on the basis of research, statistical and pricing
services these brokers provide to the Portfolio in addition to required Ad-
viser services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in 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 Portfolio and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of the Portfolio and one or more other clients served by the Adviser is
considering the purchase at or about the same time, transactions in such secu-
rities will be allocated among the Portfolio and clients in a manner deemed
fair and reasonable by the Adviser. Although there is no specified formula for
allocating such transactions, allocations are subject to periodic review by
the Fund's Directors.

GENERAL INFORMATION

27
<PAGE>

series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders. At its discretion, the
Board of Directors may create additional Portfolios and classes of the Fund.

The shares of each Portfolio and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and have no pre-emptive rights. They have non-cumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the Directors if they choose to do
so. A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held), then standing in his or her
name on the books of the Fund. Both Institutional and Service Class Shares
represent interests in the same assets of the Portfolio. Service Class Shares
bear certain expenses related to shareholder servicing and may bear expenses
related to the distribution of such shares. Service Class Shares have exclu-
sive voting rights with respect to matters relating to such distribution ex-
penditures. The Board of Directors of the Fund has authorized a third class of
shares, Advisor Class Shares, which is not currently being offered by this
Portfolio. For information about the Institutional Class Shares of the Portfo-
lios, contact the UAM Funds Service Center.

As of December 24, 1997, Bank of Boston & Co., Boston, MA, held of record
61.6% of the outstanding shares of the Disciplined Value Portfolio Institu-
tional Class Shares, 75.4% of the outstanding shares of the Limited Maturity
Bond Portfolio Institutional Class Shares and 59.7% of the outstanding shares
of the Money Market Portfolio Institutional Class Shares for which beneficial
ownership is disclaimed or presumed disclaimed. As of the same date, Wilming-
ton Trust Company, held of record 44.7% of the outstanding shares of the Dis-
ciplined Value Portfolio Institutional Service Class Shares for which benefi-
cial ownership is disclaimed or presumed disclaimed. The persons or organiza-
tions owning 25% or more of the outstanding shares of a Portfolio may be pre-
sumed 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.

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.

28
<PAGE>

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

29
<PAGE>

UAM FUNDS -- INSTITUTIONAL SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
DSI Disciplined Value Portfolio

FMA Small Company Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio

NWQ Balanced Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio

NWQ Value Equity Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

30
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

FMA Small Company Portfolio

Institutional
Class Shares

January 22, 1998
P R O S P E C T U S
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Fund Expenses............................................................... 1
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Financial Highlights........................................................ 5
Investment Objective........................................................ 6
Investment Policies......................................................... 6
Other Investment Policies................................................... 6
Investment Limitations...................................................... 10
Purchase of Shares.......................................................... 11
Redemption of Shares........................................................ 15
Shareholder Services........................................................ 17
Valuation of Shares......................................................... 19
Performance Calculations.................................................... 19
Dividends, Capital Gains Distributions and Taxes............................ 20
Investment Adviser.......................................................... 21
Administrative Services..................................................... 23
Distributor................................................................. 24
Portfolio Transactions...................................................... 24
General Information......................................................... 25
UAM Funds -- Institutional Class Shares..................................... 27
</TABLE>
<PAGE>

UAM FUNDS FMA SMALL COMPANY PORTFOLIO

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios"), each of which has different investment objectives and
policies. The FMA Small Company Portfolio currently offers two separate clas-
ses of shares: Institutional Class Shares and Institutional Service Class
Shares ("Service Class Shares"). Shares of each class represent equal, pro
rata interests in a Portfolio and accrue dividends in the same manner except
that Service Class Shares bear fees payable by the class to financial institu-
tions for services they provide to the owners of such shares. The securities
offered in this Prospectus are Institutional Class Shares of one diversified,
no-load Portfolio of the Fund managed by Fiduciary Management Associates, Inc.

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

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

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998, and has
been incorporated by reference into this Prospectus. For a free copy of the
SAI contact the UAM Funds Service Center at 1-800-638-7983.

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

FUND EXPENSES

The following table illustrates the expenses and fees that a shareholder of
the Portfolio will incur. The Fund does not charge shareholder transaction
fees. However, transaction fees may be charged if a broker-dealer or other fi-
nancial intermediary deals with the Fund on your behalf. (See "PURCHASE OF
SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Sales Load Imposed on Purchases......................................... NONE
Sales Load Imposed on Reinvested Dividends.............................. NONE
Deferred Sales Load..................................................... NONE
Redemption Fees......................................................... NONE
Exchange Fee............................................................ NONE
</TABLE>

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

<TABLE>
<S> <C>
Investment Advisory Fees (After Fee Waiver)........................... 0.46%
12b-1 Fees............................................................ NONE
Other Expenses........................................................ 0.27%
Administrative Fees................................................. 0.30%
----
Total Operating Expenses (After Fee Waiver)........................... 1.03%*
====
</TABLE>
- -----------

* Absent the Adviser's fee waiver, Investment Advisory Fees would be 0.75% and
Total Operating Expenses of the Institutional Class Shares of the Portfolio
for the fiscal year ended October 31, 1997 would have been 1.32%. The Total
Operating Expenses includes the effect of expense offsets. If expense off-
sets were excluded, the Total Operating Expenses would not have differed
from the figures shown in the table.

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

The expenses and fees listed above are based on the Portfolio's operations
during the fiscal year ended October 31, 1997. The Adviser has voluntarily
agreed to waive a portion of its advisory fees to maintain the Portfolio's to-
tal annual operating expenses from exceeding 1.03% of its average daily net
assets. The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of the Port-
folio for a given fiscal year.

1
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FMA Small Company Portfolio.................. $11 $33 $57 $126
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Fiduciary Management Associates, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1980, serves as investment adviser to the Fund's FMA
Small Company Portfolio (the "Portfolio"). The Adviser presently manages over
$1.5 billion in assets for institutional clients and high net worth individu-
als. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES
Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $25,000. The minimum for subsequent investments
is $1,000. Certain exceptions to the initial or minimum investment amounts may
be made by the officers of the Fund (See "PURCHASE OF SHARES.")

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

REDEMPTION AND EXCHANGE

Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of each Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

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

3
<PAGE>

RISK FACTORS

The value of the Portfolio's shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors in the Fund should consider the following: (1) Common stocks of com-
panies which have small market capitalization may exhibit greater market vola-
tility than common stock of companies which have larger market capitalization;
(2) The Portfolio may invest in foreign securities which may involve greater
risks than investments in domestic securities, such as foreign currency risks
(See "FOREIGN INVESTMENTS"); and (3) The Portfolio may use various investment
practices that involve special consideration, including investing in repur-
chase agreements, when-issued, forward delivery and delayed settlement securi-
ties and lending of securities, each of which involves special risks. (See
"OTHER INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table shows selected per share information for a share out-
standing throughout the periods presented for the Portfolio's Institutional
Class. It is part of the Portfolio's Financial Statements, which are included
in the Portfolio's 1997 Annual Report to Shareholders. The Financial State-
ments are included in the Portfolio's SAI. The Portfolio's Financial State-
ments have been audited by Price Waterhouse LLP. Their unqualified opinion is
also included in the SAI. The following information should be read in conjunc-
tion with the Portfolio's 1997 Annual Report to Shareholders.
<TABLE>
<CAPTION>
JULY 31,
YEARS ENDED OCTOBER 31, 1991** TO
---------------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 14.11 $ 13.19 $ 12.13 $ 14.24 $ 10.36 $ 10.54 $10.00
------- ------- ------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss)+............... 0.06 0.09 0.08 0.01 0.02 (0.01) 0.04
Net Realized &
Unrealized Gain (Loss)
on Investments........ 4.97 2.46 1.47 0.50 3.88 (0.14) 0.53
------- ------- ------- ------- ------- ------- ------
Total from Investment
Operations............ 5.03 2.55 1.55 0.51 3.90 (0.15) 0.57
------- ------- ------- ------- ------- ------- ------
DISTRIBUTIONS
Net Investment Income.. (0.13) (0.09) (0.08) -- (0.02) (0.01) (0.03)
Net Realized Gain...... (2.41) (1.60) (0.41) (2.62) -- (0.01) --
Return of Capital...... -- -- -- -- -- (0.01) --
------- ------- ------- ------- ------- ------- ------
Total Distributions.... (2.54) (1.69) (0.49) (2.62) (0.02) (0.03) (0.03)
------- ------- ------- ------- ------- ------- ------
CAPITAL CONTRIBUTION.... -- 0.06 -- -- -- -- --
NET ASSET VALUE, END OF
PERIOD................. $ 16.60 $ 14.11 $ 13.19 $ 12.13 $ 14.24 $ 10.36 $10.54
======= ======= ======= ======= ======= ======= ======
TOTAL RETURN+........... 42.33% 22.51% 13.57% 4.54% 37.65% (1.48)% 5.71%
======= ======= ======= ======= ======= ======= ======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of
Period (Thousands)..... $45,060 $20,953 $20,847 $19,561 $18,569 $18,071 $9,834
Ratio of Expenses to
Average Net Assets..... 1.03% 1.03% 1.03% 1.03% 1.03% 1.03% 1.03%*
Ratio of Net Investment
Income (Loss) to
Average Net Assets..... 0.50% 0.75% 0.66% 0.06% 0.14% (0.07%) 2.14%*
Portfolio Turnover
Rate................... 86% 106% 170% 121% 163% 134% 7%
Average Commission Rate
#...................... $0.0583 $0.0600 N/A N/A N/A N/A N/A
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $ 0.04 $ 0.06 $ 0.04 $ 0.03 $ 0.03 $ 0.003 $ 0.04
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 1.03% 1.03% 1.03% N/A N/A N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations
+ Total return would have been lower if certain fees and expenses had not
been waived or assumed by the Adviser.
# For fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose the average commission rate per share it paid for
Portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

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

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

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

. meet initial targets of revenue or stock market value growth

. decline an absolute 15% in stock market value

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

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

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets

6
<PAGE>

in domestic and foreign money market instruments including certificates of de-
posit, bankers' acceptances, time deposits, U.S. Government obligations, U.S.
Government agency securities, short-term corporate debt securities, and com-
mercial paper rated A-1 or A-2 by Standard & Poor's Ratings Services 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 the
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. The
Portfolio will not invest in any debt security issued by a commercial bank un-
less (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign
branches of U.S. banks, the security is, in the opinion of the Adviser, of an
investment quality comparable with other debt securities which may be pur-
chased by the Portfolio.

7
<PAGE>

The use of repurchase agreements involves certain risks. For example, a de-
fault by the seller under an agreement may cause the Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures.

The Fund has been granted permission by the SEC to pool daily uninvested
cash balances of the Fund's Portfolios in order to invest in repurchase agree-
ments on a joint basis. By entering into joint repurchase agreements, a Port-
folio may incur lower transactions costs and earn higher rates of interest on
such repurchase agreements. Each Portfolio's contribution will determine its
return from a joint repurchase agreement. (See "SHORT-TERM INVESTMENTS")

LENDING OF SECURITIES

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

8
<PAGE>

than the purchase price. The Portfolio will maintain a separate account of
cash or liquid securities at least equal to the value of purchase commitments
until payment is made. Such segregated securities will either mature or, if
necessary, be sold on or before the settlement date. Typically, no income ac-
crues on securities purchased on a delayed delivery basis prior to the time
delivery is made although the Portfolio may earn income on securities it has
deposited in a segregated account.

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

PORTFOLIO TURNOVER
The Portfolio will not normally engage in short-term trading but reserves
the right to do so. In addition to portfolio trading costs, higher rates of
portfolio turnover may result in realization of capital gains. (See "DIVI-
DENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.)
The table set forth in "Financial Highlights" presents the Portfolio's histor-
ical portfolio turnover rates.

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

FOREIGN INVESTMENTS
The Portfolio may invest up to 10% of its assets in the equity securities of
foreign issuers of developed countries. As foreign companies are not generally
subject to uniform accounting, auditing and financial reporting standards and
practices comparable to those applicable to U.S. companies, comparable infor-
mation

9
<PAGE>

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

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

INVESTMENT LIMITATIONS

The Portfolio will not:

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

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

10
<PAGE>

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

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

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Funds Distributor, Inc. (the
"Distributor"), without a sales commission, at the net asset value per share
next determined after an order is received by the Fund and payment is received
by the Fund or its designated Service Agent. (See "VALUATION OF SHARES.") The
minimum initial investment required is $25,000. Certain exceptions may be per-
mitted by the officers of the Fund.

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

11
<PAGE>

Portfolio's pricing on the following business day. If payment is not received
by the Fund's Sub-Transfer Agent, Chase Global Funds Services Company by such
time, the Service Agent could be held liable for resulting fees or losses. The
Portfolio may be deemed to have received a purchase or redemption order when a
Service Agent, or, if applicable, its authorized designee, accepts the order.
Orders received by the Fund in proper form will be priced at the Portfolio's
net asset value next computed after they are accepted by the Service Agent or
its authorized designee. Service Agents are responsible to their customers and
the Fund for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it, together with a check
payable to "UAM Funds" to:

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

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment need not be converted into Federal Funds (monies credited
to the Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will
accept it for investment. The Fund will not accept third-party checks to pur-
chase shares of the Portfolio. If you purchase shares by check, please be sure
that your check is made payable to the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and wire control number will then be
provided to you in addition to wiring instructions. 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

12
<PAGE>

Ref: Portfolio Name_____________
Your Account Number_____________
Your Account Name______________
Wire Control Number_____________

(assigned by the UAM Funds Service Center)

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

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received prior to the close of regular trading on the NYSE (gen-
erally 4 p.m. Eastern Time) will be invested at the price calculated after the
NYSE closes on that day. Investments received after the close of the NYSE will
be executed at the price computed on the next day the NYSE is open.

13
<PAGE>

The Portfolio is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund.

Purchases of shares will be made in full and fractional shares of the Port-
folio calculated to three decimal places. Certificates for fractional shares
will not be issued. Certificates for whole shares will not be issued except at
the written request of the shareholder.

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

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

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

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

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

14
<PAGE>

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

REDEMPTION OF SHARES

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

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

. share certificates, if issued;

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

. any other necessary legal documentation, if required, in the case
of estates, trusts, guardianships, custodianships, corporations,
pension and profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

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

15
<PAGE>

liable for any losses if they fail to do so. These procedures include requir-
ing the investor to provide certain personal identification at the time an ac-
count is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly

16
<PAGE>

in cash, the Fund may pay redemption proceeds in whole or in part by a distri-
bution in-kind of liquid securities held by the Portfolio in lieu of cash in
conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemp-
tions.

The Portfolios reserve the right to liquidate any account that is below
fifty percent of the required minimum initial investment amount for a Portfo-
lio as set forth in the Prospectus, where the reduction in value has occurred
due to a redemption or exchange out of the account. If at any time your total
investment does not have a value of at least fifty percent of the required
minimum initial investment amount, you may be notified that the value of your
account is below the Portfolio's minimum account balance requirement. You
would then be allowed 60 days to make an additional investment before the ac-
count is liquidated. Retirement accounts and certain other accounts will not
be subject to automatic liquidation. Reductions in value that result solely
from market activity will not trigger an involuntary redemption.

SHAREHOLDER SERVICES

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

Any exchange will be based on the net asset values of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives and policies of the Portfolio to be
purchased. Call the UAM Funds Service Center for a free 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 the shareholder's state of res-
idence.

17
<PAGE>

account. Such investors also may be barred from exchanging into other Portfo-
lios of the Fund. For additional information regarding responsibility for the
authenticity of telephoned instructions, see "REDEMPTION OF SHARES -- BY TELE-
PHONE" above.

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

AUTOMATIC INVESTMENT PLAN

SYSTEMATIC WITHDRAWAL PLAN

18
<PAGE>

of shares redeemed to finance systematic withdrawal payments of a given amount
will vary from payment to payment. If a shareholder owns shares in more than
one Portfolio, the shareholder must designate the Portfolio from which the re-
demptions under a Systematic Withdrawal Plan should be made. A Systematic
Withdrawal Plan may be terminated or suspended at any time by the Fund. A
shareholder may elect at any time, in writing, to terminate participation in
the Systematic Withdrawal Plan. Such written election must be sent to and re-
ceived by the Fund before a termination becomes effective. There is currently
no charge to the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

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

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

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 Portfolio measures performance by calculating total return. Both yield
and total return figures are based on historical earnings and are not intended
to indicate future performance. Yield and total return are calculated sepa-
rately for each class of a Portfolio.

19
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

FEDERAL TAXES

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

20
<PAGE>

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

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

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

INVESTMENT ADVISER

Fiduciary Management Associates, Inc. is an Illinois corporation formed in
1980 and is located at 55 West Monroe Street, Suite #2550, Chicago, Illinois
60603. The Adviser is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM"), a holding company, and provides investment management
services to corporations, foundations, endowments, pension and profit sharing
plans, trusts, estates and other institutions as well as individuals. As of
November 30, 1997, the Adviser had over $1.5 billion in assets under manage-
ment.

The investment professional of the Adviser primarily responsible for the
day-to-day management of the Portfolio and a description of her business expe-
rience is as follows:

21
<PAGE>

PATRICIA A. FALKOWSKI
PRESIDENT AND CHIEF INVESTMENT OFFICER

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

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

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

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

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

In cases where a shareholder of the Portfolio has an investment counseling
relationship with the Adviser, the Adviser may, at its discretion, reduce the
investment counseling fees paid by the client directly to the Adviser. This
procedure will be utilized with clients having contractual relationships based
on total assets managed by Fiduciary Management Associates, Inc. to avoid sit-
uations where excess advisory fees might be paid to the Adviser. In no event
will a client pay higher total advisory fees as a result of the client's in-
vestment in the Portfolio. The Adviser is currently waiving its advisory fees
to keep the Portfolio's Institutional Class total annual operating expenses
from exceeding 1.03% of its average daily net assets. The Fund will not reim-
burse the Adviser for any advisory fees which are waived or Portfolio expenses
which the Adviser may bear on behalf of the Portfolio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their affili-
ates, may,

22
<PAGE>

at its own expense, compensate a Service Agent or other person for marketing,
shareholder servicing, record-keeping and/or other services performed with re-
spect to the Fund, a Portfolio or any Class of Shares of a Portfolio. Payments
made for any of these purposes may be made from the paying entity's revenues,
its profits or any other source available to it. When in effect, such services
arrangements 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.

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 fee is the following percentage of ag-
gregate net assets:

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

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among each of the Portfolios on the basis of its relative
assets 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 an-
nual fee increases by $20,000.

23
<PAGE>

DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio. The Agreement directs the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolio. The Adviser may, however, consistent with the interests of the
Portfolio, select brokers on the basis of the research, statistical and pric-
ing services they or their affiliates provide to the Portfolio in addition to
required broker services. Such brokers may be paid a higher commission than
that which another qualified broker would have charged for effecting the same
transaction, provided that such commissions are paid in compliance with the
Securities Exchange Act of 1934, as amended, and that the Adviser determines
in good faith that the commission is reasonable in terms either of the trans-
action or the overall responsibility of the Adviser to the Portfolio and the
Adviser's other clients.

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

If a purchase or sale of securities consistent with the investment policies
of the Portfolio and one or more other clients served by the Adviser is con-
sidered at or about the same time, transactions in such securities will be al-
located among the Portfolio and clients in a manner deemed fair and reasonable
by the Adviser. Although there is no specified formula for allocating such
transactions, allocations are subject to periodic review by the Fund's Direc-
tors.

24
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series or classes
of shares of common stock and to classify or reclassify any unissued shares
without further action by shareholders. At its discretion, the Board of Direc-
tors may create additional Portfolios and classes of shares of the Fund.

The shares of each Portfolio are fully paid and nonassessable, have no pref-
erence as to conversion, exchange, dividends, retirement or other features and
have no pre-emptive rights. They have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of Directors can elect 100% of the Directors. A shareholder is entitled to one
vote for each full share held (and a fractional vote for each fractional share
held), then standing in his name on the books of the Fund. Both Institutional
Class and Institutional Service Class Shares represent interests 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. The Board of Directors of the Fund has autho-
rized a third class of shares, Advisor Class Shares, which is not currently
being offered by this Portfolio. Information about the Service Class Shares of
the Portfolios is available upon request by contacting the UAM Funds Service
Center.

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

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP 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.

25
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the telephone number or address listed on the cover of this Prospectus.

26
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sirach Bond Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

27
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

FMA Small Company Portfolio

Institutional Service
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 7
Investment Limitations..................................................... 10
Purchase of Shares......................................................... 11
Redemption of Shares....................................................... 15
Service and Distribution Plans............................................. 17
Shareholder Services....................................................... 19
Valuation of Shares........................................................ 20
Performance Calculations................................................... 21
Dividends, Capital Gains Distributions and Taxes........................... 22
Investment Adviser......................................................... 23
Administrative Services.................................................... 24
Distributor................................................................ 25
Portfolio Transactions..................................................... 25
General Information........................................................ 26
UAM Funds -- Service Class Shares......................................... 28
</TABLE>
<PAGE>

FMA SMALL COMPANY PORTFOLIO
UAM FUNDS

INSTITUTIONAL SERVICE CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

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 "Port-
folios"), each of which has different investment objectives and policies. The
Portfolio offered by this Prospectus presently offers two separate classes of
shares: Institutional Class Shares and Institutional Service Class Shares
("Service Class Shares"). Shares of each class represent equal, pro rata inter-
ests in the Portfolio and accrue dividends in the same manner, except that
Service Class Shares bear fees payable by that class (at a rate of 0.40% per
annum) to financial institutions for services they provide to owners of such
shares. The securities offered hereby are Service Class Shares of one diversi-
fied, no-load Portfolio of the Fund managed by Fiduciary Management Associates,
Inc.

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

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

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998, and has been
incorporated by reference into this Prospectus. For a free copy of the SAI,
contact the UAM Funds Service Center at 1-800-638-7983.

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

FUND EXPENSES

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
FMA
SMALL
COMPANY
PORTFOLIO
SERVICE
CLASS
SHARES
---------
<S> <C>
Investment Advisory Fees (After Fee Waiver)....................... 0.46 %
12b-1 Fees (Including Shareholder Servicing Fees)*................ 0.40 %
Other Expenses.................................................... 0.27 %
Administrative Fees.............................................. 0.30 %
----
Total Operating Expenses (After Fee Waiver)....................... 1.43 %+
====
</TABLE>
- -----------

+ Absent the Adviser's fee waiver, Investment Advisory fees would be 0.75% and
Total Operating Expenses of the Service Class Shares would be 1.72%. The To-
tal Operating Expenses includes the effect of expense offsets. If expense
offsets were excluded, Total Operating Expenses would not have differed from
the figures shown in the table.

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

1
<PAGE>

This table shows the various fees and expenses that a shareholder in the FMA
Small Company Portfolio's Service Class Shares would bear directly or indi-
rectly. See "Service and Distribution Plans" for a more complete description
of various costs and expenses of the Portfolio.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise pay-
able by the Portfolio, if necessary, in order to keep the Portfolio's Service
Class Shares total annual operating expenses from exceeding 1.43% of average
daily net assets. The Fund will not reimburse the Adviser for any advisory
fees that are waived or Portfolio expenses that the Adviser may bear on behalf
of the Portfolio.

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FMA Small Company Portfolio Service Class
Shares.................................. $15 $45 $78 $171
</TABLE>

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

NOTE TO EXPENSE TABLE

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

REDEMPTION AND EXCHANGE

Shares of the Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of each Portfolio may be exchanged for shares of the same class
of any other portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

ADMINISTRATIVE SERVICES

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

3
<PAGE>

RISK FACTORS

The value of the Portfolio's shares can be expected to fluctuate in response
to changes in market and economic conditions, as well as the financial condi-
tions and prospects of the issuers in which the Portfolio invests. Prospective
investors in the Fund should consider the following: (1) Common stocks of com-
panies which have small market capitalization may exhibit greater market vola-
tility than common stock of companies which have larger market capitalization;
(2) The Portfolio may invest in foreign securities which may involve greater
risks than investments in domestic securities, such as foreign currency risks
(See "Foreign Investments"); and (3) In addition, the Portfolio may use vari-
ous investment practices that involve special consideration, including invest-
ing in repurchase agreements, when-issued, forward delivery and delayed set-
tlement securities and lending of securities, each of which involves special
risks. (See "Other Investment Policies").

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the period presented for the FMA Small Company Portfolio's
Service Class Shares. This Table is part of the Portfolio's Financial State-
ments, which are included in the Portfolio's October 31, 1997 Annual Report to
Shareholders. The Financial Statements are included in the Portfolio's SAI.
The Portfolio's October 31, 1997 Financial Statements have been audited by
Price Waterhouse LLP. Their unqualified opinion on the Financial Statements is
also included in the Portfolio's SAI. The following information should be read
in conjunction with the Portfolio's October 31, 1997 Annual Report to Share-
holders.

FMA SMALL COMPANY PORTFOLIO
<TABLE>
<CAPTION>
AUGUST 1, 1997***
TO
OCTOBER 31, 1997
-----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................ $ 14.95
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..................................... 0.01
Net Realized and Unrealized Gain.......................... 1.64
-------
Total From Investment Operations......................... 1.65
-------
DISTRIBUTIONS
Net Investment Income..................................... (0.01)
Net Realized Gain......................................... --
-------
Total Distributions...................................... (0.01)
-------
NET ASSET VALUE, END OF PERIOD.............................. $ 16.59
=======
TOTAL RETURN+............................................... 11.04%**
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....................... $ 4,314
Ratio of Expenses to Average Net Assets..................... 1.43%*
Ratio of Net Investment Income to Average Net Assets........ 0.24%*
Portfolio Turnover Rate..................................... 0.86%
Average Commission Rate..................................... $0.0583
Voluntary Waived Fees and Expenses Assumed by the Adviser
Per Share ................................................ $ 0.01
Ratio of Expenses to Average Net Assets Including Expense
Offsets................................................... 1.43%*
</TABLE>
- -----------

* Annualized

** Not annualized

*** Initial offering of Institutional Service Class Shares.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser.

5
<PAGE>

INVESTMENT OBJECTIVE

INVESTMENT POLICIES

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

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

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

.meet initial targets of revenue or stock market value growth

.decline an absolute 15% in stock market value

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

6
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers' acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by Standard & Poor's Ratings
Services 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 the
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any debt security issued by a commercial bank un-
less (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign
branches of U.S. banks, the security is, in the opinion of the Adviser, of an
investment quality comparable with other debt securities which may be pur-
chased by each Portfolio.

REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and

7
<PAGE>

other securities outlined above under "SHORT-TERM INVESTMENTS." In a repur-
chase agreement, the Portfolio buys a security and simultaneously commits to
sell it back at an agreed upon price plus an agreed upon market rate of inter-
est. Under a repurchase agreement, the seller is also required to maintain the
value of the securities subject to the agreement at not less than 100% of the
repurchase price. The value of the securities purchased will be evaluated dai-
ly, and the Adviser will, if necessary, require the seller to maintain addi-
tional securities to ensure that the value is in compliance with the previous
sentence.

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

LENDING OF SECURITIES

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

8
<PAGE>

refers to securities whose terms and indenture are available and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by the Portfolio until it re-
ceives payment or delivery from the other party to any of the above transac-
tions. It is possible that the market price of the securities at the time of
delivery may be higher or lower than the purchase price. The Portfolio will
maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Such segregated securi-
ties will either mature or, if necessary, be sold on or before the settlement
date. Typically, no income accrues on securities purchased on a delayed deliv-
ery basis prior to the time delivery is made although the Portfolio may earn
income on securities it has deposited in a segregated account.

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

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

9
<PAGE>

FOREIGN INVESTMENTS

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

INVESTMENT LIMITATIONS

The Portfolio will not:

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

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

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

(d) invest more than 25% of its assets in Companies within a single indus-
try; however, there are no limitations on investments made in invest-
ments issued or guaranteed by the U.S. Government and its agencies
when the Portfolio adopts a Temporary defensive position;

(e) make loans except (i) by purchasing debt securities in accordance with
its investment objective and policies or entering into repurchase
agreements or by lending its portfolio securities to banks, brokers,
dealers and

10
<PAGE>

other financial institutions so long as the loans are made in compli-
ance with the 1940 Act, or the Rules and Regulations or interpreta-
tions 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%
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 gross assets; or

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

PURCHASE OF SHARES

Shares of the portfolio may be purchased through UAM Fund Distributors, Inc.
(the "Distributor") without a sales commission, at the net asset value per
share next determined after an order is received by the Fund or the designated
Service Agent. (See "SERVICE AND DISTRIBUTION PLANS" and "VALUATION OF
SHARES.") The required minimum initial investment for the Portfolio is $25,000
certain exceptions may be permitted by the officers of the Fund. The Portfolio
issues two classes of shares: Institutional Class and Service Class. The two
classes of shares each represent interests in the same portfolio of invest-
ments, have the same rights and are identical in all respects, except that the
Service Class Shares offered by this Prospectus bear shareholder servicing ex-
penses and distribution plan expenses, and have exclusive voting rights with
respect to the Rule 12b-1 Distribution Plan pursuant to which the distribution
fee may be paid. (See "SERVICE AND DISTRIBUTION PLANS.") The net income at-
tributable to Service Class Shares and the dividends payable on Service Class
Shares will be reduced by the amount of the shareholder servicing and distri-
bution fees; accordingly, the net asset value of the Service Class Shares will
be reduced by such amount to the extent the Portfolio has undistributed net
income.

11
<PAGE>

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 different conditions regarding purchases and re-
demptions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. A
salesperson and any other person entitled to receive compensation for selling
or servicing Portfolio shares may receive different compensation with respect
to one particular class of shares over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application, and mail it, together with a check
payable to "UAM Funds" to:

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

The Fund will not accept third-party checks to purchase shares of the Port-
folio. If you purchase shares by check, please be sure that your check is made
payable to the "UAM Funds."

12
<PAGE>

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and wire control number will then be
provided to you in addition to wiring instructions. 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
---------------------

(assigned by the UAM Funds Service Center)

13
<PAGE>

PURCHASE BY ACH

If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction. See
("SHAREHOLDER SERVICES -- AUTOMATIC INVESTMENT PLAN.")

OTHER PURCHASE INFORMATION

Investments received prior to the close of regular trading on the NYSE (gen-
erally 4 p.m. Eastern Time) (the close of the NYSE) will be invested at the
price calculated after the NYSE closes on that day. Investments received after
the close of the NYSE will be executed at the price computed on the next day
the NYSE is open.

The Fund reserves the right, in its sole discretion, to suspend the offering
of shares of the Portfolio or reject purchase orders when, in the judgment of
management, such suspension or rejection is in the best interests of the Fund.
The Portfolio is intended to be a long-term investment vehicle and is not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or in part any purchase request,
with respect to such investor's account. Such investors also may be barred
from purchasing other Portfolios of the Fund.

14
<PAGE>

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

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

REDEMPTION OF SHARES

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

. share certificates, if issued;

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

. any other necessary legal documentation, if required, in the case
of estates, trusts, guardianships, custodianships, corporations,
pension and profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

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

15
<PAGE>

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

16
<PAGE>

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

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, the Fund may enter into
service agreements with Service Agents (broker-dealers or other financial in-
stitutions) 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 personal services and/or share-
holder account maintenance. These fees are paid out of the assets allocable to
Service Class Shares to the Distributor, to the Service Agent directly or
through the Distributor. The Fund reimburses the Distributor or the Service
Agent, as the case may be, for payments made at an annual rate of up to .25 of
1% of the average daily value of such Service Class Shares. Each item for
which a payment may be made under the Service Plan constitutes personal serv-
ice and/or shareholder account maintenance and may constitute an expense of
distributing Fund shares as the Commission construes such term under Rule 12b-
1. The fees payable for Servicing reflect actual expenses incurred up to the
limit described herein.

17
<PAGE>

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

The Distribution Plan and Service Plan (the "Plans") provide generally that
a Portfolio may incur distribution and service costs under the Plans which may
not exceed in the aggregate 0.75% per annum of that Portfolio's net assets.
The Board has currently limited aggregate payments under the Plans to 0.50%
per annum of a Portfolio's net assets. Under the Plans, as implemented for the
FMA Small Company Portfolio Service Class Shares, Distribution Plan expenses
may be no more than 0.15% and Service Plan expenses may be no more than 0.25%,
although the maximum limit may be paid following appropriate Board approval.
Upon implementation, the Distribution Plan would permit payments to the Dis-
tributor, broker-dealers, other financial institutions, sales representatives
or other third parties who render promotional and distribution services, for
items such as sales compensation and marketing and overhead expenses.

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. 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 Plans may be
terminated by the Board of Directors or Service Class shareholders. The
amounts and purposes of expenditures under the Plans are reported to the Board
of Directors quarterly. The amounts allowable under the Plans for each Class
of Shares of the Portfolio are limited under certain rules of the National As-
sociation of Securities Dealers, Inc.

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

18
<PAGE>

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 compensates Smith Barney
for services it provides to certain defined contribution plan shareholders
that are not otherwise provided by the Administrator.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Service Class Shares of the Portfolio may be exchanged for any other Service
Class Shares of any other UAM Funds Portfolio. (See the list of Portfolios of
the UAM Funds -- Service Class Shares 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 the
close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of trading on the NYSE will be processed on the next business day.
The Fund may modify or terminate the exchange program at any time upon 60
days' written notice to shareholders, and may reject any exchange request. If
the Fund's management determines that an investor is engaged in excessive
trading, the Fund, with or without prior notice, may reject in whole or part
any exchange request, with respect to such investor's account. Such investors
also may be barred from exchanging into other Portfolios of the Fund. For ad-
ditional information regarding responsibility for the authenticity of tele-
phoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE" above. 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.

AUTOMATIC INVESTMENT PLAN

An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum value of $2,500 or more to purchase shares automatically (minimum of

19
<PAGE>

$100 per transaction) at regular intervals selected by the shareholder. Pro-
vided the shareholder's bank or other financial institution allows automatic
withdrawals, shares are purchased by transferring funds via the Automated
Clearing House ("ACH"). Investments made through ACH will be automatically
transferred from a shareholder's checking, bank money market or NOW account
designated by the shareholder. Such withdrawals are made electronically, if
the shareholder's bank or financial institution so permits, or by pre-autho-
rized checks or drafts drawn on the shareholder's bank or other account. The
bank or financial institution must be a member of ACH. At the shareholder's
option, the account designated will be debited in the specified amount, and
shares will be purchased monthly or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

The net asset value of each class of the Portfolio is determined by dividing
the value of the Portfolio's assets, less any liabilities, by the number of
shares

20
<PAGE>

outstanding. Net asset value per share of each class of the Portfolio is de-
termined as of the close of the NYSE on each day that the NYSE is open for
business.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

21
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

FEDERAL TAXES

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

22
<PAGE>

INVESTMENT ADVISER

Fiduciary Management Associates, Inc. is an Illinois corporation formed in
1980 and is located at 55 West Monroe Street, Suite #2550, Chicago, Illinois
60603. The Adviser is a wholly-owned subsidiary of United Asset Management
Corporation ("UAM"), a holding Company, and provides investment management
services to corporations, foundations, endowments, pension and profit sharing
plans, trusts, estates and other institutions as well as individuals. As of
November 30, 1997 the Adviser had over $1.5 billion in assets under manage-
ment.

The investment professional of the Adviser primarily responsible for the
day-to-day management of the Portfolio and a description of her business expe-
rience is as follows:

PATRICIA A. FALKOWSKI
PRESIDENT AND CHIEF
INVESTMENT OFFICER

1993-present Fiduciary Management Associates, Inc., President and Chief In-
vestment Officer

1992-1993 Fiduciary Management Associates, Inc., Executive Vice President
and Chief Investment Officer
1991-1992 Vice President, Portfolio Manager

1989-1991 STR Analysis, Inc., President

1983-1989 Kemper Financial Services, Associate-Director of Equity Re-
search

1981-1983 Harris Trust & Savings, Sector Head, Equity Research

1979-1981 Kemper Financial Services, Inc., Research Analyst

1970-1979 Federal government positions, Financial Analyst
1980 M.B.A., University of Chicago

1969 B.S., Rider College

23
<PAGE>

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

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

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

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

In cases where a shareholder of the Portfolio has an investment counseling
relationship with the Adviser, the Adviser may, at its discretion, reduce the
investment counseling fees paid by the client directly to the Adviser. This
procedure will be utilized with clients having contractual relationships based
on total assets managed by Fiduciary Management Associates, Inc. to avoid sit-
uations where excess advisory fees might be paid to the Adviser. In no event
will a client pay higher total advisory fees as a result of the client's in-
vestment in the Portfolio. The Adviser is currently waiving its advisory fees
to keep the Portfolio's Service Class total annual operating expenses from ex-
ceeding 1.43% of its average daily net assets. The Fund will not reimburse the
Adviser for any advisory fees which are waived or Portfolio expenses which the
Adviser may bear on behalf of the Portfolio for a given fiscal year.

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

24
<PAGE>

pays to CGFSC. The Portfolio specific fees are the following percentages of
aggregate net assets:

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

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among each of the Portfolios of the Fund on the basis of
its relative assets 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,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement (except as described under
"Service and Distribution Plans" above). The Agreement continues in effect so
long as it is approved at least annually by the Fund's Board of Directors.
Those approving the agreements must include a majority of Directors who are
neither parties to such Agreement, nor interested persons of any such party.
The Agreement provides that the Fund will bear costs of the registration of
its shares with the SEC and various states, and the printing of its prospec-
tuses, statements of additional information and reports to stockholders.

PORTFOLIO TRANSACTIONS

25
<PAGE>

affiliates provide to the Portfolio in addition to required broker services.
Such brokers may be paid a higher commission than that which another qualified
broker would have charged for effecting the same transaction, provided that
such commissions are paid in compliance with the Securities Exchange Act of
1934, as amended, and that the Adviser determines in good faith that the com-
mission is reasonable in terms either of the transaction or the overall re-
sponsibility of the Adviser to the Portfolio and the Adviser's other clients.

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation permit
the Directors to issue three billion shares of common stock, with a $0.001 par
value. The Directors have the power to designate one or more series or classes
of shares of common stock and to classify or reclassify any unissued shares
without further action by shareholders. At its discretion, the Board of Direc-
tors may create additional Portfolios and classes of shares of the Fund.

The shares of each Portfolio are fully paid and nonassessable, have no pref-
erence as to conversion, exchange, dividends, retirement or other features and
have no pre-emptive rights. They have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of Directors can elect 100% of the Directors. A shareholder is entitled to one
vote for each full share held (and a fractional vote for each fractional share
held), then standing in his name on the books of the Fund. Both Institutional
and Service Class Shares represent interests in the same assets of a Portfo-
lio. Service Class Shares bear certain expenses related to shareholder servic-
ing and may bear expenses related to the distribution of such shares. Service
Class Shares have exclusive voting rights with respect to matters relating to
such distribution expenditures. The Board of Directors of the Fund has autho-
rized a third class of shares, Advisor Class Shares, which is not currently
being offered by this Portfolio. For information about the Institutional Class
Shares of the Portfolios, contact the UAM Funds Service Center.

26
<PAGE>

As of December 24, 1997, Ironworkers Local 498, Matteson, IL held of record
94.0% of the outstanding shares of the FMA Small Company Portfolio Institu-
tional Service Class Shares. The persons or organizations owning 25% or more
of the outstanding shares of a Portfolio may be presumed to "control" (as that
term is defined in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such Portfo-
lio.

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

27
<PAGE>

UAM FUNDS -- INSTITUTIONAL SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio

DSI Disciplined Value Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio

MJI International Equity Portfolio
NWQ Balanced Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio

NWQ Value Equity Portfolio

Sirach Bond Portfolio

Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio

Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio

Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

28
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

ICM Fixed Income
Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 15
Purchase of Shares......................................................... 16
Redemption of Shares....................................................... 19
Shareholder Services....................................................... 22
Valuation of Shares........................................................ 23
Performance Calculations................................................... 24
Dividends, Capital Gains Distributions and Taxes........................... 25
Investment Adviser......................................................... 26
Administrative Services.................................................... 28
Distributor................................................................ 29
Portfolio Transactions..................................................... 29
General Information........................................................ 30
UAM Funds -- Institutional Class Shares.................................... 32
</TABLE>
<PAGE>

UAM FUNDS ICM FIXED INCOME PORTFOLIO

INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios") each of which has different investment objectives and
policies. The ICM Fixed Income Portfolio currently offers only one class of
shares. The securities offered in this Prospectus are Institutional Class
Shares of one diversified, no-load Portfolio of the Fund managed by Investment
Counselors of Maryland, Inc.

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

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

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

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio will incur. The Fund does not charge transaction fees. However,
transaction fees may be charged if a broker-dealer or other financial interme-
diary deals with the Fund on your behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

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

<TABLE>
<S> <C>
Investment Advisory Fees (After Fee Waiver).......................... 0.00 %
12b-1 Fees........................................................... NONE
Other Expenses (After Expenses Assumed).............................. 0.17 %*
Administrative Fees................................................ 0.33 %
----
Total Operating Expenses (After Fee Waiver and Expenses Assumed)..... 0.50 %*
====
</TABLE>
- -----------

* Absent fee waivers and expenses assumed by the Adviser, Investment Advisory
Fees, Other Expenses and Total Operating Expenses of the Portfolio for the
fiscal year ended October 31, 1997 would have been 0.50%, 0.23% and 1.06%,
respectively. The Total Operating Expenses includes the effect of expense
offsets. If expense offsets were excluded, the Total Operating Expenses of
the Portfolio would not differ from the figures shown in the table.

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

1
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
ICM Fixed Income Portfolio................... $ 5 $16 $28 $63
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Investment Counselors of Maryland, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1972, serves as investment adviser to three of the
Fund's Portfolios. In addition to the Portfolio, the Adviser serves as invest-
ment adviser to the ICM Small Company Portfolio and the ICM Equity Portfolio.
The Adviser presently manages over $4.4 billion in assets for institutional
clients and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

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

REDEMPTIONS AND EXCHANGES

Shares of the Portfolio may be redeemed, without cost, at any time at the net
asset value of the Portfolio next determined after receipt of the redemption
request. The redemption price may be more or less than the purchase price.
Shares of the Portfolio may be exchanged for shares of the same class of any
other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE
PRIVILEGE.")

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

3
<PAGE>

RISK FACTORS

The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which the Portfolio invests. Prospective investors
should consider the following: (1) The fixed income securities held by the
Portfolio will be affected by general changes in interest rates that result in
increases or decreases in their value; the value of the securities held by the
Portfolio can be expected to vary inversely with changes in interest rates; as
interest rates decline, market value tends to increase and vice versa; (2) The
Portfolio may invest in the securities of foreign issuers (See "INVESTMENT
POLICIES"); (3) The Portfolio may engage in various portfolio strategies to
seek to hedge its portfolio against movements in interest rates and exchange
rates between currencies by the use of derivatives including options, futures
and options on futures. Utilization of options and futures transactions in-
volves the risk of imperfect correlation in movements in the price of options
and futures and movements in the price of the securities, interest rates or
currencies which are the subject of the hedge. Options and futures transac-
tions in foreign markets are also subject to the risk factors associated with
foreign investments generally. There can be no assurance that a liquid second-
ary market for options and futures contracts will exist at any specific time
(See "FUTURES CONTRACTS AND OPTIONS"); and (4) The Portfolio may use various
investment practices including investing in repurchase agreements, when-is-
sued, forward delivery and delayed settlement securities and lending of secu-
rities. (See "OTHER INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share out-
standing throughout the periods presented and is part of the Portfolio's Fi-
nancial Statements, which are included in the Portfolio's 1997 Annual Report
to Shareholders. The Financial Statements are included in the Portfolio's SAI.
Please read the following information in conjunction with the Portfolio's Fi-
nancial Statements as of October 31, 1997. The Financial Statements have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also included in the SAI.

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 3,
OCTOBER 31, 1992** TO
---------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993
------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD...................... $ 10.36 $ 10.43 $ 9.55 $ 10.58 $ 10.00
------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income+...... 0.62 0.59 0.59 0.52 0.51
------- ------- ------- ------- -------
Net Realized and Unrealized
Gain (Loss)................ 0.21 (0.07) 0.82 (0.98) 0.51
------- ------- ------- ------- -------
Total from Investment
Operations................. 0.83 0.52 1.41 (0.46) 1.02
DISTRIBUTIONS
Net Investment Income....... (0.63) (0.59) (0.53) (0.48) (0.44)
Net Realized Gain........... -- -- -- (0.09) --
------- ------- ------- ------- -------
Total Distributions......... (0.63) (0.59) (0.53) (0.57) (0.44)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD...................... $ 10.56 $ 10.36 $ 10.43 $ 9.55 $ 10.58
======= ======= ======= ======= =======
TOTAL RETURN+................ 8.31% 5.17% 15.11% (4.43)% 10.38%
======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period
(Thousands)................. $31,119 $24,358 $16,765 $12,601 $12,465
Ratio of Expenses to Average
Net Assets.................. 0.50% 0.50% 0.63% 0.84% 0.84%*
Ratio of Net Investment
Income to Average Net
Assets...................... 6.03% 5.98% 6.04% 5.26% 5.41%*
Portfolio Turnover Rate...... 34% 46% 49% 82% 65%
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share........... $ 0.06 $ 0.08 $ 0.08 $ 0.04 $ 0.03
Ratio of Expenses to Average
Net Assets Including
Expenses Offsets............ 0.50% 0.50% 0.61% N/A N/A
</TABLE>
- -----------
* Annualized.

** Commencement of operations.
+ Total return would have been lower had certain expenses not been waived and
expenses assumed by the Adviser during the period.

5
<PAGE>

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

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

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

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

6
<PAGE>

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

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

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

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, there may be less publicly available information
about certain foreign companies than about U.S. companies. Securities of some
non-U.S. companies may be less liquid and more volatile than securities of
comparable U.S. companies. There is generally less government supervision and
regulation of foreign stock exchanges, brokers and listed companies than in
the U.S. Many foreign securities markets have substantially less volume than
United States national securities exchanges, and securities of some foreign
issuers are less liquid and more volatile than securities of comparable domes-
tic issuers. Brokerage commissions and other transactions costs on foreign se-
curities exchanges are generally higher

7
<PAGE>

than in the United States. In addition, with respect to certain foreign coun-
tries, there is the possibility of expropriation or confiscatory taxation, po-
litical or social instability, diplomatic developments or the possible adop-
tion of foreign governmental restrictions such as exchange controls which
could affect U.S. investments in those countries.

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

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

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

8
<PAGE>

REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, the Portfolio buys a security and simultaneously commits
to sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is also required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause the
Portfolio to experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived permission from the SEC to pool daily uninvested cash balances of the
Fund's Portfolios in order to invest in repurchase agreements on a joint ba-
sis. By entering into joint repurchase agreements, the Portfolio may incur
lower transaction costs and earn higher rates of interest on joint repurchase
agreements. The Portfolio's contribution would determine its return from a
joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

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

9
<PAGE>

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
The Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by the Portfolio until it re-
ceives payment or delivery from the other party to any of the above transac-
tions. It is possible that the market price of the securities at the time of
delivery may be higher or lower than the purchase price. The Portfolio will
maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Typically, no income ac-
crues on securities purchased on a delayed delivery basis prior to the time
delivery is made although the Portfolio may earn income on securities it has
deposited in a segregated account.

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

PORTFOLIO TURNOVER

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

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

10
<PAGE>

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

FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS

Futures Contracts and Options on Futures. To hedge its portfolio against ad-
verse movements of the market, remain fully invested and reduce transaction
costs or implement its investment strategies, the Portfolio may purchase and
sell futures and related options on such futures in connection with the secu-
rities in which it invests (such as bond futures and options, interest rate
futures and options and foreign currency futures and options) traded on either
U.S. or foreign exchanges or boards of trade, similar entities, or quoted on
an automated quotation system. Such futures contracts are third-party con-
tracts (i.e., performance of the parties' obligations is guaranteed by an ex-
change or clearing corporation) which, in general, have standardized strike
prices and expiration dates. A futures contract is an agreement between two
parties which obligates the purchaser of the futures contract to buy and the
seller of a futures contract to sell a security for a set price on a future
date. Transactions by the Portfolio in futures are subject to limitation as
described below under "Restrictions on the Use of Futures Transactions."

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

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

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

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

11
<PAGE>

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

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

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

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

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

12
<PAGE>

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

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

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

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

13
<PAGE>

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

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

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

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

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

14
<PAGE>

DURATION

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

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 the Portfolio, as defined in the 1940 Act.

INVESTMENT LIMITATIONS

The Portfolio will not:

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

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

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

15
<PAGE>

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

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

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), without a sales commission, at the net asset value per share
next determined after an order is received by the Fund and payment is received
by the Fund or a designated Service Agent. (See "VALUATION OF SHARES.") The
minimum initial investment required is $100,000. Certain exceptions may be
permitted by the officers of the Fund.

Service Agents, or, if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee.

16
<PAGE>

Service Agents are responsible to their customers and the Fund for timely
transmission of all subscription and redemption requests, investment informa-
tion, documentation and money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check 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 does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment. The Fund will not accept third-party
checks to purchase shares of the Portfolio. If you purchase shares by check,
please be sure that your check is made payable to the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and wire control number will then be
provided to you in addition to wiring instructions. 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

(assigned by the UAM Funds Service Center)

17
<PAGE>

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

PURCHASE BY ACH

If you have this election, shares of the Portfolio may be purchased via Au-
tomated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction.
(See "SHAREHOLDER SERVICES--AUTOMATIC INVESTMENT PLAN.")

OTHER PURCHASE INFORMATION

Investments received by the closing of regular trading on the NYSE (gener-
ally 4 p.m. Eastern Time) 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.
The Portfolio is intended to be a long-term investment vehicle and is not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any

18
<PAGE>

purchase request, with respect to such investor's account. Such investors also
may be barred from purchasing other Portfolios of the Fund. Purchases of a
Portfolio's shares will be made in full and fractional shares of the Portfolio
calculated to three decimal places. Certificates for fractional shares will
not be issued. Certificates for whole shares will not be issued except at the
written request of the shareholder.

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

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

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

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

Investors who are subject to federal taxation may realize a gain or loss for
federal income tax purposes upon the exchange, depending upon the cost of the
securities exchanged. Investors interested in such exchanges should contact
the Adviser.

REDEMPTION OF SHARES

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

19
<PAGE>

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and the Fund's Sub-Transfer Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine, and they
may be liable for any losses if they fail to do so. These procedures include
requiring the investor to provide certain personal identification at the time
an account is opened, as well as prior to effecting each transaction requested
by telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

20
<PAGE>

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

21
<PAGE>

Reductions in value that result solely from market activity will not trigger
an involuntary redemption.

SHAREHOLDER SERVICES

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

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

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued and if the registration of the two accounts will
be identical. Requests for exchange received prior to the close of regular
trading on the NYSE (generally 4 p.m. Eastern Time) will be processed as of
the close of business on the same day. The Fund may modify or terminate the
exchange program at any time upon 60 days' written notice to shareholders, and
may reject any exchange request. If the Fund's management determines that an
investor is engaged in excessive trading, the Fund, with or without prior no-
tice, may reject in whole or part any exchange request, with respect to such
investor's account. Such investors also may be barred from exchanging into
other Portfolios of the Fund. For additional information regarding responsi-
bility for the authenticity of telecopied instructions, see "REDEMPTION OF
SHARES -- BY TELEPHONE." An exchange into another UAM Funds Portfolio may re-
sult in a capital gain or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

22
<PAGE>

the shareholder's bank or other account. The bank or financial institution
must be a member of ACH. At the shareholder's option, the account designated
will be debited in the specified amount, and shares will be purchased monthly
or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

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

23
<PAGE>

provided by a pricing service when such prices are believed to reflect the
fair market value of such securities. Quotations of foreign securities in a
foreign currency are converted to U.S. dollar equivalents. The converted value
is based upon the bid price of the foreign currency against U.S. dollars
quoted by any major bank or by a broker.

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

PERFORMANCE CALCULATIONS

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

24
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

FEDERAL TAXES

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

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

25
<PAGE>

INVESTMENT ADVISER

Investment Counselors of Maryland, Inc. is a Maryland corporation formed in
1972 and is located at 803 Cathedral Street, Baltimore, MD 21201. The Adviser
is a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), a
holding company, and provides investment management services to corporations,
pension and profit sharing plans, trusts, estates and other institutions and
individuals. As of November 30, 1997, the Adviser had over $4.4 billion in as-
sets under management.

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

DANIEL O. SHACKELFORD -- SENIOR VICE PRESIDENT. Mr. Shackelford joined the
Adviser in November, 1993 as a fixed income portfolio manager. He has 16 years
of fixed income experience, including as a portfolio manager for the Univer-
sity of North Carolina at Chapel Hill ("UNC") from 1991 through 1993. Mr.
Shackelford is a graduate of UNC and received his M.B.A. from the Fuqua School
of Business at Duke University, which he attended from 1989 to 1991. Mr.
Shackelford is a Chartered Financial Analyst. Prior to 1989, Mr. Shackelford
held the position of portfolio manager at UNC. Mr. Shackelford has managed the
ICM Fixed Income Portfolio since November, 1993.

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

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

PAUL L. BORSSUCK -- PRINCIPAL. Mr. Borssuck heads the Individual Capital
Management Division at ICM. Prior to joining the Adviser, he served as Chair-
man of the Investment Policy Committee at Mercantile Safe-Deposit and Trust
Company where he managed the portfolios of high net worth clients. Prior to
that, he headed the institutional funds management section at American Secu-
rity and Trust

26
<PAGE>

Company in Washington, D.C. Mr. Borssuck earned his B.S. degree and M.B.A.
from Lehigh University. He is a Chartered Financial Analyst.

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

DAVID E. NELSON -- PRINCIPAL AND DIRECTOR OF EQUITY RESEARCH. Mr. Nelson
joined the Adviser in October, 1989. Prior to that, he was Senior Vice Presi-
dent, Director of Research for Legg Mason. Mr. Nelson is an honors graduate of
Wesleyan University and received his M.B.A. in Finance from Washington Univer-
sity in 1976. He is a Chartered Financial Analyst.

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

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

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

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

27
<PAGE>

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

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

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 annual fee is .04% calculated from the
aggregate net assets of the Portfolio. 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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

28
<PAGE>

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of the Fund's shares. The Distributor does not re-
ceive any fee or other compensation under the Agreement with the Portfolio.
The Agreement continues in effect so long as it is approved at least annually
by the Fund's Board of Directors. Those approving the agreements must include
a majority of Directors who are neither parties to the Agreement nor inter-
ested persons of any such party. The Agreement provides that the Fund will
bear the costs of the registration of its shares with the SEC and the printing
of its prospectuses, SAIs and reports to shareholders.

PORTFOLIO TRANSACTIONS

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

29
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios, without further action by
shareholders.

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

Both Institutional Class and Institutional Service Class Shares represent
interests in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing, and may bear expenses related to
distribution. Service Class shares have exclusive voting rights for matters
relating to such distribution expenditures. The Board of Directors of the Fund
has authorized a third class of shares, Advisor Class Shares, which is not
currently being offered by the Portfolio. Information about the Service Class
Shares of the Portfolio is available upon request by contacting the UAM Funds
Service Center.

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

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP services the independent accountants for the Fund.

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

30
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

31
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
McKee U.S. Government 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

SAMI Preferred Stock Income Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

32
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

ICM Small Company Portfolio
&
ICM Equity Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 7
Investment Policies........................................................ 7
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 13
Purchase of Shares......................................................... 14
Redemption of Shares....................................................... 17
Shareholder Services....................................................... 20
Valuation of Shares........................................................ 21
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 23
Investment Adviser......................................................... 24
Administrative Services.................................................... 27
Distributor................................................................ 28
Portfolio Transactions..................................................... 28
General Information........................................................ 29
UAM Funds -- Institutional Class Shares.................................... 31
</TABLE>
<PAGE>

ICM SMALL COMPANY PORTFOLIO &
UAM FUNDS
ICM EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios") each of which has different investment objectives and
policies. The ICM Portfolios currently offer only one class of shares. The se-
curities offered in this Prospectus are Institutional Class Shares of two di-
versified, no-load Portfolios of the Fund managed by Investment Counselors of
Maryland, Inc.

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

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

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

Keep this Prospectus for future reference. It contains information you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at 1-800-638-7983.

FUND EXPENSES

The following table shows the expenses and fees that a shareholder of the
Portfolios will incur. The Fund does not charge transaction fees. However,
transaction fees may be charged if a broker-dealer or other financial interme-
diary deals with the Fund on your behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
SMALL
COMPANY EQUITY
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Investment Advisory Fees (After Fee Waiver).............. 0.70% 0.255%
12b-1 Fees............................................... NONE NONE
Other Expenses........................................... 0.04% 0.265%
Administrative Fees.................................... 0.14% 0.380%
---- -----
Total Operating Expenses (After Fee Waiver).............. 0.88%* 0.90%*
==== =====
</TABLE>
- -----------

* Absent the fee waiver and expenses assumed by the Adviser, Investment Advi-
sory Fees and Total Operating Expenses of the Equity Portfolio for the fis-
cal year ended October 31, 1997 would have been 0.625% and 1.27%, respec-
tively. The Total Operating Expenses includes the effect of expense offsets.
If expense offsets were excluded, Total Operating Expenses of the Small Com-
pany Portfolio would have been 0.89% and the Equity Portfolio would not have
differed from the figures shown in the table.

The table above shows various fees and expenses that an investor in the
Portfolio would bear directly or indirectly. The expenses and fees listed are
based on the Portfolios' operations during the fiscal year ended October 31,
1997.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume operating expenses otherwise payable by the Portfolio, if neces-
sary, in order to keep the Equity Portfolio's total annual operating expenses
from exceeding 0.90% of its average daily net assets. The Fund will not reim-
burse the Adviser for any advisory fees that are waived or Portfolio expenses
that the Adviser may bear on behalf of the Portfolio for a given fiscal year.

1
<PAGE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Small Company Portfolio......................... $ 9 $28 $49 $108
Equity Portfolio................................ $ 9 $29 $50 $111
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Investment Counselors of Maryland, Inc. (the "Adviser"), an investment coun-
seling firm founded in 1972, serves as investment adviser to three of the
Fund's Portfolios. In addition to the Portfolios, the Adviser serves as in-
vestment adviser to the ICM Fixed Income Portfolio. The Adviser presently man-
ages over $4.4 billion in assets for institutional clients and high net worth
individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

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

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

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of each Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" AND "EX-
CHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables show selected per share information for a share out-
standing throughout each of the periods presented. The tables are part of the
Portfolios' Financial Statements included in each Portfolio's 1997 Annual Re-
port to Shareholders. The Financial Statements are included in the Portfolios'
SAI. The Portfolios' Financial Statements for the period ended October 31,
1997 have been audited by Price Waterhouse LLP. Their unqualified opinions on
the Financial Statements are also included in the SAI. Please read the follow-
ing information in conjunction with the Portfolios' 1997 Annual Reports to
Shareholders.

ICM SMALL COMPANY PORTFOLIO
<TABLE>
<CAPTION>
APRIL 19***
YEARS ENDED OCTOBER 31, TO
-------------------------------------------------------------------------------- OCTOBER
1997 1996 1995 1994 1993 1992 1991 1990 31, 1989
-------- -------- -------- -------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $ 20.71 $ 19.04 $ 17.05 $ 18.75 $ 14.96 $ 12.50 $ 7.78 $ 9.92 $10.00
-------- -------- -------- -------- ------- ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income..... 0.23 0.24 0.16 0.09 0.08 0.11 0.14 0.13 0.08
Net Realized and
Unrealized Gain (Loss)
on Investments........... 8.27 2.59 2.70 0.64 4.94 2.81 4.73 (2.05) (0.09)
-------- -------- -------- -------- ------- ------- ------- ------- ------
Total from Investment
Operation.............. 8.50 2.83 2.86 0.73 5.02 2.92 4.87 (1.92) (0.01)
-------- -------- -------- -------- ------- ------- ------- ------- ------
DISTRIBUTIONS
Net Investment Income..... (0.20) (0.24) (0.14) (0.09) (0.07) (0.10) (0.15) (0.14) (0.07)
Net Realized Gain......... (1.19) (0.92) (0.73) (2.34) (1.16) (0.36) -- (0.08) --
-------- -------- -------- -------- ------- ------- ------- ------- ------
Total Distributions..... (1.39) (1.16) (0.87) (2.43) (1.23) (0.46) (0.15) (0.22) (0.07)
-------- -------- -------- -------- ------- ------- ------- ------- ------
NET ASSET VALUE, END OF
PERIOD................... $ 27.82 $ 20.71 $ 19.04 $ 17.05 $ 18.75 $ 14.96 $ 12.50 $ 7.78 $ 9.92
======== ======== ======== ======== ======= ======= ======= ======= ======
TOTAL RETURN.............. 43.28 % 15.62 % 17.73 % 4.59 % 35.20 % 23.96 % 62.79 % (19.77)% (.13)%**
======== ======== ======== ======== ======= ======= ======= ======= ======
RATIOS AND SUPPLEMENTAL
DATA:
Net Assets, End of Period
(Thousands).............. $518,377 $320,982 $250,798 $115,761 $81,870 $58,483 $43,559 $18,732 $9,487
Ratio of Expenses to
Average Net Assets....... 0.89 % 0.88 % 0.87 % 0.93 % 0.95 % 0.95 % 1.02 % 1.14 % 2.43 %*
Ratio of Net Investment
Income to Average Net
Assets................... 0.97 % 1.20 % 1.02 % 0.58 % 0.46 % 0.77 % 1.32 % 1.52 % 1.81 %*
Portfolio Turnover Rate... 23 % 23 % 20 % 21 % 47 % 34 % 49 % 40 % 18 %
Average Commission
Rate #................... $ 0.0588 $ 0.0595 N/A N/A N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets.................. 0.88 % 0.88 % 0.86 % N/A N/A N/A N/A N/A N/A
</TABLE>
- ----------

* Annualized

** Not annualized

*** Commencement of operations

# For fiscal years beginning on or after September 30, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

ICM EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 1,
OCTOBER 31, 1993*** TO
--------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993
------- ------- ------ ------ -----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD....................... $ 14.49 $12.14 $10.41 $ 9.94 $10.00
------- ------- ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income........ 0.28 0.30 0.26 0.20 0.01
Net Realized and Unrealized
Gain (Loss) on
Investments................. 4.74 2.76 1.75 0.45 (0.07)
------- ------- ------ ------ ------
Total from Investment
Operations................ 5.02 3.06 2.01 0.65 (0.06)
------- ------- ------ ------ ------
DISTRIBUTIONS
Net Investment Income........ (0.25) (0.28) (0.26) (0.18) --
Net Realized Gain............ (0.99) (0.43) (0.02) -- --
------- ------- ------ ------ ------
Total Distributions........ (1.24) (0.71) (0.28) (0.18) --
------- ------- ------ ------ ------
NET ASSET VALUE, END OF
PERIOD....................... $ 18.27 $14.49 $12.14 $10.41 $ 9.94
======= ======= ====== ====== ======
TOTAL RETURN+................. 36.98% 26.23% 19.62% 6.63% (0.60)%**
======= ======= ====== ====== ======
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period
(Thousands)................. $46,598 $7,868 $6,865 $3,659 $1,977
Ratio of Expenses to Average
Net Assets.................. 0.90% 0.90% 0.92%# 0.90% 0.90%*
Ratio of Net Investment
Income to Average Net
Assets...................... 1.91% 2.30% 2.44% 2.15% 1.06%*
PORTFOLIO TURNOVER RATE....... 31% 57% 37% 17% 11%
Average Commission Rate#...... $0.0599 $0.0661 N/A N/A N/A
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share............ $ 0.05 $0.24 $0.16 $0.21 $0.04
Ratio of Expenses to Average
Net Assets Including Expense
Offers....................... 0.90% 0.90% 0.90% N/A N/A
</TABLE>
- -----------
* Annualized

** Not annualized

*** Commencement of operations.
+ Total return would have been lower had certain expenses not been waived
and expenses assumed by the Adviser during the period.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

INVESTMENT OBJECTIVES

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

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

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

INVESTMENT POLICIES

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

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

7
<PAGE>

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

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

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

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

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

8
<PAGE>

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

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

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

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

9
<PAGE>

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

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 total assets at fair market
value would be committed to loans. During the term of a loan, the Portfolio is
subject 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 by the Ad-
viser, including the creditworthiness of the broker, dealer or institution,
will be considered in making decisions about securities lending.

10
<PAGE>

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

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

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

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

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

11
<PAGE>

$2.5 million in the Fund's DSI Money Market Portfolio provided that the in-
vestment is consistent with the Portfolio's investment policies and restric-
tions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The investing Portfolio will bear expenses
of the DSI Money Market Portfolio on the same basis as all of its other share-
holders.

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

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

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

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

12
<PAGE>

INVESTMENT LIMITATIONS

Each Portfolio will not:

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

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

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

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

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

13
<PAGE>

of Directors upon reasonable notice to investors. All of the above limitations
are fundamental for the Small Company Portfolio and may be changed only with
the approval of the holders of a majority of the outstanding shares of the
Portfolio. If a percentage limitation on investment or utilization of assets
as set forth above is adhered to at the time an investment is made, a later
change in percentage resulting from changes in the value or total cost of the
Portfolio's assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or a designated Service Agent. (See "VALUATION OF
SHARES.") The minimum initial investment required for the Small Company Port-
folio is $5,000,000. The minimum initial investment for IRA accounts is $500.
The minimum initial investment for spousal IRA accounts is $250. The minimum
initial investment required for the Equity Portfolio is $2,500. Certain excep-
tions may be permitted 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.

14
<PAGE>

or, if applicable, its authorized designee, accepts the order. Orders received
by the Fund in proper form will be priced at the Portfolio's net asset value
next computed after they are accepted by the Service Agent or its authorized
designee. Service Agents are responsible to their customers and the Fund for
timely transmission of all subscription and redemption requests, investment
information, documentation and money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check 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 does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept if for investment. The Fund will not accept third-party
checks to purchase shares of a Portfolio. If you purchase shares by check,
please be sure that your check is made payable to the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and wire control number will then be
provided to you, in addition to wiring instructions. 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
------------------

(assigned by the UAM Funds Service Center)

15
<PAGE>

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $1,000 for the Small Company Portfolio and $100 for the Equity
Portfolio. Shares can be purchased at net asset value by mailing a check to
the UAM Funds Service Center (payable to "UAM Funds") or by wiring monies to
the Custodian Bank as outlined above. When making additional investments, be
sure that the account number, account name, and the Portfolio to be purchased
are specified on the check or wire. Prior to wiring additional investments,
notify the UAM Funds Service Center. Mail orders should include, when possi-
ble, the "Invest by Mail" stub which accompanies any Fund confirmation state-
ment.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

16
<PAGE>

disruptive to efficient portfolio management and, consequently, can be detri-
mental to a Portfolio's performance and their shareholders. Accordingly, if
the Fund's management determines that an investor is engaged in excessive
trading, the Fund, with or without prior notice, may reject in whole or part
any purchase request, with respect to such investor's account. Such investors
also may be barred from purchasing other Portfolios of the Fund. Purchases of
a Portfolio's shares will be made in full and fractional shares of the Portfo-
lio calculated to three decimal places. Certificates for fractional shares
will not be issued. Certificates for whole shares will not be issued except at
the written request of the shareholder.

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

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

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

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

Investors who are subject to federal taxation upon exchange may realize a
gain or loss for federal income tax purposes depending upon the cost of the
securities exchanged. Investors interested in such exchanges should contact
the Adviser.

REDEMPTION OF SHARES

17
<PAGE>

be more or less than the purchase price of your shares depending on the market
value of the investment securities held by the Portfolio.

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer

18
<PAGE>

Agent will be responsible for any loss, liability, cost or expense for follow-
ing instructions received by telephone that it reasonably believes to be genu-
ine.

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

19
<PAGE>

minimum account balance requirement. You would then be allowed 60 days to make
an additional investment before the account is liquidated. Retirement accounts
and certain other accounts will not be subject to automated liquidation. Re-
ductions in value that result solely from market activity will not trigger an
involuntary redemption.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Institutional Class Shares of each ICM Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the Fund or UAM
Funds Trust. (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.

AUTOMATIC INVESTMENT PLAN

20
<PAGE>

shares are purchased by transferring funds via the Automated Clearing House
("ACH"). Investments made through ACH will be automatically transferred from a
shareholder's checking, bank money market or NOW account designated by the
shareholder. Such withdrawals are made electronically, if the shareholder's
bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.

To establish an Automatic Investment Plan, a shareholder must complete
the appropriate sections of the Account Application and mail it to Chase
Global Funds Services Company. A shareholder may cancel his/her participation
or change the amount of purchase at any time by mailing written notification
to Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798
and notification generally will be effective three business days following re-
ceipt. The Fund may modify or terminate this privilege at any time, or may
charge a service fee, although no such fee currently is contemplated.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

The net asset value of each class of a Portfolio is determined by dividing
the value of the Portfolio's assets attributable to the class, less any lia-
bilities attribut -

21
<PAGE>

able to the class, by the total number of shares outstanding attributable to
the class. Net asset value per share is determined as of the close of the NYSE
on each day that the NYSE is open for business.

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

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods approved by the Fund's Directors.

PERFORMANCE CALCULATIONS

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

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

22
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

All dividend and capital gains distributions made by a Portfolio will be au-
tomatically reinvested in additional shares of the Portfolio unless the Fund
is notified in writing that the shareholder elects to receive distributions in
cash.

FEDERAL TAXES

Each Portfolio intends to qualify each year as a "regulated investment com-
pany" under subchapter M of the Internal Revenue Code of 1986, as amended, for
federal income tax purposes and to meet all other requirements that are neces-
sary for it (but not its shareholders) to be exempt generally 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 investments which satisfies certain diversification criteria.

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

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

23
<PAGE>

INVESTMENT ADVISER

Small Company Portfolio -- Robert D. McDorman, Jr.
Equity Portfolio -- David E. Nelson

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

DAVID E. NELSON -- Principal and Director of Equity Research. Mr. Nelson
joined ICM in October, 1989. Prior to that, he was Senior Vice President, Di-
rector of Research for Legg Mason. Mr. Nelson is an honors graduate of Wes-
leyan University and received his M.B.A. in Finance from Washington University
in 1976. He is a Chartered Financial Analyst. Mr. Nelson has managed the ICM
Equity Portfolio since its inception.

Additional members of the Investment Counselors of Maryland ("ICM") team of
professionals are as follows:

CRAIG LEWIS -- Principal and Chief Investment Officer. Prior to founding ICM
in 1972, he was Vice President of Investments at First National Bank of Mary-
land. Before that, he served as Vice President and Director of Research at
Robert Garrett & Sons, Inc., a NYSE member firm. Mr. Lewis is a Chartered Fi-
nancial Analyst and past President of the Baltimore Security Analysts Society.
He is a graduate of Princeton University.

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

24
<PAGE>

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

STEPHEN T. SCOTT -- Principal. Mr. Scott specializes in the management of
private foundations and endowments. He joined ICM in 1973 after having served
as portfolio manager at Chase Manhattan Bank and Mercantile Safe-Deposit and
Trust Company. He is a graduate of Randolph-Macon College and Columbia Univer-
sity Graduate School of Business.

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

CHARLES W. NEUHAUSER -- Senior Vice President. Mr. Neuhauser joined ICM in
August, 1991 as a security analyst in the equity research department. Prior to
that, he served as a security analyst at Bear, Stearns & Company, Inc. in New
York and then Legg Mason in Baltimore. He began in the investment business as
an analyst with Ruane, Cunniff & Company, managers of the Sequoia Fund.
Mr. Neuhauser is a graduate of Columbia University. He is a Chartered Finan-
cial Analyst.

DANIEL O. SHACKELFORD -- Senior Vice President. Mr. Shackelford joined ICM
in November, 1993 as a fixed income portfolio manager. He has 16 years of
fixed income experience, including as a portfolio manager for the University
of North Carolina at Chapel Hill ("UNC") from 1991 through 1993. Mr. Shackel-
ford is a graduate of UNC and received his M.B.A. from the Fuqua School of
Business at Duke University, which he attended from 1989 to 1991. Mr. Shackel-
ford is a Chartered Financial Analyst. Prior to 1989, Mr. Shackelford held the
position of portfolio manager at UNC.

Under the Investment Advisory Agreements with the Fund, dated as of March
20, 1989 and June 28, 1993, the Adviser manages the investment and reinvest-
ment of the assets of the Portfolios. The Adviser must adhere to the stated
investment objectives and policies of the Portfolios, and is subject to the
control and supervision of the Fund's Board of Directors.

As compensation for the services rendered by the Adviser under the Agree-
ments, each Portfolio pays the Adviser an annual fee, in monthly installments,

25
<PAGE>

calculated by applying the following annual percentage rates to the Portfo-
lio's average daily net assets for the month:

<TABLE>
<CAPTION>
RATE
-----
<S> <C>
Small Company Portfolio............................................... 0.700%
Equity Portfolio...................................................... 0.625%
</TABLE>

The Adviser has voluntarily agreed to keep the total annual operating ex-
penses of the Equity Portfolio from exceeding 0.90% of its average daily net
assets. The Fund will not reimburse the Adviser for any advisory fees which
are waived or Portfolio expenses which the Adviser may bear on behalf of the
Portfolio for a given fiscal year.

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

ADVISER'S HISTORICAL PERFORMANCE

Below are certain performance data provided by the Adviser pertaining to the
portion of a separately managed account of the Adviser that was managed with
substantially similar (although not necessarily identical) objective, policies
and strategies as those of the Equity Portfolio. The investment returns of the
Equity Portfolio may differ from those of the separately managed account be-
cause such separately managed account may have had fees and expenses that dif-
fer from those of the Equity Portfolio. Further, the separately managed ac-
count was not subject to investment limitations, diversification requirements
and other restrictions imposed by the Investment Company Act of 1940 and In-
ternal Revenue Code; such conditions, if applicable, may have lowered the re-
turns for the separately managed account. The results presented are not in-
tended to predict or suggest the return to be experienced by the Equity Port-
folio or the return an investor might achieve by investing in the Equity Port-
folio.

26
<PAGE>

INVESTMENT COUNSELORS OF MARYLAND (ICM) VALUE EQUITY*

(PERCENTAGE RETURNS -- NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
S&P
CALENDAR YEARS ICM 500
- -------------- ----- -----
<S> <C> <C>
11/1/90-12/31/90.................................................. 14.34% 9.43%
1991.............................................................. 29.11% 30.47%
1992.............................................................. 19.79% 7.62%
1/1/93-10/31/93................................................... 11.79% 9.81%
36 Months ended 10/31/93
Annualized...................................................... 25.51% 19.05%
Cumulative...................................................... 97.69% 68.72%
36 Month Mean..................................................... 1.97% 1.51%
Two-Year Calendar Mean............................................ 24.45% 19.05%
Value of $1 invested during 3 years (11/1/90-10/31/93).......... $1.98 $1.69
</TABLE>

Notes:

1. The ANNUALIZED RETURN is calculated from monthly data, allowing for com-
pounding. Market Value of the account was the sum of the account's total
assets, including cash, cash equivalents, short-term investments, and secu-
rities valued at current market prices.

2. The CUMULATIVE RETURN means that $1 invested in the separately managed ac-
count on 11/1/90 had grown to $1.98 by 10/31/93.

3. The TWO-YEAR MEAN is the arithmetic average of the annual calendar year re-
turns for the years listed. The 36-month mean is the arithmetic average of
the monthly returns for the period 11/1/90-10/31/93.

4. The S&P 500 is an unmanaged index which assumes reinvestment of dividends
and is generally considered representative of securities similar to those
invested in by the Adviser for the purpose of the performance numbers set
forth above.

5. The Adviser's average annual management fee over the three-year period
(11/1/90-10/31/93) was 0.625% or 62.5 basis points.

* As of the inception date of the Equity Portfolio, ICM stopped separately
managing this portion of the account. The tax advantaged retirement plan
assets comprising such account were transferred to the ICM Equity Portfo-
lio, which began operations on 10/1/93 and utilizes a substantially similar
value equity style.

ADMINISTRATIVE SERVICES

27
<PAGE>

UAMFSI has subcontracted some of these services to Chase Global Funds Services
Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mutual Funds
Service Agreement dated April 15, 1996. CGFSC is located at 73 Tremont Street,
Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Small Company Portfolio................................................ 0.04%
Equity Portfolio....................................................... 0.06%
</TABLE>

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each

28
<PAGE>

Portfolio. The Agreements direct the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolios. If consistent with the interests of the Portfolios, the Ad-
viser may select brokers on the basis of research, statistical and pricing
services these brokers provide to the Portfolios in addition to required bro-
ker services. Such brokers may be paid a higher commission than that which an-
other qualified broker would have charged for effecting the same transaction,
provided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that the commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more other clients served by the Adviser is
considering a purchase at or about the same time, transactions in such securi-
ties will be allocated among the Portfolio and clients in a manner deemed fair
and reasonable by the Advisor. Although there is no specified formula for al-
locating such transactions, allocations are subject to periodic review by the
Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Board of Directors has the power to designate one
or more series or classes of shares of common stock and to classify or reclas-
sify any unissued shares. At its discretion, the Board of Directors may create
additional Portfolios and Classes of shares of the Fund.

In addition to the Institutional Class Shares offered by this Prospectus,
the Board of Directors of the Fund has authorized Institutional Service Class
Shares and Advisor Class Shares, which are not currently being offered by
these Portfolios.

29
<PAGE>

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

INDEPENDENT ACCOUNTANTS

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

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

30
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sirach Bond 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

TS&W Balanced Portfolio

31
<PAGE>

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

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

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The McKee Portfolios

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 12
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 21
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 25
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Administrative Services.................................................... 28
Distributor................................................................ 29
Portfolio Transactions..................................................... 30
General Information........................................................ 30
UAM Funds -- Institutional Class Shares.................................... 32
</TABLE>
<PAGE>

UAM FUNDS THE MCKEE PORTFOLIOS
INSTITUTIONAL CLASS SHARES

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

PROSPECTUS--JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series, (known as
"Portfolios") each of which has different investment objectives and investment
policies. The McKee Portfolios currently offer only one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of four
no-load Portfolios of the Fund managed by C.S. McKee & Co., Inc.: McKee U.S.
Government Portfolio, McKee Domestic Equity Portfolio, McKee International Eq-
uity Portfolio, each a non-diversified Portfolio, and McKee Small Cap Equity
Portfolio, a diversified Portfolio.

MCKEE U.S. GOVERNMENT PORTFOLIO. The objective of the McKee U.S. Government
Portfolio (the "U.S. Government Portfolio") is to achieve a high level of cur-
rent income consistent with preservation of capital by investing primarily in
U.S. Treasury and Government agency securities.

MCKEE DOMESTIC EQUITY PORTFOLIO. The objective of the McKee Domestic Equity
Portfolio (the "Domestic Equity Portfolio") is to achieve a superior long-term
total return over a market cycle by investing primarily in equity securities
of U.S. issuers.

MCKEE INTERNATIONAL EQUITY PORTFOLIO. The objective of the McKee Interna-
tional Equity Portfolio (the "International Equity Portfolio") is to achieve a
superior long-term total return over a market cycle by investing primarily in
the equity securities of non-U.S. issuers.

MCKEE SMALL CAP EQUITY PORTFOLIO. The objective of the McKee Small Cap Eq-
uity Portfolio (the "Small Cap Equity Portfolio") is to achieve a superior
long-term total return by investing primarily in the equity securities of
small companies.

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

FUND EXPENSES

The following table illustrates the expenses and fees which shareholders of
the Portfolios will incur. The Fund does not charge shareholder transaction
expenses. However, transaction fees may be charged if a broker-dealer or other
financial intermediary deals with the Fund on your behalf. (See "PURCHASE OF
SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL SMALL CAP
GOVERNMENT EQUITY EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Sales Load Imposed on Purchases.. NONE NONE NONE NONE
Sales Load Imposed on Reinvested
Dividends...................... NONE NONE NONE NONE
Deferred Sales Load.............. NONE NONE NONE NONE
Redemption Fees.................. NONE NONE NONE NONE
Exchange Fee..................... NONE NONE NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
U.S. DOMESTIC INTERNATIONAL SMALL CAP
GOVERNMENT EQUITY EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Investment Advisory Fees.......... 0.45% 0.65% 0.70% 1.00%
12b-1 Fees........................ NONE NONE NONE NONE
Other Expenses.................... 0.24% 0.15% 0.11% 0.12%
Administrative Fees.............. 0.25% 0.14% 0.17% 0.10%
----- ----- ----- -----
Total Operating Expenses+......... 0.94% 0.94% 0.98% 1.22%
===== ===== ===== =====
</TABLE>
- -----------

+ The Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Portfolios
would not differ from the figures shown in the table.

1
<PAGE>

The above table shows the various fees and expenses an investor in the Port-
folios would bear directly or indirectly. The fees and expenses are based on
the U.S. Government, Domestic Equity and International Equity Portfolios' op-
erations during the fiscal year ended October 31, 1997. The fees and expenses
for the Small Cap Equity Portfolio are based on estimated amounts for its
first year of operations assuming average daily net assets of $65 million. The
Portfolio commenced operations on November 4, 1997.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise pay-
able by the Small Cap Equity Portfolio, if necessary, in order to reduce the
Portfolio's expense ratio. As of the date of this Prospectus, the Adviser has
agreed to keep the annual total operating expenses of the Small Cap Equity
Portfolio from exceeding 1.75% of average daily net assets. The Fund will not
reimburse the Adviser for any advisory fees waived or expenses that the Ad-
viser may bear on behalf of the Portfolio.

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Government Portfolio.................... $10 $30 $52 $115
Domestic Equity Portfolio.................... $10 $30 $52 $115
International Equity Portfolio............... $10 $31 $54 $120
Small Cap Equity Portfolio................... $12 $39 * *
</TABLE>
- -----------

* As the Small Cap Equity Portfolio began operations on November 4, 1997, the
Fund has not projected expenses beyond the three year period shown.

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

C.S. McKee & Co., Inc. (the "Adviser"), an investment counseling firm estab-
lished in 1931, serves as investment adviser to the Portfolios. The Adviser
presently manages over $3.5 billion in assets for institutional clients. (See
"INVESTMENT ADVISER.")

PURCHASE OF SHARES

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

DIVIDENDS AND DISTRIBUTIONS

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

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed at any time, without cost, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of the Portfolios may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

ADMINISTRATIVE SERVICES

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

3
<PAGE>

RISK FACTORS

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 Domestic Equity Portfolio,
International Equity Portfolio and Small Cap Equity Portfolio may each invest
in securities of foreign issuers, which may involve greater risks than invest-
ments in domestic securities, such as foreign currency risks. In addition,
since the International Equity Portfolio may invest in the securities of for-
eign issuers of developing countries, the Portfolio may be subject to addi-
tional risks (See "INVESTMENT POLICIES"); (2) Common stocks of companies which
have small market capitalization may exhibit greater market volatility than
common stocks of companies which have larger capitalization; (3) Fixed income
securities in which the Portfolios may invest will be affected by general
changes in interest rates resulting in increases or decreases in the value of
the obligations held by the Portfolios. The value of fixed income securities
held by a Portfolio can be expected to vary inversely with changes in interest
rates; as interest rates decline, the market value of fixed income securities
tends to increase and vice versa; (4) The U.S. Government, Domestic Equity and
International Equity Portfolios are classified as non-diversified under the
Investment Company Act of 1940, as amended (the "1940 Act"). These Portfolios
may invest a greater proportion of their total assets in the securities of a
smaller number of issuers and, as a result, will be subject to a greater risk
with respect to their securities; and (5) Each Portfolio may use investment
practices such as repurchase agreements, when-issued, forward delivery and de-
layed settlement securities and lending of securities. (See "OTHER INVESTMENT
POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Interna-
tional Equity, Domestic Equity and U.S. Government Portfolios' Institutional
Class Shares. These tables are part of the Portfolios' Financial Statements,
which are included in the Portfolios' 1997 Annual Report to Shareholders. The
Financial Statements have been included in the Portfolios' SAI. The Portfo-
lios' Financial Statements have been audited by Price Waterhouse LLP. Their
unqualified opinion on the Financial Statements is also included in the SAI.
Please read the following information in conjunction with the Portfolios' 1997
Annual Report to Shareholders. The Small Cap Equity Portfolio had not com-
menced operations as of the end of the fiscal year ended October 31, 1997.

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------- MAY 26, 1994**
OCTOBER 31, OCTOBER 31, OCTOBER 31, TO OCTOBER 31,
1997 1996 1995 1994
----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period................. $ 10.55 $ 10.03 $ 10.40 $ 10.00
Income From Investment
Operations
Net Investment Income...... 0.11 0.09 0.11 0.04
Net Realized and Unrealized
Gain (Loss)............... 2.01 0.73 (0.39) 0.39
-------- ------- ------- -------
Total From Investment
Operations................ 2.12 0.82 (0.28) 0.43
-------- ------- ------- -------
Distributions:
Net Investment Income...... (0.11) (0.09) (0.09) (0.03)
Net Realized Gain.......... (0.14) (0.21) -- --
-------- ------- ------- -------
Total Distributions........ (0.25) (0.30) (0.09) (0.03)
-------- ------- ------- -------
Net Asset Value, End of
Period.................... $ 12.42 $ 10.55 $ 10.03 $ 10.40
======== ======= ======= =======
Total Return............... 20.31% 8.29% (2.69)% 4.31%***
======== ======= ======= =======
Ratios and Supplemental
Data
Net Assets, End of Period
(Thousands)............... $103,050 $91,224 $74,893 $37,257
Ratio of Expenses to
Average Net Assets........ 0.98% 1.01% 0.97% 1.12%*
Ratio of Net Investment
Income to
Average Net Assets......... 0.95% 0.92% 1.16% 0.97%*
Portfolio Turnover Rate.... 29% 9% 7% 11%
Average Commission Rate
Paid#..................... $ 0.0428 $0.0560 N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................... 0.98% 1.01% 0.96% N/A
</TABLE>
- -----------

* Annualized

** Commencement of operations

*** Not annualized

# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

DOMESTIC EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED MARCH 2,
OCTOBER 31 1995** TO
----------------- OCTOBER 31,
1997 1996 1995
-------- ------- -----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period.......... $ 13.38 $ 11.44 $10.00
Income From Investment Operations
Net Investment Income......................... 0.10 0.10 0.08
Net Realized and Unrealized Gain.............. 3.92 2.08 1.43
-------- ------- ------
Total From Investment Operations.............. 4.02 2.18 1.51
-------- ------- ------
Distributions:
Net Investment Income......................... (0.10) (0.09) (0.07)
Net Realized Gain............................. (0.44) (0.15) --
-------- ------- ------
Total Distributions........................... (0.54) (0.24) (0.07)
-------- ------- ------
Net Asset Value, End of Period................ $ 16.86 $ 13.38 $11.44
======== ======= ======
Total Return+................................. 30.96% 19.31% 15.13%***
======== ======= ======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)......... $107,389 $62,170 $6,427
Ratio of Expenses to Average Net Assets+...... 0.94% 0.99% 1.08%*
Ratio of Net Investment Income to Average Net
Assets+..................................... 0.64% 0.93% 1.12%*
Portfolio Turnover Rate....................... 47% 42% 27%
Average Commission Rate Paid#................. $0.0497 $0.0482 N/A
Voluntary Waived Fees and Expenses Assumed by
the Adviser Per Share....................... N/A $ 0.00 $ 0.11
Ratio of Expenses to Average Net Assets
Including Expense Offsets................... 0.94 0.99% 1.00%
</TABLE>
- -----------

* Annualized

** Commencement of operations

*** Not annualized

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.

# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

U.S. GOVERNMENT PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31, MARCH 2, 1995**
---------------- TO OCTOBER 31,
1997 1996 1995
------- ------- ---------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 10.58 $ 10.76 $10.00
Income From Investment Operations
Net Investment Income..................... 0.54 0.46 0.28
Net Realized and Unrealized Gain (Loss)... 0.25 (0.07)++ 0.71
------- ------- ------
Total From Investment Operations.......... 0.79 0.39 0.99
------- ------- ------
Distributions:
Net Investment Income..................... (0.53) (0.44) (0.23)
Net Realized Gain......................... -- (0.13) --
------- ------- ------
Total Distributions....................... (0.53) (0.57) (0.23)
------- ------- ------
Net Asset Value, End of Period............ $ 10.84 $ 10.58 $10.76
======= ======= ======
Total Return.............................. 7.73% 3.77%+ 9.96%***+
======= ======= ======
Ratios and Supplemental Data
Net Assets, End of Period (Thousands)..... $57,527 $23,118 $6,069
Ratio of Expenses to Average Net Assets... 0.94% 1.13% 0.89%*
Ratio of Net Investment Income to Average
Net Assets.............................. 5.67% 5.39% 5.39%*
Portfolio Turnover Rate................... 124% 83% 104%
Voluntary Waived Fees and Expenses Assumed
by the Adviser Per Share................ N/A $ 0.01 $ 0.10
Ratio of Expenses to Average Net Assets
Including Expense Offsets............... 0.94% 1.13% 0.85%*
</TABLE>
- -----------

* Annualized

** Commencement of operations

*** Not annualized

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.

++ The amount shown for the year ended October 31, 1996 for a share
outstand- ing throughout the period does not accord with the aggregate
net gains on investments for that period because of the timing of sales
and repurchases of Portfolio shares in relation to fluctuating market
value of the investments of the Portfolio.

7
<PAGE>

INVESTMENT OBJECTIVES

The objective of the U.S. GOVERNMENT PORTFOLIO is to achieve a high level of
current income consistent with preservation of capital by investing primarily
in U.S. Treasury and Government agency securities.

The objective of the DOMESTIC EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in equity
securities of U.S. issuers.

The objective of the INTERNATIONAL EQUITY PORTFOLIO is to achieve a superior
long-term total return over a market cycle by investing primarily in the eq-
uity securities of non-U.S. issuers.

The objective of the SMALL CAP EQUITY PORTFOLIO is to achieve a superior
long-term total return by investing primarily in the equity securities of
small companies.

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

INVESTMENT POLICIES

U.S. GOVERNMENT PORTFOLIO. The U.S. Government Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in securities issued by the U.S. Treasury and U.S. Government
agencies and instrumentalities. Because the Adviser will actively manage the
Portfolio, investments in U.S. Government and agency securities will reflect
the Adviser's outlook for the direction of interest rates. Based on this out-
look, the average weighted maturity of the Portfolio is expected to fluctuate
between 5 years and 15 years.

U.S. Government Securities in which the Portfolio will invest are U.S. Trea-
sury securities consisting of Treasury Bills, Treasury Notes and Treasury
Bonds. Some other government securities in which the Portfolio may invest are
securities of the Federal Housing Administration, the Government National
Mortgage Association, the Department of Housing and Urban Development, the Ex-
port-Import Bank, the Farmers Home Administration, the General Services Admin-
istration, the Maritime Administration and the Small Business Administration.

The balance of the Portfolio's assets may be invested in repurchase agree-
ments collateralized by such securities mentioned above, investment grade cor-
porate asset-backed securities and agency mortgage-backed securities. The
Portfolio will invest in corporate bonds rated no lower than Baa by Moody's
Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Rating Serv-
ices ("S&P") at the time of their purchase. Securities rated Baa by Moody's or
BBB by S&P may possess speculative characteristics and may be more sensitive
to changes in the economy and the financial condition of issuers than higher
rated

8
<PAGE>

bonds. It is the Adviser's intention that the Portfolio's investments will be
limited to investment grade securities. However, the Adviser reserves the
right to retain securities which are downgraded by one or both of the rating
agencies if, in the Adviser's judgment, the retention of the securities is
warranted. The SAI for the Portfolios contains a description of corporate bond
ratings. The Portfolio will invest in asset-backed securities rated no lower
than the top two rating categories by Moody's and S&P at the time of their
purchase. The Portfolio may also invest up to 25% of its assets in short-term
securities and cash equivalents. (See "SHORT-TERM INVESTMENTS.")

DOMESTIC EQUITY PORTFOLIO. The Domestic Equity Portfolio intends to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in equity securities of U.S. companies with medium to large mar-
ket capitalizations. These issuers will be listed on a national exchange or
traded over the counter. The stock selection process begins with an initial
screening of over 1,600 stocks by price/earnings ratios, earnings momentum and
earnings surprise to identify potentially undervalued securities. Through the
use of fundamental security analysis, company management interviews and as-
sessment of opinions of street analysts and consultants, a portfolio of stocks
is selected that demonstrates the best combination of value and earnings mo-
mentum. Broad diversification is achieved by maintaining exposure to most ma-
jor economic sectors and industries. The Adviser plans to maintain a fully in-
vested posture, holding limited cash reserves only when the market appears
vulnerable to decline.

The Portfolio intends to invest primarily in U.S.-based companies. In addi-
tion, the Portfolio may purchase shares of foreign-based companies in the form
of American Depositary Receipts ("ADRs"). Investments in ADRs, which are
domes- tic securities representing ownership rights in foreign companies, gen-
erally will not exceed 10% of the Portfolio's assets. ADRs may be sponsored or
unsponsored. Sponsored ADRs are established jointly by a depositary and the
underlying issuer, whereas unsponsored ADRs may be established without partic-
ipation by the underlying issuer. Holders of an unsponsored ADR generally bear
all the costs associated with establishing the unsponsored ADR. The depositary
of an unsponsored ADR is under no obligation to distribute shareholder commu-
nications received from the underlying issuer or to pass through to the hold-
ers of the unsponsored ADR voting rights with respect to the deposited securi-
ties or pool of securities.

The Portfolio may also purchase U.S. Treasury and Government agency securi-
ties, short-term securities and cash equivalents. (See "SHORT-TERM INVEST-
MENTS.")

INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio intends
to achieve its objective by investing at least 65% of its total assets in the
equity securities of at least three countries other than the U.S. The invest-
ment process

9
<PAGE>

employed by the Adviser begins with an initial screening of over 4,000 stocks
which are generally traded on a national exchange and selected from the
investable non-U.S. markets. These securities are ranked by their price-
/earnings ratios, price/cash flow ratios, price/book value ratios and earnings
momentum. Stock selection is then based on identifying the most fundamentally
attractive securities as defined by the screening process.

The Portfolio will attempt to minimize risk through systematic country and
economic sector diversification. The Portfolio will be managed in a manner
which will maintain deliberate allocations to most major markets and indus-
tries within the Morgan Stanley Capital International EAFE Index (the "In-
dex"). However, stocks may be purchased which are not included in countries
and industries comprising the Index. Based on this strategy the Portfolio will
generally hold more than 50 stocks selected from at least 15 countries.

Investments in securities of foreign issuers involve somewhat different in-
vestment risks from those affecting securities of domestic issuers. There may
be limited publicly available information with respect to foreign issuers, and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those of domestic compa-
nies. There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than in the United States.
Many foreign securities markets have substantially less volume than United
States securities exchanges, and securities of some foreign issuers are less
liquid and more volatile than securities of comparable domestic issuers. Bro-
kerage commissions and other transaction costs on foreign securities exchanges
are generally higher than in the United States. Dividends and interest paid by
foreign issuers may be subject to withholding and other foreign taxes which
may decrease the net return on foreign investments as compared to dividends
and interest paid by domestic companies. Additional risks include future po-
litical and economic developments, the possibility that a foreign jurisdiction
might impose or change withholding taxes on income payable with respect to
foreign securities, the possible adoption of foreign governmental restrictions
such as exchange controls, and in the event of a default on a foreign debt ob-
ligation, it may be more difficult for the Portfolio to obtain or enforce a
judgment against the issuers of the obligation.

The Portfolio may invest a portion of its assets in securities of issuers in
developing countries. Investing in the foreign securities of developing coun-
tries

10
<PAGE>

presents additional considerations. The economies of individual developing
countries may differ favorably or unfavorably from the United States economy
in such respects as growth of gross domestic product, rate of inflation, cur-
rency depreciation, capital reinvestment, resource self-sufficiency and bal-
ance of payments position. Further, the economies of developing countries gen-
erally are heavily dependent upon international trade and accordingly, have
been and may continue to be adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. The economies also may have been, and may continue to be, adversely af-
fected by economic conditions in the countries with which they trade.

With respect to any developing country, there is a possibility of national-
ization, or confiscatory taxation, repatriation of investment income, capital
and the proceeds of sales by foreign investors, political changes, governmen-
tal regulation, social instability or diplomatic developments (including war)
which could adversely affect the economies of such countries or the value of
the Portfolio's investment in those countries. In addition, it may be diffi-
cult to obtain and enforce a judgment in a court outside the United States.

The Portfolio may also invest in ADRs, which are discussed above, and may
purchase short-term collective investment funds and money market funds. The
Portfolio's investment policy provides for it to be fully invested in common
stocks and stock equivalents. However, the Portfolio may hold a portion of its
assets in cash to meet day-to-day operating needs and for other appropriate
purposes. The Portfolio may also invest a portion of its assets in short-term
securities and cash equivalents. (See "SHORT-TERM INVESTMENTS.")

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

SMALL CAP EQUITY PORTFOLIO. The Small Cap Equity Portfolio intends to
achieve its objective by investing, under normal circumstances, at least 65%
of its total assets in equity securities of companies with market capitaliza-
tions of less than $1 billion at the time of initial purchase. The equity se-
curities in which the Portfolio will invest will consist of common stock, pre-
ferred stock, convertible

11
<PAGE>

preferred stock, convertible bonds, rights and warrants. However, under normal
circumstances, at least 75% of the Portfolio will be invested in common stock.

The stock selection process begins with an initial screening of 800 stocks
to identify companies with the best combination of 1) low price-earnings ra-
tios, 2) strong current earnings momentum, 3) positive earnings surprises and
4) superior future earnings growth. Stocks in the top 25% of each economic
sector, as determined by the above screens, will form the Adviser's focus list
of 200 companies. Using fundamental analysis, the Adviser will choose stocks
that will comprise the Portfolio from that list. Broad allocation is achieved
by maintaining exposure to most major economic sectors and industries. The Ad-
viser will use adjusted Russell 2000 economic sector weights as guidelines
around which exposure can vary by plus or minus 50%. A strict selling disci-
pline will be applied when stocks, under normal circumstances, decline signif-
icantly in ranking within 50% of their sector universes. Stocks will also be
sold when they reach the price objectives set for them by the Adviser.

The Portfolio intends to invest primarily in U.S.-based companies. In addi-
tion, the Portfolio may purchase shares of foreign-based companies in the form
of ADRs, which are discussed above. (See "DOMESTIC EQUITY PORTFOLIO.") Invest-
ments in ADRs usually will not exceed 10% of the Portfolio's assets.

The Portfolio may also purchase U.S. Treasury and Government agency securi-
ties, short-term securities and cash equivalents. (See "SHORT-TERM INVEST-
MENTS.")

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 S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quali-
ty.

12
<PAGE>

LENDING OF SECURITIES

13
<PAGE>

committed to loans. During the term of a loan, the Portfolio is subject 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 cred-
itworthiness of the broker, dealer or institution, will be considered by the
Adviser in making decisions about securities lending.

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

WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. Such transactions will be limited to
20% of the Portfolios' assets. "When-issued" or "forward delivery" refers to
securities whose terms and indenture are available and for which a market ex-
ists, but which are not available for immediate delivery. When-issued and for-
ward de-livery transactions may be expected to occur a month or more before
delivery is due. Delayed settlement is a term used to describe settlement of
securities transactions in the secondary market, which will occur sometime in
the future. No payment or delivery is made by the Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain
cash or liquid securities at least equal to the value of purchase commitments
until payment is made. Such segregated securities will either mature or, if
necessary, be sold on or before the settlement date. A Portfolio receives no
income from "when-issued," "delayed settlement," or "forward-delivery" securi-
ties prior to delivery of such securities although it may earn income on secu-
rities 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

The portfolio turnover rate for the Small Cap Equity Portfolio is not ex-
pected to exceed 75%. In addition to Portfolio trading costs, higher rates
(100% or more) 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"

14
<PAGE>

present the U.S. Government, Domestic Equity and International Equity Portfo-
lios' 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 investing Portfolio's assets invested in the DSI
Money Market Portfolio, the investing Portfolio's adviser will waive its in-
vestment advisory fee and any other fees earned as a result of the Portfolio's
investment in the DSI Money Market Portfolio. The investing Portfolio will
bear expenses of the DSI Money Market Portfolio on the same basis as all of
its other shareholders.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 15%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered fair value of such securities.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, each
Portfolio may invest in futures and options and interest rate futures con-
tracts. Because transaction costs associated with futures and options may be
lower than the costs of investing in the securities directly, the use of index
futures and options to facilitate cash flows may reduce a Portfolio's overall
transaction costs. Each Portfolio may enter into futures contracts provided
that not more than 5% of its total assets are at the time of acquisition re-
quired as margin deposit to secure obligations

15
<PAGE>

under such contracts. A Portfolio will engage in futures and options transac-
tions for hedging purposes only and not for speculative purposes.

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

INVESTMENT LIMITATIONS

The U.S. Government, Domestic Equity and International Equity Portfolios
will not:
(a) with respect to 50% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the government of the U.S. or any agency or instrumentality
thereof);
(b) with respect to 50% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

The Small Cap Equity Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the government of the U.S. or any agency or instrumentality
thereof);
(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

In addition, each Portfolio will not:
(c) invest more than 5% of its assets at the time of purchase in the secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;
(d) invest more than 25% of its assets in companies within a single indus-
try; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies
when the Portfolio adopts a temporary defensive position;

16
<PAGE>

(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 and the Rules and Regulations or inter-
pretations of the SEC;
(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% of the Portfolio's gross assets valued at the lower of market or
cost, and (ii) the Portfolio may not purchase additional securities
when borrowings exceed 5% of total assets; or
(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.

The Portfolios' investment objectives and investment limitations (a), (b),
(d), (e) and (f)(i) are fundamental and may be changed only with the approval
of the holders of a majority of the outstanding shares of each Portfolio. If a
percentage limitation on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in per-
centage resulting from changes in the value or total cost of a Portfolio's as-
sets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or a designated Service Agent. (See "VALUATION OF
SHARES.") The required minimum initial investment for each Portfolio is
$2,500. For all the Portfolios, the minimum initial investment for IRA ac-
counts is $500. The minimum initial investment for spousal IRA accounts is
$250. Certain exceptions may be permitted by the officers of the Fund.

17
<PAGE>

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 pro-
vide shareholder services to their customers that are not available to a
shareholder dealing directly with the Fund. A salesperson and any other person
entitled to receive compensation for selling or servicing Portfolio shares may
receive different compensation with respect to one particular class of shares
over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

Complete and sign an Application, and mail it, together with a check payable
to "UAM Funds" to:

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

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined
after receipt. Payment does not need to be converted into Federal Funds
(monies credited to the Fund's Custodian Bank by a Federal Reserve Bank)
before the Fund will accept it for investment. The Fund will not accept third-
party checks to purchase shares of the Portfolios. If you purchase shares by
check, please be sure that your check is made payable to the "UAM Funds."

BY WIRE

. Telephone the UAM Funds Service Center and provide the account name,
address, telephone number, social security or taxpayer identification
number, Portfolio selected, amount being wired and the name of the
bank wiring the funds. The call must be received prior to the close
of

18
<PAGE>

regular trading on the NYSE (generally 4:00 p.m. Eastern Time) to re-
ceive that day's price. An account number and a wire control number
will then be provided to you in addition to wiring instructions. Next,

. Instruct your bank to wire the specified amount to the Fund's Custodi-
an:

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name _____________
Your Account Number ______________
Your Account Name _______________
Wire Control Number ______________

(assigned by the UAM Funds Service Center)

. Forward a completed Application to the Fund. Federal Funds purchases
will be accepted only on a day on which both the NYSE and the Custo-
dian Bank are open for business.

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as pos-
sible. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired
funds, but no charge is currently imposed by this service. It is nec-
essary to obtain a new wire control number every time money is wired
into an account in the Portfolio. Wire control numbers are effective
for one transaction only and cannot be used more than once. Wired
money that is not properly identified with a currently effective wire
control number will be returned to the bank from which it was wired
and will not be credited to the shareholder's account.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment for each Portfolio is $100. Shares may be purchased at net asset
value by mailing a check to the UAM Funds Service Center (payable to "UAM
Funds") at the above address or by wiring monies to the Custodian Bank using
the instructions outlined above. When making additional investments, be sure
that the account number, account name, and the Portfolio to be purchased are
specified on the check or wire. Prior to wiring additional investments, notify
the UAM Funds Service Center at the telephone number on the cover of this Pro-
spectus. Mail orders should include, when possible, the "Invest by Mail" stub
which accompanies any Fund confirmation statement.

PURCHASE BY ACH

If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should com -

19
<PAGE>

plete the appropriate sections of the Account Application and attach a voided
check or deposit slip to the Account Application. This option must be estab-
lished on your account at least 15 days prior to your initiating an ACH trans-
action. (See "SHAREHOLDER SERVICES -- AUTOMATIC INVESTMENT PLAN.")

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to a
Portfolio's performance and its shareholders. Accordingly, if the Fund's man-
agement determines that an investor is engaged in excessive trading, the Fund,
with or without prior notice, may reject in whole or part any purchase request
with respect to such investor's account. Such investors also may be barred
from purchasing other Portfolios of the Fund. Purchases of a Portfolio's
shares will be made in full and fractional shares of the Portfolio calculated
to three decimal places. Certificates for fractional shares will not be is-
sued. Certificates for whole shares will not be issued except at the written
request of the shareholder.

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

The Fund will not accept securities in exchange for shares of a Portfolio
unless:
. at the time of the exchange, such securities are eligible for invest-
ment by the Portfolio (current market quotations must be readily
available for such securities);

20
<PAGE>

. 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 securities)
being exchanged together with other securities of the same issuer
owned by the Portfolio will not exceed 5% of the net assets of the
Portfolio immediately after the transaction.

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

REDEMPTION OF SHARES

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

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

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

21
<PAGE>

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a writ-
ten request signed by each shareholder, with each signature guaran-
teed); and
. 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

22
<PAGE>

Fund may suspend the right of redemption or postpone the date at times when
either the NYSE and Custodian Bank are closed, or under any emergency circum-
stances as determined by the SEC.

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

SHAREHOLDER SERVICES

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

Any such exchange will be based on the net asset value of the shares in-
volved. There is no sales commission or charge of any kind for an exchange.
Before making an exchange into a Portfolio, a shareholder should read its Pro-
spectus and consider the investment objectives and policies of the Portfolio
to be purchased. Call the UAM Funds Service Center for a copy of the Prospec-
tus 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.

23
<PAGE>

upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management determines that an investor is engaged in ex-
cessive trading, the Fund, with or without prior notice, may reject in whole
or part any exchange request, with respect to such investor's account. Such
investors also may be barred from exchanging into other Portfolios of the
Fund. For additional information regarding responsibility for the authenticity
of telephoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE" above.
An exchange into another UAM Funds Portfolio may result in a capital gain or
loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

An Automatic Investment Plan permits shareholders of a Portfolio with a min-
imum value of $2,500 or more to purchase shares automatically (minimum of $100
per transaction) at regular intervals selected by the shareholder. Provided
the shareholder's bank or other financial institution allows automatic with-
drawals, shares are purchased by transferring funds via the Automated Clearing
House ("ACH"). Investments made through ACH will be automatically transferred
from a shareholders's checking, bank money market or NOW account designated by
the shareholder. Such withdrawals are made electronically, if the sharehold-
er's bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

24
<PAGE>

after the redemption date. Because the prices of Fund shares fluctuate, the
number of shares redeemed to finance systematic withdrawal payments of a given
amount will vary from payment to payment. If a shareholder owns shares in more
than one Portfolio, the shareholder must designate the Portfolio from which
the redemptions under a Systematic Withdrawal Plan should be made. A System-
atic Withdrawal Plan may be terminated or suspended at any time by the Fund. A
shareholder may elect at any time, in writing, to terminate participation in
the Systematic Withdrawal Plan. Such written election must be sent to and re-
ceived by the Fund before a termination becomes effective. There is currently
no charge to the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

Equity securities listed on a U.S. securities exchange for which market quo-
tations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken
from the exchange where the security is primarily traded. Unlisted equity se-
curities and listed securities not traded on the valuation date for which mar-
ket quotations are readily available are valued not exceeding the current
asked prices nor less than the current bid prices. Quotations of foreign secu-
rities in a foreign currency are converted to U.S. dollar equivalents. The
converted value is based upon the bid price of the foreign currency against
U.S. dollars quoted by any major bank or by a broker.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed income securities may be valued on
the basis of prices provided by a pricing service when such prices are be-
lieved to reflect the fair market value of such securities. Securities pur-
chased with remaining maturities of 60 days or less are valued at amortized
cost using methods approved by the Fund's Board of Directors.

PERFORMANCE CALCULATIONS

25
<PAGE>

The Portfolios' Annual Report to shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. For a free copy of the Annual Report, contact the
UAM Funds Service Center at the address or telephone number on the cover of
this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

FEDERAL TAXES

Each Portfolio intends to qualify each year as a "regulated investment
company" under subchapter M of the Internal Revenue Code of 1986, as amended,
for federal income tax purposes and to meet all other requirements that are
necessary for it (but not its shareholders) to be exempt generally from fed-
eral 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 main-
tain a portfolio of investments which satisfies certain diversification crite-
ria.

26
<PAGE>

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

Dividends declared in October, November and December to shareholders of rec-
ord in such a month and paid in January of the following year will be deemed
to have been paid by the Fund and received by the shareholders on December 31.

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

INVESTMENT ADVISER

C.S. McKee & Co., Inc. was founded in 1931 and is located at One Gateway
Center, Pittsburgh, PA 15222. The Adviser is a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), a holding company, and provides
investment management services to pension and profit sharing plans, trusts and
endowments, 401(k) and thrift plans, corporations and other institutions and
individuals. As of November 4, 1997, the Adviser has over $3.5 billion in as-
sets under management.

Under Investment Advisory Agreements (the "Advisory Agreements") dated as of
January 24, 1994 and April 9, 1997, C.S. McKee & Co., Inc. manages the invest-
ment and reinvestment of the assets of the Portfolios. The Adviser must adhere
to the stated investment objectives and policies of the Portfolios, and is
subject to the control and supervision of the Fund's Board of Directors.

JOSEPH F. BONOMO, JR. is responsible for the management of the McKee U.S.
Government Portfolio. Mr. Bonomo is Director of Fixed Income and Chief Econo-
mist with the Adviser and has 31 years of investment experience. He joined the
Adviser as Senior Vice President and Director of Fixed Income in 1994

27
<PAGE>

and was previously Senior Vice President of Paul Revere Insurance Company. He
is a graduate of Temple University from which he received his B.S. and M.B.A.,
in Finance and Insurance, and a Ph.D. in Economics.

WALTER C. BEAN is responsible for the management of the McKee Domestic Equi-
ty, McKee International Equity and McKee Small Cap Equity Portfolios. Mr. Bean
is Director of Equities with the Adviser and has 28 years of investment expe-
rience. He joined the Adviser as Senior Vice President and Director of Equi-
ties in 1987 and became an Executive Vice President in 1995. He was previously
Managing Director of First Chicago Investment Advisers. He is a graduate of
Ohio University (BA) and Penn State University (MBA) and is a Chartered Finan-
cial Analyst.

As compensation for its services as an Adviser, the Portfolios pay the Ad-
viser annual fees, in monthly installments, calculated by applying the follow-
ing annual percentage rates to the Portfolios' average daily net assets for
the month:

<TABLE>
<S> <C>
U.S. Government Portfolio.............................................. 0.45%
Domestic Equity Portfolio.............................................. 0.65%
International Equity Portfolio......................................... 0.70%
Small Cap Equity Portfolio............................................. 1.00%
</TABLE>

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

ADMINISTRATIVE SERVICES

28
<PAGE>

UAMFSI's principal office is located at 211 Congress Street, Boston, MA
02110. UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mu-
tual 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 following Portfolio specific fees are the calculated from
the aggregate net assets of each Portfolio:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
U.S. Government Portfolio.............................................. 0.04%
Domestic Equity Portfolio.............................................. 0.04%
International Equity Portfolio......................................... 0.06%
Small Cap 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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the McKee
Portfolios included in this Prospectus. The Agreement continues in effect so
long as it is approved at least annually by the Fund's Board of Directors.
Those approving the Agreement must include a majority of Directors who are
neither parties to such Agreement nor interested persons of any such party.
The Agreement provides that the Fund will bear the costs of the registration
of its shares with the SEC and various states and the printing of its prospec-
tuses, its SAIs and its reports to shareholders.

29
<PAGE>

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios in addition to required
broker services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties Exchange Act of 1934, as amended, and that the Adviser determines in good
faith that the commission is reasonable in terms either of the transaction or
the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Board of Directors to issue three billion shares of common
stock, with a $.001 par value. The Directors have the power to designate one
or more series or classes of shares of common stock and to classify or reclas-
sify any unissued shares with respect to such Portfolios, without further ac-
tion by shareholders. The Board of Directors may create additional Portfolios
and Classes of shares of the Fund at its discretion.

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

30
<PAGE>

addition to the Institutional Class Shares offered by this Prospectus, the
Board of Directors of the Fund has authorized Institutional Service Class
Shares and Advisor Class Shares, which are not currently being offered by
these Portfolios.

As of December 24, 1997, Chase Manhattan Bank, Trustee for Servistar Corp.
Profit Sharing Plan Trust, New York, NY held of record 43.8% of the outstand-
ing shares of the Domestic Equity Portfolio for which ownership is disclaimed
or presumed disclaimed. As of the same date, Chase Manhattan Bank, as Custo-
dian for IBEW Local 317 Electrical Pension Fund, New York, NY held of record
28.2% of the outstanding shares of the U.S. Government Portfolio for which
ownership is disclaimed or presumed disclaimed. The persons or organizations
owning 25% or more of the outstanding shares of a Portfolio may be presumed to
"control" (as that term is defined in the 1940 Act) such Portfolio. As a re-
sult, those persons or organizations could have the ability to vote a majority
of the shares of the Portfolio on any matter requiring the approval of share-
holders of such Portfolio.

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

INDEPENDENT ACCOUNTANTS

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

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

31
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
SAMI Preferred Stock Income Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

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

32
<PAGE>

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

Investment Adviser
C.S. McKee & Co., Inc.
One Gateway Center
Pittsburgh, PA 15222
(412) 566-1234

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The NWQ Portfolios

Institutional
Class Shares

January 22, 1998
P R O S P E C T U S
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 4
Investment Objectives...................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 11
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 17
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 24
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Adviser's Historical Performance........................................... 28
Administrative Services.................................................... 35
Distributor................................................................ 36
Portfolio Transactions..................................................... 36
General Information........................................................ 36
UAM Funds -- Institutional Class Shares.................................... 39
</TABLE>
<PAGE>

UAM FUNDS THE NWQ PORTFOLIOS

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS--JANUARY 22, 1998

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 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 (the "SEC"). The SAI is dated January 22, 1998
and has been incorporated by reference into this Prospectus. For a free copy
of the SAI contact the UAM Funds Service Center at 1-800-638-7983.

<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees that shareholders of
the Portfolios' Institutional Class Shares will incur. The Fund does not
charge shareholder transaction fees. However, transaction fees may be charged
if a broker-dealer or other financial intermediary deals with the Fund on your
behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
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 Fee.... 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
(After Fee Waivers)... 0.48%+ 0.83%+ 0.78%+ 0.00%+
12b-1 Fees.............. NONE NONE NONE NONE
Other Expenses.......... 0.25% 0.22% 0.22% 0.00%
Administrative Fees... 0.27% 0.15% 0.15% 1.00%
---- ---- ---- ----
Total Operating Expenses
(After Fee Waivers)... 1.00%+* 1.20%+* 1.15%+* 1.00%+*
==== ==== ==== ====
</TABLE>
- -----------

+ Until February 28, 1999, 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, Investment Advisory Fees and Total Annual Operating
Expenses for the Balanced and Value Equity Portfolios' Institutional Class
Shares for the fiscal year ended October 31, 1997 would have been 0.70% and
1.22% and 0.70% and 3.83%, respectively, of average daily net assets. The
Fund will not reimburse the

1
<PAGE>

Adviser for advisory fees waived or for expenses that the Adviser may bear
on behalf of the Portfolios for a given fiscal year. It is estimated that
without waiving fees the Investment Advisory Fees and Total Operating Ex-
penses of the Small Cap Value and Special Equity Portfolios' Institutional
Class Shares would be 1.00% and 1.37% and 0.85% and 1.22%, respectively, of
average daily net assets.

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, 1997. 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.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class
Shares................................... $10 $32 $55 $122
Small Cap Value Portfolio Institutional
Class Shares............................. $12 $38 * *
Special Equity Portfolio Institutional
Class Shares............................. $12 $37 * *
Value Equity Portfolio Institutional Class
Shares................................... $10 $32 $55 $122
</TABLE>
- -----------

* As the Small Cap Value and Special Equity Portfolios' Institutional Class
Shares commenced operations as of November 4, 1997, 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 $8 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 permitted 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. Shares of the Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

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. ("Moody's") or BBB by Standard & Poor's Ratings Serv-
ices ("S&P"). These securities 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 Balanced and Special Equity Portfolios will be affected
by general changes in interest rates that may result in an increase or de-
crease 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 ex-
hibit greater market volatility 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"); and (6) Each Portfolio may use various investment
practices including investing in repurchase agreements, when-issued, forward
delivery and delayed settlement securities and lending of securities. (See
"OTHER INVESTMENT POLICIES.")

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 are part of the Portfolios' Finan-
cial Statements, which are included in the Portfolios' 1997 Annual Report to
Shareholders. The Financial Statements are included in the Fund's SAI. The
Portfolios' Financial Statements have been audited by Price Waterhouse LLP and
their unqualified opinion on the Financial Statements is also included in the
SAI. Please read the following information in conjunction with the Portfolios'
1997 Annual Report to Shareholders. The Small Cap Value and Special Equity
Portfolios' Institutional Class Shares were not operational as of October 31,
1997.

4
<PAGE>

<TABLE>
<CAPTION>
VALUE
BALANCED PORTFOLIO EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES INSTITUTIONAL CLASS SHARES
----------------------------------------------- -------------------------------------------------
YEAR YEAR YEAR AUGUST 2, YEAR YEAR YEAR SEPTEMBER 21,
ENDED ENDED ENDED 1994** TO ENDED ENDED ENDED 1994** TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1997 1996 1995 1994 1997 1996 1995 1994
----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD... $ 12.39 $ 11.24 $ 9.84 $10.00 $ 14.13 $ 11.65 $ 9.98 $10.00
------- ------- ------ ------ ------- ------- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income............... 0.31 0.31 0.32 0.06 0.11 0.14 0.12 0.01
Net Realized and
Unrealized Gain
(Loss) on
Investments.......... 2.47 1.21 1.40 (0.19) 4.76 2.49 1.65 (0.03)
------- ------- ------ ------ ------- ------- ------ ------
Total from Investment
Operations.......... 2.78 1.52 1.72 (0.13) 4.87 2.63 1.77 (0.02)
------- ------- ------ ------ ------- ------- ------ ------
DISTRIBUTIONS
Net Investment
Income............... (0.31) (0.30) (0.32) (0.03) (0.12) (0.14) (0.10) --
Net Realized Gain..... (0.05) (0.07) -- -- (0.50) (0.01) -- --
------- ------- ------ ------ ------- ------- ------ ------
Total Distributions.. (0.36) (0.37) (0.32) (0.03) 0.62 (0.15) (0.10) --
------- ------- ------ ------ ------- ------- ------ ------
NET ASSET VALUE,
END OF PERIOD......... $ 14.81 $ 12.39 $11.24 $ 9.84 $ 18.38 $ 14.13 $11.65 $ 9.98
======= ======= ====== ====== ======= ======= ====== ======
TOTAL RETURN+.......... 22.82% 13.68% 17.80% (1.30)%++ 35.77% 22.69% 17.84% (0.20)%++
======= ======= ====== ====== ======= ======= ====== ======
RATIOS AND
SUPPLEMENTAL DATA
Net Assets, End of
Period (Thousands)... $12,697 $ 8,624 $5,334 $1,584 $ 5,097 $ 3,283 $2,464 $ 253
Ratio of Expenses to
Average Net Assets... 1.00% 1.01% 1.04% 1.00%* 1.00% 1.03% 1.21% 1.00%*
Ratio of Net
Investment Income to
Average Net Assets+.. 2.29% 2.79% 3.30% 3.59%* 0.66% 1.11% 1.39% 1.36%*
Portfolio Turnover
Rate................. 20% 31% 31% 1% 31% 25% 4% 0%
Average Commission
Rate#................ $0.0619 $0.0717 N/A N/A $0.0627 $0.0705 N/A N/A
Voluntary Waived Fees
and Expenses Assumed
by the Adviser Per
Share................ $ 0.03 $ 0.14 $ 0.26 $ 0.21 $ 0.46 $ 0.52 $ 0.82 $ 1.06
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets.............. 1.00% 1.00% 1.00% N/A 1.00% 1.00% 1.00% N/A
</TABLE>
- -----------

* Annualized.

** Commencement of operations.

+ Total return would have been lower had the Adviser not waived and assumed
certain expenses during the periods.

++ Not annualized.

# For fiscal years beginning on or after September 1, 1995, a portfolio is re-
quired to disclose the average commission rate per share it paid for portfo-
lio trades on which commissions were charged.

5
<PAGE>

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

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

6
<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 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, or AAA, AA, A or BBB by S&P. The Portfolio may purchase any other
publicly or privately placed unrated security which in the Adviser's opinion,
is of equivalent quality to securities rated investment grade. Securities
rated Baa by Moody's or BBB by S&P may possess speculative characteristics and
may be more sensitive to changes in the economy and the financial condition of
issuers than higher rated bonds. Mortgage-backed securities in which the Port-
folio may invest will either carry a guarantee from an agency of the U.S. Gov-
ernment or a private issuer for the timely payment of principal. The Portfolio
may also invest up to 10% of its total assets in securities rated less than
BBB by S&P or Baa by Moody's. Securities rated below Baa by Moody's or BBB by
S&P are commonly referred to as "junk bonds."

7
<PAGE>

agencies if, in the Adviser's judgment, the retention of the securities is
warranted. The SAI for the Portfolios contains a description of corporate bond
ratings.

THE 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 funda-
mental or bottom-up company analysis is used to seek to achieve the Portfo-
lio's objective. The Adviser's small cap stock selection process combines
qualitative and quantitative valuation criteria. On a qualitative and funda-
mental basis, the Adviser analyzes such factors as management quality, re-
structuring opportunities, improving industry fundamentals, insider stock own-
ership, "franchise" strength, and competitive position. On a quantitative ba-
sis, 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' fi-
nancial 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 inter-
views with management and analysts.

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, se-
curities of foreign based companies may be purchased, if they pass the selec-
tion 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 de-
scription 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 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.

8
<PAGE>

eign securities, and rights and warrants to purchase common stocks. The Port-
folio may also invest in fixed income securities. The fixed income securities
in which the Portfolio may, under normal circumstances, invest 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 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 en-
ter into futures contracts and options. (See "OTHER INVESTMENT POLICIES" for a
discussion of these instruments.)

The portfolio is value oriented and seeks to identify statistically under-
valued companies where a catalyst exists to recognize value or improve a
company's profitability. These catalysts can be new management, industry con-
solidation, company restructuring or a turn in the company's fundamentals. The
stock selection process is driven by strong bottom up fundamental research.
The research team focuses on both quantitative and qualitative valuation mea-
sures. A broad range of quantitative screens is applied such as price to cash
flow, low price to sales, low price to earnings, low price to book value and
quality of earnings. On a qualitative basis we focus on management strength,
competitive position, industry fundamentals and corporate strategy.

As a result of our broader definition of value, NWQ's valuation framework
will include companies valued by traditional statistical measures as well as
relative value, discount to asset break up value and special situations.

The universe from which the Adviser selects securities includes those issued
by companies of varying capitalization. The Adviser invests in large, mid and
small cap companies on an opportunistic basis and does not attempt to time the
market cap cycles. The Portfolio is constructed with companies that possess
the most favorable risk/return characteristics.

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

9
<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 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
companies with above-average statistical value which are in fundamentally at-
tractive industries and which in the Adviser's opinion are undervalued at the
time of purchase. The Portfolio may also invest in other equity-related secu-
rities consisting of convertible bonds, convertible preferred stocks, rights
and warrants. The Adviser will select from a universe of 1100 companies of me-
dium 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 charac-
teristics 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 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.)

10
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, 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 S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quali-
ty.

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, a Portfolio may earn a higher rate of return on investments rela-
tive to what it could earn individually.

REPURCHASE AGREEMENTS

11
<PAGE>

price. The value of the securities purchased will be evaluated daily, and the
Adviser will, if necessary, require the seller to maintain additional securi-
ties 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 Portfolio to experience a loss or de-
lay in the liquidation of the collateral securing the repurchase agreement.
The Portfolio might also incur disposition costs in liquidating the collater-
al. While the Fund's management acknowledges these risks, it is expected that
they can be controlled through stringent security selection criteria and care-
ful monitoring procedures. The Fund has received permission from the SEC to
pool daily uninvested cash balances of the Fund's Portfolios in order to in-
vest in repurchase agreements on a joint basis. By entering into joint repur-
chase agreements, a Portfolio may incur lower transaction costs and earn
higher rates of interest on joint repurchase agreements. Each Portfolio's con-
tribution would determine its return from a joint repurchase agreement. (See
"SHORT-TERM INVESTMENTS.")

LENDING OF SECURITIES

12
<PAGE>

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 necessary, be
sold on or before the settlement date. Typically, no income accrues on securi-
ties purchased on a delayed delivery basis prior to the time delivery is made,
although a Portfolio may earn income on securities it has deposited in a seg-
regated account.

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

PORTFOLIO TURNOVER

Portfolio turnover for the Small Cap Value and Special Equity Portfolios
will be approximately 75% and 100%, respectively. In addition to Portfolio
trading costs, higher rates (100% or more) of portfolio turnover may result in
the realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" for more information on taxation). The Portfolios will not normally
engage in short-term trading, but each reserves the right to do so. The tables
set forth in "Financial Highlights" present the 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.

FOREIGN INVESTMENTS
Investing in foreign securities, including ADRs, may involve additional
risks and considerations which are not typically associated with investing in
securities

13
<PAGE>

issued by U.S. companies. Since stocks of foreign companies are normally de-
nominated in foreign currencies, a Portfolio may be affected favorably or un-
favorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. 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. Additionally, there
may be difficulty in obtaining and enforcing judgments against foreign is-
suers.

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
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

14
<PAGE>

investing in stocks and bonds directly, the use of futures and options to fa-
cilitate 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 bona fide
hedging purposes only and for other purposes (but not speculative) so long as
aggregate initial margins and premiums required in connection with non-hedging
positions do not exceed 5% of the Portfolio's total assets. The Portfolio will
maintain assets sufficient to meet its obligations under such contracts in a
segregated account 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 potentially unlimited loss
that could exceed the amount originally deposited as initial margin. The Port-
folio intends to enter into futures and options transactions only if there ap-
pears to be a liquid 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
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 origi-

15
<PAGE>

nally paid by the Portfolio or less than what may be considered the fair value
of such securities.

INVESTMENT LIMITATIONS

Each Portfolio will not:

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

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

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

(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 10%
(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
permitted by the officers of the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than a Portfolio's pricing on the following business day. If payment is
not received by the Fund's sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of

17
<PAGE>

all subscription and redemption requests, investment information, documenta-
tion 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

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. The Fund will not accept third-party checks to pur-
chase shares of a Portfolio. If you purchase shares by check, please be sure
that your check is made payable to the "UAM Funds."

BY WIRE

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

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
-------------
Your Account Number
-------------
Your Account Name
-------------
Wire Control Number
-------------

(assigned by the UAM Funds Service Center)

18
<PAGE>

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

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.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received by the close of trading on the NYSE (generally 4 p.m.
Eastern Time) 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 re-
serves 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 manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and their shareholders. Accordingly, if the Fund's management de-
termines that an investor is engaged in excessive trading, the Fund,

19
<PAGE>

with or without prior notice, may reject in whole or in part any purchase re-
quest, with request to such investor's account. Such investors also may be
barred from purchasing other Portfolios of the Fund. Purchases of a Portfo-
lio's shares will be made in full and fractional shares of the Portfolio cal-
culated to three decimal places. Certificates for fractional shares will not
be issued. Certificates for whole shares will not be issued except at the
written request of the shareholder.

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

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

. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);

REDEMPTION OF SHARES

Shares of the Portfolios may be redeemed by mail or telephone at any time at
the net asset value next determined after receipt of the redemption request.
No charge is made for redemptions. Any redemption may be more or less than the
purchase price of your shares depending on the market value of the investment
securities held by the Portfolio.

20
<PAGE>

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instruction
if the Fund or Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

21
<PAGE>

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone 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.

22
<PAGE>

counts and certain other accounts will not be subject to automatic
liquidation. Reductions in value that result solely from market activity will
not trigger an involuntary redemption.

SHAREHOLDER SERVICES

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading of the NYSE (generally 4:00 p.m.Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading will be processed on the next business day. The
Fund may modify or terminate the exchange program at any time upon 60 days'
written notice to shareholders, and may reject any exchange request. If the
Fund's management determines that an investor is engaged in excessive trading,
the Fund, with or without prior notice, may reject in whole or part any ex-
change request, with respect to such investor's account. Such investors also
may be barred from exchanging into other Portfolios of the Fund. For addi-
tional information regarding responsibility for the authenticity of telephoned
instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE." An exchange into an-
other UAM Funds' Portfolio is a sale of shares and may result in a gain or
loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

23
<PAGE>

a shareholder's checking, bank money market or NOW account designated by the
shareholder. Such withdrawals are made electronically, if the shareholder's
bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be pur-
chased monthly or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

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

24
<PAGE>

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

25
<PAGE>

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 exclusively by that
class.

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

26
<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 $8 billion in assets under management.

Under Investment Advisory Agreements dated as of January 24, 1994 and August
18, 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>

27
<PAGE>

The Adviser may waive its advisory fees or assume operating expenses other-
wise payable by a Portfolio in order to reduce the Portfolio's expense ratio.
Until February 28, 1999, 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 any other source available to it. When such
service arrangements are in effect, they are made generally available to all
qualified service providers.

ADVISER'S HISTORICAL PERFORMANCE

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the Balanced Portfolio. The performance data
for the managed accounts is net of all fees and expenses. The investment re-
turns of the Balanced Portfolio may differ from those of the separately man-
aged accounts because such separately managed accounts may have fees and ex-
penses that differ from those of the Balanced Portfolio. Further, the sepa-
rately managed accounts are not subject to investment limitations, diversifi-
cation requirements and other restrictions imposed by the 1940 Act and Inter-
nal Revenue Code; such conditions, if applicable, may have lowered the returns
for 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.

28
<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 9/30/97............................... 21.19% 19.77%
Annualized................................................. 15.51% 14.99%
Cumulative*................................................ 869.50% 802.48%
Fifteen-Year Mean (1/1/82-12/31/96)........................ 15.35% 14.75%
Value of $1 invested since inception (1/1/82-9/30/97)...... $9.69 $9.02
</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 $9.69 by September 30, 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.

29
<PAGE>

5. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/97) was .76% or 76 basis points. During the period, fees on the Advis-
er's individual accounts ranged from .30% to 1.0% (30 basis points to 100
basis points). Net returns to investors vary depending on the management
fee.

Below are certain performance data provided by the Adviser pertaining to the
composite of separately managed accounts of the Adviser that are managed with
substantially similar (although not necessarily identical) objectives, poli-
cies and strategies as those of the 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)%
2nd Qtr. '97................................ 18.02% 16.22 % 17.06 %
3rd Qtr. '97................................ 20.68% 14.88 % 15.25 %
Cumulative*................................. 71.98% 33.64 % 22.57 %
Value of $1 invested during
7/1/96-9/30/97............................ $1.72 $1.34 $1.23
</TABLE>
- -----------
* Since inception 7/1/96.

Notes:

30
<PAGE>

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.
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.

4. The Adviser's average annual management fee over the period shown (7/1/96-
9/30/97) was 1.0% 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 de-
pending 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, policies
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 re-
turns of the Special Equity Portfolio may differ from those of the separately
managed accounts because such separately managed accounts may have fees and ex-
penses that differ from those of the Special Equity Portfolio. Further, the
separately managed accounts are not subject to investment limitations, diversi-
fication 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 Special Equity Portfolio.

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%
2nd Qtr. '97........................... 16.46% 17.37% 14.69 % 15.87%
3rd Qtr. '97........................... 16.88% 7.61% 16.08 % 14.12%
Cumulative*............................ 55.76% 40.44% 39.10 % 38.39%
Value of $1 invested during
10/1/96-9/30/97...................... $1.56 $1.40 $1.39 $1.38
</TABLE>
- -----------
* Since inception 10/1/96.

31
<PAGE>

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
October 1, 1996 had grown to $1.56 by September 30, 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.
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
(10/1/96-9/30/97) was 0.57% or 57 basis points, based on the fees paid by
NWQ's special equity accounts. Net returns to investors vary depending on
the management fee, which may be a maximum of 0.85% or 85 basis points.

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.

32
<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 CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1990 had grown to $4.08 by September 30, 1996.

3. 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.

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

5. 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.
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.

33
<PAGE>

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, diversification
requirements and other restrictions imposed by the 1940 Act and Internal Reve-
nue Code; such conditions, if applicable, may have lowered the returns for
separately managed accounts. The results presented are not intended to predict
or suggest the return to be experienced by the Portfolio or the return an in-
vestor might achieve by investing in the Value Equity Portfolio.

NWQ INVESTMENT MANAGEMENT COMPANY--VALUE EQUITY STRATEGY
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
NWQ
INVESTMENT
MANAGEMENT S&P 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 9/30/97........................... 30.60% 29.93%
Annualized............................................. 19.00% 17.86%
Cumulative*............................................ 1,448.88% 1,230.72%
Fifteen-Year Mean (1/1/82-12/31/96).................... 18.78% 17.42%
Value of $1 invested since inception during fifteen
years (1/1/82-9/30/97)............................... $15.49 $13.31
</TABLE>
- -----------
* Since inception 1/1/82.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $18.78 by September 30, 1997.

2. The FIFTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.

34
<PAGE>

4. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/97) was 1.0% or 100 basis points. Based on the maximum fee schedule
for NWQ's equity and balanced accounts of 1.0% 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 June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

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

<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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

35
<PAGE>

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent of the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Portfo-
lios' Institutional Class Shares offered in this Prospectus. The Agreement
continues in effect as long as it is approved at least annually by the Fund's
Board of Directors. Those approving the Agreement must include a majority of
Directors who are not parties to the Agreement or interested persons of any
such party. The Agreement provides that the Fund will bear costs of registra-
tion of its shares with the SEC as well as the printing of its Prospectuses,
its SAIs and its reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios. These Agreements direct the Adviser to use its best efforts to ob-
tain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of the research, statistical and
pricing services they provide to the Portfolios in addition to required broker
services. Such brokers may be paid a higher commission than that which another
qualified broker would have charged for effecting the same transaction, pro-
vided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that the commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the 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

36
<PAGE>

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. The Board of Directors may create ad-
ditional Portfolios and Classes of shares of the Fund in the future at its
discretion.

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

Both Institutional Class and Institutional Service Class Shares represent
interests in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing, and may bear expenses related to
distribution. Service Class shares have exclusive voting rights for matters
relating to such distribution expenditures. The Board of Directors of the Fund
has authorized a third class of shares, Advisor Class Shares, which is not
currently being offered by these Portfolios. Information about the Service
Class Shares of the Portfolios is available upon request by contacting the UAM
Funds Service Center.

As of December 24, 1997, CNA Trust Corporation, Costa Mesa, CA, held of rec-
ord 92.4% of the outstanding shares of the NWQ Small Cap Value Portfolio, and
99.5% of the outstanding shares of the NWQ Special Equity Portfolio, for which
ownership is disclaimed or presumed disclaimed; and Chase Manhattan Bank, New
York, NY held of record 100% of the outstanding shares of the NWQ Value Equity
Portfolio, for which ownership is disclaimed or presumed disclaimed. The per-
sons or organizations owning 25% or more of the outstanding shares of a Port-
folio 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 re-
quiring 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 which bear certain expenses re-
lated to shareholder servicing, may bear expenses related to the distribution
of such shares and have exclusive voting rights with respect to matters relat-
ing 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 Directors will call a
meeting of

37
<PAGE>

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.

38
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio

McKee U.S. Government 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 Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio

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

39
<PAGE>

APPLICATION INSTITUTIONAL CLASS SHARES
UAM FUNDS

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

Express Mail: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913

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

Distributed by UAM Fund Distributors, Inc.

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

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

[_] Custodial/Gift to Minors

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

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

-------------------------------------------------------------------------
Minor's Social Security Number

-------------------------------------------------------------------------
Minor's State of residence

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

[_] *Corporation, Partnership or Other Entity

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

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

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

* Please enclose a corporate resolution which identifies individuals
authorized to conduct transactions in this account.

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

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

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

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

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

-------------------
Specify Country

3 INVESTMENT

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

Fund Code

__________________________________________ _________ $______________

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 DIVIDEND & CAPITAL GAINS
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 ADDITIONAL 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

7 BROKER-DEALER/FINANCIAL PLANNER INFORMATION

- ------------------------------------- -------------------------------------
Dealer Name Address of office servicing
(as it appears on Selling Group account
Agreement)

- ------------------------------------- -------------------------------------
Address of home office City State Zip Code

- ------------------------------------- -------------------------------------
City State Zip Code Representative's Name, Number,
Branch Number

- ------------------------------------- -------------------------------------
Authorized signature of dealer Representative's telephone number

For Internal Use Only

Source: _________________

Code: ___________________

8 INTERESTED PARTY:

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 (tax adviser, 401(k) Plan Administrator, Financial Planner, etc.).
Please add a sheet with additional interested party names and addresses.

- -------------------------------- ---------------------------------------
Name Firm Name (if applicable)

- --------------------------------------------
Address

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

9 AUTOMATIC INVESTMENT PLAN (AIP)

An account balance of at least $2,500 is required.

I hereby authorize and direct the agent to draw on my (our) bank account on a
periodic basis, as indicated in section 11, for investment in my (our)
account. Attached is a voided check of the bank account I/we wish to use
(Initial investments may not be made through the Automatic Investment Plan.)
Please note this privilege will be effective 15 days after UAM Funds receives
this application. If no date is chosen below, your bank account will be
debited on the 15th of the month.

PREFERRED INVESTMENT SCHEDULE (PLEASE CHECK ONE):

[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually

Begin investment on (Enter month/year):________________________________

Debit My (Our) Bank Account and Invest as Follows ($100 Minimum Per Account):

$
-------------------------------------------------------------------------------
Fund Amount

Please be sure to complete the back of this form.

UAM Funds Service Center
<PAGE>

10 SYSTEMATIC WITHDRAWAL PLAN (SWP)

An account balance of at least $10,000 is required.

PREFERRED WITHDRAWAL SCHEDULE:

[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually

[_] 1st or [_] 15th
-------------------------------------------------------------------------------
BEGIN WITHDRAWALS ON (ENTER MONTH/YEAR) DAY OF MONTH

I Elect to Receive a Periodic Payment of ($100 Minimum per account):

$
-------------------------------------------------------------------------------
Fund Amount

- --------------------------------------------------------------------------------
11 BANK INFORMATION
- --------------------------------------------------------------------------------

FOR ACH, WIRE REDEMPTIONS, AIP AND SWP

Your bank account information must be on file in order to exercise telephone
investment privileges. The account name(s) below must match exactly at least
one name in section 1. A blank, voided check is necessary to provide account
and bank routing information and must accompany this application.

-------------------------------------------------------------------------------
Name of Bank ABA number

[_] checking [_] savings
-------------------------------------------------------------------------------
Account Number Account Type

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

Return the following to the address below:

1. This completed application.
2. Voided bank check or deposit slip if applicable.
3. One check made payable to:

UAM Funds

Send to: UAM Funds
P.O. Box 2798
Boston MA 02208-2798

- --------------------------------------------------------------------------------
12 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 #)

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

13 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

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

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

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

. Custodial/Gift Supply minor's Social Security Number.
to Minor

. 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.

Your Mailing Address. Please be sure to provide us with the address at
--------------------
which you wish to receive your mail.

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.

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.

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.

Employment Information. It is required by the National Association of Se-
-------------------------------------------------------------------------
curities Dealers, Inc. to request this information.
--------------------------------------------------

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.

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 11 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.

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)

<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
(310) 712-4000

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The NWQ Portfolios

Institutional Service
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 12
Investment Limitations..................................................... 18
Purchase of Shares......................................................... 19
Redemption of Shares....................................................... 23
Service and Distribution Plans............................................. 25
Valuation of Shares........................................................ 28
Performance Calculations................................................... 29
Dividends, Capital Gains Distributions and Taxes........................... 30
Investment Adviser......................................................... 31
Adviser's Historical Performance........................................... 32
Administrative Services.................................................... 39
Distributor................................................................ 40
Portfolio Transactions..................................................... 40
General Information........................................................ 41
UAM Funds -- Institutional Service Class Shares............................ 43
</TABLE>
<PAGE>

UAM FUNDS THE NWQ PORTFOLIOS

INSTITUTIONAL SERVICE CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

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 the Portfolios and accrue dividends in the same manner, 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 the owners 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 (the "SEC"). The SAI is dated January 22, 1998
and has been incorporated by reference into this Prospectus. For a free copy
of the SAI contact the UAM Funds Service Center at 1-800-638-7983.

<PAGE>

FUND EXPENSES

The following table illustrates the expenses and fees that shareholders of
the Portfolios' Service Class Shares will incur. The Fund does not charge
shareholder transaction fees. However, transaction fees may be charged if a
broker-dealer or other financial intermediary who has established a Share-
holder servicing relationship with the Fund on behalf of its customers. (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 Fee............ 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
(After Fee Waivers)... 0.48 %+ 0.83 %+ 0.78 %+ 0.00 %+
12b-1 Fees (Including
Shareholder
Servicing Fees)**..... 0.40 % 0.40 % 0.40 % 0.40 %
Other Expenses (After
Expenses Assumed)..... 0.25 % 0.22 % 0.22 % 0.00 %
Administrative Fees... 0.27 % 0.15 % 0.15 % 1.00 %
---- ---- ---- ----
Total Operating Expenses
(After Fee Waivers and
Expenses Assumed)..... 1.40 %+* 1.60 %+* 1.55 %+* 1.40 %+*
==== ==== ==== ====
</TABLE>

1
<PAGE>

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

+ Until February 28, 1999, 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
Investment Advisory Fees, Other Expenses and Total Annual Operating Ex-
penses for the Balanced and Value Equity Portfolios' Service Class Shares
for the fiscal year ended October 31, 1997 would have been 0.70%, 0.25% and
1.62%, respectively, and 0.70%, 1.38% and 4.23%, respectively, of average
daily net assets. The Small Cap Value and Special Equity Portfolios' Serv-
ice Class Shares were not yet operational as of October 31, 1997. 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 Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, the Total Operating Expenses of the Balanced
and Value Equity Portfolios' Service Class Shares would not have differed
from the figures shown in the table. The Small Cap Value and Special Equity
Portfolios' Service Class Shares were not yet operational as of October 31,
1997.
** 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, 1997, except that such infor-
mation has been restated to reflect 12b-1 fees. The fees and expenses for the
Small Cap Value and Special Equity Portfolios' Service Class Shares are esti-
mates 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%, respectively, 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 $44 $77 $168
Small Cap Value Portfolio Service Class
Shares................................... $16 $50 * *
Special Equity Portfolio Service Class
Shares................................... $16 $49 * *
Value Equity Portfolio Service Class
Shares................................... $14 $44 $77 $168
</TABLE>
- -----------

* As the Special Equity Portfolio's Service Class Shares commenced operations
as of November 7, 1997, the Fund has not projected expenses beyond the three
year period shown. As of the date of this prospectus, the Small Cap Value
Portfolio has not commenced operations, and therefore has not projected ex-
penses beyond the three year period shown.

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

NOTE TO EXPENSE TABLE
The information set forth in the 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

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 permitted by the officers of the Fund. (See "PURCHASE
OF SHARES.")

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. Shares of each Portfolio may be exchanged for shares of the same class
of any other portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

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.")

4
<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. ("Moody's") or BBB by Standard & Poor's Ratings Serv-
ices ("S&P"). These securities 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 Balanced and Special Equity Portfolios will be affected
by general changes in interest rates that may result in an increase or de-
crease 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 ex-
hibit greater market volatility 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") and (6) Each Portfolio may use various investment
practices including investing in repurchase agreements, when-issued, forward
delivery and delayed settlement securities and lending of securities. (See
"OTHER INVESTMENT POLICIES.")

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 and Value Equity
Portfolios' Service Class Shares and are part of the Portfolios' Financial
Statements, which are included in the Portfolio's 1997 Annual Report to Share-
holders. The Financial Statements are included in the Portfolio's SAI. The
Portfolios' Financial Statements have been audited by Price Waterhouse LLP and
their unqualified opinion on the Financial Statements is also included in the
SAI. Please read the following information in conjunction with the Portfolio's
1997 Annual Report to Shareholders. The Small Cap Value and Special Equity
Portfolios' Service Class Shares were not operational as of October 31, 1997.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO
SERVICE
CLASS SHARES
-----------------------------------
JANUARY 22, 1996**
YEAR ENDED TO
OCTOBER 31, 1997 OCTOBER 31, 1996
---------------- ------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....... $ 12.37 $ 11.57
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................... 0.26 0.21
Net Realized and Unrealized Gain (Loss)
on Investments......................... 2.47 0.78
------- -------
Total from Investment Operations....... 2.73 0.99
------- -------
DISTRIBUTIONS
Net Investment Income.................... (0.25) (0.19)
Net Realized Gain........................ (0.05) --
------- -------
Total Distributions.................... (0.30) (0.19)
------- -------
NET ASSET VALUE, END OF PERIOD............. $ 14.80 $ 12.37
======= =======
TOTAL RETURN+.............................. 22.39% 8.60%#
======= =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands).... $41,421 $19,999
Ratio of Expenses to Average Net Assets.. 1.40% 1.41%*
Ratio of Net Investment Income to Average
Net Assets............................. 1.89% 2.39%*
Portfolio Turnover Rate.................. 20% 31%
Average Commission Rate.................. $0.0619 $0.0717
Voluntary Waived Fees and Expenses
Assumed by the Advisor Per Share....... $ 0.03 $0.09
Ratio of Expenses to Average Net Assets
Including Expense Offsets.............. 1.40% 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.

# Not annualized.

6
<PAGE>

NWQ VALUE EQUITY PORTFOLIO

<TABLE>
<CAPTION>
JUNE 16, 1997**
TO
OCTOBER 31, 1997
----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................... $ 17.39
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 1.00
-------
Total from Investment Operations.......................... 1.01
-------
DISTRIBUTIONS
Net Investment Income....................................... (0.03)
Net Realized Gain........................................... --
-------
Total Distributions....................................... (0.03)
-------
NET ASSET VALUE, END OF PERIOD................................ $ 18.37
=======
TOTAL RETURN+................................................. 5.81%++
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....................... $ 2,485
Ratio of Expenses to Average Net Assets..................... 1.40%*
Ratio of Net Investment Income to Average Net Assets........ 0.09%*
Portfolio Turnover Rate..................................... 31%
Average Commission Rate..................................... $0.0627
Voluntarily Waived Fees and Expenses Assumed by the Adviser
Per Share................................................. $ 0.23
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 Advisor not waived and assumed
certain expenses during the period.

++ Not annualized

7
<PAGE>

INVESTMENT OBJECTIVES

INVESTMENT POLICIES

8
<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.

9
<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 funda-
mental or bottom-up company analysis is used to seek to achieve the Portfo-
lio's objective. The Adviser's small cap stock selection process combines
qualitative and quantitative valuation criteria. On a qualitative and funda-
mental basis, the Adviser analyzes such factors as management quality, re-
structuring opportunities, improving industry fundamentals, insider stock own-
ership, "franchise" strength, and competitive position. On a quantitative ba-
sis, 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' fi-
nancial 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 inter-
views with management and analysts.

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

10
<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 is value oriented and seeks to identify statistically under-
valued companies where a catalyst exists to recognize value or improve a
company's profitability. These catalysts can be new management, industry con-
solidation, company restructuring or a turn in the company's fundamentals. The
stock selection process is driven by strong bottom up fundamental research.
The research team focuses on both quantitative and qualitative valuation mea-
sures. A broad range of quantitative screens are applied such as price to cash
flow, low price to sales, low price to earnings, low price to book value and
quality of earnings. On a qualitative basis we focus on management strength,
competitive position, industry fundamentals and corporate strategy.

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 as noted above. (See "FOREIGN INVEST-
MENTS" for a description of the risks involved.)

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-

11
<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.

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

12
<PAGE>

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.

13
<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 been granted permission from the SEC to pool daily
uninvested cash balances of the Fund's Portfolios in order to invest in repur-
chase agreements on a joint basis. By entering into joint repurchase agree-
ments, a Portfolio may incur lower transaction costs and earn higher rates of
interest on joint repurchase agreements. Each Portfolio's contribution would
determine its return from a joint repurchase agreement. (See "SHORT-TERM IN-
VESTMENTS.")

LENDING OF SECURITIES

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

14
<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 Small Cap Value and Special Equity Portfolios
will be approximately 75% and 100%, respectively. In addition to Portfolio
trading costs, higher rates of portfolio turnover (100% or more) may result in
the realization of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" for more information on taxation.) The Portfolios will not normally
engage in short-term trading, but each reserves the right to do so. The tables
set forth in "Financial Highlights" present the 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.

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

15
<PAGE>

by changes in currency rates and in exchange control regulations, and may in-
cur 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. Additionally, there
may be difficulty in obtaining and enforcing judgments against foreign is-
suers.

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

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, the use of futures and op-
tions to facilitate cash flows may reduce the Portfolio's overall transaction
costs.

16
<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.

17
<PAGE>

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

18
<PAGE>

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

PURCHASE OF SHARES

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. See SERVICE AND DISTRIBUTION PLANS.
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 ser-
vicing and distribution fees; accordingly, the net asset value of the Service
Class Shares will be reduced by such amount to the extent the Portfolio has
undistributed net income.

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

19
<PAGE>

INITIAL INVESTMENTS
BY MAIL

. Complete and sign an Application and mail it, together with a check pay-
able to "UAM Funds" to:

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

BY WIRE

20
<PAGE>

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

The Chase Manhattan Bank
ABA #0210-00021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
---------------------
Your Account Number
---------------------
Your Account Name
---------------------
Wire Control Number
---------------------

(assigned by the UAM Funds Service Center)

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.

PURCHASE BY ACH

21
<PAGE>

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund. Purchases of a Portfolio's shares
will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.

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

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

. at the time of the exchange, such securities are eligible for in-
vestment by the Portfolio (current market quotations must be read-
ily available for such securities);

22
<PAGE>

Investors who are subject to federal taxation upon exchange may realize a gain
or loss for federal income tax purposes depending upon the cost of the securi-
ties exchanged. Investors interested in such exchanges should contact the Ad-
viser.

REDEMPTION OF SHARES

Shares of the Portfolios may be redeemed by mail or telephone at any time,
at the net asset value next determined after receipt of the redemption re-
quest. No charge is made for redemptions. Any redemption may be more or less
than the purchase price of your shares depending on the market value of the
investment securities held by the Portfolio.

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

23
<PAGE>

. 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

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

24
<PAGE>

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, the Fund may enter into
service agreements with Service Agents (broker-dealers or other financial in-
stitutions) 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 personal services and/or share-
holder account maintenance. These fees are paid out of the assets allocable to
Service Class Shares to the Distributor, to the Service Agent directly or
through the Distributor. The Fund reimburses the Distributor or the Service
Agent for payments made at an annual rate of up to 0.25 of 1% of the average
daily value of such Service Class Shares. Each item for which a payment may be
made under the Service Plan constitutes personal service and/or shareholder
account maintenance and may constitute an expense of distributing Fund shares
as the SEC construes such term under Rule 12b-1. The fees payable for Servic-
ing reflect actual expenses incurred up to the limit described herein.

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

The Distribution Plan and Service Plan (the "Plans") provide generally that
a Portfolio may incur distribution and service costs under the Plans which may
not

25
<PAGE>

exceed in the aggregate 0.75% per annum of that Portfolio's net assets. The
Board has currently limited aggregate payments under the Plans to .50% per an-
num of a Portfolio's net assets. Under the Plans, as implemented for the Port-
folios' 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 maxi-
mum limit may be paid following appropriate Board approval. The Distribution
Plan will permit payments to the Distributor, broker-dealers, other financial
institutions, sales representatives or other third parties who render promo-
tional and distribution services, for items such as sales compensation and
marketing and overhead expenses.

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. Although
the Plans may be amended by the Board of Directors, any change in the Plans
which would materially increase the amounts authorized to be paid under the
Plans must be approved by shareholders of the Class involved. The Plans may be
terminated by the Board of Directors or Service Class shareholders. The
amounts and purposes of expenditures under the Plans are reported to the Board
of Directors quarterly. The amounts allowable under the Plans for each Class
of Shares of the Portfolios are 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, the parent company of UAMFSI and the Adviser, or
any of their affiliates, may, at its own expense, compensate a Service Agent
or other person for marketing, shareholder servicing, recordkeeping and/or
other services performed with respect to the Fund, a Portfolio or any Class of
Shares of a Portfolio. The person making such payments may do so out of its
revenues, its profits or any other source available to it. Such services ar-
rangements, when in effect, are made generally available to all qualified
service providers. The Adviser may compensate its affiliated companies for re-
ferring investors to the Portfolios.

EXCHANGE PRIVILEGE
Service Class Shares of each Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio. (See the list of Portfolios of the
UAM

26
<PAGE>

Funds Service Class Shares 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 the
close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading will be processed on the next business day.
The Fund may modify or terminate the exchange program at any time upon 60
days' written notice to shareholders, and may reject any exchange request. If
the Fund's management determines that an investor is engaged in excessive
trading, the Fund, with or without prior notice, may reject in whole or part
any exchange request, with respect to such investor's account. Such investors
also may be barred from exchanging into other Portfolios of the Fund. For ad-
ditional information regarding responsibility for the authenticity of tele-
phoned instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE." An exchange
into another UAM Funds' Portfolio is a sale of shares and may result in a gain
or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

To establish an Automatic Investment Plan, a shareholder must complete the
appropriate sections of the Account Application and mail it to Chase Global
Funds

27
<PAGE>

Services Company. A shareholder may cancel his/her participation or change the
amount of purchase at any time by mailing written notification to Chase Global
Funds Services Company, P. O. Box 2798, Boston, MA 02208-2798 and notification
generally will be effective three business days following receipt. The Fund
may modify or terminate this privilege at any time, or may charge a service
fee, although no such fee currently is contemplated.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

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

28
<PAGE>

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

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

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.

29
<PAGE>

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

FEDERAL TAXES

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

30
<PAGE>

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

INVESTMENT ADVISER

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 United Asset Management Corporation ("UAM"), a
holding company, and provides investment management services to institutional
and high net worth individuals. As of December 31, 1997, the Adviser had over
$8 billion in assets under management.

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

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
Febru-

31
<PAGE>

ary 28, 1999, the Adviser has agreed to keep the total annual operating ex-
penses of the Balanced, Small Cap Value, Special Equity and Value Equity Port-
folios' 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 Ad-
viser 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

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.

32
<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 9/30/97...................... 21.19 % 19.77%
Annualized........................................ 15.51 % 14.99%
Cumulative*....................................... 869.50 % 802.48%
Fifteen-Year Mean (1/1/82-12/31/96)............... 15.35 % 14.75%
Value of $1 invested since inception (1/1/82-
9/30/97)........................................ $9.69 $9.02
</TABLE>
- -----------
* Since inception 1/1/82.

Notes:

1. The CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1982 had grown to $9.69 by September 30, 1997.

2. The FIFTEEN-YEAR MEAN is the arithmetic average of the annual returns for
the calendar years listed.

3. The 60/30/10 INDEX is a weighted index comprised of 60% S&P 500 Index, 30%
Lehman Brothers Government Corporate Index, 10% 3 Month Treasury Bills and
is an unmanaged index which assumes reinvestment of dividends and is gen-
erally considered representative of securities similar to those invested
in by the Adviser for the purpose of the composite performance numbers set
forth above.

4. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/97) was .76% or 76 basis points. During the period, fees on the Ad-
viser's individual accounts ranged from .30% to 1.0% (30 basis points to
100 basis points). Net returns to investors vary depending on the manage-
ment fee.

33
<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)%
2nd Qtr. '97.............................. 18.02% 16.22% 17.06%
3rd Qtr. '97.............................. 20.68% 14.88% 15.25%
Cumulative*............................... 71.98% 33.64% 22.57%
Value of $1 invested during
7/1/96-9/30/97.......................... $1.72 $1.34 $1.23
</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 $1.72 by September 30, 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
Russell & Co. on a monthly basis and is generally considered representa-
tive of securities similar to those invested in by the Adviser for the
purpose of the composite 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

34
<PAGE>

$1 billion at the time of purchase and is generally considered representa-
tive of 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-
9/30/97) was 1.0% 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>
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%
2nd Qtr. '97......................... 16.46% 17.37% 14.69% 15.87%
3rd Qtr. '97......................... 16.88% 7.61% 16.08% 14.12%
Cumulative*.......................... 55.76% 40.44% 39.10% 38.39%
Value of $1 invested during
10/1/96-9/30/97.................... $1.56 $1.40 $1.39 $1.38
</TABLE>
- ----------
* Since inception 10/1/96.

Notes:

35
<PAGE>

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.
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 average annual management fee over the period shown
(10/1/96-9/30/97) was 0.57% or 57 basis points, based on the fees paid by
NWQ's special equity accounts. Net returns to investors vary depending on
the management fee, which may be a maximum of 0.85% or 85 basis points.

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.

36
<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 CUMULATIVE RETURN means that $1 invested in the composite account on
January 1, 1990 had grown to $4.08 by September 30, 1996.

3. 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.

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

6. 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.

37
<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 9/30/97.................... 30.60 % 29.93 %
Annualized...................................... 19.00 % 17.86 %
Cumulative*..................................... 1,448.88 % 1,230.72 %
Fifteen-Year Mean (1/1/82-12/31/96)............. 18.78 % 17.42 %
Value of $1 invested since inception (1/1/82-
9/30/97)...................................... $ 15.49 $ 13.31
</TABLE>
- -----------
* Since inception 1/1/82.

38
<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 $18.78 by September 30, 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.

5. The Adviser's average annual management fee over the period shown (1/1/82-
9/30/97) was 1.0% or 100 basis points. Based on the maximum fee schedule
for NWQ's equity and balanced accounts of 1.0% 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 June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC. The Portfolio specific fees are the following percentages of
aggregate net assets:

<TABLE>
<CAPTION>
ANNUAL RATE
-----------
<S> <C>
Balanced Portfolio............................................... 0.06%
Small Cap Value Portfolio........................................ 0.04%
Special Equity Portfolio......................................... 0.04%
Value Equity Portfolio........................................... 0.04%
</TABLE>

39
<PAGE>

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets,

0.11 of 1% of the next $800 million of combined UAM Funds net assets,

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent 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 neither parties to the Agreement, nor
interested persons of any such party. The Agreement provides that the Fund
will bear costs of registration of its shares with the SEC and various states
as well as the printing of its prospectuses, its SAIs and its reports to
shareholders.

PORTFOLIO TRANSACTIONS

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

40
<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. The Board of Directors may create ad-
ditional Portfolios and Classes of shares of the Fund.

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

As of December 24, 1997, CNA Trust Corporation, Costa Mesa, CA held of rec-
ord 92.4% of the outstanding shares of the NWQ Small Cap Value Portfolio, for
which ownership is disclaimed or presumed disclaimed; Chase Manhattan Bank,
New York, NY held of record 100% of the outstanding shares of the NWQ Value
Equity Portfolio, for which ownership is disclaimed or presumed disclaimed;
and Linn Family Partnership, Montgomery, TX held of record 62% of the out-
standing shares of the NWQ Special Equity Portfolio. The persons or organiza-
tions owning 25% or more of the outstanding shares of a Portfolio may be pre-
sumed 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

41
<PAGE>

the Portfolio on any matter requiring the approval of shareholders of such
Portfolio. Both Institutional Class and Institutional Service Class Shares rep-
resent an interest in the same assets of a Portfolio. Service Class Shares,
which 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. The Board
of Directors of the Fund has authorized a third class of shares, Advisor Class
Shares, which is not currently being offered by these Portfolios.

Information about the Institutional Class Shares of the Portfolios is avail-
able upon request by contacting the UAM Funds Service Center. Annual meetings
will not be held except as required by the 1940 Act and other applicable laws.
The Fund has undertaken that its Directors will call a meeting of shareholders
if such a meeting is requested in writing by the holders of not less than 10%
of the outstanding shares of the Fund. The Fund will assist shareholder commu-
nications in such matters, to the extent required in the undertaking.

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.

42
<PAGE>

UAM FUNDS -- INSTITUTIONAL SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
DSI Disciplined Value Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio

Sirach Bond Portfolio

Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

43
<PAGE>

------------------------------------
APPLICATION
INSTITUTIONAL SERVICE CLASS SHARES
------------------------------------

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

Express Mail: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913

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

Distributed by UAM Fund Distributors, Inc.

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

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

[_] Custodial/Gift to Minors

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

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

----------------------------------------------------------
Minor's Social Security Number

----------------------------------------------------------
Minor's State of residence

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] *Corporation, Partnership or Other Entity
Type: [_] Corp. [_] Partnership [_] Other

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

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

* Please enclose a corporate resolution which identifies individuals
authorized to conduct transactions in this account.

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

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

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

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

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

Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON

THE FRONT OF THE PROSPECTUS. Fund Code
$
- ----------------------------- -------- --------
$
- ----------------------------- -------- --------
TOTAL $
--------
4 METHOD OF PAYMENT

5 DIVIDEND & CAPITAL GAINS
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 ADDITIONAL 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

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

7 BROKER-DEALER/FINANCIAL PLANNER INFORMATION

- ------------------------------ ---------------------------------
Dealer Name Address of office servicing account
(as it appears on Selling Group
Agreement)

- ------------------------------ ---------------------------------
Address of home office City State ZipCode

- ------------------------------ ----------------------------------
City State Zip Representative's Name, Number,
Branch Number

- ------------------------------ ----------------------------------
Authorized signature of Representative's telephone number
dealer

- --------------------------
For Internal Use Only

Source:
-----------
Code:
-----------
- --------------------------
8 INTERESTED PARTY:

- --------------------------------- ---------------------------------
Name Firm Name (if applicable)

- ---------------------------------
Address

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

9 AUTOMATIC INVESTMENT PLAN (AIP)

An account balance of at least $2,500 is required.

I hereby authorize and direct the agent to draw on my (our) bank account on a
periodic basis, as indicated in section 11, for investment in my (our) account.
Attached is a voided check of the bank account I/we wish to use (Initial
investments may not be made through the Automatic Investment Plan.) Please note
this privilege will be effective 15 days after UAM Funds receives this
application. If no date is chosen below, your bank account will be debited on
the 15th of the month.

PREFERRED INVESTMENT SCHEDULE (PLEASE CHECK ONE):

[_] Monthly [_] Quarterly [_] Semi- Annually [_] Annually

Begin investment on (Enter month/year):
--------------------
Debit My (Our) Bank Account and Invest as Follows ($100 Minimum Per Account):

$
-----------------------------------------------------------------
Fund Amount

Please be sure to complete the back of this form.

UAM Funds Service Center

<PAGE>

10 SYSTEMATIC WITHDRAWAL PLAN (SWP)

An account balance of at least $10,000 is required.

PREFERRED WITHDRAWAL SCHEDULE:

[_] Monthly [_] Quarterly [_] Semi- Annually [_] Annually

[_] 1st or [_] 15th
- --------------------------------------- -----------------------
BEGIN WITHDRAWALS ON (ENTER MONTH/YEAR)_____ DAY OF MONTH

I ELECT TO RECEIVE A PERIODIC PAYMENT OF ($100 MINIMUM PER ACCOUNT):

$
-----------------------------------------------------------------
Fund Amount

11 BANK INFORMATION

FOR ACH, WIRE REDEMPTIONS, AIP AND SWP

- --------------------------------------------------------------------------------
NAME OF BANK ABA NUMBER

[_] CHECKING [_] SAVINGS
- --------------------------------------------------------------------------------
ACCOUNT NUMBER ACCOUNT TYPE

- --------------------------------------------------------------------------------
BANK ADDRESS CITY STATE ZIP CODE

Return the following to the address below:

1. This completed application.

2. Voided bank check or deposit slip if applicable.

3. One check made payable to:

UAM Funds

Send to: UAM Funds
P.O. Box 2798
Boston MA 02208-2798

12 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 #)

13 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

================================================================================
APPLICATION INSTRUCTIONS
- -------------------------------------------------------------------------------
If you need assistance, a representative of UAM Funds will be pleased to help
you. Our toll-free number is 1-800-638-7983.
- -------------------------------------------------------------------------------

New Account Application. An account can be registered as only one of the
following:

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

. Custodial/Gift } Supply minor's Social Security Number.
to Minor

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

Your Mailing Address. Please be sure to provide us with the address at
which you wish to receive your mail.

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.

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.

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.

Employment Information. It is required by the National Association of Se-
curities Dealers, Inc. to request this information.

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.

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.

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)
<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
(310) 712-4000

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

Rice, Hall, James Small Cap Portfolio
&
Rice, Hall, James Small/Mid Cap Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 13
Purchase of Shares......................................................... 14
Redemption of Shares....................................................... 17
Shareholder Services....................................................... 20
Valuation of Shares........................................................ 21
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 23
Investment Adviser......................................................... 24
Administrative Services.................................................... 26
Distributor................................................................ 26
Portfolio Transactions..................................................... 27
General Information........................................................ 27
UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

RICE, HALL, JAMES SMALL CAP

PORTFOLIO & RICE, HALL, JAMES

UAM FUNDS SMALL/MID CAP PORTFOLIO
INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. ("UAM Funds") is an open-end, management investment company,
known as a "mutual fund." The Fund consists of multiple series of shares (known
as "Portfolios"), each of which has different investment objectives and poli-
cies. The Rice, Hall, James Portfolios currently offer one class of shares. The
securities offered in this Prospectus are Institutional Class Shares of two
diversified, no-load Portfolios of the Fund managed by Rice, Hall, James & As-
sociates.

RICE, HALL, JAMES SMALL CAP PORTFOLIO. The objective of the Rice, Hall, James
Small Cap Portfolio (the "Small Cap Portfolio") is to provide maximum capital
appreciation, consistent with reasonable risk to principal by investing primar-
ily in small market capitalization companies.

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO. The objective of the Rice, Hall,
James Small/Mid Cap Portfolio (the "Small/Mid Cap Portfolio") is to provide
maximum capital appreciation, consistent with reasonable risk to principal by
investing primarily in small/mid market capitalization (small/mid cap) compa-
nies.

There can be no assurance that either Portfolio will meet its stated objec-
tive.

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios' Institutional Class Shares will incur. The Fund does not charge
shareholder transaction expenses. However, transaction fees may be charged if
a broker-dealer or other financial intermediary deals with the Fund on your
behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
RICE, HALL, JAMES RICE, HALL, JAMES
SMALL CAP SMALL/MID CAP
PORTFOLIO PORTFOLIO
----------------- -----------------
<S> <C> <C>
Sales Load Imposed on Purchases........ NONE NONE
Sales Load Imposed on Reinvested
Dividends............................ NONE NONE
Deferred Sales Load.................... NONE NONE
Redemption Fees........................ NONE NONE
Exchange Fee........................... NONE NONE
</TABLE>

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

<TABLE>
<CAPTION>
RICE, HALL, JAMES RICE, HALL, JAMES
SMALL CAP SMALL/MID CAP
PORTFOLIO PORTFOLIO
----------------- -----------------
<S> <C> <C>
Investment Advisory Fees
(After Fee Waiver).................... 0.75% 0.00%
12b-1 Fees.............................. NONE NONE
Other Expenses (After Expenses
Assumed)*............................. 0.24% 0.55%
Administrative Fees................... 0.22% 0.70%
----- -----
Total Operating Expenses
(After Fee Waiver and Expenses
Assumed)*............................. 1.21% 1.25%
===== =====
</TABLE>
- -----------

* Without waiving fees and assuming expenses, Investment Advisory Fees,
Other Expenses and Total Operating Expenses of the Small/Mid Cap Portfolio
for the fiscal year ended October 31, 1997 would have been 0.80%, 1.04%
and 2.54%, respectively. The Total Operating Expenses includes the effect
of expense offsets. If expense offsets were excluded, the Total Operating
Expenses for the Portfolios would not significantly differ from the fig-
ures shown in the table.

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

1
<PAGE>

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise pay-
able by the Portfolios to reduce the Portfolios' expense ratios. As of the
date of this Prospectus, the Adviser has agreed to keep the expense ratios of
the Small Cap and the Small/Mid Cap Portfolios Institutional Class Shares from
exceeding 1.40% and 1.25%, of average daily net assets, respectively. The Fund
will not reimburse the Adviser for any advisory fees waived or expenses that
the Adviser may bear on behalf of the Portfolios for a given fiscal year.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio.......... $12 $38 $66 $147
Rice, Hall, James Small/Mid Cap Portfolio...... $13 $40 $69 $151
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Rice, Hall, James & Associates (the "Adviser"), a registered investment ad-
viser founded in 1974, serves as investment adviser to the Portfolios. The Ad-
viser presently manages over $1.1 billion in assets, primarily on behalf of
institutional and individual investors. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

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

REDEMPTIONS AND EXCHANGES

ADMINISTRATIVE SERVICES
UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of United As-
set Management Corporation, is responsible for performing and overseeing ad-
ministration, fund accounting, dividend disbursing and transfer agency serv-
ices provided to the Fund and its Portfolios by third-party service providers.
(See "ADMINISTRATIVE SERVICES.")

3
<PAGE>

RISK FACTORS

The value of a Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which a Portfolio invests. Prospective investors
should consider the following: (1) The small and mid-sized capitalization cor-
porations in which the Portfolios will invest are more vulnerable to financial
and other risks than larger corporations and the securities of such small and
mid-sized capitalization corporations may involve a higher degree of risk and
price volatility than investments in the general equity markets; (2) Both
Portfolios may invest a portion of their assets in derivatives including
futures contracts and options (See "OTHER INVESTMENT POLICIES"); (3) Both
Portfolios may invest in securities of foreign issuers, which may involve
greater risks than investments in domestic securities, such as foreign cur-
rency risks (See "OTHER INVESTMENT POLICIES"); (4) In general, a Portfolio
will not trade for short-term profits, but when circumstances warrant, invest-
ments may be sold without regard to the length of time held. High rates of
portfolio turnover may result in additional cost and the realization of capi-
tal gains (See "OTHER INVESTMENT POLICIES"); and (5) In addition, both Portfo-
lios may use various investment practices that involve special consideration,
including investing in repurchase agreements, when-issued, forward delivery
and delayed settlement securities and lending of securities. (See "OTHER IN-
VESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout the respective periods presented for the Portfolios' In-
stitutional Class Shares. This table is part of the Portfolios' Financial
Statements, which are included in the Portfolio's October 31, 1997 Annual Re-
port to Shareholders. The Financial Statements have been included in the Port-
folios' SAI. The Portfolio's October 31, 1997 Financial Statements have been
audited by Price Waterhouse LLP. Their unqualified opinion on the Financial
Statements is also incorporated into the Portfolio's SAI. The following infor-
mation should be read in conjunction with the Portfolio's October 31, 1997 An-
nual Report to Shareholders.

RICE, HALL, JAMES SMALL CAP PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, JULY 1, 1994** TO
1997 1996 1995 OCTOBER 31, 1994
----------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD... $15.73 $15.87 $11.14 $10.00
------- ------- ------- ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income
(loss).............. (0.08) (0.10) (0.07) 0.01
Net realized and
unrealized gain on
investments......... 4.59 2.73 4.81 1.13
------- ------- ------- ------
Total from
investment
operations........ 4.51 2.63 4.74 1.14
------- ------- ------- ------
DISTRIBUTIONS
Net investment
income.............. -- -- (0.01) --
In excess of net
investment income... -- -- (0.00)# --
Net realized gain..... (1.48) (2.77) -- --
------- ------- ------- ------
Total
distributions..... (1.48) (2.77) (0.01) --
------- ------- ------- ------
NET ASSET VALUE, END OF
PERIOD................ $18.76 $15.73 $15.87 $11.14
======= ======= ======= ======
TOTAL RETURN............ 31.44% 19.43% 42.59%+ 11.40%+***
======= ======= ======= ======
RATIOS AND SUPPLEMENTAL
DATA
Net assets, end of
period (thousands).... $51,772 $33,488 $18,910 $8,287
Ratio of expenses to
average net assets.... 1.21% 1.37% 1.40% 1.40%*
Ratio of net investment
income (loss) to
average net assets.... (0.53)% (0.78)% (0.63)% 0.30%*
Portfolio turnover
rate.................. 158% 181% 180% 5%
Average commission
rate##................ $0.0498 $0.0509 N/A N/A
Voluntary waived fees
and expenses assumed
by the adviser per
share................. N/A N/A $ 0.01 $ 0.05
Ratio of expenses to
average net assets
including expense
offsets............... 1.21% 1.37% 1.40% N/A
</TABLE>
- -----------
* Annualized.

** Commencement of operations.

*** Not annualized.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
# Value is less than 0.01 per share.
## For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

<TABLE>
<CAPTION>
NOVEMBER 1, 1996* TO
OCTOBER 31, 1997
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................... $10.00
-------
INCOME FROM INVESTMENT OPERATIONS
Net investment income.................................. 0.03
Net realized and unrealized gain....................... 2.64
-------
Total from investment operations..................... 2.67
-------
DISTRIBUTIONS
Net investment income.................................. (0.03)
-------
Total distributions.................................. (0.03)
-------
NET ASSET VALUE, END OF PERIOD........................... $12.64
=======
TOTAL RETURN............................................. 26.76%+
=======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (thousands).................... $12,957
Ratio of expenses to average net assets.................. 1.25%
Ratio of net investment income to average net assets..... 0.24%
Portfolio turnover rate.................................. 56%
Average commission rate.................................. $0.0732
Voluntary waived fees and expenses assumed by the adviser
per share.............................................. $ 0.18
Ratio of expenses to average net assets including expense
offsets................................................ 1.25%
</TABLE>
- -----------

* Commencement of operations.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period.

INVESTMENT OBJECTIVES

The objective of the Small Cap Portfolio is to provide maximum capital ap-
preciation, consistent with reasonable risk to principal by investing primar-
ily in small market capitalization companies. The Adviser intends to pursue
this objective through investment primarily in common stocks of companies
whose market capitalizations range between $40 million and $500 million.

The objective of the Small/Mid Cap Portfolio is to provide maximum capital
appreciation, consistent with reasonable risk to principal by investing pri-
marily in small/mid market capitalization ("Small/Mid Cap") companies. The Ad-
viser intends to pursue this objective through investment primarily in common
stocks of companies whose market capitalizations range between $300 million
and $2.5 billion.

There can be no assurance that the Portfolios will achieve their stated
objectives.

INVESTMENT POLICIES

THE SMALL CAP PORTFOLIO will invest, under normal circumstances, at least
65% of its total assets in equity securities of companies with market capital-
izations

6
<PAGE>

of $40 million to $500 million, at the time of initial purchase. The equity
securities in which the Portfolio will invest will consist of common stocks
and securities convertible into common stocks, including convertible preferred
stocks and convertible bonds. The Adviser will strive to accomplish its in-
vestment objective with broad diversification. The Adviser believes that the
Portfolio will provide a level of diversification and investment opportunity
that may be difficult for individual investors to accomplish on their own.

The Adviser will use a selection process that emphasizes smaller, emerging
companies which have the potential to become market leaders in their indus-
tries. The Adviser will focus on securities of companies with:

. strong management

. leading products or services

. distribution to a large marketplace or growing niche market

. anticipated above-average revenue and earnings growth rates

. potential for improvement in profit margins

. strong cash flow and/or improving financial position

The list of potential investments is further filtered by the use of tradi-
tional fundamental security analysis and valuation methods including, but not
limited to, analysis of relative returns on capital and equity, reward to risk
ratios and earnings per share growth rates relative to price earnings ratios.
The Adviser believes that many companies with smaller capitalizations have
greater potential than their larger counterparts to deliver above-average rev-
enue and earnings growth rates that have not yet been recognized by investors.

The Adviser expects that a majority of investments in the Small Cap Portfo-
lio will be in U.S.-based companies, however, from time to time shares of for-
eign based companies may be purchased if they meet the Small Cap Portfolio's
investment criteria. Under normal circumstances, investments in foreign based
companies will comprise no more than 15% of portfolio assets.

It is anticipated that cash reserves will represent a relatively small per-
centage of portfolio assets (less than 20% under most circumstances). In unu-
sual circumstances, or for temporary defensive purposes when market or eco-
nomic conditions may warrant, the Small Cap Portfolio may invest all or a por-
tion of its assets in short-term investments, cash and cash equivalents. When
the Small Cap Portfolio is in a defensive position, it may not be pursuing its
investment objective.

THE SMALL/MID CAP PORTFOLIO will invest, under normal circumstances, at
least 65% of its total assets in equity securities of companies with market
capitalizations of $300 million to $2.5 billion at the time of initial pur-
chase. The equity securities in which the Small/Mid Cap Portfolio will invest
will consist of common

7
<PAGE>

stock and securities convertible into common stocks, including convertible
preferred stocks and convertible bonds.

The small/mid cap area of the market, defined by the Adviser as companies
with market capitalizations of less than $2.5 billion but greater than $300
million, has more than three times the number of securities than the market
comprised of companies with market capitalizations greater than $2.5 billion.
The Adviser believes that the small/mid cap market has less analyst coverage
which means there is greater pricing inefficiency for such securities than for
more closely followed, usually larger capitalization companies. The Adviser's
investment selections for the Small/Mid Cap Portfolio will tend to be from
relatively underfollowed securities.

The Adviser practices a fundamentally driven bottom up research approach.
This approach focuses on identifying stocks of growth companies that are sell-
ing at a discount to the companies' projected earnings growth rates. Specifi-
cally, the Adviser requires that equity securities in which the Small/Mid Cap
Portfolio invests have price/earnings ratios that are lower than the 3 to 5
year projected earnings growth rate. In addition, the stocks must possess cat-
alysts, which are defined by the Adviser as fundamental events that ultimately
lead to increases in revenue growth rates, expanding profit margins and/or in-
creases in earnings growth rates that are generally not anticipated by the
market. Such events can include new product introductions or applications,
discovery of niche markets, new management, corporate or industry restruc-
tures, regulatory change and end market expansion. Most importantly, the Ad-
viser must be convinced that such change will lead to greater investor recog-
nition and a subsequent rise in the stock prices within a 12 to 24 month peri-
od. The key is discovering undervalued companies where fundamental changes are
occurring that are temporarily going unnoticed by investors.

The Adviser expects that a majority of investments in the Small/Mid Cap
Portfolio will be in U.S.-based companies, however, from time to time, shares
of foreign based companies may be purchased if they meet the Small/Mid Cap
Portfolio's investment criteria. Under normal circumstances, investments in
foreign based companies will comprise no more than 15% of portfolio assets.

It is anticipated that cash reserves will represent a relatively small per-
centage of portfolio assets (no more than 20% under most circumstances). In
unusual circumstances, or for temporary defensive purposes when market or eco-
nomic conditions may warrant, the Small/Mid Cap Portfolio may invest all or a
portion of its assets in short-term investments, cash and cash equivalents.
When the Small/Mid Cap Portfolio is in a defensive position, it may not be
pursuing its investment objective.

8
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, 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 Ratings
Services or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or if
unrated, determined by the Adviser to be of comparable quality.

9
<PAGE>

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 securi-
ties 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 Portfolio to experience a loss or de-
lay in the liquidation of the collateral securing the repurchase agreement.
The Portfolio might also incur disposition costs in liquidating the collater-
al. While the Fund's management acknowledges these risks, it is expected that
they can be controlled through stringent security selection criteria and care-
ful monitoring procedures. The Fund has received permission from the SEC to
pool daily uninvested cash balances of the Fund's Portfolios in order to in-
vest in repurchase agreements on a joint basis. By entering into joint repur-
chase agreements, a Portfolio may incur lower transaction costs and earn
higher rates of interest on joint repurchase agreements. Each Portfolio's con-
tribution would determine its return from a joint repurchase agreement. (See
"SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

10
<PAGE>

future. No payment or delivery is made by a Portfolio until it receives pay-
ment or delivery from the other party to any of the above transactions. It is
possible that the market price of the securities at the time of delivery may
be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

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

PORTFOLIO TURNOVER

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

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

FOREIGN INVESTMENTS
Investing in foreign companies, may involve additional risks and considera-
tions which are not typically associated with investing in U.S. companies.
Since securities of foreign companies are normally denominated in foreign cur-
rencies,

11
<PAGE>

each Portfolio may be affected favorably or unfavorably by changes in currency
rates and in exchange control regulations, and may incur costs in connection
with conversions between various currencies.

FUTURES CONTRACTS AND OPTIONS

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

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

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 15%
of its net assets in illiquid securities. The prices

12
<PAGE>

realized from the sales of these securities could be less than those origi-
nally paid by the Portfolio or less than what would be considered fair value
of such securities.

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 33 1/3% of its total assets at fair market value.

The Portfolios' investment objectives and investment limitations (a), (b),
(d), (e), and (f)(i), set forth above, are fundamental and may be changed only
with the approval of the holders of a majority of the outstanding shares of
each Portfolio of the Fund. If a percentage limitation on investment or utili-
zation of assets as set

13
<PAGE>

forth above is adhered to at the time an investment is made, a later change in
percentage resulting from changes in the value or total cost of the Portfo-
lio's assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Service Agents, or, if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

14
<PAGE>

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it together with a check made
payable to "UAM Funds" to:

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

Payment for purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. Pay-
ment 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. The Fund will not accept third-party checks to purchase shares of
the Portfolios. If you purchase shares by check, please be sure that your
check is made payable to the "UAM Funds."

BY WIRE

. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, Portfolio selected, amount being wired and the name of the bank wir-
ing the funds. The call must be received prior to the close of regular
trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive that
day's price. An account number and a wire control number will then be pro-
vided to you in addition to wiring instructions. 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 ______________

(assigned by the UAM Funds
Service Center)

. 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.

15
<PAGE>

. To be sure that a bank wire order is received on the same day it is sent,
an investor's bank should wire funds as early in the day as possible. The
bank sending funds may charge for this service. The Fund's agent reserves
the right to charge investors for receipt of wired funds, but no charge is
currently imposed by this service. It is necessary to obtain a new wire
control number every time money is wired into an account in a Portfolio.
Wire control numbers are effective for one transaction only and cannot be
used more than once. Wired money that is not properly identified with a
currently effective wire control number will be returned to the bank from
which it was wired and will not be credited to the shareholder's account.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check made payable to "UAM Funds" to the above address or by wiring money to
the Custodian Bank using the instructions outlined above. When making addi-
tional investments, be sure that the account number, account name and the
Portfolio to be purchased are identified on the check or wire. Prior to wiring
additional investments, notify the UAM Funds Service Center by calling the
number on the cover of this Prospectus. Mail orders should include, when pos-
sible, the "Invest by Mail" stub which accompanies any Fund confirmation
statement.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or

16
<PAGE>

part any purchase request with respect to such investor's account. Such in-
vestors also may be barred from purchasing other Portfolios of the Fund. Pur-
chases of a Portfolio's shares will be made in full and fractional shares of
the Portfolio calculated to three decimal places. Certificates for fractional
shares will not be issued. Certificates for whole shares will not be issued
except at the written request of the shareholder.

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

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

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

REDEMPTION OF SHARES

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

17
<PAGE>

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

. share certificates, if issued;

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent do not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

18
<PAGE>

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

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

19
<PAGE>

counts and certain other accounts will not be subject to automatic liquida-
tion. Reductions in value that result solely from market activity will not
trigger an involuntary redemption.

SHAREHOLDER SERVICES

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading of the NYSE will be processed on the next busi-
ness day. The Fund may modify or terminate the exchange program at any time
upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management determines that an investor is engaged in ex-
cessive trading, the Fund, with or without prior notice, may reject in whole
or part any exchange request, with respect to such investor's account. Such
investors also may be barred from exchanging into other Portfolios of the
Fund. 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.

AUTOMATIC INVESTMENT PLAN

20
<PAGE>

Such withdrawals are made electronically, if the shareholder's bank or finan-
cial institution so permits, or by pre-authorized checks or drafts drawn on
the shareholder's bank or other account. The bank or financial institution
must be a member of ACH. At the shareholder's option, the account designated
will be debited in the specified amount, and shares will be purchased monthly
or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other financial insti-
tution account or a properly designated third party. The bank or financial in-
stitution must be a member of ACH. Redemptions ordinarily are made on the
third business day of the month and payments ordinarily will be transmitted
within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

21
<PAGE>

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

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

22
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

FEDERAL TAXES

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

Dividends declared in October, November and December to shareholders of rec-
ord in such a month and paid in January of the following year, will be treated
as if they had been paid by the Fund and received by the shareholders on De-
cember 31.

23
<PAGE>

INVESTMENT ADVISER

Rice, Hall, James & Associates was founded in 1974 and is located at 600
West Broadway, Suite 1000, San Diego, CA 92101. The Adviser is a wholly-owned
subsidiary of United Asset Management Corporation ("UAM"), a holding company,
and provides investment management services to individual and institutional
investors. As of November 30, 1997, the Adviser had over $1.1 billion in as-
sets under management.

Under Investment Advisory Agreements (the "Agreements") with the Fund, dated
as of January 24, 1994 for the Small Cap Portfolio and September 16, 1996 for
the Small/Mid Cap Portfolio, the Adviser, subject to the control and supervi-
sion of the Fund's Board of Directors and in conformance with the stated in-
vestment objective and policies of each Portfolio, manages the investment and
reinvestment of the assets of the Portfolios. In this regard, it is the re-
sponsibility of the Adviser to make investment decisions for each Portfolio
and to place purchase and sale orders for each Portfolio's investments.

The investment professionals responsible for the day-to-day management of
the Portfolios are as follows:

SAMUEL R. TROZZO is Chairman of the Adviser with over thirty-six years' in-
vestment experience. Prior to founding Rice, Hall, James & Associates in 1974,
Mr. Trozzo was Vice President and Senior Investment Officer of Southern Cali-
fornia First National Bank. He is a former member of the State of California
Board of Administration/Investment Committee Public Employees Retirement Sys-
tem. He is a graduate of Kent State University.

THOMAS W. MCDOWELL, JR. is President and Chief Executive Officer of the Ad-
viser with over fifteen years' investment experience. Mr. McDowell joined
Rice, Hall, James in 1984. Prior to that time, he was Investment Officer, Se-
curity Analyst and Portfolio Manager at California First Bank. He earned his
B.A. degree from the University of California, Los Angeles and his M.B.A. from
San Diego State University.

DAVID P. TESSMER is Partner and Co-Director of Research of the Adviser with
thirty years' investment experience. Prior to joining Rice, Hall, James in
1986, Mr. Tessmer was Vice President and Senior Portfolio Manager at The Pa-
cific Century Group, San Diego. He earned his B.S. degree in Investment Man-
agement at Northwestern University and his M.B.A. in Finance at Columbia Grad-
uate School of Business.

TIMOTHY A. TODARO is Partner and Co-Director of Research of the Adviser with
sixteen years' investment experience. Mr. Todaro joined Rice, Hall, James in
1983. Prior to that time, he was Senior Investment Analyst at Comerica Bank,
Detroit, Michigan. Mr. Todaro earned his B.A. in Economics at the University
of

24
<PAGE>

California, San Diego and his M.B.A. degree in Finance/International Business
at the University of Wisconsin, Madison. He is a Chartered Financial Analyst.

GARY S. RICE is Partner of the Adviser with thirteen years' investment expe-
rience. Mr. Rice was an Account Administrator with the Trust Division at Fed-
erated Investors, Inc., Pittsburgh, Pennsylvania prior to joining Rice, Hall,
James in 1983. He earned his B.A. degree in Economics/Business Administration
at Vanderbilt University.

MICHELLE P. CONNELL is Partner of the Adviser with twelve years' investment
experience. Prior to joining Rice, Hall, James in 1995, she was Senior Invest-
ment Analyst with Linsco/Private Ledger. Previously, she was the director of
Finance and Operations at the San Diego Natural History Museum. Ms. Connell
has a B.A. degree in accounting from Seattle University and her M.B.A. from
San Diego State University. She is a Chartered Financial Analyst.

As compensation for the services rendered by the Adviser under the Agree-
ments, the Portfolios pay the Adviser annual fees, in monthly installments,
calculated by applying the following annual percentage rates to the Portfo-
lios' average daily net assets for the month:

<TABLE>
<S> <C>
Rice, Hall, James Small Cap Portfolio.................................. 0.75%
Rice, Hall, James Small/Mid Cap Portfolio.............................. 0.80%
</TABLE>

The Adviser has voluntarily agreed to waive all or part of its advisory fees
and to assume as the Adviser's own expense operating expenses otherwise pay-
able by the Small Cap Portfolio and the Small/Mid Cap Portfolio to keep their
respective total annual operating expenses from exceeding 1.40% and 1.25%, re-
spectively of their average daily net assets. The Fund will not reimburse the
Adviser for advisory fees waived or expenses that the Adviser may bear on be-
half of the Portfolios for a given fiscal year.

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

25
<PAGE>

addition to amounts payable to all selling dealers. The Fund also compensates
Smith Barney for services it provides to certain defined contribution plan
shareholders that are not otherwise provided by UAMFSI.

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.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Rice, Hall, James Small Cap Portfolio.................................. 0.04%
Rice, Hall, James Small/Mid Cap Portfolio.............................. 0.04%
</TABLE>

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

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11% of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Distributors, Inc., a wholly-owned subsidiary of UAM, with its principal
office located at 211 Congress Street, Boston, Massachusetts 02110, distrib-
utes the shares of the Fund. Under the Distribution Agreement (the "Agree-
ment"), the Distributor, as agent of the Fund, agrees to use its best efforts
as sole distributor of the Fund's shares. The Distributor does not receive any
fee or other compensation

26
<PAGE>

under the Agreement with respect to the shares offered in this Prospectus. The
Agreement continues in effect so long as such continuance is approved at least
annually by the Fund's Board of Directors. Those approving the Agreement must
include a majority of Directors who are neither parties to the Agreement nor
interested persons of any such party. The Agreement provides that the Fund
will bear the costs of the registration of its shares with the SEC and the
printing of its prospectuses, SAIs and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each Portfolio. The Agreements direct the Adviser to use its best efforts to
obtain the best available price and most favorable execution for all transac-
tions of the Portfolios. If consistent with the interests of the Portfolios,
the Adviser may select brokers on the basis of research, statistical and pric-
ing services these brokers provide to the Portfolios in addition to required
broker services. Such brokers may be paid a higher commission than that which
another qualified broker would have charged for effecting the same transac-
tion, provided that such commissions are paid in compliance with the Securi-
ties Exchange Act of 1934, as amended, and that the Adviser determines in good
faith that the commission is reasonable in terms either of the transaction or
the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients. Although not a typical practice, the Adviser may place portfo-
lio orders with qualified broker-dealers who refer clients to the Adviser.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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

27
<PAGE>

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

As of December 24, 1997, Hartnat & Co., Rochester N.Y., held of record 26.7%
of the outstanding shares of the Rice, Hall, James Small/Mid Cap Portfolio for
which beneficial ownership is disclaimed or presumed disclaimed. The persons
or organizations owning 25% or more of the outstanding shares of a Portfolio
may be presumed to "control" (as that term is defined in the 1940 Act) such
Portfolio. As a result, those persons or organizations could have the ability
to vote a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio.

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

INDEPENDENT ACCOUNTANTS

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

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

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

28
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

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

29
<PAGE>

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

Investment Adviser
Rice, Hall, James & Associates
600 West Broadway, Suite 1000
San Diego, CA 92101
(619) 239-9005

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

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

SAMI Preferred Stock Income Portfolio

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 6
Investment Policies........................................................ 6
Other Investment Policies.................................................. 10
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 17
Shareholder Services....................................................... 20
Valuation of Shares........................................................ 21
Performance Calculations................................................... 22
Dividends, Capital Gains Distributions and Taxes........................... 23
Investment Adviser......................................................... 24
Administrative Services.................................................... 27
Distributor................................................................ 27
Portfolio Transactions..................................................... 28
General Information........................................................ 28
UAM Funds -- Institutional Class Shares.................................... 30
</TABLE>
<PAGE>

SAMI PREFERRED STOCK
UAM FUNDS INCOME PORTFOLIO

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as
"Portfolios"), each of which has different investment objectives and invest-
ment policies. The SAMI Preferred Stock Income Portfolio currently offers only
one class of shares. The securities offered in this Prospectus are Institu-
tional Class Shares of one diversified, no-load Portfolio of the Fund managed
by Spectrum Asset Management, Inc.

SAMI PREFERRED STOCK INCOME PORTFOLIO. The objective of the Portfolio is to
provide a high level of dividend income consistent with capital preservation.
To achieve its objective, the Portfolio will invest primarily in a diversified
portfolio of utility preferred securities combined with a constant cross-hedge
using U.S. Government securities futures. The Portfolio also expects to invest
significantly in bank preferred securities. In addition, the Portfolio's In-
vestment Adviser intends to manage the Portfolio to maximize income qualifying
for the dividends received deduction under the Internal Revenue Code of 1986.

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

Keep this Prospectus for future reference. It contains information you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI,
contact the UAM Funds Service Center at 1-800-638-7983.

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio will incur. The Fund does not charge shareholder transaction ex-
penses. However, transaction fees may be charged if a broker-dealer or other
financial intermediary deals with the Fund on your behalf. (See "PURCHASE OF
SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SAMI PREFERRED
STOCK INCOME PORTFOLIO
----------------------
<S> <C>
Sales Load Imposed on Purchases....................... NONE
Sales Load Imposed on Reinvested Dividends............ NONE
Deferred Sales Load................................... NONE
Redemption Fees....................................... NONE
Exchange Fee.......................................... NONE
</TABLE>

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

<TABLE>
<CAPTION>
SAMI PREFERRED
STOCK INCOME PORTFOLIO
----------------------
<S> <C>
Investment Advisory Fees (After Fee Waiver)........... 0.52%
12b-1 Fees............................................ NONE
Other Expenses........................................ 0.18%
Administrative Fees.................................. 0.29%
----
Total Operating Expenses (After Fee Waiver)........... 0.99%*
====
</TABLE>
- -----------

* Absent fee waivers by the Adviser, Investment Advisory Fees and Total Oper-
ating Expenses of the Portfolio for the fiscal year ended October 31, 1997
would have been 0.70% and 1.17%, respectively. The Total Operating Expenses
includes the effect of expense offsets. If expense offsets were excluded,
the Total Operating Expenses would not have differed from the figure shown
in the table.

The table above shows the various fees and expenses that an investor would
bear directly or indirectly. The expenses and fees listed above are based on
the Portfolio's operations during the fiscal year ended October 31, 1997, ex-
cept that Administrative Fees have been restated to reflect current fees. See
"ADMINISTRATIVE SERVICES" herein and in the SAI.

The Adviser has voluntarily agreed to waive its advisory fees and to assume
expenses otherwise payable by the Portfolio, in order to reduce the Portfo-
lio's expense ratio. As of the date of this Prospectus, the Adviser has agreed
to keep the Portfolio's total annual operating expenses, after the effect of
expense offset ar-

1
<PAGE>

rangements, from exceeding 0.99% of its average daily net assets. The Fund
will not reimburse the Adviser for any advisory fees that are waived or Port-
folio expenses that the Adviser may bear on behalf of the Portfolio for a
given fiscal year.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
SAMI Preferred Stock Income Portfolio........... $10 $32 $55 $121
</TABLE>

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

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Spectrum Asset Management, Inc. (the "Adviser"), is an investment counseling
firm founded in 1987. The Adviser presently manages over $1.1 billion in as-
sets for institutions, pension plans and endowments. (See "INVESTMENT ADVIS-
ER.")

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $2,500. The minimum for subsequent investments
is $100. The minimum initial investment for IRA accounts is $500. The minimum
initial investment for spousal IRA accounts is $250. Certain exceptions to the
initial or minimum investment amounts may be permitted by the officers of the
Fund. (See "PURCHASE OF SHARES.").

DIVIDENDS AND DISTRIBUTIONS
The Portfolio will normally distribute substantially all of its net invest-
ment income in monthly dividends. Any realized net capital gains will also be
distributed with the last dividend distribution for the fiscal year. Distribu-
tions will be reinvested in each Portfolio's shares unless an investor elects
to receive cash distributions. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES.")

REDEMPTIONS AND EXCHANGES

Shares may be redeemed without cost at any time, at the Portfolio's net as-
set value next determined after receipt of the redemption request. The redemp-
tion price may be more or less than the purchase price. Shares of each Portfo-
lio may be exchanged for shares of the same class of any other Portfolio of
the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

The Portfolio's Adviser intends to hedge a major portion of the Portfolio's
preferred and fixed income securities investments through the use of deriva-
tives including futures contracts, options on futures contracts and options on
U.S. Government securities to substantially reduce the price volatility of the
Portfolio generally due to interest rate changes.

The Adviser has successfully operated an investment program similar to the
Portfolio's for its individual institutional clients since its inception in
1987. A portfolio of preferred stocks hedged with U.S. Government securities
futures and options is a "cross" hedge and not a "perfect" hedge, and, there-
fore, an absolute correlation does not exist between the price volatility of
the portfolio of preferred securities and the hedging instruments. Preferred
securities prices may change more or less rapidly than bond or note futures
prices causing a distortion in the price relationship. The Adviser will con-
tinuously analyze a variety of factors including average investment rates,
premium and discount prices of the preferred stocks, the underlying credits of
the issuer, as well as market volatility and basis risk. The use of futures
and options might result in a poorer overall performance for the Portfolio
than if it had not engaged in such transactions.

Prospective investors should consider two other factors that could affect
the rate of return of the Portfolio. By concentrating its investments in the
utilities industry, the Portfolio is exposed to changes in and possible ad-
verse economic and industry conditions over time, including e.g., changes in
government regulations, resource depletion, changing technologies, and credit
market constraints.

Prospective investors should consider the following factors: (1) The Portfo-
lio may invest in repurchase agreements which entail a risk of loss should the
seller default on its transaction (See "REPURCHASE AGREEMENTS"); (2) The Port-
folio may purchase securities on a when-issued basis. Securities purchased on
a when-issued basis may decline or appreciate in market value prior to their
actual delivery to the Portfolio (See "WHEN-ISSUED, FORWARD DELIVERY AND DE-
LAYED SETTLEMENT SECURITIES"); and (3) The Portfolio may lend its investment
securities which entails a risk of loss should the borrower fail financially.
(See " LENDING OF SECURITIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides selected per share information for a share of
the SAMI Preferred Stock Income Portfolio outstanding throughout the periods
presented. It is part of the Portfolio's Financial Statements which are in-
cluded in the Portfolio's 1997 Annual Report to Shareholders. The Financial
Statements are included in the Portfolio's SAI. The Portfolio's Financial
Statements have been audited by Price Waterhouse LLP. Their unqualified opin-
ion on the Financial Statements is also included in the Portfolio's SAI.
Please read the following information in conjunction with the Portfolio's 1997
Annual Report to Shareholders.

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, JUNE 23**, 1992
---------------------------------------------- TO OCTOBER 31,
1997 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 9.34 $ 9.21 $ 9.29 $ 9.98 $ 10.09 $ 10.00
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income................ 0.55 0.58 0.67 0.60 0.60 0.14
Net Realized and
Unrealized Gain
(Loss)................ 0.15 0.14 (0.08) (0.71) (0.07) 0.03
------- ------- ------- ------- ------- -------
Total from Investment
Operations.......... 0.70 0.72 0.59 (0.11) 0.53 0.17
------- ------- ------- ------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ (0.57) (0.59) (0.67) (0.58) (0.61) (0.08)
In Excess of Net
Realized Gain......... -- -- -- -- (0.03) --
------- ------- ------- ------- ------- -------
Total Distributions.. (0.57) (0.59) (0.67) (0.58) (0.64) (0.08)
------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 9.47 $ 9.34 $ 9.21 $ 9.29 $ 9.98 $ 10.09
======= ======= ======= ======= ======= =======
TOTAL RETURN............ 7.73%+ 8.17%+ 6.67 % (1.15)% 5.47 %+ 1.70 %+
======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands)..... $32,552 $27,528 $33,789 $91,221 $49,671 $23,904
Ratio of Expenses to
Average Net Assets..... 0.99% 0.99% 0.98% 0.89% 0.82% 0.97%*
Ratio of Net Investment
Income to Average Net
Assets................. 5.83% 6.26% 7.03% 6.45% 6.10% 6.36%*
Portfolio Turnover
Rate................... 59% 77% 44% 65% 144% 16%
Average Commission Rate
#...................... $0.0339 $0.0302 N/A N/A N/A N/A
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. $ 0.02 $ 0.02 N/A N/A $ 0.01 $ 0.02
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 0.99% 0.99% 0.98% N/A N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations
+ Total return would have been lower had certain expenses not been waived
and expenses assumed during the periods indicated.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

INVESTMENT OBJECTIVE

The objective of the Portfolio is to provide a high level of dividend income
consistent with capital preservation. The Portfolio will invest primarily in a
professionally managed, diversified portfolio of investment grade, utility
preferred securities which will be hedged with U.S. Government securities
futures to minimize capital fluctuations of the Portfolio caused by interest
rate movements. The Portfolio's Adviser also expects to invest a significant
portion of the Portfolio's assets in bank preferred securities. The Portfo-
lio's objective is fundamental and may be changed only upon approval by vote
of the holders of the majority of the Portfolio's shares. There can be no as-
surance that the Portfolio will achieve its objective.

INVESTMENT POLICIES

The Adviser seeks to achieve the Portfolio's objective by investing primar-
ily in investment grade, utility preferred securities of varying maturities.
The Adviser also expects to invest a significant portion of the Portfolio's
assets in bank preferred securities. Investment grade preferred stocks are
generally considered to be those having a rating of at least "Baa" or higher
by Moody's Investors Service, Inc. ("Moody's") or "BBB-" by Standard & Poor's
Ratings Services ("S&P"). Bonds rated Baa or BBB- may possess speculative
characteristics and may be more sensitive to changes in the economy and the
financial condition of issuers than higher rated bonds. As a matter of operat-
ing policy, the Adviser will invest at least 60% of the Portfolio's assets in
securities rated A or better by at least one rating agency. In the event of a
downgrade of the rating to below investment grade of a stock held in the Port-
folio, the Adviser will attempt to liquidate the particular issue within a 90
day period. The Portfolio will not invest in securities of companies that have
a bond rating below investment grade, convertible preferred securities, or any
type of common stock.

When selecting specific preferred stock issues, the Adviser considers not
only current yield but all variables that would affect the value of a security
(i.e., sinking fund provisions, call features, redemption characteristics and
credit quality). The Adviser also carefully analyzes the underlying fundamen-
tals of the issuer, with particular emphasis (for utility securities) on in-
terest and dividend coverage, the utility customer mix, regulatory climate,
energy sources, quality of management, non-utility diversification, if any,
and construction expenditures relative to internal cash generation. While the
investment philosophy of the Adviser is primarily one of buy and hold, the Ad-
viser will seek to optimize total returns by trading the Portfolio when it be-
lieves market, economic or other conditions make it advantageous to do so, for
example, by taking advantage of market or pricing inefficiencies of certain
securities to improve dividend income without eroding capital. The Adviser has
attempted to structure the Portfolio to take maximum advantage of potential
spread tightening due to the increasing scarcity value of dividend received

6
<PAGE>

deduction ("DRD") qualifying preferred stock. As new preferred types of secu-
rities have been developed, the supply of traditional DRD preferred securities
has decreased. In addition, the Adviser is focusing on issues either trading
at a discount with strong call protection or with attractive yields to call.
Changes in the DRD and preferred securities markets may require modification
of the Portfolio's investment policies from time to time. Investors will re-
ceive advance notice of significant policy changes.

The Adviser will invest at least 65% of the Portfolio's total assets in
utility preferred stocks. As a result, the Portfolio is legally deemed to be
"concentrating" its investments in utility securities, meaning that normally,
under applicable law, at least 25% of the Portfolio's total assets must be in-
vested in utility securities. The Adviser also invests a significant portion
of the Portfolio's assets in bank preferred securities. However, investments
in bank securities will be limited to less than 25% of the Portfolio's total
assets. The utilities industry includes companies engaged in the manufacture,
production, generation, transmission and sale of gas and electric energy. It
also includes issuers engaged in the communications field, including entities
such as telephone, telegraph, satellite, microwave and other companies provid-
ing communication facilities for the public benefit. The bank industry in-
cludes companies that provide financial services to consumers and industry.
Examples of companies in the banking field include commercial banks, savings
and loan associations, and companies that span across these segments. Under
applicable regulations, the Portfolio may not invest more than 5% of its total
assets in the equity securities of any company that derives more than 15% of
its revenues from brokerage or investment management activities.

Preferred securities. The Adviser may invest the Portfolio's assets in all
types of preferred securities including fixed-dividend, adjustable-rate pre-
ferred stocks, perpetual preferred stock and private placement fixed-dividend
sinking fund preferred stock. Adjustable rate preferred stock is preferred
stock that has a dividend rate which is adjusted periodically, typically every
three months, to reflect changes in the general level of interest rates. The
dividend rate on an adjustable rate preferred stock is determined by applying
an adjustment formula, established at the time the stock is issued, which gen-
erally involves a fixed relationship to rates on specific classes of debt se-
curities issued by the U.S. Treasury, with limits on the minimum and maximum
dividend rates that may be paid. Sinking fund preferred stock provides for the
issuer to redeem the outstanding preferred stock according to a predetermined
schedule. Perpetual preferred securities have no sinking fund or maturity fea-
tures, but include a call feature. In order to maintain liquidity of the Port-
folio, the Adviser, at its discretion, may from time to time invest a portion
of the Portfolio's assets in U.S. Treasury bills or similar short-term instru-
ments. (See "SHORT-TERM INVESTMENTS.") Under normal conditions, short-term in-
vestments may comprise up to 35% of the Portfolio's total assets. For tempo-
rary defensive purposes, when economic, market or other conditions so warrant,
the Ad-

7
<PAGE>

viser may invest up to all of the Portfolio's total assets in short-term in-
vestments. In such a situation, income dividends paid by the Portfolio quali-
fying for the dividends received deduction would be greatly reduced.

Preferred stock has a preference over common stock in liquidation (and gen-
erally dividends as well) but is subordinated to the liabilities of the issuer
in all respects. As a general rule, the market value of preferred stock with a
fixed dividend rate and no conversion element varies inversely with interest
rates and perceived credit risk. Because preferred stock is junior to debt se-
curities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield character-
istics.

Cross-hedging strategy. The Adviser does not make interest rate projections
and seeks to preserve capital by implementing and maintaining a constant
cross-hedge. The Portfolio's preferred and fixed income securities investments
are subject to market fluctuation based largely, but not exclusively on the
securities' sensitivity to changes in interest rates. By maintaining a hedge
consisting of U.S. Government futures contracts, options on such futures con-
tracts, and options, the Adviser seeks to reduce interest rate related risk.
Futures contracts provide for the sale by one party and purchase by another
party of a specified amount of a security or financial instrument, at a speci-
fied future time and price. An option is a legal contract that gives the
holder the right to buy or sell a specified amount of the underlying security
or futures contract at a fixed or determinable price upon the exercise of the
option. A call option conveys the right to buy and a put option conveys the
right to sell a specified quantity of the underlying security or futures con-
tract.

The Adviser implements the cross-hedge strategy by monitoring the correla-
tion between the preferred and fixed income securities and the U.S. Government
futures and options markets. Depending upon the Adviser's analysis, futures
and options can be used in a variety of ways. A typical use is to establish a
short position in Government futures contracts or options to offset the prin-
cipal fluctuations of the preferred stock portfolio caused by interest rate
movements. This strategy enables the Adviser to invest across the yield curve,
realizing higher dividend yields, while managing interest rate volatility. The
formula used by the Adviser to analyze and guide its hedging investments is
derived by evaluating the history of price movements in both the preferred
stock, fixed income and U.S. Government securities, futures and options mar-
kets. The Adviser uses sophisticated quantitative analytical techniques, in-
cluding regression analyses and price volatility analyses, to create the nec-
essary statistical data to monitor and adjust the hedging investments. Natu-
rally, historical price movements may bear no relationship to future price
movements.

8
<PAGE>

The Portfolio's preferred and fixed income securities portfolio and its
futures and options positions are intended to produce offsetting capital gains
and losses as interest rates change. As the goal is to achieve a netting ef-
fect of capital gains and losses, the Portfolio's rate of return should re-
flect primarily the dividend and interest income it receives. The hedging po-
sitions that the Portfolio expects to hold normally appreciate in value when
interest rates rise. If any gain on these instruments were realized and used
by the Portfolio to acquire additional preferred stocks, an increase in the
Portfolio's dividend income would result. Conversely, should interest rates
decline, these hedging positions would be expected to decline in value and, if
necessary, the sale of some of the Portfolio's holdings of preferred stocks to
finance hedge losses would cause a decrease in the Portfolio's dividend in-
come. Thus, the successful use of hedging transactions, combined with the fact
that dividend rates on fixed rate preferred stocks do not change in response
to changes in interest rates, should make the Portfolio's income from the
Portfolio's fixed rate preferred stocks increase in rising interest rate envi-
ronments while being relatively resistant to the impact of significant de-
clines in interest rates. The Portfolio's use of hedging instruments and the
availability of gains for investment in additional shares of preferred stock
may be limited by the restrictions and distribution requirements imposed on
the Portfolio in connection with its qualification as a regulated investment
company under the Code. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX-
ES.") The Adviser does not believe that these restrictions and requirements
will materially adversely affect the management of the Portfolio or the abil-
ity of the Portfolio to achieve its investment objective.

The Portfolio may enter into futures and options contracts provided that not
more than 5% of the Portfolio's assets are at the time of acquisition required
as margin deposits or premiums to secure obligations under such contracts. The
primary risks associated with the use of futures and options are (1) imperfect
correlation between the change in market value of the securities held by a
Portfolio and the prices of futures and options relating to the stocks or
bonds purchased or sold by the Portfolio; and (2) possible lack of a liquid
secondary market for a futures contract or option and the resulting inability
to close a futures position which could have an adverse impact on the Portfo-
lio's ability to hedge. In such instance, the Portfolio could suffer poten-
tially unlimited loss, which may exceed the amount originally deposited as
initial margin. In the opinion of the Directors, the risk that the Portfolio
will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market. For additional information regarding futures and options con-
tracts, see the SAI.

The development of hedging techniques and the management of individual port-
folios for institutions have given the Adviser substantial experience in car-
rying out this investment strategy.

9
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

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

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

10
<PAGE>

price. The value of the securities purchased will be evaluated daily, and the
Adviser will, if necessary, require the seller to maintain additional securi-
ties 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 Portfolio to experience a loss or de-
lay in the liquidation of the collateral securing the repurchase agreement.
The Portfolio might also incur disposition costs in liquidating the collater-
al. While the Fund's management acknowledges these risks, it is expected that
they can be controlled through stringent security selection criteria and care-
ful monitoring procedures. The Fund has received permission from the SEC to
pool daily uninvested cash balances of the Fund's Portfolios in order to in-
vest in repurchase agreements on a joint basis. By entering into joint repur-
chase agreements, a Portfolio may incur lower transactions costs and earn
higher rates of interest on joint repurchase agreements. Each Portfolio's con-
tribution would determine its return from a joint repurchase agreement. (See
"SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

11
<PAGE>

maintain a separate account of cash or liquid securities at least equal to the
value of purchase commitments until payment is made. Such segregated securi-
ties will either mature or, if necessary, be sold on or before the settlement
date. Typically, no income accrues on securities purchased on a delayed deliv-
ery basis prior to the time delivery is made, although the Portfolio may earn
income on securities it has deposited in a segregated account. The Portfolio
may engage in when-issued transactions to obtain what is considered to be an
advantageous price and yield at the time of the transaction; however, the
Portfolio does not receive income on such investments until actual issuance of
the securities.

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

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

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

PORTFOLIO TURNOVER

Higher rates (100% or more) of portfolio turnover may result in the realiza-
tion of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES"
for more information on taxation). The Portfolio will normally not engage in
short-term trading, but reserves the right to do so. The table set forth in
"Financial Highlights" presents the Portfolio's historical portfolio turnover
rates.

INVESTMENT LIMITATIONS

The Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than

12
<PAGE>

obligations issued or guaranteed as to principal and interest by the
government of the U.S. or any agency or instrumentality thereof);

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

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

(d) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 10% of a Portfolio's total assets), and (ii)
by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not inconsis-
tent with the 1940 Act and the rules and regulations or interpreta-
tions of the SEC thereunder;

(e) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% of the
Portfolio's gross assets valued at the lower of market or cost, and
purchase additional securities when the Portfolio's borrowings exceed
5% of its total gross assets; and

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

Except as specified above and as described under "INVESTMENT POLICIES" and
"OTHER INVESTMENT POLICIES," the Portfolio's investment policies are not fun-
damental and the Fund's Directors may change such policies without an affirma-
tive vote of a "majority of the outstanding voting securities of the Portfo-
lio," as defined in the 1940 Act.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Funds 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 Fund or a designated Service Agent. (See "VALUATION OF
SHARES.") The minimum initial investment required is $2,500. The minimum ini-
tial investment for IRA accounts is $500. Minimum initial investment for
spousal IRA accounts is $250. Certain exceptions may be permitted by the offi-
cers of the Fund.

13
<PAGE>

Agents may impose additional or different conditions on the purchase or re-
demption 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 different pur-
chase or redemption conditions. Shareholders who are customers of Service
Agents should consult their service agent for information regarding these fees
and conditions. Amounts paid to Service Agents may include transaction fees
and/or service fees paid by the Fund from the Fund assets attributable to the
Service Agent, and which would not be imposed if shares of the Portfolio were
purchased directly from the Fund or the Distributor. Service Agents may pro-
vide shareholder services to their customers that are not available to a
shareholder dealing directly with the Fund. A salesperson and any other person
entitled to receive compensation for selling or servicing Portfolio shares may
receive different compensation with respect to one particular class of shares
over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. The Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it, together with a check
payable to "UAM Funds" to:

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

14
<PAGE>

accept it for investment. The Fund will not accept third-party checks to pur-
chase shares of the Portfolio. If you purchase shares by check, please be sure
that your check is made payable to the "UAM Funds."

BY WIRE

. Telephone the UAM Funds Service Center and provide the account
name, address, telephone number, social security or taxpayer iden-
tification number, the Portfolio selected, the amount being wired
and the name of the bank wiring the funds. The call must be re-
ceived prior to the close of regular trading on the NYSE (generally
4:00 p.m. Eastern Time) to receive that day's price. An account
number and a wire control number will then be provided to you. Next

. Instruct your bank to wire the specified amount to the Fund's Cus-
todian;

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: SAMI Preferred Stock Income Portfolio
Your Account Number_______________
Your Account Name________________
Wire Control Number_______________

(assigned by the UAM Funds Service Center)

. 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.

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as
possible. The bank sending funds may charge for this service. The
Fund's agent reserves the right to charge investors for receipt of
wired funds, but no charge is currently imposed by this service. It
is necessary to obtain a new wire control number every time money
is wired into an account in the Portfolio. Wire control numbers are
effective for one transaction only and cannot be used more than
once. Wired money that is not properly identified with a currently
effective wire control number will be returned to the bank from
which it was wired and will not be credited to the shareholder's
account.

. For wire purchases arranged through Spectrum Asset Management,
Inc., properly completed Applications may be submitted through
Spectrum. Federal Funds purchases will be accepted only on a day on
which the New York Stock Exchange and the Custodian Bank are open
for business.

15
<PAGE>

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares may be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to "UAM Funds") at the above
address or by wiring monies to the Custodian Bank using the instructions out-
lined above. When making additional investments, be sure that your account
number, account name, and the Portfolio to be purchased are specified on the
check or wire.

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

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolio is intended to be a long-term investment vehicle and is not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Portfolio's performance and its shareholders. Accordingly, if the Fund's man-
agement determines that an investor is engaged in excessive trading, the Fund,
with or without prior notice, may reject in whole or part any purchase re-
quest, with respect to such investor's account. Such investors also may be
barred from purchasing other Portfolios of the Fund. Purchases of a Portfo-
lio's shares will be made in full and fractional shares of the Portfolio cal-
culated to three decimal places. Certificates for fractional shares will not
be issued. Certificates for whole shares will not be issued except at the
written request of the shareholder.

16
<PAGE>

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

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

REDEMPTION OF SHARES

Shares of the Portfolio may be redeemed by mail or telephone at any time at
the net asset value of the Portfolio 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;

17
<PAGE>

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Application; and

. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. In addition, all telephone transaction requests will be recorded
and investors may be required to provide additional telecopied written in-
structions of such transaction requests. The Fund or Sub-Transfer Agent may be
liable for any losses due to unauthorized or fraudulent telephone instructions
if the Fund or the Sub-Transfer Agent does not employ the procedures described
above. Neither the Fund nor the Sub-Transfer Agent will be responsible for any
loss, liability, cost or expense for following instructions received by tele-
phone that it reasonably believes to be genuine.

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);

18
<PAGE>

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

The purpose of signature guarantees is to verify the identity of the party
who has authorized a redemption. Signature guarantees will be accepted from
any eligible guarantor institution which participates in a signature guarantee
program. Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities associa-
tions, clearing agencies and savings associations. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital
of at least $100,000. Credit unions must be authorized to issue signature
guarantees.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances as determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by the Portfolio
in lieu of cash in conformity with applicable rules of the SEC. Investors may
incur brokerage charges on the sale of portfolio securities so received in
payment of redemptions.

19
<PAGE>

SHAREHOLDER SERVICES

AUTOMATIC INVESTMENT PLAN

20
<PAGE>

member of ACH. At the shareholder's option, the account designated will be
debited in the specified amount, and shares will be purchased monthly or quar-
terly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

21
<PAGE>

valuation date for which market quotations are readily available are valued
neither exceeding the current asked prices nor less than the current bid pric-
es. Quotations of foreign securities in a foreign currency are converted to
U.S. dollar equivalents. The converted value is based upon the bid price of
the foreign currency against U.S. dollars quoted by any major bank or by a
broker.

Bonds, other fixed income securities and fixed dividends are valued accord-
ing to the broadest and most representative market, which will ordinarily be
the over-the-counter market. Bonds and other fixed income securities may be
valued on the basis of prices provided by a pricing service when such prices
are believed to reflect the fair market value of such securities.

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost, using methods approved by the Board of Directors.

PERFORMANCE CALCULATIONS

The Portfolio's Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with

22
<PAGE>

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
The Portfolio will normally distribute substantially all of its net invest-
ment income (for tax purposes) to shareholders in monthly dividends. If any
net capital gains are realized, each Portfolio will normally distribute them
annually. All dividends and capital gains distributions will be automatically
reinvested in additional shares of the Portfolio unless the Fund is notified
in writing that the shareholder elects to receive distributions in cash.

FEDERAL TAXES

The Portfolio intends to qualify each year as a "regulated investment compa-
ny" under subchapter M of the Internal Revenue Code of 1986, as amended, for
federal income tax purposes and to meet all other requirements that are neces-
sary for it (but not its shareholders) to be exempt generally from federal
taxes on income and gains paid to shareholders in the form of dividends. To do
this, the Portfolio must, among other things, distribute substantially all of
its ordinary income and net capital gains on a current basis and maintain a
portfolio of investments which satisfies certain diversification criteria.

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term or mid-
term capital gains distributions are taxed as long-term or mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.

Dividends and interest received by the Portfolio may give rise to withhold-
ing and other taxes imposed by foreign countries. These taxes reduce the Port-
folio's

23
<PAGE>

dividends but are included in the taxable income reported on your tax state-
ment if the Portfolio qualifies for this tax treatment and elects to pass it
through to you. Consult a tax adviser for more information regarding deduc-
tions and credits for foreign taxes.

INVESTMENT ADVISER

Spectrum Asset Management, Inc. (the "Adviser") is a Connecticut corporation
formed in 1987 and is located at Four High Ridge Park, Stamford, CT 06905. The
Adviser is a wholly-owned subsidiary of United Asset Management Corporation
("UAM"), a holding company, and provides investment management services to
corporations, pension plans, and endowments. As of December 31, 1997, the Ad-
viser had in excess of $1.1 billion in assets under management. Since its in-
ception, the Adviser has concentrated its advisory services in the management
of diversified portfolios of fixed-dividend, preferred stocks for its clients.
Most portfolios have been hedged with U.S. Government securities futures and
options to minimize principal fluctuations of the portfolios caused by inter-
est rate changes.

The Adviser is registered as a broker-dealer and investment adviser with the
SEC and is a member firm of the National Association of Securities Dealers,
Inc. The Adviser is also registered with the Commodity Futures Trading Commis-
sion and the National Futures Association and operates as a commodity trading
adviser and introducing broker.

Under an Investment Advisory Agreement dated as of May 18, 1992, the Adviser
manages the investment and reinvestment of the assets of the Portfolio. The
Adviser must adhere to the stated investment objectives and policies of the
Portfolios, and is subject to the control and supervision of the Fund's Board
of Directors.

As compensation for the services rendered by the Adviser under the Agree-
ment, the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rate to the Portfolio's
average daily net assets for the month: 0.70%.

The Adviser may assume expenses otherwise payable by the Portfolio, to re-
duce the Portfolio's expense ratio. As of the date of this Prospectus, the Ad-
viser has voluntarily agreed to keep the Portfolio's total annual operating
expenses from exceeding 0.99% of its average daily net assets. The Fund will
not reimburse the Adviser for any advisory fees that are waived or Portfolio
expenses that the Adviser may bear on behalf of the Portfolio for a given fis-
cal year.

In addition, the Adviser may compensate its affiliated companies for refer-
ring investors to the Portfolio. The Distributor, UAM, the Adviser, or any of
their affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other serv-
ices performed

24
<PAGE>

with respect to the Fund, a Portfolio or any Class of Shares of a Portfolio.
Payments made for any of these purposes may be made from its revenues, its
profits or any other source available to it. When such service arrangements
are in effect, they are made generally available to all qualified service
providers.

All members of the Adviser's Professional Staff must have at minimum a bach-
elor's degree from a duly accredited institution of higher education and must
receive passing grades on the following exams:

1. General Securities Representative (Series 7);

2. Commodity Futures Associated Person-NFA (Series 3); and

3. Uniform Securities Agent Exam (Blue Sky Law, Series 63).

Below is a list of the professional staff of the Adviser.

SCOTT T. FLEMING -- Principal of Spectrum Asset Management, Inc. Mr. Fleming
was a Director and Principal of DBL Preferred Management, Inc., a wholly-owned
subsidiary of Drexel Burnham Lambert, Inc. Prior to joining DBL, Mr. Fleming
was a financial analyst with EG&G, Inc., where he was responsible for all out-
side money managers as well as managing a significant Adjustable Rate Pre-
ferred Stock portfolio. He is currently licensed as a Financial/Operations
Principal (Series 27), a General Securities Principal (Series 24), Securities
Registered Representative (Series 7), Blue Sky Law (Series 63), and registered
with the NFA as an Associated Person (Series 3) with Spectrum Asset Manage-
ment, Inc., CTA. M.B.A. Finance, Babson College, B.S. Accounting, Bentley Col-
lege.

MARK A. LIEB -- Principal of Spectrum Asset Management, Inc. Director of the
parent company, United Asset Management Corporation. Mr. Lieb was a Founder,
Director and Partner of DBL Preferred Management, Inc., a wholly owned corpo-
rate cash management subsidiary of Drexel Burnham Lambert, Inc. He was instru-
mental in the formation, continual development and execution of all aspects of
the subsidiary including portfolio management. Mr. Lieb's prior employment in-
cluded the development of the preferred stock trading desk at Mosley Hallgar-
ten & Estabrook. He is a licensed Securities Representative (Series 7), Blue
Sky Law (Series 63), General Securities Principal (Series 24), and registered
with the NFA as an Associated Person (Series 3) with Spectrum Asset Manage-
ment, Inc., CTA.

25
<PAGE>

M.B.A. Finance, University of Hartford; B.A. Economics, Central Connecticut
State College.

BERNARD M. SUSSMAN -- Principal of Spectrum Asset Management, Inc. Prior to
joining Spectrum, Mr. Sussman was with Goldman Sachs & Co. for over 17 years.
Mr. Sussman was a General Partner from 1990 to 1994, and managed their Pre-
ferred Stock Department. He was responsible for all sales and trading of fixed
and adjustable rate preferred stocks, auction preferreds, and all other pre-
ferred products. Mr. Sussman coordinated Goldman Sachs & Co.'s effort through
preferred specialists, including the general sales force. Additionally,
Mr. Sussman interacted with the corporate finance department in developing and
marketing new issues. He is a licensed Securities Representative (Series 7),
Blue Sky Law (Series 63), General Securities Principal (Series 24), General
Securities Sales Supervisor, Branch Office Manager (Series 8), and registered
with the NFA as an Associated Person (Series 3) with Spectrum Asset Manage-
ment, Inc., CTA. M.B.A. Finance and B.S. Industrial Relations, Cornell Univer-
sity.

L. PHILIP JACOBY, IV -- Vice President -- Portfolio Management of Spectrum
Asset Management, Inc. Prior to joining Spectrum, Mr. Jacoby was a Senior In-
vestment Officer at USL Capital Corporation (a subsidiary of Ford Motor Corpo-
ration) and was a co-manager of a $600 million preferred stock portfolio and
Vice President, Institutional Sales at E.F. Hutton, Inc. He is currently li-
censed as a General Securities Representative (Series 7), Blue Sky Law (Series
63), a General Securities Principal (Series 24), a Municipal Securities Prin-
cipal (Series 53) and registered with the NFA as an Associated Person (Series
3) with Spectrum Asset Management, Inc., CTA. B.S, B.A., Finance, Boston Uni-
versity.

PATRICK G. HURLEY -- Hedge Manager. Mr. Hurley came to Spectrum Asset Man-
agement, Inc. from James Money Management, Inc. where he served as a Govern-
ment Securities Trader and Computer Specialist. Prior to joining James,
Mr. Hurley was with Oppenheimer & Co., Inc. where he held positions as an As-
sistant Trader Fixed -- Income and Programmer/Analyst. In both positions at
Oppenheimer, he was an integral part of the fixed income arbitrage group which
concentrated on the hedged trading of U.S. Treasury Bond and Note Futures. He
is currently a licensed General Securities Representative (Series 7), Blue Sky
Law (Series 63), and registered with the NFA as an Associated Person (Series
3) with Spectrum Asset Management, Inc., CTA. B.S. Electrical Engineering
(Computer Concentration), University of Notre Dame.

Scott Fleming, Mark Lieb, Bernard Sussman, L. Phillip Jacoby, IV and Patrick
Hurley are primarily responsible for the day-to-day investment management of
the Portfolio. Scott Fleming and Mark Lieb have been primarily responsible
since its commencement of operations. Bernard Sussman, L. Phillip Jacoby, IV
and Patrick Hurley have been responsible since April 1995, January 1995 and
May 1994, respectively.

26
<PAGE>

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 fee for the Portfolio is 0.06% of aggre-
gate net assets.

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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, Massachusetts 02110,
distributes the shares of the Fund. Under the Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the SAMI
Preferred Stock Income Portfolio. The Agreement continues in effect so long as
such continuance is approved at least annually by the Fund's Board of Direc-
tors. Those approving the Agreement must include a majority of Directors who
are neither parties to such Agreement nor interested persons of any such par-
ty. The Agreement provides that the Fund will bear the costs of the registra-
tion of its shares with the SEC and various states and the printing of its
prospectuses, its SAI's and its reports to stockholders. Shares of the Portfo-
lio are also sold through the Adviser's brokerage division pursuant to a sell-
ing-dealer agreement with the Distributor.

27
<PAGE>

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolio and directs the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folio. The Adviser may use its own brokerage facilities under procedures de-
signed to ensure that the charges for the transactions do not exceed usual and
customary levels. Such transactions and the procedures are supervised by the
Fund's Board of Directors.

If consistent with the interests of the Portfolio, the Adviser may select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio in addition to required broker services. Such brokers
may be paid a higher commission than that which another qualified broker would
have charged for effecting the same transaction, provided that such commis-
sions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Portfolio and the Adviser's other clients.

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Portfolio or who act as agents in
the purchase of shares of the Portfolio for their clients.

If a purchase or sale of securities consistent with the investment policies
of the Portfolio and one or more of these other clients served by the Adviser
is considered at or about the same time, transactions in such securities will
be allocated among the Portfolio and clients in a manner deemed fair and rea-
sonable by the Adviser. Although there is no specified formula for allocating
such transactions, allocations are subject to periodic review by the Direc-
tors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares with respect to such Portfolios, without further action by
shareholders. The Board of Directors may create additional Portfolios and
classes of shares of the Fund in the future at its discretion.

28
<PAGE>

As of December 24, 1997, Kansas City Power & Light Company, Kansas City, MO
held of record 34.8% of the outstanding shares of the Portfolio. The persons
or organizations owning 25% or more of the outstanding shares of a Portfolio
may be presumed to "control" (as that term is defined in the 1940 Act) such
Portfolio. As a result, those persons or organizations could have the ability
to vote a majority of the shares of the Portfolio on any matter requiring the
approval of shareholders of such Portfolio.

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP serves as the independent accountants for the Fund.

REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number listed on the cover of this Prospectus.

29
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

30
<PAGE>

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983

Investment Adviser

Spectrum Asset Management, Inc.
Four High Ridge Park
Stamford, CT 06905
(203) 322-0189

Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02710

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The Sirach Portfolios
Institutional Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 9
Investment Policies........................................................ 9
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 19
Purchase of Shares......................................................... 20
Redemption of Shares....................................................... 24
Shareholder Services....................................................... 26
Valuation of Shares........................................................ 28
Performance Calculations................................................... 29
Dividends, Capital Gains Distributions and Taxes........................... 30
Investment Adviser......................................................... 31
Adviser's Historical Performance........................................... 34
Administrative Services.................................................... 37
Distributor................................................................ 37
Portfolio Transactions..................................................... 38
General Information........................................................ 38
UAM Funds -- Institutional Class Shares.................................... 41
</TABLE>
<PAGE>

UAM FUNDS THE SIRACH PORTFOLIOS

INSTITUTIONAL CLASS SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

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 "Port-
folios"), each of which has different investment objectives and policies. The
Sirach Growth, Special Equity, Strategic Balanced, Bond and Equity Portfolios
currently offer two separate classes of shares: Institutional Class Shares and
Institutional Service Class Shares ("Service Class Shares"). Shares of each
class represent equal, pro rata interests in a Portfolio and accrue dividends
in the same manner except that Service Class Shares bear fees payable by the
class to financial institutions for services they provide to the owners of such
shares. The securities offered in this Prospectus are Institutional Class
Shares of five diversified, no-load Portfolios of the Fund managed by Sirach
Capital Management, Inc.

SIRACH GROWTH PORTFOLIO. The objective of the Sirach Growth Portfolio (the
"Growth Portfolio") is to provide long-term capital growth consistent with rea-
sonable risk to principal, by investing primarily in common stocks of companies
that offer long-term growth potential.

SIRACH SPECIAL EQUITY PORTFOLIO. The objective of the Sirach Special Equity
Portfolio (the "Special Equity Portfolio") is to provide maximum long-term
growth of capital consistent with reasonable risk to principal, by investing in
small to medium capitalized companies with particularly attractive financial
characteristics.

SIRACH STRATEGIC BALANCED PORTFOLIO. The objective of the Sirach Strategic
Balanced Portfolio (the "Strategic Balanced Portfolio") is to provide long-term
growth of capital consistent with reasonable risk to principal, by investing in
a diversified portfolio of common stock and fixed income securities.

SIRACH EQUITY PORTFOLIO. The objective of the Sirach Equity Portfolio (the
"Equity Portfolio") is to provide long-term capital growth consistent with rea-
sonable risk to principal, by investing, under normal circumstances, at least
90% of its total assets in common stocks of companies that offer long-term
growth potential.

SIRACH BOND PORTFOLIO. The objective of the Sirach Bond Portfolio (the "Bond
Portfolio") is to achieve above-average total return consistent with reasonable
risk to principal, by investing primarily in dollar-denominated, investment
grade fixed income securities.

There can be no assurance that the Portfolios will achieve their stated
objectives.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI con-
tact the UAM Funds Service Center at 1-800-638-7983.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>

SIRACH INSTITUTIONAL CLASS
FUND EXPENSES

The following table illustrates expenses and fees which shareholders of the
Portfolios' Institutional Class Shares will incur. The Fund does not charge
transaction expenses. Transaction fees may be charged if a broker-dealer or
other financial intermediary deals with the Fund on your behalf. (See "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SPECIAL STRATEGIC
GROWTH EQUITY BALANCED EQUITY BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Sales Load Imposed on
Purchases............. NONE NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends.. NONE NONE NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE NONE NONE
Redemption Fees......... NONE NONE NONE NONE NONE
Exchange Fee............ NONE NONE NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
SPECIAL STRATEGIC
GROWTH EQUITY BALANCED EQUITY BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES CLASS SHARES
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fees
(After Fee Waiver)....... 0.65% 0.70% 0.65% 0.00%** 0.21%**
12b-1 Fees................. NONE NONE NONE NONE NONE
Other Expenses............. 0.11% 0.05% 0.14% 0.37% 0.16%
Administrative Fees....... 0.14% 0.14% 0.18% 0.53% 0.13%
---- ---- ---- ---- ----
Total Operating Expenses
(After Fee Waiver).......... 0.90%* 0.89%* 0.97%* 0.90%*,** 0.50%**
==== ==== ==== ==== ====
</TABLE>
- -----------

* The Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Strategic Bal-
anced, Growth, Special Equity and Equity Portfolios' Institutional Class
Shares would not differ from the figures shown in the table.
** Absent the Adviser's fee waiver, Investment Advisory Fees and Total Operat-
ing Expenses for the fiscal year ended October 31, 1997 of the Equity Port-
folio would have been 0.65% and 1.43%, respectively, and would have been
0.35% and 0.64%, respectively, for the Bond Portfolio.

1
<PAGE>

The above table shows various fees and expenses an investor would bear di-
rectly or indirectly. With the exception of the Bond Portfolio, the expenses
and fees for the Portfolios set forth above are based on operations during the
fiscal year ended October 31, 1997. The expenses and fees set forth above for
the Bond Portfolio are based on estimates. For purposes of calculating the
fees set forth above, the table assumes that the Bond Portfolio's average
daily assets will be $100 million.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Equity and Bond Portfolios to
reduce expense ratios. As of the date of this Prospectus, the Adviser has
agreed to keep the Equity and Bond Portfolios Institutional Class Shares from
exceeding 0.90% and 0.50% respectively, of average daily net assets. The Fund
will not reimburse the Adviser for any advisory fees that are waived or Port-
folio expenses that the Adviser may bear on behalf of a Portfolio for a given
fiscal year.

EXAMPLE

The following example illustrates expenses an Institutional Class share-
holder would pay on a $1,000 investment over various time periods assuming (1)
a 5% annual rate of return and (2) redemption at the end of each time period.
The Portfolios charge no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Portfolio Institutional Class
Shares................................... $ 9 $29 $50 $111
Special Equity Portfolio Institutional
Class Shares............................. $ 9 $28 $49 $110
Strategic Balanced Portfolio Institutional
Class Shares............................. $10 $31 $54 $119
Equity Portfolio Institutional Class
Shares................................... $ 9 $29 $50 $111
Bond Portfolio Institutional Class Shares.. $ 5 $16 * *
</TABLE>
- -----------

* As the Bond Portfolio commenced operations on November 3, 1997, the Fund has
not projected expenses beyond the three year period shown.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Sirach Capital Management, Inc. (the "Adviser"), an investment counseling
firm founded in 1970, serves as investment adviser to the Portfolios. The Ad-
viser presently manages approximately $7 billion in assets for institutional
clients and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $2,500. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. Mini-
mum initial investment for spousal IRA accounts is $250. Certain exceptions to
the initial or minimum investment amounts may be permitted by the officers of
the Fund. (See "PURCHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS

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. Shares of the Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

ADMINISTRATIVE SERVICES

3
<PAGE>

RISK FACTORS

The value of each Portfolio's shares will fluctuate in response to changes
in market and economic conditions, as well as the financial conditions and
prospects of the issuers in which a Portfolio invests. Prospective investors
should consider the following: (1) The Strategic Balanced Portfolio and Bond
Portfolio may invest a portion of their assets in derivatives including
futures contracts and options (See "FUTURES CONTRACTS AND OPTIONS"); (2) The
Special Equity Portfolio invests primarily in small and medium capitalization
companies, some of which may be foreign based (See "INVESTMENT POLICIES" and
"FOREIGN INVESTMENTS"); (3) In general, the Portfolios will not trade for
short-term profits, but when circumstances warrant, investments may be sold
without regard to the length of time held. High rates of portfolio turnover
may result in additional transaction costs and the realization of capital
gains (See "PORTFOLIO TURNOVER"); and (4) In addition, each Portfolio may use
various investment practices, including investing in repurchase agreements,
when issued, forward delivery and delayed settlement securities and lending of
securities (See "OTHER INVESTMENT POLICIES").

4
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables provide selected per share information for a share out-
standing throughout each of the respective periods presented for the Special
Equity, Growth, Strategic Balanced and Equity Institutional Class Shares.
These tables are part of the Portfolios' Financial Statements, which are in-
cluded in the Portfolios' October 31, 1997 Annual Report to Shareholders. The
Financial Statements are included in the Portfolios' SAI. The Portfolios' Fi-
nancial Statements have been audited by Price Waterhouse LLP. Their unquali-
fied opinion on the Financial Statements is also included into the SAI. Please
read the following information in conjunction with the Portfolios' October 31,
1997 Annual Report to Shareholders. The Bond Portfolio's Institutional Class
Shares had not commenced operations during the fiscal year ended October 31,
1997 and no financial highlight table is included for it.

SIRACH SPECIAL EQUITY PORTFOLIO
<TABLE>
<CAPTION>
OCTOBER 2,**
YEARS ENDED OCTOBER 31, 1989 TO
--------------------------------------------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 17.98 $ 18.80 $ 16.10 $ 19.10 $ 15.03 $ 13.90 $ 8.58 $ 9.67 $ 10.00
-------- -------- -------- -------- -------- -------- -------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS.............
Net Investment Income
(Loss)................ (0.09) (0.06) 0.11 0.04 (0.01) 0.05 0.07 0.15 0.02
Net Realized and
Unrealized Gain
(Loss) on
Investments........... 0.98 3.51 3.65 (0.90) 4.68 1.13 5.33 (1.08) (0.35)
-------- -------- -------- -------- -------- -------- -------- ------- -------
TOTAL FROM INVESTMENT
OPERATIONS........... 0.89 3.45 3.76 (0.86) 4.67 1.18 5.40 (0.93) (0.33)
-------- -------- -------- -------- -------- -------- -------- ------- -------
DISTRIBUTIONS
Net Investment
Income................ -- (0.03) (0.11) (0.02) (0.01) (0.05) (0.08) (0.16) --
Net Realized Gain...... (3.92) (4.24) (0.95) (2.12) (0.59) -- -- -- --
-------- -------- -------- -------- -------- -------- -------- ------- -------
Total Distributions... (3.92) (4.27) (1.06) (2.14) (0.60) (0.05) (0.08) (0.16) --
-------- -------- -------- -------- -------- -------- -------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 14.95 $ 17.98 $ 18.80 $ 16.10 $ 19.10 $ 15.03 $ 13.90 $ 8.58 $ 9.67
======== ======== ======== ======== ======== ======== ======== ======= =======
TOTAL RETURN............ 8.11% 23.62% 25.31% (4.68)% 31.81% 8.50% 63.13% (9.78)% (3.30)%
======== ======== ======== ======== ======== ======== ======== ======= =======
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (Thousands).... $368,430 $441,326 $498,026 $513,468 $528,078 $358,714 $255,118 $73,098 $25,679
Ratio of Expenses to
Average Net Assets.... 0.89% 0.87% 0.85% 0.88% 0.89% 0.90% 0.92% 0.98% 1.90%*
Ratio of Net
Investment Income
(Loss) to Average Net
Assets................ (0.53)% (0.29)% 0.64% 0.27% (0.03)% 0.38% 0.61% 1.71% 2.64%*
Portfolio Turnover
Rate.................. 114% 129% 137% 107% 102% 122% 85% 108% 7%
Average Commission
Rate#................. $ 0.0571 $ 0.0590 N/A N/A N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets............... 0.89% 0.87% 0.85 N/A N/A N/A N/A N/A N/A
</TABLE>
- -----------

* Annualized.

** Commencement of operations.

# For fiscal years 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 during the period.

5
<PAGE>

SIRACH GROWTH PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 1,
YEARS ENDED OCTOBER 31, 1993+ TO
---------------------------- OCTOBER 31,
1997 1996 1995 1994
-------- -------- -------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD............................ $ 14.01 $ 11.35 $ 9.66 $ 10.00
-------- -------- -------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............. 0.12 0.12 0.15 0.10
Net Realized and Unrealized Gain
(Loss) on Investments............ 3.55 2.65 1.70 (0.36)
-------- -------- -------- -------
TOTAL FROM INVESTMENT
OPERATIONS...................... 3.67 2.77 1.85 (0.26)
-------- -------- -------- -------
DISTRIBUTIONS
Net Investment Income............. (0.13) (0.11) (0.16) (0.08)
Realized Net Gain................. (2.11) -- -- --
-------- -------- -------- -------
Total Distributions.............. (2.24) (0.11) (0.16) (0.08)
-------- -------- -------- -------
NET ASSET VALUE, END OF PERIOD..... $ 15.44 $ 14.01 $ 11.35 $ 9.66
======== ======== ======== =======
TOTAL RETURN....................... 30.86% 24.52% 19.33% (2.58)%**
======== ======== ======== =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period
(Thousands)...................... $132,530 $128,982 $114,787 $80,944
Ratio of Expenses to Average Net
Assets........................... 0.90% 0.87% 0.86% 0.92%*
Ratio of Net Investment Income to
Average Net Assets............... 0.84% 0.97% 1.48% 1.13%*
Portfolio Turnover Rate........... 138% 151% 119% 141%
Average Commission Rate#.......... $ 0.0600 $ 0.0600 N/A N/A
Ratio of Expenses to Average Net
Assets Including Expense
Offsets.......................... 0.90% 0.86% 0.84% N/A
</TABLE>
- -----------

* Annualized.

** Not annualized.

+ Commencement of operations.

# For fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged during the period.

6
<PAGE>

SIRACH STRATEGIC BALANCED PORTFOLIO

<TABLE>
<CAPTION>
DECEMBER 1,
YEARS ENDED OCTOBER 31, 1993+ TO
------------------------- OCTOBER 31,
1997 1996 1995 1994
------- ------- ------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.. $ 11.99 $ 10.75 $ 9.35 $ 10.00
------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................ 0.37 0.36 0.36 0.27
Net Realized and Unrealized Gain
(Loss) on Investments............... 1.81 1.24 1.39 (0.69)
------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS.... 2.18 1.60 1.75 (0.42)
------- ------- ------- -------
DISTRIBUTIONS
Net Investment Income................ (0.37) (0.36) (0.35) (0.23)
Realized Net Gain.................... (1.36) -- -- --
------- ------- ------- -------
Total Distributions................. (1.73) (0.36) (0.35) (0.23)
------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD........ $ 12.44 $ 11.99 $ 10.75 $ 9.35
======= ======= ======= =======
TOTAL RETURN.......................... 20.78% 15.13% 19.10% (4.19)%**
======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period
(Thousands)......................... $86,204 $83,430 $95,834 $99,564
Ratio of Expenses to Average Net
Assets.............................. 0.97% 0.93% 0.87% 0.90%*
Ratio of Net Investment Income to
Average Net Assets.................. 3.06% 3.04% 3.49% 3.05%*
Portfolio Turnover Rate.............. 128% 172% 158% 158%
Average Commission Rate#............. $0.0598 $0.0600 N/A N/A
Ratio of Expenses to Average Net
Assets Including Expense Offsets.... 0.97% 0.92% 0.86% N/A
</TABLE>
- -----------

* Annualized.

** Not annualized.

+ Commencement of operations.

# For fiscal years 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 during the period.

7
<PAGE>

SIRACH EQUITY PORTFOLIO

<TABLE>
<CAPTION>
JULY 1, 1996+
YEAR ENDED TO
OCTOBER 31, 1997 OCTOBER 31, 1996
---------------- ----------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $ 10.97 $ 10.00
------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................... 0.03 0.01
Net Realized and Unrealized Gain............ 3.06 0.97
------- -------
TOTAL FROM INVESTMENT OPERATIONS........... 3.09 0.98
------- -------
DISTRIBUTIONS
Net Investment Income....................... (0.02) (0.01)
Net Realized Gain........................... (0.06) --
------- -------
Total Distributions........................ (0.08) (0.01)
------- -------
NET ASSET VALUE, END OF PERIOD............... $ 13.98 $ 10.97
======= =======
TOTAL RETURN++............................... 28.34% 9.80%**
======= =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....... $26,169 $ 6,410
Ratio of Expenses to Average Net Assets..... 0.90% 1.03%*
Ratio of Net Investment Income to Average
Net Assets................................. 0.30% 0.39%*
Portfolio Turnover Rate..................... 89% 34%
Average Commission Rate..................... $0.0599 $0.0600
Voluntary Waived Fees and Expenses Assumed
by the Adviser Per Share................... $ 0.05 $ 0.14
Ratio of Expenses to Average Net Assets
Including Expense Offsets.................. 0.90% 0.90%*
</TABLE>
- -----------

* Annualized.

** Not annualized.

+ Commencement of operations.
++ Total Return would have been lower had certain fees not been waived and ex-
penses assumed by the Adviser during the period indicated.

8
<PAGE>

INVESTMENT OBJECTIVES

GROWTH PORTFOLIO. The objective of the Growth Portfolio is to provide long-
term capital growth consistent with reasonable risk to principal, by investing
primarily in common stocks of companies that offer long-term growth potential.

SPECIAL EQUITY PORTFOLIO. The objective of the Special Equity Portfolio is
to provide maximum long-term growth of capital consistent with reasonable risk
to principal, by investing in small to medium capitalized companies with par-
ticularly attractive financial characteristics. Attractive financial charac-
teristics are measured by the Adviser's ranking system as described below.

STRATEGIC BALANCED PORTFOLIO. The objective of the Strategic Balanced Port-
folio is to provide long-term growth of capital consistent with reasonable
risk to principal, by investing in a diversified portfolio of common stocks
and fixed income securities. The proportion of the Portfolio's assets invested
in fixed income or common stocks will vary as market conditions warrant. A
typical asset mix for the Portfolio, however, is expected to be 50% common
stocks and 50% fixed income securities. Cash equivalent investments will be
maintained when deemed appropriate by the Adviser.

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide long-
term capital growth consistent with reasonable risk to principal, by invest-
ing, under normal circumstances, at least 90% of its total assets in common
stocks of companies that offer long-term growth potential. Growth potential is
measured by the Adviser's ranking system described below.

BOND PORTFOLIO. The objective of the Sirach Bond Portfolio is to achieve
above-average total return consistent with reasonable risk to principal by in-
vesting primarily in dollar-denominated, investment grade fixed income securi-
ties of varying maturities. Income return is expected to be a predominant por-
tion of the Portfolio's total return. Any capital return on the Portfolio is
dependent upon interest rate movements. The capital return from the Portfolio
will vary according to, among other factors, interest rate changes and the av-
erage maturity (duration) of the Portfolio.

There can be no assurance that the Portfolios will achieve their stated ob-
jectives.

INVESTMENT POLICIES

GROWTH PORTFOLIO. The Growth Portfolio seeks to achieve its objective by in-
vesting in common stocks of companies that are small, medium and large growth
companies deemed by the Adviser to offer long-term growth potential. The secu-
rities selected will be from a universe of approximately 4,000 companies
listed on the New York and American Stock Exchanges and on the National Asso-
ciation of

9
<PAGE>

Securities Dealers Automated Quotation system ("NASDAQ"). The Portfolio may
also invest in convertible bonds or convertible preferred stocks.

The Adviser's security selection process for the Portfolio will focus on
those companies that rank high on the Adviser's proprietary ranking system.
The ranking system consists of five buying tests that are ranked according to
decile. The Adviser believes that companies that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period
of time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise" probabilities, relative price strength, and
cash reinvestment rates. The Adviser screens the approximately 4,000 companies
referred to above to identify potentially attractive securities. The list of
potential investments is narrowed further by the use of traditional fundamen-
tal security analysis. The Adviser focuses particular attention on those com-
panies whose recent earnings have exceeded consensus expectations.

Under normal circumstances, it is anticipated that cash reserves will repre-
sent less than 20% of the Portfolio's assets. (See "SHORT-TERM INVESTMENTS.")

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased, if they pass the selection
process outlined above. The Portfolio may invest up to 20% of its assets in
shares of foreign based companies. In addition, if shares of a foreign company
are purchased, they must be traded in the United States as sponsored American
Depository Receipts ("ADRs"), which are U.S. domestic securities representing
ownership rights in foreign companies. (See "FOREIGN INVESTMENTS.")

SPECIAL EQUITY PORTFOLIO. The Portfolio seeks to achieve its objective by
investing primarily in the common stocks of companies with market capitaliza-
tions of $100 million to $2 billion dollars. Securities selected for the Port-
folio will be chosen from the New York Stock Exchange and American Stock Ex-
change or from the over the counter markets operated by the National Associa-
tion of Securities Dealers, Inc.

The security selection process for the Portfolio focuses on those companies
within the market capitalization specified above and that rank above average
on the Adviser's proprietary "ranking system." The "ranking system" consists
of five buying tests that are ranked according to decile. The Adviser believes
that companies with smaller capitalizations that possess a higher "ranking
score" are likely to provide superior rates of return over an extended period
of time relative to the stock market in general. The components of the ranking
system include past earnings per share growth rates, earnings acceleration,
prospective earnings "surprise"

10
<PAGE>

probabilities, relative price strength, and cash reinvestment rates. The Ad-
viser screens a universe of several thousand smaller to medium capitalized
companies to identify potentially attractive securities. The list of potential
investments is narrowed further by the use of traditional fundamental security
analysis. In addition, the Adviser focuses particular attention on those com-
panies whose earnings momentum are accelerating and/or whose recent earnings
have exceeded the Adviser's expectations.

It is anticipated that under normal circumstances cash reserves will repre-
sent less than 20% of the Portfolio's assets.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased if they pass the selection
process outlined above. In addition, if shares of a foreign company are pur-
chased, they must be traded in the United States as ADRs described under
"GROWTH PORTFOLIO." Under normal circumstances, ADRs will not comprise more
than 20% of the Portfolio's assets. (See "FOREIGN INVESTMENTS.")

STRATEGIC BALANCED PORTFOLIO. The Strategic Balanced Portfolio is designed
to provide a single vehicle with which to participate in the Adviser's equity
and fixed income strategies, combined with the Adviser's asset allocation de-
cisions. The Portfolio seeks to achieve its objective by investing in a combi-
nation of stocks, bonds and short-term cash equivalents. A typical asset mix
of the Portfolio is expected to be 50% equities and 50% fixed income securi-
ties. Depending upon market conditions, the mix may vary, and cash equivalent
investments will be maintained when deemed appropriate by the Adviser. Under
normal conditions, the range of exposure to fixed income securities is ex-
pected to be 25% to 50% of the Portfolio, and the range of exposure to equity
securities is expected to be 35% to 70%. However, at least 25% of the Portfo-
lio's total assets will always be invested in fixed income senior securities
including debt securities and preferred stock.

Equity and fixed income securities are selected using approaches identical
to those for the Growth Portfolio set forth above and the Bond Portfolio as
set forth below.

EQUITY PORTFOLIO. The Portfolio seeks to achieve its objective by investing
primarily in common stocks of companies that are small, medium and large capi-
talization growth companies deemed by the Adviser to offer long-term poten-
tial.

11
<PAGE>

rates of return over an extended period of time relative to the stock market
in general. The components of the ranking system include past earnings per
share growth rates, earnings acceleration, prospective earnings "surprise"
probabilities, relative price strength and cash reinvestment rates. The Ad-
viser screens a universe of approximately 4,000 companies to identify poten-
tially attractive securities. The list of potential investments is narrowed
further by the use of traditional fundamental security analysis. The Adviser
focuses particular attention on those companies whose recent earnings have ex-
ceeded consensus expectations.

In seeking to fulfill its investment objective, the Portfolio, under normal
circumstances, will invest at least 90% of its assets in equity securities,
consisting primarily of common stock; however, the Portfolio may also invest
in convertible bonds or convertible preferred stocks. The Portfolio may invest
a portion of its assets in shares of foreign based companies. If shares of a
foreign company are purchased, they must be traded in the United States as
sponsored ADRs. (See "FOREIGN INVESTMENTS.")

BOND PORTFOLIO. The Portfolio seeks to achieve its objective by investing at
least 75% of its total assets, under normal circumstances, in a diversified
mix of dollar-denominated, investment grade fixed income securities of varying
maturities including securities of the U.S. Government and its agencies, cor-
porate bonds, mortgage-backed securities including CMOs, asset-backed securi-
ties, Yankee bonds and various short-term instruments. (See "OTHER INVESTMENT
POLICIES.")

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to those bonds having one of the four highest grades assigned by Moody's
Investors Services, Inc. ("Moody's") (Aaa, Aa, A or Baa ) or Standard and
Poor's Ratings Services ("S&P") (AAA, AA, A or BBB). Securities rated Baa by
Moody's or BBB by S&P may have speculative characteristics and could be more
sensitive to changes in the economy and the financial condition of issuers
than higher rated bonds. However, the Adviser reserves the right to retain se-
curities which are down-graded by one or both of the rating agencies if, in
its judgment, retention is warranted. Mortgage-backed securities in which the
Portfolio may invest will either carry a guarantee from an agency of the U.S.
Government or a private issuer of the timely payment of principal and interest
or will otherwise be investment grade quality, as determined by the Adviser.
The Portfolio's SAI contains a more detailed description of corporate bond
ratings.

Regardless of the rating category, the credit quality of bonds can change
unexpectedly, and even recently-issued credit ratings may not fully reflect
the actual risks posed by a particular security. It is the Portfolio's policy
not to rely primarily on ratings issued by established credit rating agencies,
but to utilize such

12
<PAGE>

ratings in conjunction with the Adviser's own independent and on-going review
of credit quality.

The Adviser attempts to be risk averse, believing that preserving principal
in periods of rising interest rates should lead to above-average returns over
the long run. The maturity structure of the Portfolio will be largely deter-
mined by the Adviser's assessment of current economic conditions and trends,
the Federal Reserve Board's management of monetary policy, fiscal policy, in-
flation expectations, government and private credit demands and global condi-
tions. Once these factors have been carefully analyzed, the average
maturity/duration of the Portfolio will be adjusted to reflect the Adviser's
outlook. Under normal market conditions, the weighted average maturity will
range between eight and twelve years, and the weighted average duration will
range between four and six years. Over a complete market cycle, the average
portfolio maturity and duration will ordinarily approximate the average matu-
rity and duration of the general market.

Additionally, the Adviser attempts to emphasize relative values within se-
lected maturity ranges. Interest rate spreads between different quality rang-
es, by types of issues and within coupon areas are monitored, and the Portfo-
lio will be structured to take advantage of relative values within these
areas. Marketability of individual issues and diversification within the Port-
folio will be emphasized. The Portfolio will hold, under normal circumstances,
no more than 10% of its assets in any single non-governmental issue.

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, 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 S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quali-
ty.

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% (15% of the Bond Portfolio) of the total as-
sets of a Portfolio. No Portfolio will invest in any security issued by a com-
mercial bank unless (i) the bank has total assets of at least $1 billion, or
the equivalent in other currencies, (ii) in the case of U.S. banks, it is a
member of the Federal Deposit Insurance Corporation, and (iii) in the case of
foreign branches of U.S. banks, the security is, in the opinion of the Advis-
er, of an investment quality comparable with other debt securities which may
be purchased by each Portfolio.

13
<PAGE>

The Fund has received permission from the SEC to pool daily uninvested cash
balances of the Fund's Portfolios in order to invest in repurchase agreements
on a joint basis. By entering into joint repurchase agreements, a Portfolio
may incur lower transaction costs and earn higher rates of interest on joint
repurchase agreements. Each Portfolio's contribution would determine its re-
turn from a joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain transac-
tions.

14
<PAGE>

A Portfolio will not loan portfolio securities to the extent that greater than
one-third of its total assets at fair market value, would be committed to
loans. By lending its investment securities, a Portfolio attempts to increase
its income through the receipt of interest on the loan. Any gain or loss in
the market price of the securities loaned that might occur during the term of
the loan would be for the account of the Portfolio. A Portfolio may lend its
investment securities to qualified brokers, dealers, domestic and foreign
banks or other financial institutions, so long as the terms, the structure and
the aggregate amount of such loans are not inconsistent with the Investment
Company Act of 1940, as amended (the "1940 Act"). All relevant facts and cir-
cumstances, including the creditworthiness of the broker, dealer or institu-
tion, will be considered by the Adviser in making decisions with respect to
the lending of securities, subject to review by the Fund's Board of Directors.

At the present time, the SEC does not object if an investment company pays
reasonable negotiated fees in connection with loaned securities so long as
such fees are set forth in a written contract and approved by the investment
company's Board of Directors. A Portfolio will continue to retain any voting
rights with respect to the loaned securities. If a material event occurs af-
fecting an investment on loan, the loan must be called and the securities vot-
ed.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices--not to in-
crease its investment leverage.

PORTFOLIO TURNOVER

It is expected that the annual portfolio turnover for the Bond Portfolio
will not exceed 200%. In addition to Portfolio trading costs, higher rates
(100% or more)

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<PAGE>

of portfolio turnover may result in the realization of capital gains. To the
extent net short-term capital gains are realized, any distributions resulting
from such gains are considered ordinary gains for income tax purposes. (See
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more information on
taxation.) The Portfolios will not normally engage in short-term trading, but
each reserves the right to do so. Except for the Bond Portfolio, the tables
set forth in "Financial Highlights" present the Portfolios' historical portfo-
lio turnover rates.

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. Some non-U.S. securities of foreign com-
panies may be less liquid and more volatile than securities of comparable U.S.
companies. In addition, in certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those coun-
tries.

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<PAGE>

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested, and to reduce transaction costs, the
Strategic Balanced and Bond Portfolios may invest in bond futures and options
and interest rate futures contracts. Because transaction costs associated with
futures and options may be lower than the costs of investing in bonds direct-
ly, it is expected that use of index futures and options to facilitate cash
flows may reduce the Portfolios' overall transaction costs. The Portfolios may
enter into futures contracts provided that not more than 5% of its total as-
sets are at the time of acquisition required as margin deposit to secure obli-
gations under such contracts. The Portfolios will engage in futures and op-
tions transactions for hedging purposes only and not for speculative purposes.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. Each of the Portfolios may also invest up
to 15% of its net assets (except the Special Equity Portfolio which may invest
up to 10% of its net assets) in illiquid securities. Prices realized from
sales of these securities could be more or less than those originally paid by
the Portfolio or less than what may be considered the fair value of such secu-
rities.

MORTGAGE-BACKED SECURITIES

The Strategic Balanced and Bond Portfolios may invest in mortgage-backed se-
curities. Mortgage-backed securities are collateralized by pools of mortgages
assembled for subsequent sale to investors by various governmental agencies
and sponsored organizations as well as by private issuers. The underlying as-
sets collateralizing the mortgage-backed securities may include single-family,
multifamily and commercial properties. The two fundamental forms of mortgage-
backed securities are pass-throughs and collateralized mortgage obligations
("CMOs").

17
<PAGE>

Pass-throughs produce monthly payments of principal and interest from the un-
derlying mortgages. CMOs divide the cash flows generated from the underlying
mortgages or mortgage pass-through securities into different segments known as
"tranches," which are then retired sequentially over time in order of priori-
ty. The market value and yield of mortgage-backed securities will fluctuate
due to market interest rate change and prepayment variability of the under-
lying mortgages. As prepayment rates on mortgages vary widely, it is difficult
to accurately predict the average maturity of a particular pool of mortgages
or tranches of CMOs. Although mortgage-backed securities may offer higher
yields than those available from other types of securities, they may be less
effective than other types of securities as a means of "locking in" an attrac-
tive rate for an extended period because of the prepayment feature. Prepayment
risk has two important effects. First, like bonds in general, mortgage-backed
securities will generally decline in price when interest rates rise. Second,
when interest rates fall and additional mortgage prepayments must be rein-
vested at lower interest rates, a Portfolio's rate of dividend income may be
reduced. Mortgage-backed securities in which the Portfolios may invest will
either carry a guarantee from an agency of the U.S. Government or a private
issuer of the timely payment of principal and interest or are suitably struc-
tured to be considered by the Adviser to be of investment grade quality.

ASSET-BACKED SECURITIES

The Strategic Balanced and Bond Portfolios may invest in asset-backed secu-
rities. Asset-backed securities are collateralized by short maturity loans
such as automobile receivables, credit card receivables, or other types of re-
ceivables or assets, the payments from which are passed through to the secu-
rity holder. Credit support for asset-backed securities may be based on the
underlying assets and/or provided through credit enhancements by a third par-
ty. Credit enhancement techniques include letters of credit, insurance bonds,
limited guarantees (which are generally provided by the issuer), senior-subor-
dinated structures and over-collateralization. The value of these securities
may be significantly affected by changes in interest rates, the market's per-
ceptions of the issuers and the creditworthiness of the parties involved.

YANKEE BONDS

The Strategic Balanced and Bond Portfolios may invest in Yankee bonds. Yan-
kee bonds are dollar-denominated bonds issued inside the United States by for-
eign entities. Investment in these securities involve certain risks which are
not typically associated with investing in domestic securities. Non-U.S.-based
issuers are not subject to the same accounting, auditing and financial report-
ing standards as are domestic issuers. There may be less publicly-available
information about non-U.S.-based issuers which may make it difficult to make
investment decisions. Political factors may have an impact in the form of con-
fiscatory taxation, expropriation or political instability in international
markets. Some foreign governments also levy withholding taxes against dividend
and interest income. Although in some

18
<PAGE>

countries a portion of the taxes is recoverable, the non-recovered portion of
foreign withholding taxes will reduce the income each Portfolio receives from
the companies comprising its investments.

Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Directors may
change such policies without an affirmative vote of a "majority of the out-
standing voting securities" of a Portfolio, as defined in the 1940 Act.

INVESTMENT LIMITATIONS
Each Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and interest
by the U.S. government or any of its agencies or instrumentalities);

(b) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the se-
curities of companies that have (with predecessors) a continuous operating
history of less than 3 years;

(d) invest more than 25% of its assets in companies within a single in-
dustry; however, there are no limitations on investments made in instru-
ments issued or guaranteed by the U.S. Government and its agencies when
the portfolio adopts a temporary defensive position;

(e) make loans except (i) by purchasing bonds, debentures or similar ob-
ligations which are publicly distributed, (including repurchase agreements
provided, however, that repurchase agreements maturing in more than seven
days, together with securities which are not readily marketable, will not
exceed 10% (15% of the Bond Portfolio's total assets) of each of the Port-
folio's total assets), and (ii) by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long as such
loans are not inconsistent with the 1940 Act and the Rules and Regulations
or interpretations of the SEC thereunder;

(f)(i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33 1/3%
(10% for the Special Equity Portfolio) of each Portfolio's gross assets
valued at the lower of market or cost, and (ii) a Portfolio may not pur-
chase 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 Bond Fund) of its total assets at fair
market value.

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<PAGE>

The investment objectives of the Portfolios are fundamental and with respect
to each Portfolio may be changed only with the approval of the holders of a
majority of the outstanding shares of such Portfolio. Except for limitations
(a), (b), (d), (e), and (f)(i), the Growth, Strategic Balanced, Equity and
Bond Portfolios' investment limitations and policies described in this Pro-
spectus and in the SAI are not fundamental and may be changed by the Fund's
Board of Directors upon reasonable notice to investors. The investment limita-
tions of the Special Equity Portfolio described here and in the SAI are funda-
mental policies and may be changed only with the approval of the holders of a
majority of the outstanding shares of the Portfolio. If a percentage limita-
tion on investment or utilization of assets as set forth above is adhered to
at the time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolios' assets will not he con-
sidered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or its designated Service Agent. (See "VALUATION OF
SHARES.") The minimum initial investment required is $2,500. The minimum ini-
tial investment for 401(k) plans is $500. The minimum initial investment for
IRA accounts is $500. The minimum initial investment for spousal IRA accounts
is $250. Certain exceptions may be permitted by the officers of the Fund.

Shares of the Portfolios may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") that have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions on purchases or
redemptions of Portfolio shares and may charge transaction or other account
fees. Each Service Agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding additional or different
purchase or redemption conditions. Shareholders who are customers of Service
Agents should consult their Service Agent for information regarding these fees
and conditions. Amounts paid to Service Agents may include transaction fees
and/or service fees paid by the Fund from the Fund assets attributable to the
Service Agent, which would not be imposed if shares of the Portfolio were pur-
chased directly from the Fund or the Distributor. Service Agents may provide
shareholder services to their customers that are not available to a share-
holder dealing directly with the Fund. A salesperson and any other person en-
titled to receive compensation for selling or servicing Portfolio shares may
receive different compensation with respect to one particular class of shares
over another in the Fund.

20
<PAGE>

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than a Portfolio's pricing on the following business day. If payment is
not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company ("CGFSC") by such time, the Service Agent could be held liable for re-
sulting fees or losses. A Portfolio may be deemed to have received a purchase
or redemption order when a Service Agent, or, if applicable, its authorized
designee, accepts the order. Orders received by the Fund in proper form will
be priced at a Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it together with a check made
payable to "UAM Funds" to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Payment for purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. (See
"OTHER PURCHASE INFORMATION.") Payment does not need to be converted into Fed-
eral Funds (monies credited to the Fund's Custodian Bank by a Federal Reserve
Bank) before the Fund will accept it for investment. The Fund will not accept
third-party checks to purchase shares of the Portfolios. If you purchase
shares by check, please be sure that your check is made payable to the "UAM
Funds."

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. The call must be received prior to the close of regu-
lar trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern Time) to receive that day's price. An account number and a wire
control number will then be provided to you, in addition to wiring in-
structions. Next,

21
<PAGE>

. Instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank

ABA # 02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
-------------------
Your Account Number
-------------------
Your Account Name
-------------------
Wire Control Number
-------------------

(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed for this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in the Portfolio. Wire control numbers are effective for one
transaction only and cannot be used more than once. Wired money that is
not properly identified with a currently effective wire control number
will be returned to the bank from which it was wired and will not be
credited to the shareholder's account.

Prior to wiring additional investments, please notify the UAM Funds Service
Center by calling the number on the cover of this Prospectus. Mail orders
should include, when possible, the "Invest by Mail" stub which accompanies any
Fund confirmation statement.

PURCHASE BY ACH

22
<PAGE>

account at least 15 days prior to your initiating an ACH transaction. (SEE
"SHAREHOLDER SERVICES--AUTOMATIC INVESTMENT PLAN")

OTHER PURCHASE INFORMATION

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. The Portfolios are intended to be long-term investment vehicles and are
not designed to provide investors with a means of speculation on short-term
market movements. A pattern of frequent purchases can be disruptive to effi-
cient portfolio management and, consequently, can be detrimental to a Portfo-
lio's performance and its shareholders. Accordingly, if the Fund's management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund.

Purchases of a Portfolio's shares will be made in full and fractional shares
of the Portfolio calculated to three decimal places. Certificates for frac-
tional shares will not be issued. Certificates for whole shares will not be
issued except at the written request of the shareholder.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be in-
cluded in the Portfolio (current market quotations must be readily
available for such securities);

23
<PAGE>

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any re-
demption may be more or less than the purchase price of the shares depending
on the market value of investment securities held by the Portfolio.

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion; and

. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

24
<PAGE>

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); and

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. All telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of such
transaction requests. The Fund or Sub-Transfer Agent may be liable for any
losses due to unauthorized or fraudulent telephone instructions if the Fund or
the Sub-Transfer Agent does not employ the procedures described above. Neither
the Fund nor the Sub-Transfer Agent will be responsible for any loss, liabili-
ty, cost or expense for following instructions received by telephone that it
reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other than
the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

25
<PAGE>

or money order if they anticipate an immediate need for redemption proceeds.
The Fund may suspend the right of redemption or postpone the date at times
when both the NYSE and Custodian Bank are closed, or under any emergency cir-
cumstances determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash
in conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemp-
tions.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Institutional Class Shares of each Portfolio may be exchanged for Institu-
tional Class Shares of any other UAM Funds Portfolio. (See the list of Portfo-
lios of the UAM Funds at the end of this Prospectus.) Exchange requests should
be made by contacting the Fund or by writing to the UAM Funds Service Center.

26
<PAGE>

business on the same day. Requests received after the close of regular trading
on the NYSE will be processed on the next business day. The Fund may modify or
terminate the exchange program at any time upon 60 days' written notice to
shareholders, and may reject any exchange request. If the Fund's management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any exchange request, with
respect to such investor's account. Such investors also may be barred from ex-
changing into other Portfolios of the Fund.

For additional information regarding responsibility for the authenticity of
telephoned instructions, see "REDEMPTION OF SHARES--BY TELEPHONE."

An exchange into another UAM Funds Portfolio is a sale of shares and may re-
sult in a gain or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

SYSTEMATIC WITHDRAWAL PLAN

27
<PAGE>

VALUATION OF SHARES

The net asset value of each class of the Portfolio is determined by dividing
the value of the Portfolio's assets attributable to the class, less any lia-
bilities attributable to the class, by the number of shares outstanding at-
tributable to the class. The net asset value per share of each class of the
Portfolio is determined as of the close of the NYSE on each day that the NYSE
is open for business.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

28
<PAGE>

PERFORMANCE CALCULATIONS

Yield refers to the income generated by an investment in a Portfolio over a
given period of time, expressed as an annual percentage rate. Yields are cal-
culated according to a standard that is required for all funds. As this dif-
fers from other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.

Total return is the change in value of an investment in a Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A cu-
mulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of re-
turn that, if achieved annually, would have produced the same cumulative total
return if performance had been constant over the entire period.

Performance will be calculated separately for Institutional Class and Serv-
ice Class Shares. Dividends paid by a Portfolio with respect to Institutional
Class and Service Class Shares, to the extent any dividends are paid, will be
calculated in the same manner at the same time on the same day and will be in
the same amount, except that service fees, distribution charges and any incre-
mental transfer agency costs relating to Service Class Shares will be borne
exclusively by that class.

The Portfolios' performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolios' SAIs. This information may also be included in
sales literature and advertising.

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. Since
the Bond Portfolio is a new Portfolio, we can offer no information about past
portfolio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the Portfo-
lios' Annual Report. To receive an Annual Report, contact the Fund at the ad-
dress on the cover of this Prospectus or call the UAM Funds Service Center at
the address or phone number on the cover of this Prospectus.

29
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each Portfolio will normally distribute substantially all of its net invest-
ment income (for tax purposes) to shareholders in quarterly dividends. If any
net capital gains are realized, each Portfolio will normally distribute them
annually.

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) generally 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 ordi-
nary income and net capital gains on a current basis and maintain a portfolio
of investments which satisfies certain diversification criteria.

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term or mid-
term capital gains distributions are taxed as long-term or mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.

30
<PAGE>

INVESTMENT ADVISER

Sirach Capital Management, Inc. is a Washington corporation whose predeces-
sor was formed in 1970 and is located at 3323 One Union Square, Seattle, Wash-
ington 98101. The Adviser is a wholly-owned subsidiary of United Asset Manage-
ment Corporation ("UAM"), a holding company, and provides investment manage-
ment services to corporations, pension and profit-sharing plans, 401(k) and
thrift plans, trusts, estates and other institutions and individuals. As of
December 31, 1997, the Adviser had approximately $7 billion in assets under
management. For further information on Sirach Capital Management, Inc.'s in-
vestment services, please call (206) 624-3800.

The investment professionals of the Adviser who are primarily responsible
for the day-to-day management of the Portfolios and a description of their
business experience during the past five years are as follows:

EQUITY MANAGEMENT TEAM

The Growth Portfolio, Equity Portfolio and the equity portion of the Stra-
tegic Balanced Portfolio are managed by the Equity Management Team of
Sirach Capital Management. Members of the team are George B. Kauffman,
Harvey G. Bateman, Linda E. MacGeorge and Karin L. Giboney.

. George B. Kauffman, CFA, CIC--Principal. Mr. Kauffman joined the
Adviser in 1981. He has managed balanced and growth funds for the
Adviser since 1981. Mr. Kauffman has been primarily responsible for
the day-to-day management of the Growth Portfolio and Strategic
Balanced Portfolio since their inception.

. Harvey G. Bateman, CFA, CIC--Principal. Mr. Bateman joined the Ad-
viser in 1988. He has managed equity funds for the Adviser since
1989. Mr. Bateman has been primarily responsible for the day-to-day
management of the Equity Portfolio since its inception.

. Linda E. MacGeorge--Principal. Ms. MacGeorge joined the Adviser in
1987. She has managed equity funds for the Adviser since 1988. Ms.
MacGeorge has been involved in the day-to-day management of the Eq-
uity Portfolio since its inception.

. Karin L. Giboney--Principal. Ms. Giboney joined the Adviser in
1990. She has managed equity and balanced funds for the Adviser
since 1991. Ms. Giboney has been involved in the day-to-day manage-
ment of the Growth Portfolio and Strategic Balanced Portfolio since
their inception.

31
<PAGE>

SMALL CAP EQUITY MANAGEMENT TEAM

The Special Equity Portfolio is managed by the Small Cap Equity Management
Team of Sirach Capital Management. Members of the team are Harvey G. Bate-
man, Stefan W. Cobb and James P. Kieburtz.

. Harvey G. Bateman, CFA, CIC--Principal. Mr. Bateman joined the Ad-
viser in 1988. He has managed equity funds for the Adviser since
1989. Mr. Bateman has been involved in the day-to-day management of
the Special Equity Portfolio since its inception.

. Stefan W. Cobb, CFA, CIC--Principal. Mr. Cobb joined the Adviser in
1994. Prior to that, he was a Vice President at the investment
banking firm of Robertson, Stephens & Company where he was engaged
in institutional sales. Mr. Cobb has been involved in the day-to-
day management of the Special Equity Portfolio since 1994.

. James P. Kieburtz--Principal. Mr. Kieburtz joined the Adviser in
1994. Prior to that, he was a Systems Engineer specializing in Fi-
nancial Applications at the accounting firm of Hagen, Kurth &
Perman. Mr. Kieburtz has been involved in the day-to-day management
of the Special Equity Portfolio since 1994.

FIXED INCOME MANAGEMENT TEAM

The Bond Portfolio and the fixed income portion of the Strategic Balanced
Portfolio are managed by the Fixed Income Management Team of Sirach Capi-
tal Management. Members of the team are Craig F. Hintze, John F. Dagres,
Stephen J. Romano and Larry J. Katz.

. Craig F. Hintze, CFA--Principal. Mr. Hintze joined the Adviser in
1996 when Olympic Capital Management merged with Sirach Capital
Management. Prior to the merger he was a Principal at Olympic Capi-
tal Management where he had managed fixed income portfolios for in-
stitutional clients since 1982. Mr. Hintze has been involved with
the day-to-day management of the Strategic Balanced Portfolio since
1996 and the Bond Portfolio since its inception.

. John F. Dagres--Principal. Mr. Dagres joined the Adviser in 1996
when Olympic Capital Management merged with Sirach Capital Manage-
ment. Prior to the merger he was a Principal at Olympic Capital
Management where he had managed fixed income portfolios for insti-
tutional clients since 1982. Mr. Dagres has been involved with the
day-to-day management of the Strategic Balanced Portfolio since
1996 and the Bond Portfolio since its inception.

32
<PAGE>

income funds for the Adviser since 1991. He has been involved with
the day-to-day management of the Strategic Balanced Portfolio and
Bond Portfolio since their inception.

. Larry J. Katz, CFA--Principal. Mr. Katz joined the Adviser in 1996.
Prior to that, he was a Senior Analyst at Frank Russell Company
from 1994 through 1996, an independent consultant during 1993 and a
Senior Portfolio Manager at Puget Sound Savings Bank from 1984 un-
til 1992. Mr. Katz has been involved with the day-to-day management
of the Strategic Balanced Portfolio since 1996 and the Bond Portfo-
lio since its inception.

Under Investment Advisory Agreements dated as of September 27, 1989, October
29, 1993, June 26, 1996 and October 23, 1997, the Adviser manages the invest-
ment and reinvestment of the assets of the Portfolios. The Adviser must adhere
to the stated investment objectives and policies of the Portfolios, and is sub-
ject to the control and supervision of the Fund's Board of Directors.

<TABLE>
<S> <C>
Growth Portfolio....................................................... 0.65%
Special Equity Portfolio............................................... 0.70%
Strategic Balanced Portfolio........................................... 0.65%
Equity Portfolio....................................................... 0.65%
Bond Portfolio......................................................... 0.35%
</TABLE>

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios to reduce expense
ratios. As of the date of this Prospectus, the Adviser has agreed to keep the
Equity and Bond Institutional Class Shares from exceeding 0.90% and 0.50% re-
spectively, of average daily net assets. The Fund will not reimburse the Ad-
viser for any advisory fees that are waived or Portfolio expenses that the Ad-
viser may bear on behalf of a Portfolio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares. Payments
made for any of these purposes may be made from its revenues, its profits or
any other source available to it. When such service arrangements are in effect,
they are made generally available to all qualified service providers.

The Distributor, the Adviser, and certain of their affiliates also partici-
pate, at the date of this prospectus, in an arrangement with Smith Barney Inc.
under which

33
<PAGE>

Smith Barney provides certain defined contribution plan marketing and share-
holder services of its Consulting Group and receives .15 of 1% of the daily
net asset value of Institutional Class Shares held by Smith Barney's eligible
customer accounts in addition to amounts payable to all selling dealers. The
Fund also compensates Smith Barney for services it provides to certain defined
contribution plan shareholders that are not otherwise provided by UAMFSI.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of equity accounts of clients of the Adviser. These ac-
counts have the same investment objective as the Equity Portfolio, and were
managed using substantially similar, though not in all cases identical, in-
vestment strategies and techniques as those in use by the Adviser in managing
the Equity Portfolio. The performance data for the managed accounts is net of
all fees and expenses. The investment returns of the Portfolio may differ from
those of the separately managed accounts because such separately managed ac-
counts may have fees and expenses that differ from those of the Equity Portfo-
lio. Further, the separately managed accounts are not subject to investment
limitations, diversification requirements, and other restrictions imposed by
the 1940 Act and the Internal 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
Portfolio.

34
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC. -- EQUITY COMPOSITE RETURNS TOTAL ANNUALIZED
RETURN FOR VARIOUS PERIODS ENDED DECEMBER 31, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
INSTITUTIONAL S&P
EQUITY ACCOUNTS 500 INDEX
--------------- ---------
<S> <C> <C>
One-year period....................................... 30.29% 33.37%
Five-year period...................................... 17.54% 20.25%
Ten-year.............................................. 19.25% 18.04%
Sixteen-year period*.................................. 20.72% 17.74%
</TABLE>
- -----------
* Inception of performance record

1. Equity performance results reflect a blending of 95% of the actual return
from the equity only portion of Sirach Capital Management's Equity Compos-
ite with 5% of the return of the Salomon Brothers 3-Month Treasury Bill
rate. Results are based on the actual performance of an asset weighted com-
posite of fully discretionary, non-restricted, unleveraged accounts. The
composite totaled $1.381 billion as of 12/31/97.
2. The S&P 500 is an unmanaged index composite of 400 industrial, 40 finan-
cial, 40 utilities and 20 transportation stocks, which assumes reinvestment
of dividends and is generally considered representative of U.S. large capi-
talization stocks.

Below are certain performance data provided by the Adviser relating to the
composite of separately managed fixed income accounts of clients of the Advis-
er. These accounts have the same investment objective as the Bond Portfolio,
and were managed using substantially similar, though not in all cases identi-
cal, investment strategies, techniques and policies as those in use by the Ad-
viser in managing the Bond Portfolio. The performance data for the managed ac-
counts is net of all fees and expenses. The investment returns of the Portfo-
lio may differ from those of the separately managed accounts because such sep-
arately managed accounts may have fees and expenses that differ from those of
the Bond Portfolio. Further, the separately managed accounts are not subject
to investment limitations, diversification requirements, and other restric-
tions imposed by the 1940 Act and the Internal Revenue Code; such conditions,
if applicable, may have lowered the returns for the separately managed ac-
counts. The results presented are not intended to predict or suggest the re-
turn to be experienced by the Portfolio or the return an investor might
achieve by investing in the Portfolio.

35
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC. -- FIXED INCOME COMPOSITE RETURNS

FOR INDIVIDUAL YEARS ENDED DECEMBER 31

(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
AGGREGATE SIRACH CAPITAL LEHMAN BROTHERS
CALENDAR YEARS MANAGEMENT, INC. BOND INDEX
-------------- ---------------- ---------------
<S> <C> <C>
1980......................................... 6.23 % 2.70 %
1981......................................... 13.27 % 6.25 %
1982......................................... 33.31 % 32.62 %
1983......................................... 6.63 % 8.35 %
1984......................................... 14.68 % 15.15 %
1985......................................... 21.21 % 22.10 %
1986......................................... 14.38 % 15.26 %
1987......................................... 3.20 % 2.76 %
1988......................................... 9.80 % 7.89 %
1989......................................... 13.94 % 14.53 %
1990......................................... 7.62 % 8.96 %
1991......................................... 18.54 % 16.00 %
1992......................................... 8.13 % 7.40 %
1993......................................... 11.65 % 9.75 %
1994......................................... (1.90)% (2.92)%
1995......................................... 18.71 % 18.47 %
1996......................................... 4.81 % 3.63 %
1997......................................... 9.90 % 9.65 %
6 Months ended 12/31/97...................... 6.15 % 6.36 %
Annualized through 12/31/97.................. 11.64 % 10.75 %
Cumulative through 12/31/97.................. 625.36 % 528.35 %
1-year period ended 12/31/97
(average annual)........................... 9.90 % 9.65 %
5-year period ended 12/31/97
(average annual)........................... 8.41 % 7.48 %
10-year period ended 12/31/97
(average annual)........................... 9.96 % 9.18 %
18-Year Mean (1/1/80-12/31/97)............... 11.90 % 11.03 %
Value of $1 invested during
(1/1/80-12/31/97).......................... $ 7.25 $ 6.28
</TABLE>
- -----------

Notes:

1. The cumulative return means that $1 invested in the account on January 1,
1980 had grown to $7.25 by December 31, 1997.

2. The 17-year mean is the arithmetic average of the annual returns for the
calendar years listed.

3. The Lehman Brothers Aggregate Bond Index is an unmanaged index which as-
sumes reinvestment of dividends and is generally considered representative
of securities similar to those invested in by the Adviser for the purpose
of the composite performance numbers set forth above.

4. The Adviser's average annual management fee over the period shown (1/1/80-
12/31/97) was 0.30% or 30 basis points. During the period shown, fees on
the Adviser's individual accounts ranged from 0.20% to 0.30% (20 basis
points to 30 basis points). Net returns to investors vary depending on the
management fee.

36
<PAGE>

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.

Each Portfolio pays UAMFSI a two part monthly fee: a Portfolio-specific fee
which is retained by UAMFSI and a sub-administration fee which UAMFSI in turn
pays to CGFSC. The following Portfolio-specific fees are calculated from the
aggregate net assets of each Portfolio:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Growth Portfolio....................................................... 0.04%
Special Equity Portfolio............................................... 0.04%
Strategic Balanced Portfolio........................................... 0.06%
Sirach Bond Portfolio.................................................. 0.04%
Sirach 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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among each of the Portfolios of the Fund on the basis of
their relative assets and are subject to a graduated minimum fee schedule per
Portfolio, which starts at $2,000 per month and increases to $70,000 annually
after two years. If a separate class of shares is added to a Portfolio, its
minimum annual fee increases by $20,000.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
the shares of the Fund. Under the Fund's Distribution Agreement (the "Agree-
ment"), the Distributor, as agent of the Fund, agrees to use its best efforts
as sole distributor of the Fund's shares. The Distributor does not receive any
fee or other compensation under the Agreement with respect to the Institu-
tional Class Shares offered in

37
<PAGE>

this Prospectus. The Agreement continues in effect as long as such continuance
is approved at least annually by the Fund's Board of Directors. Those approv-
ing the Agreement must include a majority of Directors who are neither parties
to the Agreement nor interested persons of any such party. The Agreement pro-
vides that the Fund will bear costs of registration of its shares with the SEC
as well as the printing of its prospectuses, its SAIs and its reports to
shareholders.

PORTFOLIO TRANSACTIONS

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

GENERAL INFORMATION

The Fund's Articles of Incorporation, as amended, permit the Directors to
issue three billion shares of common stock, with an $.001 par value. The Di-
rectors have the power to designate one or more series or classes of shares of
common stock and to classify or reclassify any unissued shares without further
action by

38
<PAGE>

shareholders. At its discretion, the Board of Directors may create additional
Portfolios and classes of shares.

The shares of each Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and no pre-emptive rights. They have non-cumulative voting rights, which means
that holders of more than 50% of shares voting for the election of Directors
can elect 100% of the Directors if they choose to do so. A shareholder is en-
titled to one vote for each full share held (and a fractional vote for each
fractional share held), then standing in his or her name on the books of the
Fund.

As of December 24, 1997, UMBSC & Co. held of record 45.6% of the outstanding
shares of the Bond Portfolio Institutional Class Shares for which beneficial
ownership is disclaimed or presumed disclaimed. Persons or organizations
owning 25% or more of the outstanding shares of a Portfolio may be presumed to
"control" (as that term is defined in the 1940 Act) that Portfolio. As a
result, these persons or organizations could have the ability to vote a
majority on any matter requiring approval by shareholders of the Portfolio.

Both Institutional Class and Institutional Service Class Shares represent
interests in the same assets of a Portfolio. Service Class Shares bear certain
expenses related to shareholder servicing, and may bear expenses related to
distribution of such Shares. Service Class shares have exclusive voting rights
for matters relating to such distribution expenditures. The Board of Directors
of the Fund has authorized a third class of shares, Advisor Class Shares,
which is not currently being offered by these Portfolios. Information about
the Service Class Shares of the Portfolios is available upon request by con-
tacting the UAM Funds Service Center.

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP serves as the independent accountant for the Fund.

REPORTS
Shareholders receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

39
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number on the cover of this Prospectus.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

40
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

McKee Domestic Equity Portfolio
McKee International Equity Portfolio

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio
NWQ Balanced Portfolio

NWQ Small Cap Value Equity Portfolio

NWQ Special Equity Portfolio

NWQ Value Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

41
<PAGE>

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Investment Adviser
Sirach Capital Management, Inc.
3323 One Union Square Seattle, WA 98101 (206) 624-3800

Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street Boston, MA 02110

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The Sirach Portfolios
Institutional Service Class Shares

January 22, 1998
P R O S P E C T U S
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objectives...................................................... 9
Investment Policies........................................................ 9
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 19
Purchase of Shares......................................................... 20
Redemption of Shares....................................................... 24
Shareholder Services....................................................... 28
Valuation of Shares........................................................ 30
Performance Calculations................................................... 30
Dividends, Capital Gains Distributions and Taxes........................... 31
Adviser's Historical Performance........................................... 35
Administrative Services.................................................... 38
Distributor................................................................ 38
Portfolio Transactions..................................................... 39
General Information........................................................ 39
UAM Funds -- Service Class Shares.......................................... 42
</TABLE>
<PAGE>

THE SIRACH PORTFOLIOS
UAM FUNDS

INSTITUTIONAL SERVICE CLASS
SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end management investment company,
known as a "mutual fund." The Funds consist of multiple series of shares (known
as "Portfolios"), each of which has different investment objectives and poli-
cies. The Sirach Growth, Special Equity, Strategic Balanced, Equity and Bond
Portfolios currently offer two separate classes of shares: Institutional Class
Shares and Institutional Service Class shares ("Service Class Shares"). Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Service Class Shares bear fees payable
by the class (at the rate of .25% per annum) to financial institutions for
services they provide to the owners of such shares. (See "SERVICE AND DISTRIBU-
TION PLANS.") The securities offered in this Prospectus are shares of the Serv-
ice Class of five diversified Portfolios of the Fund managed by Sirach Capital
Management, Inc.

SIRACH STRATEGIC BALANCED PORTFOLIO. The objective of the Sirach Strategic
Balanced Portfolio (the "Balanced Portfolio") is to provide long-term growth of
capital consistent with reasonable risk to principal, by investing in a diver-
sified portfolio of common stocks and fixed income securities.

There can be no assurance that the Portfolios will achieve their stated ob-
jectives.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI con-
tact the UAM Funds Service Center at 1-800-638-7983.

SIRACH SERVICE CLASS

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios' Service Class Shares will incur. The Fund does not charge transac-
tion fees. However, transaction fees may be charged if you are a customer of a
broker-dealer or other financial intermediary who has established a share-
holder servicing relationship with the Fund on behalf of its customers. (See
"PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
STRATEGIC
GROWTH SPECIAL EQUITY BALANCED EQUITY BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE CLASS SERVICE CLASS SERVICE CLASS SERVICE CLASS SERVICE CLASS
SHARES SHARES SHARES SHARES SHARES
------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Sales Load Imposed on
Purchases.............. NONE NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends... NONE NONE NONE NONE NONE
Deferred Sales Load..... NONE NONE NONE NONE NONE
Redemption Fees......... NONE NONE NONE NONE NONE
Exchange Fee............ NONE NONE NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
STRATEGIC SPECIAL
BALANCED GROWTH EQUITY EQUITY BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE SERVICE SERVICE SERVICE SERVICE
CLASS CLASS CLASS CLASS CLASS
SHARES SHARES SHARES SHARES SHARES
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fees
(After Fee Waiver)...... 0.65% 0.65% 0.70% 0.00%** 0.21%**
12b-1 Fees (Including
Shareholder Servicing
Fees)+.................. 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses........... 0.14% 0.11%* 0.05% 0.37%** 0.16%
Administrative Fees...... 0.18% 0.14% 0.14% 0.53% 0.13%
---- ---- ---- ---- ----
Total Operating Expenses
(After Fee Waiver)...... 1.22%* 1.15%* 1.14%* 1.15%*,** 0.75%**
==== ==== ==== ==== ====
</TABLE>
- -----------

* The Total Operating Expenses includes the effect of expense offsets. If
expense offsets were excluded, Total Operating Expenses of the Strategic
Balanced, Special Equity and Growth Portfolio Service Class Shares would
not differ from the figures shown in the table. The Equity Institutional
Service Class Portfolio is not yet operational.
** Absent the Adviser's fee waiver, Investment Advisory Fees and Total Oper-
ating Expenses of the Equity and Bond Portfolios' Institutional Service
Class Shares for the fiscal year ended October 31, 1997 would be 0.65% and
1.68%, respectively, and 0.35% and 0.89%, respectively.
+ The Service Class Shares may bear service fees of 0.25%. (See "SERVICE AND
DISTRIBUTION PLANS.")

1
<PAGE>

The table above shows various fees and expenses an investor would bear di-
rectly or indirectly. The fees and expenses listed above are based on the
Growth and Special Equity's Portfolios' operations during the fiscal year
ended October 31, 1997 and the Strategic Balanced Portfolio's operations dur-
ing the period March 7, 1997 (commencement of operations) to October 31, 1997.
The fees and expenses listed above are based on the Equity Portfolio's Insti-
tutional Class Shares during the fiscal year ended October 31, 1997, except
that such information has been restated to include 12b-1 fees. The expenses
and fees set forth above for the Bond Portfolio are based on estimates. For
purposes of calculating the fees set forth above, the table assumes that the
Bond Portfolio's average daily assets will be $100 million.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume at the Adviser's own expense, operating expenses otherwise pay-
able by the Equity and Bond Portfolios, if necessary, in order to reduce ex-
pense ratios. As of the date of this Prospectus, the Adviser has agreed to
keep the Equity and Bond Portfolios' Institutional Service Class Shares from
exceeding 1.15% and 0.75%, respectively, of their respective average daily net
assets. The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of the Equity
Portfolio and Bond Portfolio for a given fiscal year.

EXAMPLE
The following example illustrates expenses a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. As noted in the ta-
ble above, the Portfolios charge no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Strategic Balanced Portfolio Service Class
Shares...................................... $12 $39 $67 $148
Growth Portfolio Service Class Shares......... $12 $37 $63 $140
Special Equity Portfolio Service Class
Shares...................................... $12 $36 $63 $139
Equity Portfolio Service Class Shares......... $12 $37 * *
Bond Portfolio Service Class Shares........... $ 8 $24 * *
</TABLE>
- -----------

* As the Equity Portfolio's Service Class is not yet operational and the Bond
Fund commenced operations on November 10, 1997, the Fund has not projected
expenses beyond the three year period shown.

2
<PAGE>

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.

Long-term shareholders may pay more than the economic equivalent of the max-
imum front end sales charge permitted by the National Association of Securi-
ties Dealers, Inc. See "SERVICE AND DISTRIBUTION PLANS."

3
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $2,500. The minimum for subsequent investments is
$100. The minimum initial investment for IRA accounts is $500. Minimum initial
investment for spousal IRA accounts is $250. Certain exceptions to the initial
or minimum investment amounts may be permitted by the officers of the Fund.
(See "PURCHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends. Each Portfolio will distribute any realized
net capital gains annually. Distributions will be reinvested in Portfolio
shares automatically unless an investor elects to receive cash distributions.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

REDEMPTIONS AND EXCHANGES
Shares of 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.
Shares of the Portfolios may be exchanged for shares of the same class of any
other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE
PRIVILEGE.")

ADMINISTRATIVE SERVICES

UAM Fund Services Inc. ("UAMFSI"), a wholly-owned subsidiary of United Asset
Management Corporation, is responsible for performing and overseeing adminis-
tration, fund accounting, dividend disbursing and transfer agency services pro-
vided to the Fund and its Portfolios by third-party service providers. (See
"ADMINISTRATIVE SERVICES.")

4
<PAGE>

RISK FACTORS

The value of each Portfolio's shares will fluctuate in response to changes
in market and economic conditions, as well as the financial conditions and
prospects of the issuers in which a Portfolio invests. Prospective investors
should consider the following: (1) The Strategic Balanced Portfolio and Bond
Portfolio may invest a portion of their respective assets in derivatives in-
cluding futures contracts and options (see "FUTURES CONTRACTS AND OPTIONS");
(2) The Special Equity Portfolio invests primarily in small and medium capi-
talization companies, some of which may be foreign based (see "INVESTMENT POL-
ICIES" and "FOREIGN INVESTMENTS"); (3) In general, the Portfolios will not
trade for short-term profits, but when circumstances warrant, investments may
be sold without regard to the length of time held. High rates of portfolio
turnover may result in additional transaction costs and the realization of
capital gains (see "PORTFOLIO TURNOVER"); and (4) In addition, each Portfolio
may use various investment practices, including investing in repurchase agree-
ments, when issued, forward delivery and delayed settlement securities and
lending of securities. (See "OTHER INVESTMENT POLICIES.")

5
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide selected per share information for a share out-
standing throughout the respective periods presented for the Growth, Special
Equity and Strategic Balanced Portfolios' Service Class Shares. This table is
part of the Portfolios' Financial Statements, which are included in the Port-
folios' October 31, 1997 Annual Report to Shareholders. The Financial State-
ments are included in the Portfolios' SAI. The Portfolios' Financial State-
ments have been audited by Price Waterhouse LLP. Their unqualified opinion on
the Financial Statements is also included in the Portfolios' SAI. The follow-
ing information should be read in conjunction with the Portfolios' October 31,
1997 Annual Report to Shareholders.

GROWTH PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED MARCH 22, 1996+
OCTOBER 31, TO
1997 OCTOBER 31, 1996
----------- ----------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............. $ 14.00 $ 12.80
------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... 0.07 0.07
Net Realized and Unrealized Gain (Loss)......... 3.56 1.19
------- -------
Total from Investment Operations.............. 3.63 1.26
------- -------
DISTRIBUTIONS
Net Investment Income........................... (0.09) (0.06)
Realized Net Gain............................... (2.11) --
------- -------
Total Distributions........................... (2.20) (0.06)
------- -------
NET ASSET VALUE, END OF PERIOD.................... $ 15.43 $ 14.00
======= =======
TOTAL RETURN...................................... 30.53% 9.87%**
======= =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)........... $25,528 $14,437
Ratio of Expenses to Average Net Assets......... 1.15% 1.12%*
Ratio of Net Investment Income to Average Net
Assets........................................ 0.57% 0.72%*
Portfolio Turnover Rate......................... 138% 151%
Average Commission Rate......................... $0.0600 $0.0600
Ratio of Expenses to Average Net Assets
Including Expense Offsets..................... 1.15% 1.11%*
</TABLE>
- -----------
* Annualized.

** Not annualized.
+ Initial offering of Institutional Service Class Shares.

6
<PAGE>

SPECIAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEAR ENDED MARCH 22, 1996+
OCTOBER 31, TO
1997 OCTOBER 31, 1996
----------- ----------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............. $ 17.97 $ 16.54
------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... (0.11) (0.01)
Net Realized and Unrealized Gain (Loss)......... 0.97 1.44
------- -------
Total from Investment Operations.............. 0.86 1.43
------- -------
DISTRIBUTIONS
Net Investment Income........................... -- --
Realized Net Gain............................... (3.92) --
------- -------
Total Distributions........................... (3.92) --
------- -------
NET ASSET VALUE, END OF PERIOD.................... $ 14.91 $ 17.97
======= =======
TOTAL RETURN...................................... 7.91% 8.65%**
======= =======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)........... $ 1,977 $ 1,007
Ratio of Expenses to Average Net Assets......... 1.14% 1.12%*
Ratio of Net Investment Income to Average Net
Assets........................................ (0.78)% (0.64)%*
Portfolio Turnover Rate......................... 114% 129%
Average Commission Rate......................... $0.0571 $0.0590
Ratio of Expenses to Average Net Assets
Including Expense Offsets..................... 1.14% 1.12%*
</TABLE>
- -----------
* Annualized.

**Not annualized.
+Initial offering of Service Class Shares.

7
<PAGE>

STRATEGIC BALANCED PORTFOLIO

<TABLE>
<CAPTION>
MARCH 7, 1997+
TO
OCTOBER 31, 1997
----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................... $ 11.26
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.19
Net Realized and Unrealized Gain (Loss)..................... 1.21
-------
Total from Investment Operations.......................... 1.40
-------
DISTRIBUTIONS
Net Investment Income....................................... (0.22)
Realized Net Gain........................................... --
-------
Total Distributions....................................... (0.22)
-------
NET ASSET VALUE, END OF PERIOD................................ $ 12.44
=======
TOTAL RETURN.................................................. 12.57%**
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)....................... $ 378
Ratio of Expenses to Average Net Assets..................... 1.22%*
Ratio of Net Investment Income to Average Net Assets........ 2.71%*
Portfolio Turnover Rate..................................... 128%
Average Commission Rate..................................... $0.0598
Ratio of Expenses to Average Net Assets Including Expense
Offsets................................................... 1.22%*
</TABLE>
- -----------
* Annualized.

** Not annualized.
+ Initial offering of Institutional Service Class Shares.

8
<PAGE>

INVESTMENT OBJECTIVES

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide long-
term capital growth consistent with reasonable risk to principal by investing,
under normal circumstances, at least 90% of its total assets in common stocks
of companies that offer long-term growth potential. Growth potential is mea-
sured by the Adviser's ranking system described below.

BOND PORTFOLIO. The objective of the Sirach Bond Portfolio is to achieve
above average total return consistent with reasonable risk to principal, by
investing primarily in dollar-denominated, investment grade fixed income secu-
rities of varying maturities. Income return is expected to be a predominant
portion of the Portfolio's total return. Any capital return on the Portfolio
is dependent upon interest rate movements. The capital return from the Portfo-
lio will vary according to, among other factors, interest rate changes and the
average maturity (duration) of the Portfolio.

There can be no assurance that the Portfolios will achieve their stated ob-
jectives.

INVESTMENT POLICIES

9
<PAGE>

Securities Dealers Automated Quotation system ("NASDAQ"). The Portfolio may
also invest in convertible bonds or convertible preferred stocks.

Under normal circumstances, it is anticipated that cash reserves will repre-
sent less than 20% of the Portfolio's assets. (See "SHORT-TERM INVESTMENTS.")

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased, if they pass the selection
process outlined above. The Portfolio may invest up to 20% of its assets in
shares of foreign based companies. In addition, if shares of a foreign company
are purchased, they must be traded in the United States as sponsored American
Depository Receipts ("ADRs"), which are U.S. domestic securities representing
ownership rights in foreign companies. (See "FOREIGN INVESTMENTS.")

10
<PAGE>

identify potentially attractive securities. The list of potential investments
is narrowed further by the use of traditional fundamental security analysis.
In addition, the Adviser focuses particular attention on those companies whose
earnings momentum are accelerating and/or whose recent earnings have exceeded
the Adviser's expectations.

It is anticipated that under normal circumstances cash reserves will repre-
sent less than 20% of the Portfolio's assets.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, from time to time,
shares of foreign based companies may be purchased if they pass the selection
process outlined above. In addition, if shares of a foreign company are pur-
chased, they must be traded in the United States as ADRs described under
"GROWTH PORTFOLIO." Under normal circumstances, ADRs will not comprise more
than 20% of the Portfolio's assets. (See "FOREIGN INVESTMENTS.")

Equity and fixed income securities are selected using approaches identical
to those for the Growth Portfolio set forth above and the Bond Portfolio as
set forth below.

The security selection process for the Portfolio will focus on companies
that rank high on the Adviser's proprietary ranking system. The ranking system
consists of five buying tests that are ranked according to decile. The Adviser
believes that companies that possess a higher "ranking score" are likely to
provide superior rates of return over an extended period of time relative to
the stock market in general. The components of the ranking system include past
earnings per share

11
<PAGE>

growth rates, earnings acceleration, prospective earnings "surprise" probabil-
ities, relative price strength and cash reinvestment rates. The Adviser
screens a universe of approximately 4,000 companies to identify potentially
attractive securities. The list of potential investments is narrowed further
by the use of traditional fundamental security analysis. The Adviser focuses
particular attention on those companies whose recent earnings have exceeded
consensus expectations.

BOND PORTFOLIO. The Portfolio seeks to achieve its objective by investing at
least 75% of its total assets, under normal circumstances, in a diversified
mix of dollar-denominated, investment grade fixed income securities of varying
maturities including securities of the U.S. Government and its agencies, cor-
porate bonds, mortgage-backed securities (including CMOs), asset-backed secu-
rities, Yankee bonds and various short-term instruments. (See "OTHER INVEST-
MENT POLICIES.")

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to those bonds having one of the four highest grades assigned by Moody's
Investors Services, Inc. ("Moody's") (Aaa, Aa, A or Baa) or Standard and
Poor's Ratings Services ("S&P") (AAA, AA, A or BBB). Securities rated Baa by
Moody's or BBB by S&P may have speculative characteristics and could be more
sensitive to changes in the economy and the financial condition of issuers
than higher rated bonds. However, the Adviser reserves the right to retain se-
curities which are down-graded by one or both of the rating agencies if, in
its judgment, retention is warranted. Mortgage-backed securities in which the
Portfolio may invest will either carry a guarantee from an agency of the U.S.
Government or a private issuer of the timely payment of principal and interest
or will otherwise be of investment grade quality, as determined by the Advis-
er. The Portfolio's SAI contains a more detailed description of corporate bond
ratings.

12
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS
In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, 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 S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quali-
ty.

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% (15% of the Bond Portfolio) of the total as-
sets of a Portfolio. No Portfolio will invest in any security issued by a com-
mercial bank unless (i) the bank has total assets of at least $1 billion, or
the equivalent in other currencies, (ii) in the case of U.S. banks, it is a
member of the Federal Deposit Insurance Corporation, and (iii) in the case of
foreign branches of U.S. banks, the security is, in the opinion of the Advis-
er, of an investment quality comparable with other debt securities which may
be purchased by each Portfolio.

The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's

13
<PAGE>

Portfolios, as well as cash for investment purposes, into one or more joint
accounts and to invest the daily balance of the joint accounts in the follow-
ing short-term investments: fully collateralized repurchase agreements, inter-
est-bearing or discounted commercial paper including dollar-denominated com-
mercial paper of foreign issuers, and any other short-term money market in-
struments including variable rate demand notes and tax-exempt money instru-
ments. By entering into these investments on a joint basis, a Portfolio may
earn a higher rate of return on investments relative to what it could earn in-
dividually.

The Fund has received permission from the SEC to pool daily uninvested cash
balances of the Fund's Portfolios in order to invest in repurchase agreements
on a joint basis. By entering into joint repurchase agreements, a Portfolio
may incur lower transactions costs and earn higher rates of interest on joint
repurchase agreements. Each Portfolio's contribution would determine its re-
turn from a joint repurchase agreement. (See "SHORT TERM INVESTMENTS.")

LENDING OF SECURITIES
Each Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain transac-
tions.

14
<PAGE>

A Portfolio will not loan portfolio securities to the extent that greater than
one-third of its total assets at fair market value would be committed to
loans. By lending its investment securities, a Portfolio attempts to increase
its income through the receipt of interest on the loan. Any gain or loss in
the market price of the securities loaned that might occur during the term of
the loan would be for the account of the Portfolio. A Portfolio may lend its
investment securities to qualified brokers, dealers, domestic and foreign
banks or other financial institutions, so long as the terms, the structure and
the aggregate amount of such loans are not inconsistent with the Investment
Company Act of 1940, as amended (the "1940 Act"). All relevant facts and cir-
cumstances, including the creditworthiness of the broker, dealer or institu-
tion, will be considered by the Adviser in making decisions with respect to
the lending of securities, subject to review by the Fund's Board of Directors.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio engages in these types of purchases in order to buy securi-
ties that fit with its investment objectives at attractive prices--not to in-
crease its investment leverage.

15
<PAGE>

PORTFOLIO TURNOVER
It is expected that the annual portfolio turnover for the Bond Portfolio
will not exceed 200%. In addition to Portfolio trading costs, higher rates
(100% or more) of portfolio turnover may result in the realization of capital
gains. To the extent net short-term capital gains are realized, any distribu-
tions resulting from such gains are considered ordinary gains for income tax
purposes. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for more in-
formation on taxation.) The Portfolios will not normally engage in short-term
trading, but each reserves the right to do so. Except for the Bond Portfolio,
the tables set forth in "Financial Highlights" present the Portfolios' histor-
ical portfolio turnover rates.

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. Some non-U.S. securities of foreign com-
panies may be less liquid and more volatile than securities of comparable U.S.
companies. In

16
<PAGE>

addition, in certain foreign countries, there is the possibility of expropria-
tion or confiscatory taxation, political or social instability, or diplomatic
developments which could affect U.S. investments in those countries.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested and to reduce transaction costs, the Stra-
tegic Balanced and Bond Portfolios may invest in bond futures and options and
interest rate futures contracts. Because transaction costs associated with
futures and options may be lower than the costs of investing in bonds direct-
ly, it is expected that use of index futures and options to facilitate cash
flows may reduce the Portfolios' overall transaction costs. The Portfolios may
enter into futures contracts provided that not more than 5% of its total as-
sets are at the time of acquisition required as margin deposit to secure obli-
gations under such contracts. The Portfolios will engage in futures and op-
tions transactions for hedging purposes only and not speculative purposes.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. Each of the Portfolios may also invest up
to 15% of its net assets (except the Special Equity Portfolio which may invest
up to 10% of its net assets) in illiquid securities. Prices realized from
sales of these securities could be more or less than those originally paid by
the Portfolio or less than what may be considered the fair value of such secu-
rities.

MORTGAGE-BACKED SECURITIES

17
<PAGE>

collateralizing the mortgage-backed securities may include single-family, mul-
tifamily and commercial properties. The two fundamental forms of mortgage-
backed securities are pass-throughs and collateralized mortgage obligations
("CMOs"). Pass-throughs produce monthly payments of principal and interest
from the underlying mortgages. CMOs divide the cash flows generated from the
underlying mortgages or mortgage pass-through securities into different seg-
ments known as "tranches" which are then retired sequentially over time in or-
der of priority. The market value and yield of mortgage-backed securities will
fluctuate due to market interest rate change and prepayment variability of the
underlying mortgages. As prepayment rates on mortgages vary widely, it is dif-
ficult to accurately predict the average maturity of a particular pool of
mortgages or tranches of CMOs. Although mortgage-backed securities may offer
higher yields than those available from other types of securities, they may be
less effective than other types of securities as a means of "locking in" an
attractive rate for an extended period because of the prepayment feature. Pre-
payment risk has two important effects. First, like bonds in general, mort-
gage-backed securities will generally decline in price when interest rates
rise. Second, when interest rates fall and additional mortgage prepayments
must be reinvested at lower interest rates, a Portfolio's rate of dividend in-
come may be reduced. Mortgage-backed securities in which the Portfolios may
invest will either carry a guarantee from an agency of the U.S. Government or
a private issuer of the timely payment of principal and interest or are suit-
ably structured to be considered by the Adviser to be of investment grade
quality.

ASSET-BACKED SECURITIES

YANKEE BONDS

The Bond Portfolios may invest in Yankee bonds. Yankee bonds are dollar-de-
nominated bonds issued inside the United States by foreign entities. Invest-
ment in these securities involve certain risks which are not typically associ-
ated with investing in domestic securities. Non-U.S.-based issuers are not
subject to the same accounting, auditing and financial reporting standards as
are domestic issuers. There may be less publicly-available information about
non-U.S.-based issuers

18
<PAGE>

which may make it difficult to make investment decisions. Political factors
may have an impact in the form of confiscatory taxation, expropriation or po-
litical instability in international markets. Some foreign governments also
levy withholding taxes against dividend and interest income. Although in some
countries a portion of the taxes is recoverable, the non-recovered portion of
foreign withholding taxes will reduce the income each Portfolio receives from
the companies comprising its investments.

INVESTMENT LIMITATIONS
Each Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the U.S. government or any of its agencies or instrumentali-
ties);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;

(e) make loans except (i) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, (including repurchase agree-
ments provided, however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 10% (15% of the Bond Portfolio's total as-
sets) of each of the Portfolio's total assets), and (ii) by lending
its portfolio securities to banks, brokers, dealers and other finan-
cial institutions so long as such loans are not inconsistent with the
1940 Act and the Rules and Regulations or interpretations of the SEC
thereunder;

(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 33
1/3% (10% for the Special Equity Portfolio) of each Portfolio's gross
assets valued at the lower of market or cost, and (ii) a Portfolio may
not purchase additional securities when borrowings exceed 5% of total
assets; or

19
<PAGE>

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% (33 1/3% for the Bond Fund) of its total assets at fair mar-
ket value.

The investment objectives of the Portfolios are fundamental and with respect
to each Portfolio may be changed only with the approval of the holders of a
majority of the outstanding shares of such Portfolio. Except for limitations
(a), (b), (d), (e) and (f) (i), the Growth, Strategic Balanced, Equity and
Bond Portfolios' investment limitations and policies described in this Pro-
spectus and in the SAI are not fundamental and may be changed by the Fund's
Board of Directors upon reasonable notice to investors. The investment limita-
tions of the Special Equity Portfolio described here and in the SAI are funda-
mental policies and may be changed only with the approval of the holders of a
majority of the outstanding shares of the Portfolio. If a percentage limita-
tion on investment or utilization of assets as set forth above is adhered to
at the time an investment is made, a later change in percentage resulting from
changes in the value or total cost of the Portfolios' assets will not be con-
sidered a violation of the restriction.

PURCHASE OF SHARES

The Portfolios issue two classes of shares: Institutional Class and Institu-
tional Service Class. The two classes of shares each represent interests in
the same portfolio of investments, have the same rights and are identical in
all respects, except that the Service Class Shares offered by this Prospectus
bear shareholder servicing expenses, may in the future bear distribution plan
expenses, and have exclusive voting rights with respect to the Rule 12b-1 Dis-
tribution Plan pursuant to which the distribution fee may be paid. The two
classes have different exchange privileges. (See "SHAREHOLDER SERVICES--EX-
CHANGE PRIVILEGE.") The net income attributable to Service Class Shares and
the dividends payable on Service Class Shares will be reduced by the amount of
the shareholder servicing and distribution fees; accordingly, the net asset
value of the Service Class Shares will be reduced by such amount to the extent
the Portfolio has undistributed net income.

20
<PAGE>

purchase and redemption of Portfolio shares, which are not subject to the Rule
12b-1 Service and Distribution Plans. They may include transaction fees and/or
service fees paid by the Fund from the Fund assets attributable to the Service
Agent and would not be imposed if shares of the Portfolio were purchased di-
rectly from the Fund or the Distributor. The Service Agents may provide share-
holder services to their customers that are not available to a shareholder
dealing directly with the Fund. Each Service Agent is responsible for trans-
mitting to its customers a schedule of any such fees and information regarding
any additional or different purchase and redemption conditions. Shareholders
who are customers of Service Agents should consult their Service Agent for in-
formation regarding these fees and conditions. A salesperson and any other
person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company ("CGFSC") by such time, the Service Agent could be held liable for re-
sulting fees or losses. A Portfolio may be deemed to have received a purchase
or redemption order when a Service Agent, or, if applicable, its authorized
designee, accepts the order. Orders received by the Fund in proper form will
be priced at a Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it together with a check made
payable to "UAM Funds" to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

21
<PAGE>

not accept third-party checks to purchase shares of the Portfolios. If you
purchase shares by check, please be sure that your check is made payable to
the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern Time) to receive that day's price. An account number and a wire
control number will then be provided to you, in addition to wiring in-
structions. Next,

. Instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #02100-0021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
---------------
Your Account Number
---------------
Your Account Name
---------------
Wire Control Number
---------------
(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed for this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in the Portfolio. Wire control numbers are effective for one
transaction only and cannot be used more than once. Wired money that is
not properly identified with a currently effective wire control number
will be returned to the bank from which it was wired and will not be
credited to the shareholder's account.

ADDITIONAL INVESTMENTS

22
<PAGE>

Custodian Bank using the instructions outlined above. When making additional
investments, be sure that the account number, account name and the Portfolio
to be purchased is identified on the check or wire.

PURCHASE BY ACH

OTHER PURCHASE INFORMATION

23
<PAGE>

valued as described under "VALUATION OF SHARES" at the next determination of
net asset value after acceptance. Shares issued by a Portfolio in exchange for
securities will be issued at net asset value determined as of the same time.
All dividends, interest, subscription, or other rights pertaining to such se-
curities shall become the property of the Portfolio and must be delivered to
the Fund by the investor upon receipt from the issuer. Securities acquired
through an in-kind purchase will be acquired for investment and not for imme-
diate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be in-
cluded in the Portfolio (current market quotations must be readily
available for such securities);

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

24
<PAGE>

. any other necessary legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pen-
sion and profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the
wire redemption privilege) by completing appropriate sections of
the Application; and

. call the Fund and instruct that the redemption proceeds be mailed
to you or wired to your bank.

The following tasks cannot be accomplished by telephone:

. redemption of certificated shares by telephone.

The Fund and its Sub-Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, and they may
be liable for any losses if they fail to do so. These procedures include re-
quiring the investor to provide certain personal identification at the time an
account is opened, as well as prior to effecting each transaction requested by
telephone. All telephone transaction requests will be recorded and investors
may be required to provide additional telecopied written instructions of such
transaction requests. The Fund or Sub-Transfer Agent may be liable for any
losses due to unauthorized or fraudulent telephone instructions if the Fund or
the Sub-Transfer Agent does not employ the procedures described above. Neither
the Fund nor the Sub-Transfer Agent will be responsible for any loss, liabili-
ty, cost or expense for following instructions received by telephone that it
reasonably believes to be genuine.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than
the registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other
than the registered address; or

. share transfer requests.

Signature guarantees will be accepted from any eligible guarantor institu-
tion which participates in a signature guarantee program. Eligible guarantor
institutions

25
<PAGE>

include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associa-
tions. 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
The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash
in conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemp-
tions.

SERVICE AND DISTRIBUTION PLANS

26
<PAGE>

maintenance. These fees are paid out of the assets allocable to Service Class
Shares to the Distributor, to the Service Agent directly or through the Dis-
tributor. The Fund reimburses the Distributor or the Service Agent, as the
case may be, for payments made at an annual rate of up to .25 of 1% of the av-
erage daily value of such Service Class Shares. Each item for which a payment
may be made under the Service Plan constitutes personal service and/or share-
holder account maintenance and may constitute an expense of distributing Fund
Service Class Shares as the SEC construes such term under Rule 12b-1. The fees
payable for servicing reflect actual expenses incurred up to the limit de-
scribed herein.

Banks are engaged to act as Service Agents only to perform administrative
and shareholder servicing functions, including transaction-related agency
services for their customers. If a bank is prohibited from acting as a Service
Agent, alternative means for continuing the servicing of its shareholders
would be sought, and the shareholder clients of the bank would remain Fund
shareholders.

The Distribution Plan and the Service Plan (the "Plans") provide generally
that a Portfolio may incur distribution and service costs under the Plans
which may not exceed 0.75% per annum of that Portfolio's net assets. The Board
has currently limited payments under the Plans to 0.50% per annum of a Portfo-
lio's net assets. The Service Class Shares offered by this Prospectus cur-
rently are not making any payments under the Distribution Plan. Upon implemen-
tation, the Distribution Plan would permit payments to the Distributor, bro-
ker-dealers, other financial institutions, sales representatives or other
third parties who render promotional and distribution services, for items such
as sales compensation and marketing and overhead expenses.

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. Although
the Plans may be amended by the Board of Directors, any change in the Plans
which would materially increase the amounts authorized to be paid under the
Plans must be approved by shareholders of the class involved. The Plans may be
terminated by the Board of Directors or Service Class shareholders. The
amounts and purposes of expenditures under the Plans are reported to the Board
of Directors quarterly. The amounts allowable under the Plans for the Service
Class of Shares of the Portfolios are limited by the terms of such Plan and
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, the parent company of UAMFSI and the Adviser,
the Adviser, or any of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder servicing,
recordkeeping and/or other services performed with respect to the Fund, a
Portfolio or any Class of Shares of a Portfolio. The person making such pay-
ments may do so out of its revenues, its profits or any other source available
to it. Such services arrangements, when in effect, are made generally avail-
able to all qualified service providers. The

27
<PAGE>

Adviser may compensate its affiliated companies for referring investors to the
Portfolios.

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan mar-
keting and shareholder services and receives from such entities an amount
equal to up to 33.3% of the portion of the investment advisory fees attribut-
able to the invested assets of Smith Barney's eligible customer accounts with-
out regard to any expense limitation in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by UAMFSI.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE

Service Class Shares of each Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio. (See the list of Portfolios of the
UAM Funds at the end of this Prospectus.) Exchange requests should be made by
contacting the UAM Funds Service Center.

28
<PAGE>

An exchange into another UAM Funds Portfolio is a sale of shares and may re-
sult in a gain or loss for income tax purposes.

To establish an Automatic Investment Plan, a shareholder must complete the
appropriate sections of the Account Application and mail it to Chase Global
Funds Services Company. A shareholder may cancel his/per participation or
change the amount of purchase at any time by mailing written notification to
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798 and
notification generally will be effective three business days following re-
ceipt. The Fund may modify or terminate this privilege at any time, or may
charge a service fee, although no such fee currently is contemplated.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before

29
<PAGE>

a termination becomes effective. There is currently no charge to the share-
holder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

The net asset value of each class of a Portfolio is determined by dividing
the value of the Portfolio's assets attributable to the class, less any lia-
bilities attributable to the class, by the number of shares outstanding at-
tributable to the class. The net asset value per share of each class of the
Portfolio is determined as of the close of the NYSE on each day that the NYSE
is open for business.

Bonds and other fixed income securities are valued according to the broadest
and most representative market, which will ordinarily be the over-the-counter
market. Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. Securities purchased with remaining
maturities of 60 days or less are valued at amortized cost when the Board of
Directors determines that amortized cost reflects fair value.

PERFORMANCE CALCULATIONS

30
<PAGE>

accounting methods, the quoted yield may not equal the income actually paid to
shareholders.

The Portfolios' performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported
in financial and industry publications, and various indices as further de-
scribed in the Portfolios' SAIs. This information may also be included in
sales literature and advertising.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

31
<PAGE>

FEDERAL TAXES
Each Portfolio intends to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, for federal in-
come tax purposes and to meet all other requirements that are necessary for it
(but not its shareholders) to be exempt from federal taxes on income and gains
paid to shareholders in the form of dividends. To do this, each Portfolio
must, among other things, distribute substantially all of its ordinary income
and net capital gains on a current basis and maintain a portfolio of invest-
ments which satisfies certain diversification criteria.

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term or mid-
term capital gains distributions are taxed as long-term or mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.

INVESTMENT ADVISER

32
<PAGE>

For further information on Sirach Capital Management, Inc.'s investment serv-
ices, please call (206) 624-3800.

EQUITY MANAGEMENT TEAM

SMALL CAP EQUITY MANAGEMENT TEAM

The Special Equity Portfolio is managed by the Small Cap Equity Management
Team of Sirach Capital Management. Members of the team are Harvey G. Bate-
man, Stefan W. Cobb and James P. Kieburtz.

33
<PAGE>

institutional sales. Mr. Cobb has been involved in the day-to-day
management of the Special Equity Portfolio since 1994.

. James P. Kieburtz--Principal. Mr. Kieburtz joined the Adviser in
1994. Prior to that, he was a Systems Engineer specializing in
Financial Applications at the accounting firm of Hagen, Kurth &
Perman. Mr. Kieburtz has been involved in the day-to-day management
of the Special Equity Portfolio since 1994.

FIXED INCOME MANAGEMENT TEAM

. Stephen J. Romano, CFA, CIC--Principal. Mr. Romano joined the Ad-
viser in 1991. Prior to that, he was a Senior Investment Officer at
Seattle-First National Bank where he managed equity and fixed in-
come portfolios for private banking clients. Mr. Romano has managed
fixed income funds for the Adviser since 1991. He has been involved
with the day-to-day management of the Strategic Balanced Portfolio
and Bond Portfolio since their inception.

34
<PAGE>

Under Investment Advisory Agreements dated as of September 27, 1989, October
29, 1993, June 26, 1996 and October 23, 1997, the Adviser manages the invest-
ment and reinvestment of the assets of the Portfolios. The Adviser must adhere
to the stated investment objectives and policies of the Portfolios, and is
subject to the control and supervision of the Fund's Board of Directors.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios to reduce expense
ratios. As of the date of this Prospectus, the Adviser has agreed to keep the
Equity and Bond Portfolio's Institutional Service Class Shares from exceeding
1.15% and 0.75% respectively, of average daily net assets. The Fund will not
reimburse the Adviser for any advisory fees that are waived or Portfolio ex-
penses that the Adviser may bear on behalf of a Portfolio for a given fiscal
year.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser relat-
ing to the composite of equity accounts of clients of the Adviser. These ac-
counts have the same investment objective as the Equity Portfolio, and were
managed using substantially similar, though not in all cases identical, in-
vestment strategies and techniques as those in use by the Adviser in managing
the Equity Portfolio. The performance data for the managed accounts is net of
all fees and expenses. The investment returns of the Portfolio may differ from
those of the separately managed accounts because such separately managed ac-
counts may have fees and expenses that differ from those of the Portfolio.
Further, the separately managed accounts are not subject to investment limita-
tions, diversification requirements, and other restrictions imposed by the
1940 Act and the Internal Revenue Code; such conditions, if applicable, may
have lowered the returns for the separately managed accounts. The results pre-
sented 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
Portfolio.

35
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC.-- EQUITY COMPOSITE RETURNS

TOTAL ANNUALIZED RETURN FOR VARIOUS PERIODS ENDED DECEMBER 31, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
INSTITUTIONAL S&P
EQUITY ACCOUNTS 500 INDEX
--------------- ---------
<S> <C> <C>
One-year period....................................... 30.29% 33.37%
Five-year period...................................... 17.54% 20.25%
Ten-year period....................................... 19.25% 18.04%
Sixteen-year period*.................................. 20.72% 17.74%
</TABLE>
- -----------
* Inception of performance record

Below are certain performance data provided by the Adviser relating to the
composite of separately managed fixed income accounts of clients of the Advis-
er. These accounts have the same investment objective as the Bond Portfolio,
and were managed using substantially similar, though not in all cases identi-
cal, investment strategies, techniques and policies as those in use by the Ad-
viser in managing the Bond Portfolio. The performance data for the managed ac-
counts is net of all fees and expenses. The investment returns of the Portfo-
lio may differ from those of the separately managed accounts because such sep-
arately managed accounts may have fees and expenses that differ from those of
the Portfolio. Further, the separately managed accounts are not subject to in-
vestment limitations, diversification requirements, and other restrictions im-
posed by the 1940 Act and the Internal Revenue Code; such conditions, if ap-
plicable, 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 in-
vesting in the Portfolio.

36
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC.-- FIXED INCOME COMPOSITE RETURNS

FOR INDIVIDUAL YEARS ENDED DECEMBER 31
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
SIRACH CAPITAL LEHMAN BROTHERS
CALENDAR YEARS MANAGEMENT, INC. AGGREGATE BOND INDEX
-------------- ---------------- --------------------
<S> <C> <C>
1980.................................... 6.23% 2.70%
1981.................................... 13.27% 6.25%
1982.................................... 33.31% 32.62%
1983.................................... 6.63% 8.35%
1984.................................... 14.68% 15.15%
1985.................................... 21.21% 22.10%
1986.................................... 14.38% 15.26%
1987.................................... 3.20% 2.76%
1988.................................... 9.80% 7.89%
1989.................................... 13.94% 14.53%
1990.................................... 7.62% 8.96%
1991.................................... 18.54% 16.00%
1992.................................... 8.13% 7.40%
1993.................................... 11.65% 9.75%
1994.................................... (1.90)% (2.92)%
1995.................................... 18.71% 18.47%
1996.................................... 4.81% 3.63%
1997.................................... 9.90% 9.65%
6 Months ended 12/31/97................. 6.15% 6.36%
Annualized through 12/31/97............. 11.64% 10.75%
Cumulative through 12/31/97............. 625.36% 528.35%
1-year period ended 12/31/97 (average
annual)................................ 9.90% 9.65%
5-year period ended 12/31/97 (average
annual)................................ 8.41% 7.48%
10-year period ended 12/31/97 (average
annual)................................ 9.96% 9.18%
18-Year Mean (1/1/80-12/31/97).......... 11.90% 11.03%
Value of $1 invested during (1/1/80-
12/31/97).............................. $7.25 $6.28
</TABLE>
- -----------
Notes:

1. The cumulative return means that $1 invested in the account on 1/1/80 had
grown to $7.25 by December 31, 1997.
2. The 18-year mean is the arithmetic average of the annual returns for the
calendar years listed.
3. The Lehman Brothers Aggregate Bond Index is an unmanaged index which as-
sumes reinvestment of dividends and is generally considered representative
of securities similar to those invested in by the Adviser for the purpose
of the composite performance numbers set forth above.

4. The Adviser's average annual management fee over the period shown (1/1/80-
12/31/97) was 0.30% or 30 basis points. During the period shown, fees on the
Adviser's individual accounts ranged from 0.20% to 0.30% (20 basis points to
30 basis points). Net returns to investors vary depending on the management
fee.

37
<PAGE>

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. UAWSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mu-
tual Funds Service Agreement dated April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Strategic Balanced Portfolio........................................... 0.06%
Growth Portfolio....................................................... 0.04%
Special Equity Portfolio............................................... 0.04%
Equity Portfolio....................................................... 0.04%
Bond Portfolio......................................................... 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion
but less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among each Portfolio on the basis of its relative assets
and are subject to a graduated minimum fee schedule per Portfolio, which
starts at $2,000 per month and increases to $70,000 annually after two years.
If a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
the shares of the Fund. Under the Fund's Distribution Agreement (the "Agree-
ment"), the Distributor, as agent of the Fund, agrees to use its best efforts
as sole distributor of the Fund's shares. The Distributor does not receive any
fee or other compensation under the Agreement (except as described under
"SERVICE AND DISTRIBUTION PLANS" above). The Agreement continues in effect so
long as such

38
<PAGE>

continuance is approved at least annually by the Fund's Board of Directors,
including a majority of those Directors who are not parties to such Agreement
or interested persons of any such party. The Agreement provides that the Fund
will bear the costs of the registration of its shares with the SEC and the
printing of its prospectuses, SAIs and reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for
each of the Fund's Portfolios. The Agreement directs the Adviser to use its
best efforts to obtain the best available price and most favorable execution
for all transactions of the Portfolios. If consistent with the interests of
the Portfolios, the Adviser may select brokers on the basis of the research,
statistical and pricing services they provide to the Portfolios. Such brokers
may be paid a higher commission than that which another qualified broker would
have charged for effecting the same transaction, provided that such commis-
sions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Portfolios and the Adviser's other clients.

Although not a typical practice, the Adviser may place portfolio orders with
qualified broker-dealers who refer clients to the Adviser.

If a purchase or sale of securities is consistent with the investment poli-
cies of a Portfolio and one or more of these other clients served by the Ad-
viser is considering a purchase at or about the same time, transactions in
such securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by the Adviser. Although there is no specified for-
mula for allocating such transactions, such allocations are subject to peri-
odic review by the Fund's Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland corpo-
ration on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc."

39
<PAGE>

The shares of each Portfolio and Class of the Fund are fully paid and nonas-
sessable, and have no preference as to conversion, exchange, dividends, re-
tirement or other features and have no pre-emptive rights. The shares of each
Portfolio and Class have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors
can elect 100% of the Directors. A shareholder is entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in his or her name on the books of the Fund.

Both Institutional Class and Institutional Service Class Shares represent
interests 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. The Board of Directors of
the Fund has authorized a third class of shares, Advisor Class Shares, which
is not currently being offered by these Portfolios. Information about the In-
stitutional Class Shares of the Portfolios is available upon request by con-
tacting the UAM Funds Service Center.

As of December 24, 1997, Wilmington Trust Company held of record 100% of the
outstanding shares of Sirach Bond Portfolio Institutional Service Class
Shares, for which ownership is disclaimed or presumed disclaimed. Fleet Na-
tional Bank held 86% of the outstanding shares of the Sirach Special Equity
Portfolio Institutional Service Class Shares and 86% of the outstanding shares
of the Sirach Strategic Balanced Portfolio Institutional Class Shares, for
which ownership is disclaimed or presumed disclaimed. Also, Hartnat & Company
held 30% of the outstanding shares of the Sirach Growth Portfolio Institu-
tional Service Class Shares, for which ownership is disclaimed or presumed
disclaimed. The persons or organizations owning 25% or more of the outstanding
shares of a Portfolio may be presumed to "control" (as that term is defined in
the 1940 Act) such Portfolio. As a result, those persons or organizations
could have the ability to vote a majority of the shares of the Portfolio on
any matter requiring the approval of shareholders of such Portfolio.

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.

40
<PAGE>

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.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAW-
FULLY BE MADE.

41
<PAGE>

UAM FUNDS--INSTITUTIONAL SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio
DSI Disciplined Value Portfolio
FMA Small Company Portfolio
FPA Crescent Fund
MJI International Equity Portfolio
NWQ Balanced Portfolio

NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio

NWQ Value Equity Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Bond Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TJ Core Equity Portfolio

42
<PAGE>

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-27198
1-800-638-7983

Investment Adviser
Sirach Capital Management, Inc.
3323 One Union Square

Seattle, WA 98101
(206) 624-3800

Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

Sterling Partners'
Portfolios

Institutional
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 11
Investment Limitations..................................................... 16
Purchase of Shares......................................................... 16
Redemption of Shares....................................................... 20
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 24
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 26
Investment Adviser......................................................... 27
Adviser's Historical Performance........................................... 28
Administrative Services.................................................... 29
Distributor................................................................ 30
Portfolio Transactions..................................................... 30
General Information........................................................ 31
UAM Funds -- Institutional Class Shares.................................... 33
</TABLE>
<PAGE>

UAM FUNDS STERLING PARTNERS' PORTFOLIOS

INSTITUTIONAL CLASS SHARES
- -------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

STERLING PARTNERS' BALANCED PORTFOLIO. The objective of the Sterling Part-
ners' Balanced Portfolio ("Balanced Portfolio") is to provide maximum long-
term total return consistent with reasonable risk to principal, by investing
in a balanced portfolio of common stocks and fixed income securities.

STERLING PARTNERS' EQUITY PORTFOLIO. The objective of the Sterling Partners'
Equity Portfolio ("Equity Portfolio") is to provide maximum long-term total
return consistent with reasonable risk to principal, by investing primarily in
common stocks.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The objective of the Sterling
Partners' Small Cap Value Portfolio ("Small Cap Value Portfolio") is to pro-
vide maximum long-term total return consistent with reasonable risk to princi-
pal, by investing primarily in equity securities of smaller companies, in
terms of market capitalization.

There can be no assurance that any of the Portfolios will meet its stated
objective.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at 1-800-638-7983.

FUND EXPENSES

The following table illustrates expenses and fees an Institutional Class
shareholder of the Portfolios will incur. The Fund does not charge Shareholder
transaction fees. However, transaction fees may be charged if a broker-dealer
or other financial intermediary deals with the Fund on your behalf. (see "PUR-
CHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SMALL CAP
BALANCED EQUITY VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS CLASS CLASS
SHARES SHARES SHARES
------------- ------------- -------------
<S> <C> <C> <C>
Sales Load Imposed on Purchases..... NONE NONE NONE
Sales Load Imposed on Reinvested
Dividends.......................... NONE NONE NONE
Deferred Sales Load................. NONE NONE NONE
Redemption Fees..................... NONE NONE NONE
Exchange Fee........................ NONE NONE NONE

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<CAPTION>
SMALL CAP
BALANCED EQUITY VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS CLASS CLASS
SHARES SHARES SHARES
------------- ------------- -------------
<S> <C> <C> <C>
Investment Advisory Fees (After Fee
Waivers)........................... 0.75% 0.59% 0.15%
12b-1 Fees.......................... NONE NONE NONE
Other Expenses...................... 0.15% 0.17% 0.71%
Administrative Fees............... 0.17% 0.23% 0.39%
---- ---- ----
Total Operating Expenses (After Fee
Waivers)........................... 1.07%+ 0.99%*+ 1.25%*+
==== ==== ====
</TABLE>
- -----------

* Without the Adviser's fee waiver, Investment Advisory Fees would have been
0.75% for the Equity Portfolio's Institutional Class Shares and 1.00% for
the Small Cap Value Portfolio's Institutional Class Shares. Total Operating
Expenses of the Equity and Small Cap Value Portfolios Institutional Class
Shares for the fiscal year ended October 31, 1997 would have been 1.15% and
2.10%, respectively.

+ The Total Operating Expenses includes the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the Balanced, Small
Cap Value and Equity Portfolios Institutional Class Shares would not differ.

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume expenses otherwise payable by the Portfolios (if necessary) in
order to keep the expense ratios of (i) the Balanced Portfolio Institutional
Class Shares from

1
<PAGE>

exceeding 1.11% of its average daily net assets; (ii) the Equity Portfolio In-
stitutional Class Shares from exceeding 0.99% of its average daily net assets;
and (iii) the Small Cap Value Portfolio Institutional Class Shares from ex-
ceeding 1.25% of its average daily assets. The Fund will not reimburse the Ad-
viser for any advisory fees that are waived or Portfolio expenses that the Ad-
viser may bear on behalf of a Portfolio for a given fiscal year.

The table above shows various fees and expenses an investor in the Institu-
tional Class Shares of the Portfolios would bear directly or indirectly. The
expenses and fees listed are based on the operations of the Balanced, Equity
and Small Cap Value Portfolios' Institutional Class Shares during the fiscal
year ended October 31, 1997.

EXAMPLE

The following example shows the expenses that a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. The Portfolios
charge no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Institutional Class
Shares....................................... $11 $34 $59 $131
Equity Portfolio Institutional Class Shares... $10 $32 $55 $121
Small Cap Value Portfolio Institutional Class
Shares....................................... $13 $40 $69 $151
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

Sterling Capital Management Inc. (the "Adviser"), an investment counseling
firm founded in 1970, is the investment adviser to the Fund's Sterling Part-
ners' Portfolios. The Adviser currently manages over $2.5 billion in assets
for institutional clients and high net worth individuals. (See "INVESTMENT AD-
VISER.")

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"). The shares are available to investors at net asset value
without a sales commission. Shares can be purchased by sending investments di-
rectly to the Fund. The minimum initial investment for the Institutional Class
Shares is $2,500. The minimum for subsequent investments is $100. The minimum
initial investment for IRA accounts is $500. The minimum initial investment
for spousal IRA accounts is $250. Certain exceptions to the initial or minimum
investment amounts may be permitted by the officers of the Fund. (See "PUR-
CHASE OF SHARES.")

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed without cost at any time, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of each Portfolio may be exchanged for shares of the same class
of any other portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

4
<PAGE>

STERLING INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

The following tables show selected per share information for a share out-
standing throughout each period presented for the Balanced, Equity and Small
Cap Value Portfolios' Institutional Class Shares. These tables are part of the
Portfolios' Financial Statements, which are in the Portfolios' October 31,
1997 Annual Report to Shareholders. The Financial Statements are incorporated
into the Portfolios' SAI. The Portfolios' October 31, 1997 Financial State-
ments have been examined by Price Waterhouse LLP. Their unqualified opinion on
the October 31, 1997 Financial Statements is also incorporated into the Port-
folios' SAI. Please read the following information in conjunction with the
Portfolios' 1997 Annual Report to Shareholders.

STERLING PARTNERS' BALANCED PORTFOLIO
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
--------------------------------------------------------
MARCH 15,**
1991 TO
OCTOBER 31,
1997 1996 1995 1994 1993 1992 1991
-------- ------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 12.55 $ 11.86 $ 11.13 $ 11.51 $ 10.71 $ 10.26 $ 10.00
-------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income... 0.32 0.34 0.46 0.32 0.34 0.37 0.22+
Net Realized and
Unrealized Gain (Loss)
on Investments......... 2.32 1.38 1.04 (0.25) 0.94 0.50 0.23
-------- ------- ------- ------- ------- ------- -------
Total From Investment
Operations............ 2.64 1.72 1.50 0.07 1.28 0.87 0.45
-------- ------- ------- ------- ------- ------- -------
Distributions
Net Investment Income... (0.31) (0.36) (0.45) (0.32) (0.32) (0.37) (0.19)
Net Realized Gain....... (0.97) (0.67) (0.32) (0.13) (0.16) (0.05) (0.00)
-------- ------- ------- ------- ------- ------- -------
Total Distributions.... (1.28) (1.03) (0.77) (0.45) (0.48) (0.42) (0.19)
-------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 13.91 $ 12.55 $ 11.86 $ 11.13 $ 11.51 $ 10.71 $ 10.26
======== ======= ======= ======= ======= ======= =======
TOTAL RETURN............ 22.58% 15.52% 14.23% 0.66% 12.23% 8.65% 4.54%++
======== ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL
DATA
NET ASSETS, END OF
PERIOD (THOUSANDS)..... $ 78,283 $58,691 $64,933 $64,673 $47,016 $39,129 $19,501
Ratio of Expenses to
Average Net Assets..... 1.07% 1.03% 0.96% 1.01% 0.99% 1.09% 1.11%*+
Ratio of Net Investment
Income to Average Net
Assets................. 2.47% 2.77% 3.96% 3.05% 3.08% 3.52% 3.85%*+
Portfolio Turnover
Rate................... 133%*** 84% 130% 70% 49% 80% 40%
Average Commission Rate
#...................... $ 0.0658 $0.0684 N/A N/A N/A N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 1.07% 1.02% 0.96% N/A N/A N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations

*** The turnover rate is higher than normally anticipated due to increased
shareholder activity within the Portfolio.
# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission per share it paid for trades
on which commissions were charged.

+ Net of voluntarily waived fees and expenses assumed by the Adviser for
the period ended October 31, 1991 of $0.03 per share.

++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.

5
<PAGE>

STERLING PARTNERS' EQUITY PORTFOLIO
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
----------------------------------------------------
MAY 15,**
1991 TO
1997 1996 1995 1994 1993 1992 OCTOBER 31, 1991
-------- ------- ------- ------- ------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD..... $ 15.72 $ 13.69 $ 12.54 $ 12.39 $ 11.01 $10.29 $10.00
-------- ------- ------- ------- ------- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income.... 0.15 0.15 0.21 0.16 0.15 0.17 0.06
Net Realized and
Unrealized Gain on
Investments............. 4.55 3.01 1.73 0.27 1.53 0.75 0.29
-------- ------- ------- ------- ------- ------ ------
Total from Investment
Operations............. 4.70 3.16 1.94 0.43 1.68 0.92 0.35
-------- ------- ------- ------- ------- ------ ------
DISTRIBUTIONS
Net Investment Income.... (0.16) (0.16) (0.20) (0.15) (0.16) (0.16) (0.06)
Net Realized Gain........ (1.56) (0.97) (0.59) (0.13) (0.14) (0.04) --
-------- ------- ------- ------- ------- ------ ------
Total Distributions..... (1.72) (1.13) (0.79) (0.28) (0.30) (0.20) (0.06)
-------- ------- ------- ------- ------- ------ ------
NET ASSET VALUE, END OF
PERIOD.................. $ 18.70 $ 15.72 $ 13.69 $ 12.54 $ 12.39 $11.01 $10.29
======== ======= ======= ======= ======= ====== ======
TOTAL RETURN+............ 32.46% 24.76% 16.61% 3.50% 15.46% 9.01% 3.51%***
======== ======= ======= ======= ======= ====== ======
RATIOS AND SUPPLEMENTAL
DATA
NET ASSETS, END OF PERIOD
(THOUSANDS)............. $ 49,886 $32,943 $31,969 $23,352 $15,982 $9,725 $2,515
Ratio of Expenses to
Average Net Assets...... 0.99% 0.99% 1.00% 0.99% 0.93% 1.04% 1.11%*
Ratio of Net Investment
Income to Average Net
Assets.................. 0.86% 1.01% 1.64% 1.34% 1.30% 1.73% 1.43%*
Portfolio Turnover Rate.. 57% 78% 135% 73% 55% 84% 24%
Average Commission
Rate#................... $ 0.0661 $0.0687 N/A N/A N/A N/A N/A
Voluntary Waived Fees and
Expenses Assumed by the
Adviser Per Share....... $ 0.03 $0.03 $0.04 $0.06 $0.09 N/A N/A
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................. 0.99% 0.99% 0.99% N/A N/A N/A N/A
</TABLE>
- -----------
* Annualized

** Commencement of operations

*** Not annualized
+ Total return would have been lower if certain fees and expenses had not
been waived or assumed by the Adviser during the periods indicated.
# For the fiscal years beginning on or after September 1, 1995, a portfolio
is required to disclose the average commission rate per share it paid for
trades on which commissions were charged.

6
<PAGE>

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO

<TABLE>
<CAPTION>
JANUARY 2, 1997***
TO
OCTOBER 31, 1997
------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....................... $ 10.00
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................... 0.01
Net Realized and Unrealized Gain......................... 3.72
-------
Total From Investment Operations....................... 3.73
-------
DISTRIBUTIONS
Net Investment Income.................................... (0.01)
-------
Total Distributions.................................... (0.01)
-------
NET ASSET VALUE, END OF PERIOD............................. $ 13.72
=======
TOTAL RETURN+.............................................. 37.34%**
=======
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)...................... $19,888
Ratio of Expenses to Average Net Assets.................... 1.25%*
Ratio of Net Investment Income to Average Net Assets....... 0.06%*
Portfolio Turnover Rate.................................... 50%
Average Commission Rate.................................... $0.0619
Voluntarily Waived Fees and Expenses Assumed by the Adviser
Per Share................................................ $ 0.13
Ratio of Expenses to Average Net Assets Including Expense
Offsets.................................................. 1.25%
</TABLE>
- -----------

* Annualized

** Not annualized

***Commencement of operations

+ Total return would have been lower had certain fees not been waived and
assumed by the Adviser during the period.

7
<PAGE>

INVESTMENT OBJECTIVES

STERLING PARTNERS' BALANCED PORTFOLIO. The objective of the Balanced Portfo-
lio is to provide maximum long-term return consistent with reasonable risk to
principal, by investing in a balanced portfolio of common stocks and fixed in-
come securities. A typical asset mix for the Portfolio is expected to be 60%
in equities and 40% in fixed income securities and cash. The total return on
the Portfolio will consist of both capital appreciation and income, with the
relative proportions depending upon the underlying asset mix as well as spe-
cific security holdings.

STERLING PARTNERS' EQUITY PORTFOLIO. The objective of the Equity Portfolio
is to provide maximum long-term total return consistent with reasonable risk
to principal, by investing primarily in common stocks. The Portfolio may also
invest in other equity-related securities such as preferred stocks, convert-
ible preferred stocks, convertible bonds, options, futures, rights and war-
rants.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The objective of the Small Cap
Value Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal by investing primarily in equity securities of
smaller companies, in terms of market capitalization. The equity securities in
which the Portfolio may invest consist of common stocks (both domestic and in-
ternational) preferred stocks, convertible bonds, distressed bonds with a high
likelihood of future equity conversion, options, futures, rights and warrants.

INVESTMENT POLICIES

STERLING PARTNERS' BALANCED PORTFOLIO. The Balanced Portfolio incorporates
within a single investment vehicle the two investment disciplines employed by
the Adviser. The first discipline provides for stock selection; and the second
chooses among fixed income securities, including coupon bonds, zero coupon
bonds and cash equivalents. A targeted asset mix for the Portfolio is expected
to be 60% in equities and 40% in fixed income securities and cash. However, at
least 25% of the Portfolio's total assets will always be invested in fixed in-
come senior securities, including debt securities and preferred stocks.

Individual equity securities are selected using approaches identical to
those described below for the Equity Portfolio. Simply stated, the Adviser's
stock selection is designed to identify equities priced at a discount from the
estimated value of their underlying businesses.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stocks in the Portfolio will have a market capitaliza-
tion in excess of $500 million at the time of purchase.

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<PAGE>

The fixed income portion of the Portfolio will be invested primarily in in-
vestment grade securities of varying maturities. These include securities of
the U.S. Government and its agencies, corporate bonds, mortgage-backed securi-
ties, asset-backed securities, and various short-term instruments such as com-
mercial paper, U.S. Treasury bills, and certificates of deposit.

Within the Portfolio, fixed income investments are regarded as opportunities
for capital appreciation, as a source of liquidity and as a means to reduce
overall portfolio volatility. The management of the fixed income segment con-
sists of three important steps. First, the Adviser uses proprietary analytical
tools to manage the interest rate risk of the Portfolio. After arriving at an
appropriate average maturity for the Portfolio, the Adviser uses a "top down"
approach to select the most attractively valued sectors for the fixed income
investments. Finally, the Adviser analyzes the spectrum of the yield curve to
identify the most desirable maturities at which to invest the Portfolio. The
Adviser's fixed income strategy emphasizes quality and capital preservation.

With respect to the Balanced Portfolio, the Adviser reserves the right to
retain securities which are downgraded below "A" by Moody's Investor's Serv-
ice, Inc. ("Moody's") or by Standard & Poor's Rating Services ("S&P") in the
case of corporate debt securities and "A-1" by S&P or "Prime-1" by Moody's in
the case of commercial paper, if in the Adviser's judgment, considering market
conditions, the retention of such securities is warranted.

STERLING PARTNERS' EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve
its objective by investing under normal circumstances, at least 65% of its to-
tal assets in common stocks. The Portfolio may also invest in other equity-re-
lated securities such as preferred stocks, convertible preferred stocks, con-
vertible bonds, options, futures, rights, and warrants. However, at all times,
the Portfolio's primary interest will be direct ownership of common equity
stocks. It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets (generally less than 10%).

The Adviser's stock selection process focuses on identifying securities
which are priced below the estimated value of the underlying business. As
such, the Adviser approaches each investment as a businessman would approach a
private transaction. All factors relevant to the worth of an ongoing business
are examined using traditional fundamental securities analysis. Such factors
include balance sheet quality, normalized earnings power, industry stability,
capital intensity, reinvestment opportunities, and management talent. This
"businessman's approach" is designed to result in a high quality portfolio.

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<PAGE>

viewed against a pre-written outline, and those which fail to demonstrate fun-
damental progress in keeping with the original thesis are sold.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stocks will have a market capitalization in excess of
$1 billion at the time of purchase.

Another important aspect of the Adviser's approach is an emphasis on diver-
sification across a wide range of industries. It divides the S&P 500 into in-
dustry groupings, and uses the groupings as a comparison yardstick for the
Portfolio. The Adviser's policies seek to ensure a healthy representation
within each sector. The result is that volatility may be controlled within an
acceptable range.

The Adviser anticipates that the majority of the investments will be in
United States based companies. However, from time to time, shares of foreign
based companies may also be purchased. The most common vehicle for such pur-
chases will be American Depository Receipts ("ADRs"), which are U.S. domestic
securities representing ownership rights in foreign companies. Under normal
circumstances, investments in foreign based companies will not comprise more
than 20% of the Portfolio assets. Most ADRs are traded on a U.S. stock ex-
change. Issuers of unsponsored ADRs are not continually obligated to disclose
material information in the U.S. and therefore, there may not be a correlation
between such information and the market value of the unsponsored ADR.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The Sterling Partners' Small
Cap Value Portfolio seeks to achieve its objective by investing under normal
circumstances, at least 65% of its total assets in equity securities of small
companies, which consist of market capitalizations of $1 billion or less. The
Portfolio may invest in both domestic and international common stocks, pre-
ferred stocks, convertible preferred stocks, convertible bonds, distressed
bonds with a high likelihood of future equity conversion, options, futures,
rights and warrants. It is anticipated that cash reserves will represent a
relatively small percentage of the Portfolio's assets (generally less than
10%).

Small capitalization stocks have historically been more volatile in price
than the larger capitalization stocks. Among the reasons for the greater price
volatility of these securities are the less certain growth prospects of
smaller firms, the lower degree of liquidity in the markets for such stocks,
and small company stocks also may, to a degree, fluctuate independently of
larger company stocks. Small company stocks may decline in price as large com-
pany stocks rise, or rise in price as large company stocks decline. Small cap-
italization stocks may have many of the characteristics of securities of new
or unseasoned companies.

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The Adviser's sell discipline is as important as its buy discipline. For ev-
ery stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms is
reviewed against a pre-written outline, and those which fail to demonstrate
fundamental progress in keeping with the original thesis are sold.

The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolios may invest a por-
tion of their assets in domestic and foreign money market instruments includ-
ing certificates of deposit, bankers' acceptances, time deposits, U.S. Govern-
ment obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quali-
ty.

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U.S. banks, it is a member of the Federal Deposit Insurance Corporation, and
(iii) in the case of foreign branches of U.S. banks, the security is, in the
opinion of the Adviser, of an investment quality comparable with other debt
securities which may be purchased by each Portfolio.

The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements, interest-
bearing or discounted commercial paper including dollar-denominated commercial
paper of foreign issuers, and any other short-term money market instruments
including variable rate demand notes and tax-exempt money instruments. By en-
tering into these investments on a joint basis, it is expected that a Portfo-
lio may earn a higher rate of return on investments relative to what it could
earn individually.

The Fund has received permission from the SEC for each of its Portfolios to
invest, for cash management purposes, the greater of 5% of its total assets or
$2.5 million in the UAM Funds' DSI Money Market Portfolio (See "INVESTMENT
COMPANIES").

REPURCHASE AGREEMENTS

Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through stringent se-
curity selection criteria and careful monitoring procedures. The Fund has re-
ceived permission from the SEC to pool daily uninvested cash balances of the
Fund's Portfolios in order to invest in repurchase agreements on a joint ba-
sis. By entering into joint repurchase agreements, a Portfolio may incur lower
transaction costs and earn higher rates of interest on joint repurchase agree-
ments. Each Portfolio's contribution would determine its return from a joint
repurchase agreement. (See "SHORT TERM INVESTMENTS.")

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AMERICAN DEPOSITARY RECEIPTS

ADRs are depositary receipts typically used by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign corpora-
tion. Generally, ADR's in registered form are designed for use in the U.S. se-
curities market and ADRs in bearer form are designed for use in securities
markets outside the United States. ADRs may not necessarily be denominated in
the same currency as the underlying securities into which they may be convert-
ed. ADRs may be issued pursuant to sponsored or unsponsored programs. In spon-
sored programs, an issuer has made arrangements to have its securities traded
in the form of depositary receipts. In unsponsored programs, the issuer may
not be directly involved in the creation of the program. Although regulatory
requirements with respect to sponsored and unsponsored programs are generally
similar, in some cases it may be easier to obtain financial information from
an issuer that has participated in the creation of a sponsored program. Ac-
cordingly, there may be less information available regarding issuers of secu-
rities underlying unsponsored programs and there may not be a correlation be-
tween such information and the market value of the depositary receipts. ADRs
also involve the risks of other investments in foreign securities, as dis-
cussed in the Prospectus. For purposes of the Equity Portfolio's investment
policies, the Portfolio's investments in depositary receipts will be deemed to
be investments in the underlying securities.

LENDING OF SECURITIES

Each Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. A Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to gain or loss depending on any increase or decrease in the market price
of the securities loaned. Lending of securities is subject to review by the
Fund's Board of Directors. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions about securities lending.

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<PAGE>

livery" refers to securities whose terms and indenture are available, and for
which a market exists, but which are not available for immediate delivery.
When-issued and forward delivery transactions may be expected to occur a month
or more before delivery is due. Delayed settlement is a term used to describe
settlement of a securities transaction in the secondary market which will oc-
cur sometime in the future. No payment or delivery is made by a Portfolio un-
til it receives payment or delivery from the other party to any of the above
transactions. It is possible that the market price of the securities at the
time of delivery may be higher or lower than the purchase price. Each Portfo-
lio will maintain a separate account of cash or liquid securities at least
equal to the value of purchase commitments until payment is made. Typically,
no income accrues on securities purchased on a delayed delivery basis prior to
the time delivery is made although the Portfolio may earn income on securities
it has deposited in a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices--not to
increase its investment leverage.

PORTFOLIO TURNOVER

In addition to Portfolio trading costs, higher rates (100% or more) of port-
folio turnover may result in the realization of capital gains. (See "'DIVI-
DENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.)
The Portfolios will not normally engage in short-term trading, but each re-
serves the right to do so. The tables set forth in "Financial Highlights"
present the Portfolios' historical turnover rates.

The Fund has received permission from the SEC to allow each of its Portfo-
lios to invest, for cash management purposes, the greater of 5% of its total
assets or $2.5 million in the Fund's DSI Money Market Portfolio provided that
the investment is consistent with the Portfolio's investment policies and re-
strictions. Based upon a Portfolio's assets invested in the DSI Money Market
Portfolio, the investing Portfolio's adviser will waive its investment advi-
sory fee and any other fees earned as a result of the Portfolio's investment
in the DSI Money Market Portfolio. The

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<PAGE>

investing Portfolio will bear expenses of the DSI Money Market Portfolio on
the same basis as all of its other shareholders.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested and to reduce transaction costs, the Bal-
anced Portfolio may invest in stock and bond futures, interest rate futures
contracts and options; and the Equity and the Small Cap Value Portfolios may
invest in stock futures and options. Because transaction costs associated with
futures and options may be lower than the costs of investing in stocks and
bonds directly, the use of index futures and options to facilitate cash flows
may reduce a Portfolio's overall transaction costs. Each Portfolio may enter
into futures contracts provided that not more than 5% of the Portfolio's as-
sets are required as a margin deposit to secure obligations under such con-
tracts. A Portfolio will engage in futures and options transactions for hedg-
ing purposes only and not for speculative purposes.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market.

RESTRICTED SECURITIES
Each Portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's Board of Directors, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. A Portfolio will invest no more than 10%
of its net assets in illiquid securities. The prices realized from the sales
of these securities could be less than those originally paid by the Portfolio
or less than what would be considered 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 Directors may
change such policies without an affirmative vote of a majority of the out-
standing voting securities of a Portfolio, as defined in the Investment Com-
pany Act of 1940 ("1940 Act").

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<PAGE>

INVESTMENT LIMITATIONS

A Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the government of the U.S. or any agency or instrumentality
thereof);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;

(f) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 10% of the
Portfolio's gross assets valued at the lower of market or cost (33
1/3% for the Small Cap Value Portfolio), and a Portfolio may not pur-
chase additional securities when borrowings exceed 5% of total gross
assets; or

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value (33 1/3% for the
Small Cap Value Portfolio).

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of each Portfolio of the Fund. If a percentage
limitation on investment or utilization of assets as set forth above is ad-
hered to at the time an investment is made, a later change in percentage re-
sulting from changes in the value or total cost of the Portfolio's assets will
not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") without a sales commission, at the net asset value per
share next

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<PAGE>

determined after an order is received by the Fund and payment is received by
the Fund or the designated Service Agent. (See "VALUATION OF SHARES.") The
minimum initial investment required is $2,500. The minimum initial investment
for IRA accounts is $500. The minimum initial investment for spousal IRA ac-
counts is $250. Certain exceptions may be permitted by the officers of the
Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

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<PAGE>

INITIAL INVESTMENTS

BY MAIL
. Complete and sign an Application and mail it together with a check made
payable to UAM Funds to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Payment for purchases of shares received by mail will be credited to an ac-
count at the next share price calculated for the Portfolio after receipt. Pay-
ment does not need to be converted into Federal Funds (monies credited to the
Fund's Custodian Bank by a Federal Reserve Bank) before the Fund will accept
it for investment. The Fund will not accept third-party checks to purchase
shares of a Portfolio. If you purchase shares by check, please be sure that
your check is made payable to the "UAM Funds."

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. The call must be received prior to the close of regu-
lar trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive
that day's price. An account number and wire control number will then be
provided to you in addition to wiring instructions. 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 Registration)
--------------------
(Your Account Number)
--------------------
(Wire Control Number)
--------------------

(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank

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<PAGE>

sending funds may charge for this service. The Fund's agent reserves the
right to charge investors for receipt of wired funds, but no charge is
currently imposed by this service. It is necessary to obtain a new wire
control number every time money is wired into an account in a Portfolio.
Wire control numbers are effective for one transaction only and cannot
be used more than once. Wired money that is not properly identified with
a currently effective wire control number will be returned to the bank
from which it was wired and will not be credited to the shareholder's
account.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a check
made payable to "UAM Funds" to the above address or by wiring money to the Cus-
todian Bank using the instructions outlined above. When making additional in-
vestments, be sure that the account number, account name and the Portfolio to
be purchased are identified on the check or wire. Prior to wiring additional
investments, notify the UAM Funds Service Center by calling the number on the
cover of this Prospectus. Mail orders should include, when possible, the "In-
vest by Mail" stub which accompanies any Fund confirmation statement.

PURCHASE BY ACH

If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should complete
the appropriate sections of the Account Application and attach a voided check
or deposit slip to the Account Application. This option must be established on
your account at least 15 days prior to your initiating an ACH transaction. (See
"SHAREHOLDER SERVICES--AUTOMATIC INVESTMENT PLAN.")

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally 4
p.m. Eastern Time) 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 manage-
ment, such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not de-
signed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Portfolios' performance and their shareholders. Accordingly, if the Fund's man-
agement determines that an investor is engaged in excessive trading, the Fund,
with or without prior notice, may reject in whole or part any purchase request,
with respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the

19
<PAGE>

Fund. Purchases of a Portfolio's shares will be made in full and fractional
shares of the Portfolio calculated to three decimal places. Certificates for
fractional shares will not be issued. Certificates for whole shares will not
be issued except at the written request of the shareholder.

IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the time
of the next determination of net asset value after acceptance. Shares issued
by a Portfolio in exchange for securities will be issued at net asset value
determined as of the same time. All dividends, interest, subscription, or
other rights pertaining to such securities shall become the property of the
Portfolio and must be delivered to the Fund by the investor upon receipt from
the issuer. Securities acquired through an in-kind purchase will be acquired
for investment and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);

. the investor represents and agrees that all securities offered to be ex-
changed are liquid securities and not subject to any restrictions upon
their sale by the Portfolio under the Securities Act of 1933, or other-
wise; and

. the value of any such securities (except U.S. Government securities) be-
ing exchanged together with other securities of the same issuer owned by
the Portfolio will not exceed 5% of the net assets of the Portfolio im-
mediately after the transaction.

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any re-
demption may be more or less than the purchase price of your shares depending
on the market value of the investment securities held by the Portfolio.

20
<PAGE>

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:
. share certificates, if issued;

. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion; and

. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); and

. redemption of certificated shares by telephone.

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<PAGE>

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other than
the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when both the NYSE and Custodian Bank are closed, or
under any emergency circumstances determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by a Portfolio in lieu of cash
in conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of portfolio securities received in payment of redemp-
tions.

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<PAGE>

Reductions in value that result solely from market activity will not trigger
an involuntary redemption.

SHAREHOLDER SERVICES

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading of the NYSE (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading on the NYSE will be processed on the next
business day. The Fund may modify or terminate the exchange program at any
time upon 60 days' written notice to shareholders, and may reject any exchange
request. If the Fund's management determines that an investor is engaged in
excessive trading, the Fund, with or without prior notice, may reject in whole
or part any exchange request, with respect to such investor's account. Such
investors also may be barred from exchanging into other Portfolios of the
Fund. 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.

AUTOMATIC INVESTMENT PLAN

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<PAGE>

or financial institution so permits, or by pre-authorized checks or drafts
drawn on the shareholder's bank or other account. The bank or financial insti-
tution must be a member of ACH. At the shareholder's option, the account des-
ignated will be debited in the specified amount, and shares will be purchased
monthly or quarterly.

SYSTEMATIC WITHDRAWAL PLAN

either monthly or quarterly. A shareholder may participate in the Systematic
Withdrawal Plan by using ACH. Redemptions made through ACH will be automati-
cally transferred to the shareholder's bank or other similar financial insti-
tution account or a properly designated third party. The bank or financial in-
stitution must be a member of ACH. Redemptions ordinarily are made on the
third business day of the month and payments ordinarily will be transmitted
within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

Equity securities listed on a securities exchange for which market quota-
tions are readily available are valued at the last quoted sale price of the
day. Price

24
<PAGE>

information on listed securities is taken from the exchange where the security
is primarily traded. Unlisted equity securities and listed securities not
traded on the valuation date for which market quotations are readily available
are valued neither exceeding the current asked prices nor less than the cur-
rent bid prices. Quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major
bank or by a broker.

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost when the Board of Directors determines that amortized cost
reflects fair value.

PERFORMANCE CALCULATIONS

25
<PAGE>

except that service and distribution fees relating to Service Class Shares
will be borne exclusively by that class.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income (for tax purposes) to shareholders in quarterly dividends. If any
net capital gains are realized, each Portfolio will normally distribute them
annually. All dividends and capital gains distributions will be automatically
reinvested in additional shares of each Portfolio unless the Fund is notified
in writing that the shareholder elects to receive the distributions in cash.

FEDERAL TAXES

26
<PAGE>

INVESTMENT ADVISER

Sterling Capital Management Company is a North Carolina corporation formed
in 1970 and located at One First Union Center, 301 S. College Street, Suite
3200, Charlotte, NC 28202. The Adviser is a wholly-owned subsidiary of United
Asset Management Corporation ("UAM"), a holding company, and provides invest-
ment management services to corporations, pension and profit-sharing plans,
trusts, estates and other institutions and individuals. The Adviser currently
has over $2.5 billion in assets under management.

Since 1982, the Adviser has been involved with the distribution of the North
Carolina Capital Management Trust, which consists of two portfolios, a bond
fund and a money market mutual fund, offered exclusively to public units in
the state, the first such fund to be registered with the SEC. As of December
9, 1997, the asset value of this fund was approximately $2.4 billion.

An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments.

Under Investment Advisory Agreements with the Fund, dated as of March 8,
1991, November 25, 1991 and January 2, 1997, the Adviser manages the invest-
ment and reinvestment of the assets of the Portfolios. The Adviser must adhere
to the stated investment objectives and policies of the Portfolios, and is
subject to the control and supervision of the Fund's Board of Directors.

As compensation for its services as an Adviser, each Portfolio pays the Ad-
viser an annual fee in monthly installments, calculated by applying the fol-
lowing annual percentage rate to each Portfolio's average daily net assets for
the month:

<TABLE>
<S> <C>
Balanced Portfolio..................................................... 0.75%
Equity Portfolio....................................................... 0.75%
Small Cap Value Portfolio.............................................. 1.00%
</TABLE>

27
<PAGE>

The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios' Institutional Class Shares from exceeding the following percentage
of each Portfolio's average daily net assets:

<TABLE>
<S> <C>
Balanced Portfolio..................................................... 1.11%
Equity Portfolio....................................................... 0.99%
Small Cap Value Portfolio.............................................. 1.25%
</TABLE>

The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfo-
lio for a given fiscal year.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of a Port-
folio. Payments made for any of these purposes may be made from the paying
entity's revenues, its profits or any other source available to it. When such
service arrangements are in effect, they are made generally available to all
qualified service providers.

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney
Inc. under which Smith Barney provides certain defined contribution plan mar-
keting and other shareholder services and receives from such entities .15 of
1% of the daily net asset value of Institutional Class Shares held by Smith
Barney's eligible customer accounts in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by the Administrator.

The Adviser and the Distributor deal with one Service Agent,
Interstate/Johnson Lane, which provides marketing and shareholders services.
In the first year of investment, the Adviser pays the Service Agent amounts
which represent up to 50% of the advisory fee payable from Institutional Class
Shares assets held by eligible customer accounts (without regard to any ex-
pense limitation in effect at that time). The fee rate declines in the second,
third and fourth years.

ADVISER'S HISTORICAL PERFORMANCE

28
<PAGE>

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 Portfolio.

STERLING CAPITAL MANAGEMENT SMALL CAP ACCOUNT RETURNS
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
ADVISER RUSSELL 2000
YEAR TO DATE ------- ------------
<S> <C> <C>
(January 1996*--December 1996)......................... 40.19% 16.49%
Value of $1 invested during 1996....................... $1.402 $1.165
January 1, 1997--September 30, 1997.................... 43.03% 26.61%
Value of $1 invested during 1997....................... $1.430 $1.266
</TABLE>
- -----------

* Inception of Adviser's Small Cap style management of separately managed ac-
counts.

Notes:

1. The Russell 2000 Small Stock Index consists of the 2,000 smallest
stocks in the Russell 3000 Index. The Russell 3000 Index is composed
of equity issues of 3,000 large U.S. companies by market capitaliza-
tion representing approximately 98% of the U.S. equity market. The
smallest company has a market value of roughly $25 million. It is an
unmanaged index which assumes reinvestment of dividends and is gener-
ally considered representative of securities similar to those invested
in by the Adviser for purpose of the composite performance numbers set
forth above.

2. The Adviser's average annual management fee over the periods shown was
assumed at 1% or 100 basis points annually. Net returns to investors
vary depending on the management fee. The Small Cap Value Portfolio is
charged an advisory fee of 1.00%.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global
Funds Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by
a Mutual Funds Service Agreement dated April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

29
<PAGE>

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio..................................................... 0.06%
Equity Portfolio....................................................... 0.06%
Small Cap Value 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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent for the Fund, agrees to use its best efforts as sole
distributor of Fund shares. The Distributor does not receive any fee or other
compensation under the Agreement with respect to the Institutional Class
Shares offered in this Prospectus. The Agreement continues in effect as long
as it is approved at least annually by the Fund's Board of Directors. Those
approving the Agreement must include a majority of Directors who are neither
parties to the Agreement nor interested persons of any such party. The Agree-
ment provides that the Fund will bear costs of registration of its shares with
the SEC and various states as well as the printing of its prospectuses, its
SAI and its reports to shareholders.

PORTFOLIO TRANSACTIONS

30
<PAGE>

lios. If consistent with the interests of the Portfolios, the Adviser may se-
lect brokers on the basis of research, statistical and pricing services these
brokers provide to the Portfolios in addition to required Adviser services.
Such brokers may be paid a higher commission than that which another qualified
broker would have charged for effecting the same transaction, provided that
such commissions are paid in compliance with the Securities Exchange Act of
1934, as amended, and that the Adviser determines in good faith that the com-
mission is reasonable in terms either of the transaction or the overall re-
sponsibility 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
considered at or about the same time, transactions in such securities will be
allocated among the Portfolio and clients in a manner deemed fair and reason-
able by the Adviser. Although there is no specified formula for allocating
such transactions, allocations are subject to periodic review by the Fund's
Directors.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series or classes of shares of common stock and to classify or reclassify any
unissued shares without further action by shareholders.

At its discretion, the Board of Directors may create additional Portfolios
and classes of shares. The shares of each Portfolio are fully paid and nonas-
sessable, and have no preference as to conversion, exchange, dividends, re-
tirement or other features and no pre-emptive rights. They have noncumulative
voting rights, which means that holders of more than 50% of shares voting for
the election of Directors can elect 100% of the Directors. A shareholder is
entitled to one vote for each full share held (and a fractional vote for each
fractional share held), then standing in his name on the books of the Fund.

31
<PAGE>

Portfolios. Information about the Service Class Shares of the Portfolios is
available upon request by contacting the UAM Funds Service Center.

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP 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 number listed on the cover of this Prospectus.

32
<PAGE>

UAM FUNDS--INSTITUTIONAL CLASS SHARES

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio
Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partners' Small Cap Value Portfolio

TS&W Balanced Portfolio

TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

33
<PAGE>

UAM FUNDS SERVICE CENTER
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983

INVESTMENT ADVISER
Sterling Capital Management Company
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670

DISTRIBUTOR
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

Sterling Partners'
Portfolios

Institutional Service
Class Shares

P R O S P E C T U S

January 22, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Investment Objectives...................................................... 4
Investment Policies........................................................ 5
Other Investment Policies.................................................. 8
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 17
Service and Distribution Plans............................................. 19
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.................................................... 27
Distributor................................................................ 28
Portfolio Transactions..................................................... 28
General Information........................................................ 29
UAM Funds -- Service Class Shares.......................................... 31
</TABLE>
<PAGE>

UAM FUNDS STERLING PARTNERS' PORTFOLIOS

INSTITUTIONAL SERVICE CLASS SHARES

- -------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios"), each of which has different investment objectives and
policies. Certain Portfolios currently offer two separate classes of shares:
Institutional Class Shares and Institutional Service Class Shares ("Service
Class Shares"). Shares of each class represent equal, pro rata interests in a
Portfolio and accrue dividends in the same manner except that Service Class
Shares bear fees payable by the class (at the maximum rate of .25% per annum)
to financial institutions for services they provide to the owners of such
shares. (See "SERVICE AND DISTRIBUTION PLANS.") The securities offered in this
Prospectus are Service Class Shares of the three diversified Portfolios of the
Fund managed by Sterling Capital Management Company.

There can be no assurance that any of the Portfolios will meet its stated
objective.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at 1-800-638-7983.

FUND EXPENSES

The following table illustrates the expenses and fees a Service Class share-
holder of the Portfolios will incur. The Fund does not charge shareholder
transaction fees. However, transaction fees may be charged if a broker-dealer
or other financial intermediary deals with the Fund on your behalf (see "PUR-
CHASE OF SHARES.").

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
SMALL CAP
BALANCED EQUITY VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE SERVICE SERVICE
CLASS CLASS CLASS
SHARES SHARES SHARES
--------- --------- ---------
<S> <C> <C> <C>
Sales Load Imposed on Purchases.................. NONE NONE NONE
Sales Load Imposed on Reinvested Dividends....... NONE NONE NONE
Deferred Sales Load.............................. NONE NONE NONE
Redemption Fees.................................. NONE NONE NONE
Exchange Fee..................................... NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
SMALL CAP
BALANCED EQUITY VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
SERVICE SERVICE SERVICE
CLASS CLASS CLASS
SHARES SHARES SHARES
--------- --------- ---------
<S> <C> <C> <C>
Investment Advisory Fees (After Fee Waivers)... 0.75% 0.59% 0.15%
12b-1 Fees (Including Shareholder Servicing
Fees)*....................................... 0.25% 0.25% 0.25%
Other Expenses................................. 0.15% 0.17% 0.71%
Administrative Fees.......................... 0.17% 0.23% 0.39%
---- ---- ----
Total Operating Expenses (After Fee Waivers)... 1.32% 1.24%** 1.50%**
==== ==== ====
</TABLE>
- -----------

* See "Service and Distribution Plans." Long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales charges per-
mitted by rules of the National Association of Securities Dealers, Inc.

** Without the Adviser's fee waiver, Investment Advisory Fees would have been
0.75% for the Equity Portfolio's Service Class Shares and 1.00% for the
Small Cap Value Portfolio's Service Class Shares and annualized Total Op-
erating Expenses of the Equity and Small Cap Value Portfolios Service
Class Shares would be 1.40% and 2.35%, respectively.

1
<PAGE>

The Adviser has voluntarily agreed to waive a portion of its advisory fees
and to assume operating expenses otherwise payable by the Portfolios (if nec-
essary) in order to keep the expense ratios of (i) the Balanced Portfolio
Service Class Shares from exceeding 1.36% of its average daily net assets;
(ii) the Equity Portfolio Service Class Shares from exceeding 1.24% of its av-
erage daily net assets; and (iii) the Small Cap Value Portfolio Service Class
Shares from exceeding 1.50% of its average daily net assets. The Fund will not
reimburse the Adviser for any advisory fees that are waived or Portfolio ex-
penses that the Adviser may bear on behalf of a Portfolio for a given fiscal
year.

The table above shows various fees and expenses an investor in the Service
Class Shares of the Portfolios would bear directly or indirectly. The expenses
and fees listed are based on the operations of the Balanced, Equity and Small
Cap Value Portfolios' Institutional Class Shares during the fiscal year ended
October 31, 1997, except that such information has been restated to include
12b-1 fees.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Balanced Portfolio Service Class Shares....... $13 $42 $72 $159
Equity Portfolio Service Class Shares......... $13 $39 $68 $150
Small Cap Value Portfolio Service Class
Shares...................................... $15 $47 $82 $179
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN.

NOTE TO EXPENSE TABLE
The information set forth in the table and example above relates only to
Service Class Shares of the Portfolios. Service Class Shares are subject to
different total fees and expenses than Institutional Class Shares. Service
Agents may charge other fees to their customers who are beneficial owners of
Service Class Shares in connection with their customer accounts. (See "SERVICE
AND DISTRIBUTION PLANS.")

2
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $100,000. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. The
minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions to the initial or minimum investment amounts may be permitted by the of-
ficers of the Fund. (See "PURCHASE OF SHARES.")

REDEMPTIONS AND EXCHANGES

Shares of each Portfolio may be redeemed without cost at any time, at the
net asset value of the Portfolio next determined after receipt of the redemp-
tion request. The redemption price may be more or less than the purchase
price. Shares of each Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

INVESTMENT OBJECTIVES

4
<PAGE>

INVESTMENT POLICIES

With respect to the Balanced Portfolio, the Adviser reserves the right to
retain securities which are downgraded below "A" by Moody's Investors Service,
Inc. ("Moody's") or by Standard & Poor's Ratings Services ("S&P") in the case
of corporate debt securities and "A-1" by S&P or "Prime-1" by Moody's in the
case of commercial paper, if in the Adviser's judgment, considering market
conditions, the retention of such securities is warranted.

5
<PAGE>

STERLING PARTNERS' EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve
its objective by investing, under normal circumstances, at least 65% of its
total assets in common stocks. The Portfolio may also invest in other equity-
related securities such as preferred stocks, convertible preferred stocks,
convertible bonds, options, futures, rights, and warrants. However, at all
times, the Portfolio's primary interest will be direct ownership of common eq-
uity stocks. It is anticipated that cash reserves will represent a relatively
small percentage of the Portfolio's assets (generally less than 10%).

The Adviser's sell discipline is as important as its buy discipline. For ev-
ery stock it buys, it defines in writing the thesis for owning it. Each thesis
rests on the fundamental factors noted above. Any stock that underperforms its
sector is reviewed against a pre-written outline, and those which fail to dem-
onstrate fundamental progress in keeping with the original thesis are sold.

The universe of stocks the Adviser chooses from is focused on larger capi-
talization issues. While the Portfolio may invest in small capitalization com-
panies, the majority of stock will have a market capitalization in excess of
$1 billion at the time of purchase.

6
<PAGE>

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO. The Sterling Partners' Small
Cap Value Portfolio seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in equity securities of small
companies, which consist of market capitalizations of $1 billion or less. The
Portfolio may invest in both domestic and international common stocks, pre-
ferred stocks, convertible preferred stocks, convertible bonds, distressed
bonds with a high likelihood of future equity conversion, options, futures,
rights and warrants. It is anticipated that cash reserves will represent a
relatively small percentage of the Portfolio's assets (generally less than
10%).

The Portfolio will invest primarily in equity securities having a market
capitalization of $1 billion or less at the time of purchase.

7
<PAGE>

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio. Each
Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion, or the equivalent in
other currencies, (ii) in the case of U.S. banks, it is a member of the Fed-
eral Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an invest-
ment quality comparable with other debt securities which may be purchased by
each Portfolio.

The Fund has received permission from the Securities and Exchange Commission
(the "SEC") to deposit the daily uninvested cash balances of the Fund's Port-
folios, as well as cash for investment purposes, into one or more joint ac-
counts and to invest the daily balance of the joint accounts in the following
short-term investments: fully collateralized repurchase agreements, interest-
bearing or discounted commercial paper including dollar-denominated commercial
paper of foreign issuers, and any other short-term money market instruments
including variable rate demand notes and tax-exempt money instruments. By en-
tering into these investments on a joint basis, it is expected that a Portfo-
lio may earn a higher rate of return on investments relative to what it could
earn individually.

8
<PAGE>

The use of repurchase agreements involves certain risks. For example, a de-
fault by the seller of the agreement may cause a Portfolio to experience a
loss or delay in the liquidation of the collateral securing the repurchase
agreement. The Portfolio might also incur disposition costs in liquidating the
collateral. While the Fund's management acknowledges these risks, it is ex-
pected that they can be controlled through stringent security selection crite-
ria and careful monitoring procedures. The Fund has received permission from
the SEC to pool daily uninvested cash balances of the Fund's Portfolios in or-
der to invest in repurchase agreements on a joint basis. By entering into
joint repurchase agreements, a Portfolio may incur lower transaction costs and
earn higher rates of interest on joint repurchase agreements. Each Portfolio's
contribution would determine its return from a joint repurchase agreement.
(See "SHORT TERM INVESTMENTS.")

AMERICAN DEPOSITARY RECEIPTS
ADRs are depositary receipts typically used by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign corpora-
tion. Generally, ADRs in registered form are designed for use in the U.S. se-
curities market and ADRs in bearer form are designed for use in securities
markets outside the United States. ADRs may not necessarily be denominated in
the same currency as the underlying securities into which they may be convert-
ed. ADRs may be issued pursuant to sponsored or unsponsored programs. In spon-
sored programs, an issuer has made arrangements to have its securities traded
in the form of depositary receipts. In unsponsored programs, the issuer may
not be directly involved in the creation of the program. Although regulatory
requirements with respect to sponsored and unsponsored programs are generally
similar, in some cases it may be easier to obtain financial information from
an issuer that has participated in the creation of a sponsored program. Ac-
cordingly, there may be less information available regarding issuers of secu-
rities underlying unsponsored programs and there may not be a correlation be-
tween such information and the market value of the depositary receipts. ADRs
also involve the risks of other investments in foreign securities, as dis-
cussed in the Prospectus. For purposes of the Equity Portfolio's investment
policies, the Portfolio's investments in depositary receipts will be deemed to
be investments in the underlying securities.

LENDING OF SECURITIES

9
<PAGE>

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 Di-
rectors. All relevant facts and circumstances, including the creditworthiness
of the broker, dealer or institution, will be considered in making decisions
about securities lending.

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by a Portfolio until it receives
payment or delivery from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices--not to
increase its investment leverage.

PORTFOLIO TURNOVER

In addition to Portfolio trading costs, higher rates (100% or more) of port-
folio turnover may result in the realization of capital gains. (See "DIVI-
DENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for information on taxation.)
The Portfolios will not normally engage in short-term trading, but each re-
serves the right to do so. The tables set forth in "Financial Highlights"
present the Portfolios' historical 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 securities of other open-end or
closed-end invest-

10
<PAGE>

ment companies. No more than 5% of the investing Portfolio's total assets may
be invested in securities of any one investment company nor may it acquire
more than 3% of the voting securities of any investment 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.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested and to reduce transaction costs, the Bal-
anced Portfolio may invest in stock and bond futures, interest rate futures
contracts and options; and the Equity and the Small Cap Value Portfolios may
invest in stock futures and options. Because transaction costs associated with
futures and options may be lower than the costs of investing in stocks and
bonds directly, it is expected that the use of index futures and options to
facilitate cash flows may reduce a Portfolio's overall transaction costs. Each
Portfolio may enter into futures contracts provided that not more than 5% of
the Portfolio's assets are required as margin deposit to secure obligations
under such contracts. A Portfolio will engage in futures and options transac-
tions for hedging purposes only. Each Portfolio will maintain assets suffi-
cient to meet its obligations under such contracts in a segregated account
with the Fund's custodian bank.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid secondary
market. In the opinion of the Directors of the Fund, the risk that the Portfo-
lio will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions
traded on national exchanges and for which there appears to be a liquid sec-
ondary market.

11
<PAGE>

the Fund's Board of Directors, the Adviser determines the liquidity of such
investments by considering all relevant factors. Provided that a dealer or in-
stitutional trading market in such securities exists, these restricted securi-
ties are not treated as illiquid securities for purposes of a Portfolio's in-
vestment limitations. A Portfolio will invest no more than 10% of its net as-
sets in illiquid securities. The prices realized from the sales of these secu-
rities could be less than those originally paid by the Portfolio or less than
what would be considered fair value of such securities.

Except as specified above and as described under "INVESTMENT LIMITATIONS,"
the foregoing investment policies are not fundamental and the Directors may
change such policies without an affirmative vote of a majority of the out-
standing voting securities of a Portfolio, as defined in the Investment Com-
pany Act of 1940 ("1940 Act").

INVESTMENT LIMITATIONS

A Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the government of the U.S. or any agency or instrumentality
thereof);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the secu-
rities of companies that have (with predecessors) a continuous operat-
ing history of less than 3 years;

(f) (i) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 10%
of the Portfolio's gross assets valued at the lower of market or cost
(33 1/3% for the Small Cap Value Portfolio), and (ii) a Portfolio may
not purchase additional securities when borrowings exceed 5% of total
gross assets; or

12
<PAGE>

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value (33 1/3% for the
Small Cap Value Portfolio).

The investment limitations described here and in the SAI are fundamental
policies and may be changed only with the approval of the holders of a major-
ity of the outstanding shares of each Portfolio of the Fund. If a percentage
limitation on investment or utilization of assets as set forth above is ad-
hered to at the time an investment is made, a later change in percentage re-
sulting from changes in the value or total cost of the Portfolio's assets will
not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor") without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or a designated Service Agent (see "SERVICE AND DISTRIBU-
TION PLANS" and "VALUATION OF SHARES"). The minimum initial investment re-
quired is $100,000. Certain exceptions may be made by the officers of the
Fund. The minimum for subsequent investments is $100. The minimum initial in-
vestment for IRA accounts is $500. The minimum initial investment for a
spousal IRA is $250. Certain exceptions may be permitted by the officers of
the Fund.

The Portfolios issue two classes of shares: Institutional Class and Service
Class. The two classes of shares each represent interests in the same portfo-
lio of investments, have the same rights and are identical in all respects,
except that the Service Class Shares offered by this Prospectus bear share-
holder servicing expenses, may in the future bear distribution plan expenses,
and have exclusive voting rights with respect to the Rule 12b-1 Distribution
Plan pursuant to which the distribution fee may be paid. The two classes have
different exchange privileges. (See "EXCHANGE PRIVILEGE.") The net income at-
tributable to Service Class Shares and the dividends payable on Service Class
Shares will be reduced by the amount of the shareholder servicing and distri-
bution fees; accordingly, the net asset value of the Service Class Shares will
be reduced by such amount to the extent the Portfolio has undistributed net
income.

Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") that have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions or other accounts
fees on the purchase and redemption of Portfolio shares by their customers.
Each Service Agent is responsible for transmitting to its customers a schedule
of any such fees and information regarding any additional or different condi-
tions regarding purchases and redemptions. Shareholders who are customers of
Service Agents should consult their Service Agent for information regarding
these fees and conditions. Amounts paid to Service

13
<PAGE>

Agents may include transaction fees and/or service fees paid by the Fund from
the Fund assets attributable to the Service Agent, and would not be imposed if
shares of the Portfolio were purchased directly from the Fund or Distributor.
The Service Agents may provide services to their customers that are not avail-
able to a shareholder dealing with the Fund. A salesperson and any other per-
son entitled to receive compensation for selling or servicing Portfolio shares
may receive different compensation with respect to one particular class of
shares over another in the Fund.

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription and redemption requests, investment information, documentation and
money.

INITIAL INVESTMENTS

BY MAIL

. Complete and sign an Application and mail it together with a check made
payable to "UAM Funds" to:

UAM Funds, Inc.
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined af-
ter receipt. Payment does not need to be converted into Federal Funds (monies
credited to the Fund's Custodian Bank by a Federal Reserve Bank) before the
Fund will accept it for investment. The Fund will not accept third-party
checks to purchase shares of the Portfolio. If you purchase shares by check,
please be sure that your check is made payable to the "UAM Funds."

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

14
<PAGE>

the funds. The call must be received prior to the close of regular trad-
ing on the NYSE (generally 4:00 p.m. Eastern Time) to receive that day's
price. An account number and wire control number will then be provided
to you in addition to wiring instructions. Next,

. instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #021000021
UAM Funds
Credit DDA. #9102772952
Ref: Portfolio Name
-------------------

(Your Account Registration)
-------------------

(Your Account Number)
-------------------

(Wire Control Number)
-------------------

(assigned by the UAM Funds Service Center)

. To be sure that a bank wire order is received on the same day it is
sent, an investor's bank should wire funds as early in the day as possi-
ble. The bank sending funds may charge for this service. The Fund's
agent reserves the right to charge investors for receipt of wired funds,
but no charge is currently imposed by this service. It is necessary to
obtain a new wire control number every time money is wired into an ac-
count in a Portfolio. Wire control numbers are effective for one trans-
action only and cannot be used more than once. Wired money that is not
properly identified with a currently effective wire control number will
be returned to the bank from which it was wired and will not be credited
to the shareholder's account.

ADDITIONAL INVESTMENTS

PURCHASE BY ACH

If you have made this election, shares of the Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should com -

15
<PAGE>

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to the Portfolios'
performance and their shareholders. Accordingly, if the Fund's management de-
termines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund. Purchases of a Portfolio's shares
will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.

IN-KIND PURCHASES
If accepted by the Fund, shares of each Portfolio may be purchased in ex-
change for securities which are eligible for acquisition by the Portfolio, as
described in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as set forth under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued by a Portfolio in exchange for securities will be issued at the relevant
net asset value determined as of the same time. All dividends, interest, sub-
scription, or other rights pertaining to such securities shall become the
property of the Portfolio and must be delivered to the Fund by the investor
upon receipt from the issuer. Securities acquired through an in-kind purchase
will be acquired for investment and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of exchange, such securities are eligible to be included in
the Portfolio (current market quotations must be readily available for
such securities);

16
<PAGE>

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone, at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any re-
demption may be more or less than the purchase price of your shares depending
on the market value of the investment securities held by the Portfolio.

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:

. share certificates, if issued;

. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion; and

. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); and

17
<PAGE>

. redemption of certificated shares by telephone.

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);

. redemptions where the proceeds are to be sent to someplace other than
the registered address; or

. share transfer requests.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the UAM Funds Service Center of a redemption request in
proper form. Although the Fund will redeem shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a pe-
riod of up to fifteen days after their purchase, pending determination that
the check has cleared. Investors should consider purchasing shares using a
certified or bank check or money order if they anticipate an immediate need
for redemption proceeds. The Fund may suspend the right of redemption or post-
pone the date at times when either both the NYSE or the Custodian Bank are
closed, or under any emergency circumstances as determined by the SEC.

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment
wholly or

18
<PAGE>

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 incur bro-
kerage charges on the sale of portfolio securities received in payment of re-
demptions.

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, the Fund may enter into
service agreements with Service Agents (broker-dealers or other financial in-
stitutions) 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 personal services and/or share-
holder account maintenance. These fees are paid out of the assets allocable to
Service Class Shares to the Distributor, to the Service Agent directly or
through the Distributor. The Fund reimburses the Distributor or the Service
Agent, for payments made at an annual rate of up to .25 of 1% of the average
daily value of such Service Class Shares. Each item for which a payment may be
made under the Service Plan constitutes personal service and/or shareholder
account maintenance and may constitute an expense of distributing Fund Service
Class Shares as the SEC construes such term under Rule 12b-1. The fees payable
for Servicing reflect actual expenses incurred up to the limit described here-
in.

Banks are engaged to act as Service Agent only to perform administrative and
shareholder servicing functions, including transaction-related agency services
for their customers. If a bank is prohibited from acting as a Service Agent,
alternative means for continuing the servicing of its shareholders would be
sought and the shareholder clients of that bank will remain Fund shareholders.

19
<PAGE>

The Service Class Shares offered by this Prospectus currently are not making
any payments under the Distribution Plan. Upon implementation, the Distribu-
tion Plan would permit payments to the Distributor, broker-dealers, other fi-
nancial institutions, sales representatives or other third parties who render
promotional and distribution services, for items such as sales compensation
and marketing and overhead expenses.

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. Although
the Plans may be amended by the Board of Directors, any change in the Plans
which would materially increase the amounts authorized to be paid under the
Plans must be approved by shareholders of the class involved. The Plans may be
terminated by the Board of Directors or Service Class shareholders. The
amounts and purposes of expenditures under the Plans are reported to the Board
of Directors quarterly. The amounts allowable under the Plans for the Service
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, the parent company of the Administrator and of
the Adviser, the Adviser, or any of their affiliates, may, at its own expense,
compensate a Service Agent or other person for marketing, shareholder servic-
ing, recordkeeping and/or other services performed with respect to the Fund, a
Portfolio or any Class of Shares of a Portfolio. The person making such pay-
ments may do so out of its revenues, its profits or any other source available
to it. Such services arrangements, when in effect, are made generally avail-
able to all qualified service providers. The Adviser may compensate its affil-
iated companies for referring investors to the Portfolios.

The Distributor, the Adviser and certain of their other affiliates also par-
ticipate, at the date of this Prospectus, in an arrangement with Smith Barney,
Inc. under which Smith Barney provides certain defined contribution plan mar-
keting and shareholder services and receives from such entities an amount
equal to up to 33.3% of the portion of the investment advisory fees attribut-
able to the invested assets of Smith Barney's eligible customer accounts with-
out regard to any expense limitation in addition to amounts payable to all
selling dealers. The Fund also compensates Smith Barney for services it pro-
vides to certain defined contribution plan shareholders that are not otherwise
provided by the Administrator.

The Adviser and the Distributor deal with Interstate/Johnson Lane, a Service
Agent that provides marketing and shareholder services. The Adviser makes pay-
ments to Interstate/Johnson Lane equal (in the first year after an investment)
to amounts which represent up to 50% of the advisory fee payable (without re-
gard to any expense limitation in effect at that time) for Fund assets held by
eligible customer accounts. The fee rate declines in the second, third, and
fourth years.

20
<PAGE>

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Service Class Shares of each Portfolio may be exchanged for Service Class
Shares of any other UAM Funds Portfolio. (See the list of Portfolios of the
UAM Funds at the end of this Prospectus.) Exchange requests should be made by
contacting the UAM Funds Service Center.

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 the
close of regular trading on the NYSE (generally 4:00 Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading on the NYSE will be processed on the next busi-
ness day. The Fund may modify or terminate the exchange program at any time
upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management determines that an investor is engaged in ex-
cessive trading, the Fund, with or without prior notice, may reject in whole
or part any exchange request, with respect to such investor's account. Such
investors also may be barred from exchanging into other Portfolios of the
Fund. 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.

AUTOMATIC INVESTMENT PLAN

21
<PAGE>

member of ACH. At the shareholder's option, the account designated will be
debited in the specified amount, and shares will be purchased monthly or quar-
terly.

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions under a Systematic Withdrawal
Plan should be made. A Systematic Withdrawal Plan may be terminated or sus-
pended at any time by the Fund. A shareholder may elect at any time, in writ-
ing, to terminate participation in the Systematic Withdrawal Plan. Such writ-
ten election must be sent to and received by the Fund before a termination be-
comes effective. There is currently no charge to the shareholder for a System-
atic Withdrawal Plan.

VALUATION OF SHARES

22
<PAGE>

primarily traded. Unlisted equity securities 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 securities in a foreign currency are con-
verted to U.S. dollar equivalents. The converted value is based upon the bid
price of the foreign currency against U.S. dollars quoted by any major bank or
by a broker.

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods determined by the Board of Directors.

PERFORMANCE CALCULATIONS

Performance will be calculated separately for Institutional Class and Serv-
ice Class Shares. Income dividends paid by a Portfolio with respect to Insti-
tutional Class and Service Class Shares, to the extent any dividends are paid,
will be calculated in the same manner at the same time on the same day and
will be in the same amount, except that service and distribution fees relating
to Service Class Shares will be borne exclusively by that class.

23
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

FEDERAL TAXES

Dividends declared in October, November and December to shareholders of rec-
ord in such a month, and paid in January of the following year will be treated
as if they had been paid by the Fund and received by the shareholders on De-
cember 31.

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

24
<PAGE>

INVESTMENT ADVISER

Sterling Capital Management Company is a North Carolina corporation formed
in 1970 and located at One First Union Center, 301 S. College Street, Suite
3200, Charlotte, NC 28202. The Adviser is a wholly owned subsidiary of United
Asset Management Corporation ("UAM"), a holding company, and provides invest-
ment management services to corporations, pension and profit-sharing plans,
trusts, estates and other institutions and individuals. The Adviser currently
has over $2.5 billion in assets under management.

Since 1982, the Adviser has been involved with the distribution of the North
Carolina Capital Management Trust, which includes two portfolios, a bond fund
and a money market mutual fund, offered exclusively to public units in the
state, the first such fund to be registered with the SEC. As of December 9,
1997, the asset value of this fund was approximately $2.4 billion.

An investment policy committee is responsible for the day-to-day management
of each Portfolio's investments.

As compensation for its services as an Adviser, each Portfolio pays the Ad-
viser an annual fee, in monthly installments, calculated by applying the fol-
lowing annual percentage rate to each Portfolio's average daily net assets for
the month:

25
<PAGE>

The Adviser has voluntarily agreed to maintain operating expenses of the
Portfolios from exceeding the percentage of each Portfolio's average daily as-
serts listed below:

<TABLE>
<S> <C>
Balanced Portfolio..................................................... 1.36%
Equity Portfolio....................................................... 1.24%
Small Cap Value Portfolio.............................................. 1.50%
</TABLE>

The Fund will not reimburse the Adviser for any advisory fees that are
waived or Portfolio expenses that the Adviser may bear on behalf of a Portfo-
lio for a given fiscal year.

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser per-
taining to a composite of separately managed accounts of the Adviser that are
managed with substantially similar (although not necessarily identical) objec-
tives, policies and strategies as those of the Small Cap Value Portfolio. The
performance data for the composite is net of all fees and expenses. The in-
vestment returns of the Portfolio may differ from those of the composite be-
cause such separately managed accounts may have fees and expenses that differ
from those of the Portfolio. Further, the separately managed accounts are not
subject to investment limitations, diversification requirements, and other re-
strictions imposed by the 1940 Act and Internal Revenue Code; such conditions,
if applicable, may have lowered the returns for the separately managed ac-
counts. The results presented are not intended to predict or suggest the re-
turn to be experienced by the Portfolio or the return an investor might
achieve by investing in the Portfolio.

STERLING CAPITAL MANAGEMENT SMALL CAP ACCOUNT RETURNS
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

<TABLE>
<CAPTION>
YEAR TO DATE ADVISER RUSSELL 2000
------------ ------- ------------
<S> <C> <C>
(January 1996*--December 1996)......................... 40.19% 16.49%
Value of $1 invested during 1996....................... $1.402 $1.165
January 1, 1997--September 30, 1997.................... 43.03% 26.61%
Value of $1 invested during 1997....................... $1.430 $1.266
</TABLE>
- -----------

* Inception of Adviser's Small Cap style management of separately managed ac-
counts.

26
<PAGE>

Notes:

1. The Russell 2000 Small Stock Index consists of the 2,000 smallest stocks
in the Russell 3000 Index. The Russell 3000 Index is composed of equity
issues of 3,000 large U.S. companies by market capitalization representing
approximately 98% of the U.S. equity market. The smallest company has a
market value of roughly $25 million. It is an unmanaged index which as-
sumes reinvestment of dividends and is generally considered representative
of securities similar to those invested in by the Adviser for purpose of
the composite performance numbers set forth above.

2. The Adviser's average annual management fee over the periods shown was as-
sumed at 1% or 100 basis points. Net returns to investors vary depending
on the management fee. The Small Cap Value Portfolio is charged an advi-
sory fee of 1.00%.

ADMINISTRATIVE SERVICES

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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

27
<PAGE>

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA 02110, distributes
shares for the Fund. Under the Fund's Distribution Agreement (the "Agree-
ment"), the Distributor, as agent of the Fund, agrees to use its best efforts
as sole distributor of Fund shares. The Distributor does not receive any fee
or other compensation under the Agreement (except as described under "SERVICE
AND DISTRIBUTION PLANS" above). The Agreement continues in effect as long as
it is approved at least annually by the Fund's Board of Directors. Those ap-
proving the Agreement must include a majority of Directors who are neither
parties to the Agreement nor interested persons of any such party. The Agree-
ment provides that the Fund will bear costs of registration of its shares with
the SEC and various states as well as the printing of its prospectuses, its
SAIs and its reports to stockholders.

PORTFOLIO TRANSACTIONS

28
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
was changed to "UAM Funds, Inc." The Fund's Articles of Incorporation, as
amended, permit the Directors to issue three billion shares of common stock,
with an $.001 par value. The Directors have the power to designate one or more
series of shares of common stock and to classify or reclassify any unissued
shares without further action by shareholders. At its discretion, the Board of
Directors of the Fund may create additional Portfolios and Classes of shares.

The shares of each Portfolio and Class are fully paid and nonassessable,
have no preference as to conversion, exchange, dividends, retirement or other
features and no pre-emptive rights. They have non-cumulative voting rights,
which means that the holders of more than 50% of shares voting for the elec-
tion of Directors can elect 100% of the Directors. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each frac-
tional share held), then standing in his or her name on the books of the Fund.

Both Institutional Class and Service Class Shares represent interests in the
same assets of a Portfolio. Service Class Shares bear certain expenses related
to shareholder servicing and may bear expenses related to distribution of such
shares. Service Class shares have exclusive voting rights for matters relating
to such distribution expenditures. The Board of Directors of the Fund has au-
thorized a third class of shares, Advisor Class Shares, which is not currently
being offered by these Portfolios. Information about the Institutional Class
Shares of the Portfolios is available upon request by contacting the UAM Funds
Service Center.

CUSTODIAN
The Chase Manhattan Bank serves as Custodian of the Fund's assets.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP serves as the independent accountants for the Fund.

REPORTS
Shareholders receive unaudited semiannual financial statements and annual
financial statements audited by Price Waterhouse LLP.

29
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATION NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

30
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

BHM&S Total Return Bond Portfolio

FMA Small Company Portfolio
FPA Crescent Portfolio
MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio

Sirach Bond Portfolio

Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio

Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio

Sterling Partner's Small Cap Value Portfolio
TJ Core Equity Portfolio

31
<PAGE>

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983

Investment Adviser
Sterling Capital Management Company
One First Union Center
301 S. College Street, Suite 3200
Charlotte, NC 28202
(704) 372-8670

Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

PROSPECTUS

January 22, 1998
<PAGE>

UAM Funds

The TS&W Portfolios

Institutional
Class Shares

January 22, 1998
P R O S P E C T U S
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses.............................................................. 1
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Financial Highlights....................................................... 5
Investment Objectives...................................................... 8
Investment Policies........................................................ 9
Other Investment Policies.................................................. 13
Investment Limitations..................................................... 19
Purchase of Shares......................................................... 20
Redemption of Shares....................................................... 24
Shareholder Services....................................................... 26
Valuation of Shares........................................................ 28
Performance Calculations................................................... 28
Dividends, Capital Gains Distributions and Taxes........................... 29
Investment Adviser......................................................... 30
Administrative Services.................................................... 33
Distributor................................................................ 34
Portfolio Transactions..................................................... 34
General Information........................................................ 35
UAM Funds -- Institutional Class Shares.................................... 37
</TABLE>
<PAGE>

UAM FUNDS THE TS&W PORTFOLIOS

INSTITUTIONAL CLASS SHARES

- -------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 22, 1998

UAM Funds, Inc. (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series (known as
"Portfolios"), each of which has different investment objectives and invest-
ment policies. The TS&W Portfolios currently offer only one class of shares.
The securities offered in this Prospectus are Institutional Class Shares of
four diversified, no-load Portfolios of the Fund managed by Thompson, Siegel &
Walmsley, Inc.

TS&W BALANCED PORTFOLIO. The objective of the TS&W Balanced Portfolio is to
provide maximum long-term total return consistent with reasonable risk to
principal, by investing in a diversified portfolio of common stocks of estab-
lished companies and investment grade fixed income securities.

TS&W EQUITY PORTFOLIO. The objective of the TS&W Equity Portfolio is to pro-
vide maximum long-term total return consistent with reasonable risk to princi-
pal, by investing in a diversified portfolio of common stocks of relatively
large companies.

TS&W INTERNATIONAL EQUITY PORTFOLIO. The objective of the TS&W International
Equity Portfolio is to provide maximum long-term total return consistent with
reasonable risk to principal, by investing in a diversified portfolio of com-
mon stocks of primarily non-United States issuers on a world-wide basis.

TS&W FIXED INCOME PORTFOLIO. The objective of the TS&W Fixed Income Portfo-
lio is to provide maximum long-term total return consistent with reasonable
risk to principal, by investing primarily in investment grade fixed income se-
curities of varying maturities.

There can be no assurance that the Portfolios will achieve their stated ob-
jectives.

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" ("SAI")
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated January 22, 1998 and has been
incorporated by reference into this Prospectus. For a free copy of the SAI
contact the UAM Funds Service Center at 1-800-638-7983.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-SENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>

FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolios will incur. The Fund does not charge shareholder transaction ex-
penses. However, transaction fees may be charged if a broker-dealer or other
financial intermediary deals with the Fund on your behalf. (See "PURCHASE OF
SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
INT'L FIXED
BALANCED EQUITY EQUITY INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales Load Imposed on
Purchases........................ NONE NONE NONE NONE
Sales Load Imposed on Reinvested
Dividends........................ NONE NONE NONE NONE
Deferred Sales Load................ NONE NONE NONE NONE
Redemption Fees.................... NONE NONE NONE NONE
Exchange Fee....................... NONE NONE NONE NONE
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
INT'L FIXED
BALANCED EQUITY EQUITY INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Investment Advisory Fees........... 0.65% 0.75% 1.00% 0.45%
12b-1 Fees......................... NONE NONE NONE NONE
Other Expenses..................... 0.29% 0.08% 0.14% 0.10%
Administrative Fees.............. 0.19% 0.16% 0.16% 0.17%
----- ----- ----- -----
Total Operating Expenses........... 1.13%* 0.99%* 1.30%* 0.72%*
===== ===== ===== =====
</TABLE>
- -----------

* The Total Operating Expenses include the effect of expense offsets. If ex-
pense offsets were excluded, Total Operating Expenses of the International
Equity Portfolio would be 1.37%. The Total Operating Expenses for the Equity
and Fixed Income Portfolios would not differ from the figures shown in the
table. The Balanced Portfolio has not yet begun operations.

The table above shows various expenses an investor in the Portfolios would
bear directly or indirectly. The expenses and fees listed above are based on
the Equity, International Equity and Fixed Income Portfolios' operations dur-
ing the fiscal year ended October 31, 1997. (See "ADMINISTRATIVE SERVICES"
herein and in the SAI.) The fees and expenses set forth above for the Balanced
Portfolio are estimated amounts for its first year of operations assuming av-
erage net assets of $25 million.

1
<PAGE>

EXAMPLE
The following example illustrates expenses a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. As noted in the ta-
ble above, the 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........................... $12 $36 * *
Equity Portfolio............................. $10 $32 $55 $121
International Equity Portfolio............... $13 $41 $71 $157
Fixed Income Portfolio....................... $ 7 $23 $40 $ 89
</TABLE>

- -----------
* As the Balanced Portfolio is not yet operational, 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

Thompson, Siegel & Walmsley, Inc. (the "Adviser"), an investment counseling
firm founded in 1969, serves as investment adviser to the Fund's TS&W Portfo-
lios. The Adviser presently manages $5.1 billion in assets for institutional
clients and high net worth individuals. (See "INVESTMENT ADVISER.")

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), to investors at net asset value without a sales commis-
sion. Share purchases may be made by sending investments directly to the Fund.
The minimum initial investment is $2,500. The minimum for subsequent invest-
ments is $100. The minimum initial investment for IRA accounts is $500. The
minimum initial investment for spousal IRA accounts is $250. Certain excep-
tions to the initial or minimum investment amounts may be permitted by the of-
ficers of the Fund. (See "PURCHASE OF SHARES.")

DIVIDENDS AND DISTRIBUTIONS
Each Portfolio will normally distribute substantially all of its net invest-
ment income in quarterly dividends, except the Fixed Income Portfolio, which
will do so monthly and the International Equity Portfolio, which will do so
annually. Each Portfolio will distribute any realized net capital gains annu-
ally. Distributions will be reinvested in Portfolio shares automatically un-
less an investor elects to receive cash distributions. (See "DIVIDENDS, CAPI-
TAL GAINS DISTRIBUTIONS AND TAXES.")

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. Shares of the Portfolio may be exchanged for shares of the same class
of any other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EX-
CHANGE PRIVILEGE.")

3
<PAGE>

RISK FACTORS

The value of the Portfolios' shares can be expected to fluctuate in response
to changes in market and economic conditions as well as the financial condi-
tions and prospects of the issuers in which the Portfolios invest. Prospective
investors should consider the following: (1) The fixed income securities held
by the Balanced, Fixed Income and International Equity Portfolios will be af-
fected by general changes in interest rates that may result in an increase or
decrease in the value of the Portfolios. The value of fixed income securities
held by the Portfolios can be expected to vary inversely with changes in in-
terest rates: as interest rates decline, the market value of fixed income se-
curities tends to increase and vice versa; (2) The International Equity Port-
folio may invest a portion of its assets in derivatives including futures con-
tracts, options on futures contracts and options (See "OTHER INVESTMENT POLI-
CIES"); (3) The Balanced and Fixed Income Portfolios may invest in securities
rated lower than Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by
Standard & Poor's Ratings Services ("S&P"). Such securities carry a high de-
gree of credit risk and are considered speculative by the major rating agen-
cies (See "INVESTMENT POLICIES -- BALANCED PORTFOLIO AND FIXED INCOME PORTFO-
LIO"); (4) Each Portfolio may invest in securities of foreign issuers, which
are subject to certain risks not typically associated with domestic issuers.
Since the International Equity Portfolio may invest in foreign issuers of de-
veloping countries, the Portfolio may be subject to additional risks associ-
ated with investments in developing countries (See "OTHER INVESTMENT POLI-
CIES"); (5) Although the International Equity Portfolio intends to emphasize
investments in larger, more seasoned or established companies, the Portfolio
may invest in companies with market capitalizations of $500 million or less.
Investments in such small capitalization companies are more vulnerable to fi-
nancial and other risks than larger capitalization companies and the securi-
ties of such small capitalization companies may involve a higher degree of
risk and price volatility than investments in the general equity markets; (6)
In general, the Portfolios will not trade for short-term profits, but when
circumstances warrant, investments may be sold without regard to the length of
time held. High turnover may result in additional costs and the realization of
capital gains (See "OTHER INVESTMENT POLICIES"); and (7) Each Portfolio may
use various investment practices, including investing in repurchase agree-
ments, when issued, forward delivery and delayed settlement securities and
lending of securities. (See "OTHER INVESTMENT POLICIES.")

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables provide financial highlights for a share outstanding
throughout each of the periods presented. The tables are part of the Portfo-
lios' Financial Statements included in the Portfolios' 1997 Annual Report to
Shareholders. The Financial Statements are included in the Portfolios' SAI.
The Portfolios' Financial Statements have been audited by Price Waterhouse
LLP. Their unqualified opinion on the Financial Statements is also included in
the Portfolios' SAI. Please read the following information in conjunction with
the Portfolios' 1997 Annual Report to Shareholders.

TS&W EQUITY PORTFOLIO

<TABLE>
<CAPTION>
JULY 17,**
YEARS ENDED OCTOBER 31, 1992 TO
------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 14.48 $ 12.47 $ 11.23 $ 11.02 $ 9.65 $10.00
------- ------- ------- ------- ------- ------
Income From Investment
Operations:
Net Investment Income... 0.27 0.26 0.23 0.19 0.14 0.02
Net Realized &
Unrealized Gain
(Loss)................. 3.25 2.34 1.34 0.33 1.36 (0.35)
------- ------- ------- ------- ------- ------
Total From Investment
Operations............. 3.52 2.60 1.57 0.52 1.50 (0.33)
------- ------- ------- ------- ------- ------
Distributions:
Net Investment Income... (0.27) (0.26) (0.22) (0.18) (0.13) (0.02)
Net Realized Gain....... (1.21) (0.33) (0.11) (0.13) -- --
------- ------- ------- ------- ------- ------
Total Distributions..... (1.48) (0.59) (0.33) (0.31) (0.13) (0.02)
------- ------- ------- ------- ------- ------
Net Asset Value, End of
Period................. $ 16.52 $ 14.48 $ 12.47 $ 11.23 $ 11.02 $ 9.65
======= ======= ======= ======= ======= ======
Total Return............ 26.31% 21.45% 14.32% 4.82% 15.62% (3.30)%+
======= ======= ======= ======= ======= ======
Ratios and Supplemental
Data:
Net Assets, End of
Period (Thousands)..... $95,582 $81,554 $60,352 $38,379 $30,953 $7,233
Ratio of Expenses to
Average Net Assets..... 0.99% 1.01% 1.01% 1.10% 1.22% 1.25%*
Ratio of Net Investment
Income to Average Net
Assets................. 1.72% 1.93% 2.04% 1.74% 1.51% 1.25%*
Portfolio Turnover
Rate................... 53% 40% 17% 23% 23% 17%
Average Commission
Rate#.................. $0.0593 $0.0692 N/A N/A N/A N/A
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. N/A N/A N/A N/A N/A $ 0.02
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 0.99% 1.01% 0.99% N/A N/A N/A
</TABLE>
- -----------

* Annualized.

** Commencement of operations.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.

# For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

5
<PAGE>

TS&W INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 18,***
OCTOBER 31, 1992 TO
------------------------------------ OCTOBER 31,
1997 1996 1995 1994 1993
-------- -------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 14.22 $ 13.22 $ 13.85 $ 12.54 $ 10.00
-------- -------- ------- ------- -------
Income From Investment
Operations:
Net Investment Income... 0.07 0.10 0.13 0.07 0.05
Net Realized &
Unrealized Gain
(Loss)................. 1.05 1.04 (0.31) 1.29 2.49
-------- -------- ------- ------- -------
Total From Investment
Operations............. 1.12 1.14 (0.18) 1.36 2.54
-------- -------- ------- ------- -------
Distributions:
Net Investment Income... (0.11) (0.14) (0.09) (0.05) --
Net Realized Gain....... (0.09) -- (0.36) -- --
-------- -------- ------- ------- -------
Total Distributions..... (0.20) (0.14) (0.45) (0.05) --
-------- -------- ------- ------- -------
Net Asset Value, End of
Period................. $ 15.14 $ 14.22 $ 13.22 $ 13.85 $ 12.54
======== ======== ======= ======= =======
Total Return............ 7.94% 8.71% 1.11% 10.87% 25.40%+**
======== ======== ======= ======= =======
Ratios and Supplemental
Data:
Net Assets, End of
Period (Thousands)..... $115,500 $103,339 $77,553 $49,362 $28,030
Ratio of Expenses to
Average Net Assets..... 1.30% 1.35% 1.32% 1.38% 1.37%*
Ratio of Net Investment
Income to Average
Net Assets............. 0.47% 0.84% 1.29% 0.70% 1.02%*
Portfolio Turnover
Rate................... 45% 25% 23% 30% 11%
Average Commission
Rate#.................. $ 0.048 $ 0.0015 N/A N/A N/A
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. N/A N/A N/A N/A $ 0.02
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 1.30% 1.34% 1.30% N/A N/A
</TABLE>
- -----------

* Annualized.

** Not Annualized.

*** Commencement of operations.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.

# For the fiscal years beginning on or after September 1, 1995, a portfolio
is required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged.

6
<PAGE>

TS&W FIXED INCOME PORTFOLIO

<TABLE>
<CAPTION>
JULY 17,**
YEARS ENDED OCTOBER 31 1992 TO
-------------------------------------------- OCTOBER 31,
1997 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 10.30 $ 10.42 $ 9.60 $ 10.75 $ 10.09 $10.00
------- ------- ------- ------- ------- ------
Income From Investment
Operations:
Net Investment Income... 0.59 0.56 0.56 0.47 0.44 0.06
Net Realized &
Unrealized Gain
(Loss)................. 0.24 (0.12) 0.82 (1.05) 0.68 0.07
------- ------- ------- ------- ------- ------
Total From Investment
Operations............. 0.83 0.44 1.38 (0.58) 1.12 0.13
------- ------- ------- ------- ------- ------
Distributions:
Net Investment Income... (0.59) (0.56) (0.56) (0.47) (0.46) (0.04)
Net Realized Gain....... -- -- -- (0.10) -- --
------- ------- ------- ------- ------- ------
Total Distributions..... (0.59) (0.56) (0.56) (0.57) (0.46) (0.04)
------- ------- ------- ------- ------- ------
Net Asset Value, End of
Period................. $ 10.54 $ 10.30 $ 10.42 $ 9.60 $ 10.75 $10.09
======= ======= ======= ======= ======= ======
Total Return............ 8.40% 4.40% 14.73% (5.46)% 11.31% 1.31%+
======= ======= ======= ======= ======= ======
Ratios and Supplemental
Data:
Net Assets, End of
Period (Thousands)..... $67,987 $61,692 $46,677 $32,118 $28,987 $9,385
Ratio of Expenses to
Average Net Assets..... 0.72% 0.77% 0.76% 1.02% 1.15% 1.30%*
Ratio of Net Investment
Income to Average Net
Assets................. 5.79% 5.50% 5.56% 4.73% 4.39% 4.70%*
Portfolio Turnover
Rate................... 36% 59% 25% 27% 83% 5%
Voluntary Waived Fees
and Expenses Assumed by
the Adviser Per Share.. N/A N/A N/A N/A N/A $ 0.02
Ratio of Expenses to
Average Net Assets
Including Expense
Offsets................ 0.72% 0.77% 0.75% N/A N/A N/A
</TABLE>
- -----------
* Annualized.

** Commencement of operations.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the period indicated.

7
<PAGE>

INVESTMENT OBJECTIVES

BALANCED PORTFOLIO. The objective of the Balanced Portfolio is to provide
maximum long-term total return consistent with reasonable risk to principal,
by investing in a diversified portfolio of common stocks of established compa-
nies and investment grade fixed income securities. The proportion of the Port-
folio's assets invested in fixed income or common stocks will vary as market
conditions warrant. A typical asset mix for the Portfolio, however, is ex-
pected to be 55% common stocks, 35% fixed income securities and 10% cash
equivalents. Cash equivalent investments will be maintained when deemed appro-
priate by the Adviser. The Portfolio's total return will consist of both in-
come and capital return, the relative proportions of which will vary according
to the Portfolio's underlying investments.

EQUITY PORTFOLIO. The objective of the Equity Portfolio is to provide maxi-
mum long-term total return consistent with reasonable risk to principal, by
investing in a diversified portfolio of common stocks of relatively large com-
panies. The Adviser intends to seek companies with above-average financial
characteristics in terms of balance sheet strength and profitability levels,
and which, in the Adviser's opinion, are undervalued at the time of purchase.
Capital return is likely to be the predominant component of the Portfolio's
total return.

INTERNATIONAL EQUITY PORTFOLIO. The objective of the International Equity
Portfolio is to provide maximum long-term total return consistent with reason-
able risk to principal, by investing in a diversified portfolio of common
stocks of primarily non-United States issuers on a world-wide basis. Under
normal circumstances, the Adviser will emphasize established companies in in-
dividual foreign markets and attempt to stress companies and markets which, in
its opinion, are undervalued. Capital return is expected to be the predominant
component of the Portfolio's return.

FIXED INCOME PORTFOLIO. The objective of the Fixed Income Portfolio is to
provide maximum long-term total return consistent with reasonable risk to
principal, by investing primarily in investment grade fixed income securities
of varying maturities. These include securities of the U.S. Government and its
agencies, corporate bonds, collateralized mortgage obligations ("CMOs"), mort-
gage-backed securities, and various short term instruments such as commercial
paper, Treasury bills and certificates of deposit. Income return is expected
to be a predominant portion of the Portfolio's total return. The capital re-
turn from the Portfolio will vary according to, among other factors, interest
rate changes and the average maturity (duration) of the Portfolio.

8
<PAGE>

INVESTMENT POLICIES

BALANCED PORTFOLIO. The Balanced Portfolio is designed to provide a single
vehicle with which to participate in the Adviser's equity and fixed income
strategies combined with the Adviser's asset allocation decisions. The Bal-
anced Portfolio seeks to achieve its objective by investing in a combination
of stocks, bonds, and other short-term cash equivalents. A typical asset mix
of the Portfolio is expected to be 55% equities, 35% fixed income securities
and 10% cash equivalents. However, depending upon market conditions, the mix
may vary, and cash equivalent investments will be maintained when deemed ap-
propriate by the Adviser. Under normal conditions, the range of exposure to
fixed income securities is expected to be 25% to 40% of the Portfolio, and the
range of exposure to equity securities is expected to be 40% to 70%. However,
at least 25% of the Portfolio's total assets will always be invested in fixed
income senior securities including debt securities and preferred stocks.

The Fund has obtained permission from the Securities and Exchange Commission
("SEC") to invest up to 15% of the total assets of the Balanced Portfolio in
the International Equity Portfolio. Such investment would be in addition to,
or as an alternative to, investing in shares of foreign based companies.

Equity and fixed income securities are selected using approaches identical
to those set forth below under "Investment Policies" for the Equity Portfolio
and the Fixed Income Portfolio.

EQUITY PORTFOLIO. The Equity Portfolio seeks to achieve its objective by in-
vesting at least 65% of its assets under normal circumstances in a diversified
portfolio of common stocks of companies that are relatively large in terms of
revenues and assets and in companies with market capitalizations that exceed
$300 million. Although the Equity Portfolio's holdings are drawn primarily
from large company common stocks, the Portfolio may also invest in equity se-
curities of other issuers and equity securities of issuers in a wide variety
of industries when deemed appropriate by the Adviser. The Portfolio may also
invest in convertible bonds or convertible preferred stocks.

The Adviser pursues a relative value-oriented philosophy and attempts to be
risk averse believing that preserving capital in weak market environments
should lead to above-average returns over the long run. Typically, the Adviser
prefers to invest in stocks of companies that possess above-average financial
characteristics in terms of balance sheet strength and profitability measures
and yet are attractively valued relative to the market. Normally, the Portfo-
lio will be diversified and contain quality securities on balance.

The Adviser's stock selection process combines an economic top-down approach
with valuation and fundamental analysis. Through economic analysis, the Ad-
viser attempts to assess which areas of the economy are expected to exhibit

9
<PAGE>

relative strength. Input for economic analysis is derived from a detailed
analysis of the economy and from an analysis of historical corporate earnings
trends, both prepared internally. Through valuation analysis, the Adviser at-
tempts to seek out sectors, industries and companies in the market which rep-
resent areas of undervaluation. Tools and measures utilized include a dividend
discount model and relative value screens as well as other traditional mea-
sures of value including price/earnings ratios, price to book ratios and divi-
dend yields. Fundamental analysis is performed on industries and companies in
order to verify their potential attractiveness for investment. The Adviser at-
tempts to purchase stocks of companies which should benefit from economic
trends which are attractively valued relative to their fundamentals and other
companies in the market.

Securities are sold when economic, valuation, and fundamental criteria are
no longer met, when more attractive alternatives are found, or when risk free
returns from cash equivalents appear to be more attractive.

As risks in the marketplace increase, cash reserves can be used for defen-
sive purposes. Under normal circumstances, it is anticipated that cash re-
serves will represent a relatively small percentage of the Portfolio's assets
as market timing is not a part of the Adviser's investment strategy.

The Adviser anticipates that the majority of the investments in the Portfo-
lio will be in United States based companies. However, shares of foreign based
companies may be purchased, if they pass the selection process outlined above.
The Portfolio may invest up to 20% of its assets in shares of foreign based
companies through sponsored American Depositary Receipts ("ADRs"). (See "FOR-
EIGN INVESTMENTS.")

INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio seeks to
achieve its objective by investing primarily in a diversified Portfolio of
common stocks of non-United States issuers on a worldwide basis. Generally,
the International Equity Portfolio will invest in equity securities of estab-
lished companies listed on U.S. or foreign securities exchanges, but it may
also invest in securities traded over-the-counter. Although larger, more sea-
soned or established companies will be emphasized, investments will include
companies of varying size as measured by assets, sales or capitalization. The
Portfolio may also invest in convertible bonds, convertible preferred stocks,
non-convertible preferred stocks, and fixed income securities of governments,
government agencies, supranational agencies and companies when the Adviser be-
lieves the potential for total return will equal or exceed that available from
investments in equity securities. These debt securities include those rated
Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or those of equiva-
lent quality as determined by the Adviser. Bonds rated Baa or BBB may possess
speculative characteristics and may be more sensitive to changes in the econ-
omy and the financial condition of issuers than higher rated bonds. Fixed in-
come securities also may be held for temporary defensive purposes

10
<PAGE>

when the Adviser believes market conditions so warrant and for temporary in-
vestment. Similarly, the Portfolio may invest in cash equivalents for tempo-
rary defensive purposes and for liquidity. The Portfolio may invest in closed-
end investment companies holding foreign securities. The Portfolio may pur-
chase and sell options on any of these securities.

The Portfolio seeks to invest in companies the Adviser believes will benefit
from global trends, promising business or product developments and specific
country opportunities resulting from changing economic, social and political
trends. In the process of selecting securities, the Adviser stresses economic
analysis, fundamental security analysis and valuation analysis. It is expected
that investments will be diversified throughout the world and within markets
to minimize specific country and currency risks. While investments will be
made primarily in securities of companies domiciled in developed countries,
investments will also be made in developing countries as well. Under normal
circumstances, the Portfolio will invest at least 65% of its assets in equity
securities of foreign companies representing at least three countries other
than the United States.

The Portfolio, to a limited extent, may enter into futures contracts and may
purchase and sell put and call options on such contracts for hedging purposes.
The Portfolio may enter into forward foreign currency exchange contracts for
hedging purposes and purchase foreign currencies in the form of bank deposits.
See "OTHER INVESTMENT POLICIES" for a discussion of these policies and a de-
scription of special considerations and risks associated with investments in
foreign issues.

FIXED INCOME PORTFOLIO. The Fixed Income Portfolio seeks to achieve its ob-
jective by investing at least 65% of its assets in a diversified mix of in-
vestment grade fixed income securities of varying maturities including securi-
ties of the U.S. Government and its agencies, corporate bonds, CMOs, mortgage-
backed securities, asset-backed securities, and various short-term instruments
such as commercial paper, Treasury bills and certificates of deposit.

Investment grade bonds are generally considered to be those bonds having one
of the four highest grades assigned by Moody's (Aaa, Aa, A or Baa) or S&P
(AAA, AA, A or BBB). Bonds rated Baa or BBB may possess speculative character-
istics and may be more sensitive to changes in the economy and the financial
condition of issuers than higher rated bonds. Mortgage-backed securities in
which the Portfolio may invest will either carry a guarantee from an agency of
the U.S. Government or a private issuer of the timely payment of principal and
interest or are sufficiently seasoned to be considered by the Adviser to be of
investment grade quality.

It is the Adviser's intention that the Portfolio's investments will be lim-
ited to the investment grades described above. However, up to 20% of the Port-
folio's

11
<PAGE>

assets may consist of securities rated Ba or B by Moody's or BB or B by S&P
if, in the Adviser's judgment, maintaining a position in the securities is
warranted. The Adviser also reserves the right to retain securities which are
downgraded by one or both of the rating agencies, if in the Adviser's judg-
ment, the retention of securities is warranted. In addition, the Adviser may
invest in preferred stocks and convertible securities. In the case of convert-
ible securities, the conversion privilege may be exercised but the common
stocks received will be sold.

Securities rated less than Baa by Moody's or BBB by S&P are classified as
non-investment grade securities. Such securities, which are commonly known as
"junk bonds," carry a high degree of risk and are considered speculative by
the major credit rating agencies. The following are excerpts from the Moody's
and S&P definitions for speculative grade debt obligations:

MOODY'S:--Ba rated bonds have "speculative elements," their future "cannot
be considered assured," and protection of principal and interest is "moderate"
and "not well safeguarded." B rated bonds "lack characteristics of a desirable
investment" and the assurance of interest or principal payments "may be
small."

S&P:--BB rated bonds have "less near-term vulnerability to default" than B
or CCC rated securities but face "major ongoing uncertainties . . . which may
lead to inadequate capacity" to pay interest or principal. B rated bonds have
a "greater vulnerability to default" than BB rated bonds and the ability to
pay interest or principal will likely be impaired by adverse business condi-
tions.

Credit quality of bonds in such ratings categories can change unexpectedly,
and even recently-issued credit ratings may not fully reflect the actual risks
posed by a particular high-yield security. It is the Portfolio's policy not to
rely primarily on ratings issued by established credit rating agencies but to
utilize such ratings in conjunction with the Adviser's own independent and on-
going review of credit quality.

The Adviser expects to actively manage the Portfolio in order to meet the
investment objectives. The Adviser attempts to be risk averse believing that
preserving principal in periods of rising interest rates should lead to above-
average returns over the long run. The structure of the Portfolio will be
largely determined by the Adviser's assessment of current economic conditions
and trends, the Federal Reserve Board's management of monetary policy, fiscal
policy, inflation expectations, government and private credit demands and
global conditions. Once these factors have been carefully analyzed, an inter-
nally generated outlook for the direction of interest rates is formulated and
the maturity/duration of the Portfolio will be adjusted to reflect the Advis-
er's outlook. Under normal market conditions, the weighted maturity range over
a complete economic cycle will shift between six and twelve years. The dura-
tion range over a similar time period will be four to six years.

The Adviser also attempts to emphasize relative values within selected matu-
rity ranges. Interest rate spreads between different quality ranges, by types
of issues

12
<PAGE>

and within coupon areas are monitored, and the Portfolio will be structured to
take advantage of relative values within these areas. Marketability of indi-
vidual issues and diversification within the Portfolio will be emphasized.

While the Adviser anticipates that the majority of the assets of the Portfo-
lio will be U.S. dollar denominated securities, up to 20% of the Portfolio's
assets may consist of obligations of foreign governments, agencies, or corpo-
rations denominated either in U.S. dollars or foreign currencies. The credit
quality standards applied to foreign obligations are the same as those applied
to the selection of U.S. based securities. (See "FOREIGN INVESTMENTS" for a
more detailed description of the risks involved.)

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated redemp-
tions, or for temporary defensive purposes, the Portfolio may invest a portion
of its assets in domestic and foreign money market instruments including cer-
tificates of deposit, bankers' acceptances, time deposits, U.S. Government ob-
ligations, U.S. Government agency securities, short-term corporate debt secu-
rities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or if unrated, determined by the Adviser to be of comparable quality.

13
<PAGE>

REPURCHASE AGREEMENTS

Each Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, a Portfolio buys a security and simultaneously commits
to sell that security back at an agreed upon price plus an agreed upon market
rate of interest. Under a repurchase agreement, the seller is also required to
maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause a Port-
folio to experience a loss or delay in the liquidation of the collateral se-
curing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Fund's management acknowledges
these risks, it is expected that they can be managed through stringent secu-
rity 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

An investment company may pay reasonable negotiated fees in connection with
loaned securities so long as such fees are set forth in a written contract and
approved by its Board of Directors. The Portfolios will continue to retain any
voting rights with respect to loaned securities. If a material event occurs
affecting an investment on a loan, the loan must be called and the securities
voted.

14
<PAGE>

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES
Each Portfolio may purchase and sell securities on a "when-issued," "delayed
settlement," or "forward delivery" basis. "When-issued" or "forward delivery"
refers to securities whose terms and indenture are available, and for which a
market exists, but which are not available for immediate delivery. When-issued
and forward delivery transactions may be expected to occur a month or more be-
fore delivery is due. Delayed settlement is a term used to describe settlement
of a securities transaction in the secondary market which will occur sometime
in the future. No payment or delivery is made by a Portfolio until it receives
delivery or payment from the other party to any of the above transactions. It
is possible that the market price of the securities at the time of delivery
may be higher or lower than the purchase price. Each Portfolio will maintain a
separate account of cash or liquid securities at least equal to the value of
purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery is
made although the Portfolio may earn income on securities it has deposited in
a segregated account.

Each Portfolio may engage in these types of purchases in order to buy secu-
rities that fit with its investment objectives at attractive prices -- not to
increase its investment leverage.

PORTFOLIO TURNOVER

15
<PAGE>

upon the Portfolio's assets invested in the DSI Money Market Portfolio, the
investing Portfolio's adviser will waive its investment advisory fee and any
other fees earned as a result of the Portfolio's investment in the DSI Money
Market Portfolio. The investing Portfolio will bear expenses of the DSI Money
Market Portfolio on the same basis as all of its other shareholders.

FOREIGN INVESTMENTS
Investing in foreign companies may involve special considerations not typi-
cally associated with investing in U.S. companies. Since the securities of
foreign companies are normally denominated in foreign currencies, the Portfo-
lio may be affected favorably or unfavorably by changes in currency rates and
in exchange control regulations and may incur costs in connection with conver-
sions between various currencies.

The International Equity Portfolio may invest a portion of its assets in de-
veloping countries. The economies of individual developing countries may dif-
fer favorably or unfavorably from the United States economy in growth of gross
domestic product, rate of inflation, currency depreciation, capital reinvest-
ment, resource self sufficiency and balance of payments position. Economies of
developing countries generally are heavily dependent upon international trade
and have been and may continue to be adversely affected by trade barriers, ex-
change controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they
trade. These economies also may have been or may continue to be adversely af-
fected by economic conditions in the countries with which they trade.

The International Equity Portfolio may invest in forward foreign currency
exchange contracts in order to protect against uncertainty in the level of fu-
ture foreign exchange rates in the purchase and sale of investment securities.
This Portfolio may not enter into such contracts for speculative purposes. A
forward foreign currency exchange contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. Such contracts, which protect the value of this
Portfolio's investment securities against a decline in the value of a curren-
cy, do not eliminate fluctuations caused by changes in the local currency
prices of the securities. Although such contracts tend to minimize the risk of
loss due to a decline in the value of the hedged currency, they also limit any
potential gain that might be realized should the value of such currency in-
crease.

As non-U.S. companies are not generally subject to uniform accounting, au-
diting and financial reporting standards and practices comparable to those ap-
plicable to U.S. companies, comparable information may not be readily avail-
able about certain foreign companies. Securities of some non-U.S. companies
may be less liquid and more volatile than securities of comparable U.S. compa-
nies. In addition,

16
<PAGE>

there is the possibility of expropriation or confiscatory taxation, political
or social instability, or diplomatic developments which could affect U.S. in-
vestments in those countries. Additionally, there may be difficulty in ob-
taining and enforcing judgments against foreign issuers.

Although the Portfolio will endeavor to achieve the most favorable execution
costs in portfolio transactions in foreign securities, commissions on many
foreign stock exchanges are generally higher than negotiated commissions on
U.S. exchanges.

Certain foreign governments levy withholding taxes against dividend and in-
terest income. Although in some countries a portion of the taxes is recover-
able, the non-recovered portion of foreign withholding taxes will reduce the
income a Portfolio receives from the companies comprising its investments.

FUTURES CONTRACTS AND OPTIONS

In order to remain fully invested and to reduce transaction costs, the In-
ternational Equity Portfolio may invest in stock and bond futures and interest
rate futures contracts. Because transaction costs associated with futures and
options may be lower than the costs of investing in stocks and bonds directly,
the use of index futures and options to facilitate cash flows may reduce this
Portfolio's overall transaction costs.

The International Equity Portfolio will not enter into futures contract
transactions provided that immediately thereafter, the sum of its initial mar-
gin deposits on open contracts exceeds 5% of the market value of its total as-
sets. In addition, this Portfolio will not enter into futures contracts pro-
vided that its outstanding obligations to purchase securities under these con-
tracts in combination with its outstanding obligations with respect to options
transactions would exceed 5% of its total assets. The International Equity
Portfolio will engage in futures and/or options transactions only for hedging
purposes and not for speculative purposes.

Futures and options can be volatile and involve various degrees and types of
risk. If the Portfolio judges market conditions incorrectly or employs a
strategy that does not correlate well with its investments, use of futures and
options contracts could result in a loss. The Portfolio could also suffer
losses if it is unable to liquidate its position due to an illiquid second
market. In the opinion of the Fund's Board of Directors, the risk that the
Portfolio will be unable to close out a futures position or options contract
will be minimized by only entering into futures contracts or options transac-
tions traded on national exchanges and for which there appears to be a liquid
secondary market.

DURATION
Duration is a measure of the expected timing of the cash flows (principal
and interest) of a fixed income security. It was developed as a more precise
alternative to the concept of "term to maturity." Duration incorporates a
bond's yield, coupon

17
<PAGE>

interest payments, final maturity and call features into one measure. Most
debt obligations provide interest ("coupon") payments in addition to a final
("par") payment at maturity. Some obligations also have call provisions. De-
pending on the relative magnitude of these payments, the market values of debt
obligations may respond differently to changes in the level and structure of
interest rates.

INTEREST RATES AND CURRENCY SWAPS
The International Equity Portfolio may enter into interest rate and/or cur-
rency swaps. An interest rate swap is an agreement to exchange the interest
income generated by one fixed income instrument for the interest income gener-
ated by another fixed income instrument. The currency swaps in which this
Portfolio will engage will generally involve an agreement to pay interest
streams calculated by reference to interest income linked to a specified index
in one currency in exchange for a specified index in another currency.

The use of interest rate swaps involves investment techniques and risks dif-
ferent from those associated with ordinary portfolio securities transactions.
If the Adviser is incorrect in its forecasts of market values, interest rates
and other applicable factors, the investment performance of the Portfolio will
be less favorable than it would have been if this investment technique were
never used. Interest rate swaps do not involve the delivery of securities or
other underlying assets or principal. Thus, if the other party to an interest
rate swap defaults, the Portfolio's risk of loss consists of the net amount of
interest payments that the Portfolio is contractually entitled to receive.

The International Equity Portfolio expects to enter into these transactions
primarily to preserve a return or spread on a particular investment or portion
of its portfolio. The Portfolio may also enter into these transactions to pro-
tect against any increase in the price of securities the Portfolio anticipates
purchasing at a later date. If there is a default by the other party to such a
transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction. Since a segregated account is main-
tained with respect to all interest rate and currency swaps, the Adviser be-
lieves that such obligations do not constitute senior securities (as defined
in the 1940 Act) and, accordingly, will not treat them as being subject to the
Portfolio's borrowing restrictions.

18
<PAGE>

will invest no more than 10% of its net assets in illiquid securities. The
prices realized from the sales of these securities could be less than those
originally paid by the Portfolio or less than what would be considered fair
value of such securities.

INVESTMENT LIMITATIONS

Each Portfolio will not:

(a) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in the securities of any single issuer
(other than obligations issued or guaranteed as to principal and in-
terest by the U.S. government or any of its agencies or instrumentali-
ties);

(b) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(c) invest more than 5% of its assets at the time of purchase in the se-
curities of companies that have (with predecessors) a continuous op-
erating history of less than 3 years;

(e) make loans except (1) by purchasing bonds, debentures or similar obli-
gations which are publicly distributed, including repurchase agree-
ments; provided however, that repurchase agreements maturing in more
than seven days, together with securities which are not readily mar-
ketable, will not exceed 10% of the Portfolio's total assets (15% for
the Balanced Portfolio), or (2) 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 and the rules and
regulations or interpretations of the SEC thereunder;

(f) (1) borrow, except from banks and as a temporary measure for extraor-
dinary or emergency purposes and then, in no event, in excess of 10%
of the Portfolio's gross assets (33 1/3% for the Balanced Portfolio)
valued at the lower of market or cost, and (2) a Portfolio may not
purchase additional securities when borrowings exceed 5% of total
gross assets; or

(g) pledge, mortgage or hypothecate any of its assets to an extent greater
than 10% (33 1/3% for the Balanced Portfolio) of its total assets at
fair market value.

19
<PAGE>

The investment objective of each Portfolio is fundamental and may be changed
only with the approval of the holders of a majority of the outstanding shares
of that Portfolio. All of the above investment limitations are fundamental for
the Equity, International Equity and Fixed Income Portfolios. With respect to
the Balanced Portfolio, only limitations (a), (b), (d), (e) and (f.1) are fun-
damental. A fundamental investment limitation may be changed only with the ap-
proval of the holders of a majority of the outstanding shares of that Portfo-
lio. A non-fundamental one may be changed by the Fund's Board of Directors
upon reasonable notice to investors. The Portfolios' investment policies de-
scribed in this Prospectus and in the SAI are not fundamental and may be
changed by the Fund's Board of Directors upon reasonable notice to investors.
If a percentage limitation on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in per-
centage resulting from changes in the value or total cost of the Portfolio's
assets will not be considered a violation of the restriction.

PURCHASE OF SHARES

Shares of each Portfolio are offered through UAM Fund Distributors, Inc.
(the "Distributor"), without a sales commission, at the net asset value per
share next determined after an order is received by the Fund and payment is
received by the Fund or a designated Service Agent. (See "VALUATION OF
SHARES.") The minimum initial investment is $2,500. The minimum initial in-
vestment for IRA accounts is $500. The minimum initial investment for spousal
IRA accounts is $250. Certain exceptions may be permitted by the officers of
the Fund.

20
<PAGE>

Service Agents, or if applicable, their designees, that have entered into
agreements with the Fund or its agent may enter confirmed purchase or redemp-
tion orders on behalf of clients and customers, with payment to follow no
later than the Portfolio's pricing on the following business day. If payment
is not received by the Fund's Sub-Transfer Agent, Chase Global Funds Services
Company by such time, the Service Agent could be held liable for resulting
fees or losses. A Portfolio may be deemed to have received a purchase or re-
demption order when a Service Agent, or, if applicable, its authorized desig-
nee, accepts the order. Orders received by the Fund in proper form will be
priced at the Portfolio's net asset value next computed after they are ac-
cepted by the Service Agent or its authorized designee. Service Agents are re-
sponsible to their customers and the Fund for timely transmission of all sub-
scription 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

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. The Fund will not accept third-party checks to pur-
chase shares of the Portfolios. If you purchase shares by check, please be
sure that your check is made payable to the "UAM Funds."

BY WIRE

21
<PAGE>

. Instruct your bank to wire the specified amount to the Fund's Custodian:

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
Your Account Number
Your Account Name
Wire Control Number

(assigned by the UAM Funds Service Center)

. Forward a completed Application to the UAM Funds Service Center at the
address shown thereon as soon as possible. Federal Funds purchases will
be accepted only on a day on which both the NYSE and the Custodian Bank
are open for business.

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. The minimum additional in-
vestment is $100. Shares can be purchased at net asset value by mailing a
check to the UAM Funds Service Center (payable to "UAM Funds") at the above
address or by wiring monies to the Custodian Bank using the instructions out-
lined above. When making additional investments, be sure that your account
number, account name, and the selected Portfolio are specified on the check or
wire. Prior to wiring additional investments, notify the UAM Funds Service
Center by calling the number on the cover of this Prospectus. Mail orders
should include, when possible, the "Invest by Mail" stub which accompanies any
Fund confirmation statement.

PURCHASE BY ACH

22
<PAGE>

OTHER PURCHASE INFORMATION

Investments received by the close of regular trading on the NYSE (generally
4 p.m. Eastern Time) 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 man-
agement, such suspension or rejection is in the best interests of the Fund.
The Portfolios are intended to be long-term investment vehicles and are not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a Portfolio's
performance and its shareholders. Accordingly, if the Fund's management deter-
mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any purchase request, with
respect to such investor's account. Such investors also may be barred from
purchasing other Portfolios of the Fund. Purchases of a Portfolio's shares
will be made in full and fractional shares of the Portfolio calculated to
three decimal places. Certificates for fractional shares will not be issued.
Certificates for whole shares will not be issued except at the written request
of the shareholder.

IN-KIND PURCHASES
If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by the Portfolio, as de-
scribed in this Prospectus. Securities to be exchanged which are accepted by
the Fund will be valued as described under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. Shares is-
sued by a Portfolio in exchange for securities will be issued at net asset
value determined as of the same time. All dividends, interest, subscription,
or other rights pertaining to such securities shall become the property of the
Portfolio and must be delivered to the Fund by the investor upon receipt from
the issuer. Securities acquired through an in-kind purchase will be acquired
for investment and not for immediate resale.

The Fund will not accept securities in exchange for shares of a Portfolio
unless:

. at the time of the exchange, such securities are eligible to be included
in the Portfolio (current market quotations must be readily available
for such securities);

23
<PAGE>

REDEMPTION OF SHARES

Shares of each Portfolio may be redeemed by mail or telephone at any time,
without cost, at the net asset value of the Portfolio next determined after
receipt of the redemption request. No charge is made for redemptions. Any re-
demption may be more or less than the purchase price of shares depending on
the market value of the investment securities held by the Portfolio.

BY MAIL
Address redemption requests to the UAM Funds Service Center. Requests to re-
deem shares must include:

. share certificates, if issued;

. a letter of instruction or a stock assignment specifying the number of
shares or dollar amount to be redeemed, signed by all registered owners
of the shares in the exact names in which they are registered;

. any required signature guarantees (see "SIGNATURE GUARANTEES"); and

. any other supporting legal documents, if required in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:

. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion; and

. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

The following tasks cannot be accomplished by telephone:

. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); and

24
<PAGE>

. 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

25
<PAGE>

If the Fund's Board of Directors determines that it would be detrimental to
the best interests of the remaining shareholders of the Fund to make payment
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by a Portfolio in
lieu of cash in conformity with applicable rules of the SEC. Investors may in-
cur brokerage charges on the sale of portfolio securities received in payment
of redemptions.

SHAREHOLDER SERVICES

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or charge of any kind for ex-
changes. Before making an exchange into a Portfolio, a shareholder should read
its Prospectus and consider the investment objectives and policies of the
Portfolio to be purchased. For a copy of the Prospectus for the Portfolio(s)
in which you are interested, contact the UAM Funds Service Center. Exchanges
can only be made with Portfolios that are qualified for sale in a sharehold-
er's state of residence.

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued and if the registration of the two accounts will
be identical. Requests for exchanges received prior to the close of regular
trading on the NYSE (generally 4:00 p.m. Eastern Time) will be processed as of
the close of business on the same day. Requests received after the close of
regular trading on the NYSE will be processed on the next business day. The
Fund may modify or terminate the exchange program at any time upon 60 days'
written notice to shareholders, and may reject any exchange request. If the
Fund's management determines that an investor is engaged in excessive trading,
the Fund, with or without prior notice,

26
<PAGE>

may reject in whole or part any exchange request, with respect to such invest-
or's account. Such investors also may be barred from exchanging into other
Portfolios of the Fund. For additional information regarding responsibility
for the authenticity of telephoned instructions, see "REDEMPTIONS OF SHARES BY
TELEPHONE." An exchange into another UAM Funds Portfolio may result in a capi-
tal gain or loss for income tax purposes.

AUTOMATIC INVESTMENT PLAN

SYSTEMATIC WITHDRAWAL PLAN

Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the sharehold-
er's account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or finan-
cial institution must be a member of ACH. Redemptions ordinarily are made on
the third business day of the month and payments ordinarily will be transmit-
ted within five business days after the redemption date. Because the prices of
Fund shares fluctuate, the number of shares redeemed to finance systematic
withdrawal payments of a given amount will vary from payment to payment. If a
shareholder owns shares in more than one Portfolio, the shareholder must des-
ignate the Portfolio from which the redemptions

27
<PAGE>

under a Systematic Withdrawal Plan should be made. A Systematic Withdrawal
Plan may be terminated or suspended at any time by the Fund. A shareholder may
elect at any time, in writing, to terminate participation in the Systematic
Withdrawal Plan. Such written election must be sent to and received by the
Fund before a termination becomes effective. There is currently no charge to
the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

Securities purchased with remaining maturities of 60 days or less are valued
at amortized cost using methods approved by the Board of Directors.

PERFORMANCE CALCULATIONS

28
<PAGE>

The Portfolios' Annual Report to Shareholders for the most recent fiscal
year end contains additional performance information that includes comparisons
with appropriate indices. The Annual Report is available without charge. For a
free copy contact the UAM Funds Service Center at the address or telephone
number listed on the cover of this Prospectus.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Balanced and Equity Portfolios will normally distribute substantially
all of their net investment income (for tax purposes) to shareholders in quar-
terly dividends. The International Equity Portfolio will normally distribute
substantially all of its net investment income (for tax purposes) to share-
holders in an annual dividend. The Fixed Income Portfolio declares dividends
daily and will normally distribute substantially all of its net investment in-
come (for tax purposes) to shareholders in monthly dividends. If any net capi-
tal gains are realized, each Portfolio will normally distribute them annually.

29
<PAGE>

(but not its shareholders) to be exempt generally 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 ordi-
nary income and net capital gains on a current basis and maintain a portfolio
of investments which satisfies certain diversification criteria.

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.
Short-term capital gains will be taxed as ordinary income. Long-term or mid-
term capital gains distributions are taxed as long-term or mid-term capital
gains, as the case may be. Shareholders will be notified annually of dividend
income earned for tax purposes.

Dividends declared in October, November and December to shareholders of rec-
ord in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year.

INVESTMENT ADVISER

Thompson, Siegel & Walmsley, Inc. is a Virginia corporation formed in 1969
and is located at 5000 Monument Avenue, Richmond, Virginia 23230. The Adviser
is a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), a
holding company, and provides investment management services to corporations,
pension and profit-sharing plans, 401(k) and thrift plans, trusts, estates and
other institutions and individuals. As of December 31, 1997, the Adviser had
$5.1 billion in assets under management. For further information on Thompson,
Siegel & Walmsley's investment services, please call (804) 353-4500.

30
<PAGE>

The Thompson, Siegel & Walmsley, Inc. team of investment professionals is as
follows:

JOHN T. SIEGEL, CFA -- Managing Director -- Princeton University, B.A.,
1961; U.S. Navy, Officer, 1961-1965; University of Virginia Graduate School of
Business Administration, M.B.A., 1967; Chartered Financial Analyst; Chartered
Investment Counsel; Co-founder of Thompson, Siegel & Walmsley, Inc. in 1969.

MATTHEW G. THOMPSON, CFA -- Managing Director -- Washington & Lee Universi-
ty, B.S. Commerce, 1964; University of Virginia Graduate School of Business
Administration, M.B.A., 1966; Chartered Financial Analyst; Chartered Invest-
ment Counsel; Co-founder of Thompson, Siegel & Walmsley, Inc. in 1969.

JERRY W. JENKINS -- Senior Vice President -- Hampden-Sydney College, B.A.
Economics, 1967; National Graduate Trust School, Northwestern University,
1972; The Executive Program, The Darden School, University of Virginia, 1982;
Thompson, Siegel & Walmsley, Inc. 1993 -- Present.

HORACE P. WHITWORTH, II, CFA, CPA -- Vice President -- University of Virgin-
ia, B.S. Commerce, 1978; Chartered Financial Analyst; Chartered Investment
Counsel; Thompson, Siegel & Walmsley, Inc., 1986 -- Present.

PAUL A. FERWERDA, CFA -- Vice President -- Auburn University, B.S. Finance,
1979; Duke University, Fuqua School of Business, M.B.A., 1982; Chartered Fi-
nancial Analyst; Chartered Investment Counsel; Thompson, Siegel & Walmsley,
Inc., 1987 -- Present.

PETER D. HARTMAN, CFA -- Vice President -- University of North Carolina,
B.S. Business Administration, 1975; State University of New York, M.A., 1980;
Chartered Financial Analyst; Thompson, Siegel & Walmsley, Inc., 1991 -- Pres-
ent.

CHARLES A. GOMER, III -- Vice President -- University of North Carolina,
Chapel Hill, A.B., 1971; University of Richmond, M.S., 1978; Thompson, Siegel
& Walmsley, Inc. 1991 -- Present.

G.D. ROTHENBERG, CFA -- Vice President -- University of Virginia, B.A.,
1975; UCLA Graduate School of Management, M.B.A., 1979; Chartered Financial
Analyst; Chartered Investment Counsel; Thompson, Siegel & Walmsley, Inc.,
1992 -- Present.

ELIZABETH CABELL JENNINGS, CFA -- Vice President -- The College of William
and Mary, B.A. Economics, 1985; Chartered Financial Analyst; Chartered Invest-
ment Counsel; Thompson, Siegel & Walmsley, Inc., 1986 -- Present.

ALAN C. ASHWORTH, CFA -- Vice President -- The College of William and Mary,
B.B.A. Management, 1985; Chartered Financial Analyst; Thompson, Siegel &
Walmsley, Inc., 1987 -- Present.

31
<PAGE>

STUART R. DAVIES, CFA -- Vice President -- Birmingham-Southern College, B.S.
Chemistry/Economics, 1985; Virginia Commonwealth University, M.S. Finance,
1994; Chartered Financial Analyst; Chartered Investment Counsel; Thompson,
Siegel & Walmsley, Inc. 1992 -- Present.

JOHN G. JORDAN, III, CFA -- Portfolio Manager/Analyst -- University of Vir-
ginia, B.S., Commerce, 1990; Chartered Financial Analyst; Chartered Investment
Counsel; Thompson, Siegel & Walmsley, Inc., 1991 -- Present.

J. SHELTON HORSLEY, IV, Portfolio Manager/Analyst -- University of Virginia,
B.A., 1985; University of Virginia, M.B.A., 1991; Thompson, Siegel & Walmsley,
Inc., 1994 -- Present.

BRANDON H. HARRELL, CFA -- Portfolio Manager/Analyst -- Wake Forest Univer-
sity, B.A. Economics, 1982; George Mason University, M.B.A., 1990; Chartered
Financial Analyst; Thompson, Siegel & Walmsley, Inc., 1996 --Present.

A. GORDON GOODYKOONTZ, CFA -- Senior Vice President -- Virginia Polytechnic
Institute, BA Business, 1962; University of Virginia, MBA, 1966; Chartered Fi-
nancial Analyst; Thompson, Siegel & Walmsley, Inc. 1997 -- Present.

Investment committees are primarily responsible for the day-to-day manage-
ment of the Balanced, Equity and Fixed Income Portfolios. G.D. Rothenberg and
Stuart R. Davies are primarily responsible for the day-to-day management of
the International Equity Portfolio and have been since its inception in Decem-
ber of 1992. Prior to joining the Adviser in 1992, Mr. Davies served in the
capacities of Vice President, Portfolio Manager and Securities Analyst at Cap-
itoline Investment Services, Inc. Prior to joining the Adviser in 1992, Mr.
Rothenberg was involved in international investment management at Scudder,
Stevens & Clark, Inc.

Under Investment Advisory Agreements with the Fund dated as of November 25,
1991, November 3, 1992 and April 21, 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 sub-
ject to the control and supervision of the Fund's Board of Directors.

As compensation for its services as an Adviser, each Portfolio pays the Ad-
viser an annual fee, in monthly installments. The fee is calculated by apply-
ing the following annual percentage rates to each Portfolio's average daily
net assets for the month:
<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio..................................................... 0.65%
Equity Portfolio....................................................... 0.75%
International Equity Portfolio......................................... 1.00%
Fixed Income Portfolio................................................. 0.45%
</TABLE>

32
<PAGE>

The Adviser may compensate its affiliated companies for referring investors
to the Portfolios. The Distributor, UAM, the Adviser, or any of their affili-
ates, may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services per-
formed with respect to the Fund, a Portfolio or any Class of Shares of a Port-
folio. Payments made for any of these purposes may be made from its revenues,
its profits or any other source available to it. When such service arrangements
are in effect, they are made generally available to all qualified service prov-
iders.

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 eli-
gible customer accounts in addition to amounts payable to all selling dealers.
The Fund also compensates Smith Barney for services it provides to certain de-
fined contribution plan shareholders that are not otherwise provided by UAMFSI.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. UAMFSI's principal office is located at 211 Congress Street, Boston, MA
02110. UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a Mu-
tual Funds Service Agreement dated April 15, 1996. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Balanced Portfolio..................................................... 0.06%
Equity Portfolio....................................................... 0.06%
International Equity Portfolio......................................... 0.06%
Fixed Income Portfolio................................................. 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:

0.19 of 1% of the first $200 million of combined UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

33
<PAGE>

Fees are allocated among the Portfolios on the basis of their relative assets
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 in-
creases by $20,000.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, with its prin-
cipal office located at 211 Congress Street, Boston, Massachusetts 02110, dis-
tributes the shares of the Fund. Under the Fund's Distribution Agreement (the
"Agreement"), the Distributor, as agent for the Fund, agrees to use its best
efforts as sole distributor of Fund shares. The Distributor does not receive
any fee or other compensation under the Agreement with respect to the Portfo-
lios included in this Prospectus. The Agreement continues in effect so long as
it is approved at least annually by the Fund's Board of Directors. Those
approving the Agreement must include a majority of Directors who are neither
parties to such Agreement nor interested persons of any such party. The Agree-
ment provides that the Fund will bear the costs of the registration of its
shares with the SEC and various states and the printing of its prospectuses,
its SAIs and its reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for each
Portfolio. The Agreements direct the Adviser to use its best efforts to obtain
the best available price and most favorable execution for all transactions of
the Portfolios. If consistent with the interests of the Portfolios, the Adviser
may select brokers on the basis of research, statistical and pricing services
these brokers provide to the Portfolios in addition to required broker servic-
es. Such brokers may be paid a higher commission than that which another quali-
fied broker would have charged for effecting the same transaction, provided
that such commissions are paid in compliance with the Securities Exchange Act
of 1934, as amended, and that the Adviser determines in good faith that the
commission is reasonable in terms either of the transaction or the overall re-
sponsibility 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 con-
sidering a purchase at or about the same time, transactions in such securities
will be allocated among the Portfolio and clients in a manner deemed fair and
reasonable by the Adviser. Although there is no specified formula for allocat-
ing such transactions, allocations are subject to periodic review by the Fund's
Directors.

34
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Maryland corporation on October 11, 1988 under
the name "ICM Fund, Inc." On January 18, 1989, the name of the Fund was changed
to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was changed
to "UAM Funds, Inc." The Fund's Articles of Incorporation, as amended, permit
the Directors to issue three billion shares of common stock, with an $.001 par
value. The Directors have the power to designate one or more series or classes
of shares of common stock and to classify or reclassify any unissued shares
with respect to such Portfolios, without further action by shareholders. The
Board of Directors may create additional Portfolios and Classes of shares at
its discretion.

The shares of each Portfolio and Class of the Fund are fully paid and nonas-
sessable, have no preference as to conversion, exchange, dividends, retirement
or other features and have no pre-emptive rights. They have non-cumulative vot-
ing 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.

In addition to the Institutional Class Shares offered by this Prospectus, the
Board of Directors of the Fund has authorized Institutional Service Class
Shares and Advisor Class Shares, which are not currently being offered by these
Portfolios.

Annual meetings will not be held except as required by the 1940 Act and other
applicable laws. The Fund has undertaken that its Directors will call a meeting
of shareholders if such a meeting is requested in writing by the holders of not
less than 10% of the outstanding shares of the Fund. The Fund will assist
shareholder communications in such matters, to the extent required in the un-
dertaking.

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.

35
<PAGE>

SHAREHOLDER INQUIRIES
Shareholder inquiries may be made by contacting the UAM Funds Service Center
at the address or telephone number listed on the cover of this Prospectus.

36
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio
IRC Enhanced Index Portfolio
Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio

MJI International Equity Portfolio

NWQ Balanced Portfolio
NWQ Value Equity Portfolio

NWQ Small Cap Value Portfolio

NWQ Special Equity Portfolio

Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio
SAMI Preferred Stock Income Portfolio

Sirach Bond Portfolio
Sirach Equity Portfolio

Sirach Growth Portfolio

Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

37
<PAGE>

UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983

Investment Adviser
Thompson, Siegel & Walmsley, Inc.
5000 Monument Avenue
Richmond, VA 23230
(804) 353-4500

Distributor
UAM FUND DISTRIBUTORS, INC.
211 Congress Street
Boston, MA 02110

PROSPECTUS

January 22, 1998

<PAGE>

UAM FUNDS, INC.
(FORMERLY THE REGIS FUND, INC.)

POST-EFFECTIVE AMENDMENT NO. 50

PART B

The following Statements of Additional Information are included in this Post-
Effective Amendment No. 50:

. 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 Small Company and ICM Equity Portfolios Institutional Class Shares

. McKee Portfolios Institutional Class Shares

. NWQ Portfolios Institutional Class Shares and Institutional Service
Class Shares

. Rice, Hall, James Small Cap Portfolio and Rice, Hall, James Small/Mid
Cap Portfolio Institutional Class Shares
. SAMI Preferred Stock Income Portfolio Institutional Class Shares
. Sirach Portfolios Institutional Class Shares and Institutional Service
Class Shares
. Sterling Partners' Portfolios Institutional Class Shares and
Institutional Service Class Shares

. TS&W Portfolios Institutional Class Shares

-5-
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------
ACADIAN PORTFOLIOS

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

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 Acadian Portfolios dated January 22, 1998. To obtain a Prospectus, please
call the UAM Funds Service Center: 1-800-638-7983

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
INVESTMENT OBJECTIVES AND POLICIES.................. 2

PURCHASE AND REDEMPTION OF SHARES................... 16

VALUATION OF SHARES................................. 18

SHAREHOLDER SERVICES................................ 18

INVESTMENT LIMITATIONS.............................. 20

MANAGEMENT OF THE FUND.............................. 22

INVESTMENT ADVISER.................................. 26

PORTFOLIO TRANSACTIONS.............................. 28

ADMINISTRATIVE SERVICES............................. 29

CUSTODIAN........................................... 32

INDEPENDENT ACCOUNTANTS............................. 32

DISTRIBUTOR......................................... 32

PERFORMANCE CALCULATIONS............................ 32

GENERAL INFORMATION................................. 34

FINANCIAL STATEMENTS................................ 36

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS.. A-1

APPENDIX B - COMPARISONS............................ B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the Acadian Emerging Markets and Acadian International Equity
Portfolios (the "Acadian Portfolios") as set forth in the Acadian
Prospectus.

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 United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). A Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral for the loans) at fair market value would
be committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, each Portfolio may invest a
portion of its assets in the short-term investments described below:

(1) Time deposits, certificates of deposit (including marketable variable
rate certificates of deposit) and bankers' acceptances issued by a commercial
bank or savings and loan association. Time deposits are non-negotiable deposits
maintained in a banking institution for a specified period of time at a stated
interest rate. Time deposits maturing in more than seven days will not be
purchased by a Portfolio, and time

-2-
<PAGE>

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 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).

Each Portfolio will not invest in any security issued by a commercial
bank unless (i) the bank has total assets of at least $1 billion, or the
equivalent in other currencies, (ii) in the case of U.S. banks, it is a member
of the Federal Deposit Insurance Corporation, and (iii) in the case of foreign
branches of U.S. banks, the security is, in the opinion of the Adviser, of an
investment quality comparable with other debt securities which may be purchased
by each Portfolio;

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct obligations of
the U.S. Government and differ mainly in interest rates, maturities and dates of
issue;

(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and Federal agencies. These include
securities issued by the Federal Home Loan Banks, Federal Land Bank, Farmers
Home Administration, Federal Farm Credit Banks, Federal Intermediate Credit
Bank, Federal National Mortgage Association, Federal Financing Bank, the
Tennessee Valley Authority, and others; and

(6) Repurchase agreements collateralized by securities listed above.

HEDGING STRATEGIES

Each Portfolio may engage in various portfolio strategies to hedge
against adverse movements in the equity, debt and currency markets. Each
Portfolio has authority to write

-3-
<PAGE>

(i.e., sell) covered put and call options on its portfolio securities, purchase
put and call options on securities and engage in transactions in stock index
options and stock index futures, and related options on such futures. Each of
these portfolio strategies is described below. Although certain risks are
involved in options and futures transactions, the Adviser believes that, because
the Portfolios will engage in options and futures transactions only for hedging
purposes, the options and futures portfolio strategies of a Portfolio will not
subject it to the risks frequently associated with the speculative use of
options and futures transactions. While each Portfolio's use of hedging
strategies is intended to reduce the volatility of the net asset value of
Portfolio shares, the Portfolios' net asset value will fluctuate. There can be
no assurance that a Portfolio's hedging transactions will be effective. Also,
the Portfolios may not necessarily be engaging in hedging activities when
movements in any particular equity, debt or currency market occur.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of the Portfolios may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolios may incur costs in connection
with conversions between various currencies. The Portfolios will conduct their
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and
no commissions are charged at any stage for such trades.

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Portfolio will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared, and
the date on which such payments are made or received.

Additionally, when either of the Portfolios anticipates that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, it may enter into a forward contract for a fixed amount
of dollars, to sell the amount of foreign currency approximating the value of
some or all of such Portfolio's securities denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
securities in foreign currencies will change as a consequence of market
movements in the value of these securities between the date on which the forward
contract is entered into and the date it matures. The projection of short-term
currency market movement is extremely difficult, and the successful execution of
a short-term hedging strategy is highly uncertain. From time to time, each
Portfolio may enter into forward contracts to protect the value of portfolio
securities and enhance Portfolio performance. The Portfolios will not enter
into such forward contracts or maintain a net exposure to such contracts where
the consummation of the contracts would obligate such Portfolio to deliver an
amount of foreign currency in excess of the value of such Portfolio securities
or other assets denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of each
Portfolio will thereby be served. Except when a Portfolio enters into a forward
contract for the purchase or sale of a security denominated in a foreign
currency, which requires no segregation, a forward contract which obligates the
Portfolio to buy or sell currency will generally require the Fund's Custodian to
hold an amount of that currency or liquid securities denominated in that
currency equal to the Portfolio's obligations, or to segregate liquid high grade
assets equal to the amount of the Portfolio's obligation. If the value of the
segregated assets declines, additional liquid assets will be segregated on a
daily basis so that the value of the segregated assets will be equal to the
amount of such Portfolio's commitments with respect to such contracts.

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<PAGE>

The Portfolios generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, a
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader obligating it to purchase, on the same
maturity date, the same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value
of a particular portfolio security at the expiration of the contract.
Accordingly, it may be necessary for a Portfolio to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency that
such Portfolio is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency.

If a Portfolio retains the portfolio security and engages in an
offsetting transaction, such Portfolio will incur a gain or loss (as described
below) to the extent that there has been movement in forward contract prices.
Should forward prices decline during the period between a Portfolio entering
into a forward contract for the sale of a foreign currency and the date it
enters into an offsetting contract for the purchase of the foreign currency,
such Portfolio will realize a gain to the extent that the price of the currency
it has agreed to sell exceeds the price of the currency it has agreed to
purchase. Should forward prices increase, such Portfolio would suffer a loss to
the extent that the price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.

Each of the Portfolios' dealings in forward foreign currency exchange
contracts will be limited to the transactions described above. Of course, the
Portfolios are not required to enter into such transactions with regard to their
foreign currency-denominated securities. It also should be realized that this
method of protecting the value of portfolio securities against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange which one can achieve
at some future point in time. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
at the same time, they tend to limit any potential gain which might result
should the value of such currency increase.

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FUTURES CONTRACTS

Each Portfolio may enter into futures contracts for the purposes of
hedging, remaining fully invested and reducing 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 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. Futures contracts are customarily purchased and sold on
margin that may range upward from less than 5% of the value of the contract
being traded. After a futures contract position is opened, the value of the
contract is marked to market daily. If the futures contract price changes to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required. Conversely, changes
in the contract value may reduce the required margin, resulting in a repayment
of excess margin to the contract holder. Variation margin payments are made to
and from the futures broker for as long as the contract remains open. The
Portfolios expect to earn interest income on their margin deposits.

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<PAGE>

use futures contracts with the expectation of realizing profits from a
fluctuation in interest rates. 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 hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of each Portfolio. Each Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contracts purchases will be "completed," that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control a Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a Portfolio will incur commission expenses in both
opening and closing out future 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 Portfolios will not enter into futures contract transactions to
the extent that, immediately thereafter, the sum of its initial margin deposits
on open contracts exceeds 5% of the market value of its total assets. In
addition, a Portfolio will not enter into futures contracts to the extent that
its outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

The Portfolios will minimize the risk that they 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, each Portfolio would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if a Portfolio
has insufficient cash, it may have to sell securities to meet daily

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<PAGE>

margin requirements at a time when it may be disadvantageous to do so. In
addition, a 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 a Portfolio's ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of the Portfolios are engaged in only for hedging purposes, the
Adviser does not believe that a Portfolio is subject to the risks of loss
frequently associated with futures transactions. A Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the
decline.

Utilization of futures transactions by a Portfolio does involve the
risk of imperfect or no correlation where the securities underlying the futures
contracts have different maturities than the Portfolio securities being hedged.
It is also possible that a Portfolio could lose money on futures contracts and
also experience a decline in value of portfolio securities. There is also the
risk of loss of margin deposits in the event of bankruptcy of a broker with whom
a Portfolio has an open position in a futures contract or related option.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no 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

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<PAGE>

positions and subjecting some futures traders to substantial losses.

OPTIONS

The Portfolios may purchase and sell put and call options on futures
contracts 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
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. In general, the market prices of options can be
expected to be more volatile than the market prices on the underlying futures
contract or securities.

WRITING COVERED OPTIONS

The principal reason for writing call options is to attempt to
realize, through the receipt of premiums, a greater return than would be
realized on the securities alone. By writing covered call options, each
Portfolio gives up the opportunity, while the option is in effect, to profit
from any price increase in the underlying security above the option exercise
price. In addition, each Portfolio's ability to sell the underlying security
will be limited while the option is in effect unless the Portfolio effects a
closing purchase transaction. A closing purchase transaction cancels out the
Portfolio's position as the writer of an option by means of an offsetting
purchase of an identical option prior to the expiration of the option it has
written. Covered call options serve as a partial hedge against the price of the
underlying security declining.

Each Portfolio writes only covered put options, which means that so
long as a Portfolio is obligated as the writer of the option it will, through
its custodian, have deposited and maintained cash securities denominated in U.S.
dollars or non-U.S. currencies with a securities depository with a value equal
to or greater than the exercise price of the underlying securities. By writing
a put, a Portfolio will be obligated to purchase the underlying security at a
price that may be higher than the market value of that security at the time of
exercise for as long as the option is outstanding. Each Portfolio may engage in
closing transactions in order to terminate put options that it has written.

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<PAGE>

PURCHASING OPTIONS

The amount of any appreciation in the value of the underlying security
will be partially offset by the amount of the premium paid for the put option
and any related transaction costs. Prior to its expiration, a put option may be
sold in a closing sale transaction and profit or loss from the sale will depend
on whether the amount received is more or less than the premium paid for the put
option plus the related transaction costs. A closing sale transaction cancels
out a Portfolio's position as the purchaser of an option by means of an
offsetting sale of an identical option prior to the expiration of the option it
has purchased. In certain circumstances, a Portfolio may purchase call options
on securities held in its investment portfolio on which it has written call
options or on securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES

The Portfolios may purchase and write options on foreign currencies
for hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against
such diminution in the value of portfolio securities, a Portfolio may purchase
put options on the foreign currency. If the value of the currency does decline,
the Portfolio will have the right to sell such currency for a fixed amount in
dollars and will thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Portfolio may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to a Portfolio deriving from purchases of foreign currency
options will be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in the direction
or to the extent anticipated, a Portfolio could sustain losses on transaction in
foreign currency options which would require it to forego a portion or all of
the benefits of advantageous changes in such rates.

Each Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, where a

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Portfolio anticipates a decline in the dollar value of foreign currency
denominated securities due to adverse fluctuations in exchange rates it could,
instead of purchasing a put option, write a call option on the relevant
currency. If the anticipated decline occurs, the option will most likely not be
exercised, and the diminution in value of portfolio securities will be offset by
the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may be
exercised and the Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on foreign currencies, a Portfolio also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.

Each Portfolio intends to write covered call options on foreign
currencies. A call option written on a foreign currency by a Portfolio is
"covered" if the Portfolio owns the underlying foreign currency covered by the
call or has an absolute and immediate right to acquire that foreign currency
without additional cash consideration (or for additional cash consideration held
in a segregated account by the Custodian) upon conversion or exchange of other
foreign currency held in its portfolio. A call option is also covered if a
Portfolio has a call on the same foreign currency and in the same principal
amount as the call written where the exercise price of the call held (a) is
equal to or less than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is maintained by
the Portfolio in cash or liquid debt securities in a segregated account with the
Custodian.

Each Portfolio also intends to write call options on foreign
currencies that are not covered for cross-hedging purposes. A call option on a
foreign currency is for cross-hedging purposes if it is not covered, but is
designed to provide a hedge against a decline in the U.S. dollar value of a
security which a Portfolio owns or has the right to acquire and which is
denominated in the currency underlying the option due to an adverse change in
the exchange rate. In such circumstances, a Portfolio collateralizes the option
by maintaining in a

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<PAGE>

segregated account with the Custodian, cash or liquid securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES

Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges,
such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment,
many of the protections afforded to exchange participants will not be available.
For example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges
are within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting a Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.

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<PAGE>

traded options of foreign currencies involve certain risks not presented by the
over-the- counter market. For example, exercise and settlement of such options
must be made exclusively through the OCC, which has established banking
relationships in applicable foreign countries for this purpose. As a result, the
OCC may, if it determines that foreign governmental restrictions or taxes would
prevent the orderly settlement of foreign currency option exercises, or would
result in undue burdens on the OCC or its clearing member, impose special
procedures on exercise and settlement, such as technical changes in the
mechanics of delivery of currency, the fixing of dollar settlement prices or
prohibitions on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or 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 a 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 FORWARD CURRENCY AND FUTURES CONTRACTS

Except for transactions the Portfolios have identified as hedging
transactions, each Portfolio is required for federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
forward currency and regulated futures contracts as of the end of each taxable
year as well as those actually realized during the year. In most cases, any
such gain or loss recognized with respect to a regulated 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. Realized
gain or loss attributable to a foreign currency forward contract is treated as
100% ordinary income. Furthermore, foreign currency futures contracts which are
intended to hedge against a change in the value of securities held by a
Portfolio may affect the holding period of such securities and, consequently,
the nature of the gain or loss on such securities upon disposition.

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<PAGE>

must be derived from certain qualifying income, i.e., dividends, interest,
income derived from loans of securities and gains from the sale or other
disposition of stock, securities or foreign currencies, or other related income,
including gains from options, futures and forward contracts, derived with
respect to its business investing in stock, securities or currencies. Any net
gain realized from the closing out of futures contracts will, therefore,
generally be qualifying income for purposes of the 90% requirement.

Each 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 taxable year) on
futures transactions. Such distribution will be combined with distributions of
capital gains realized on a Portfolio's other investments, and shareholders will
be advised on the nature of the payment.

SWAP CONTRACTS

Each Portfolio may enter into Swap Contracts. A swap is an agreement
to exchange the return generated by one instrument for the return generated by
another instrument. The payment streams are calculated by reference to a
specified index and agreed upon notional amount. The term "specified index"
includes fixed interest rates, total return on interest rate indices, fixed
income indices, and stock indices (as well as amounts derived from arithmetic
operations on these indices). For example, a Portfolio may agree to swap the
return generated by a fixed-income index for the return generated by a second
fixed-income index.

The Portfolios will usually enter into swaps on a net basis, i.e., the
two payment streams are netted out in a cash settlement on the payment date or
dates specified in the instrument, with a Portfolio receiving or paying, as the
case may be, only the net amount of the two payments. A Portfolio's obligations
under a swap agreement will be accrued daily (offset against any amounts owing
to the Portfolio) and any accrued but unpaid net amounts owed to a swap
counterparty will be covered by the maintenance of a segregated account
consisting of cash or liquid securities to avoid any potential leveraging of the
Portfolio. Since swaps will be entered into for good faith hedging purposes,
the Adviser and the Fund believe such obligations do not constitute "senior
securities" under the Investment Company Act of 1940 and, accordingly, will not
treat them as being subject to its borrowing restrictions.

Swaps do not involve the delivery of securities, other underlying
assets, or principal. Accordingly, the risk of loss with respect to swaps is
limited to the net amount of payments

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<PAGE>

that a Portfolio is contractually obligated to make. If the other party to a
swap defaults, a Portfolio's risk of loss consists of the net amount of interest
payments that a Portfolio is contractually entitled to receive. If there is a
default by the counterparty, the Portfolios may have contractual remedies
pursuant to the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid.

The use of swaps may involve investment techniques and risks different
from those associated with other portfolio transactions. If the Adviser is
incorrect in its forecast of market values, interest rates and other applicable
factors, the investment performance of the Portfolio would diminish compared to
what it would have been if this investment technique was never used.

PORTFOLIO TURNOVER

The portfolio turnover rate described in the Prospectus is calculated
by dividing the lesser of purchases or sales of portfolio securities for the
year by the monthly average of the value of the portfolio securities. The
calculation excludes all securities, including options, whose maturities at the
time of acquisition were one year or less. Portfolio turnover may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of shares. See "Financial Highlights" in
the Prospectus for the historical portfolio turnover rates with respect to the
Emerging Markets and International Equity Portfolios.

PURCHASE AND REDEMPTION OF SHARES

Shares of each Portfolio may be purchased without a sales commission
at the net asset value per share next determined after an order is received in
proper form by the Fund, and payment is received by the Fund's Custodian. The
minimum initial investment required for each Portfolio is $100,000 with certain
exceptions as may be determined from time to time by the officers of the Fund.
The minimum for subsequent investments is $1,000. An order received in proper
form prior to the close of regular trading on the New York Stock Exchange
("Exchange") (generally 4:00 p.m. Eastern Time) will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the close of the Exchange will be executed at the price computed on the
next day the Exchange is open after proper receipt. The Exchange will be closed
on the following days:

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Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day;
Thanksgiving Day; Christmas Day; New Year's Day and Dr. Martin Luther King, Jr.
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
judgment 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 either the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commission,
(2) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for a Portfolio
to dispose of securities owned by it or to fairly determine the value of its
assets, and (3) for such other periods as the Commission may permit. The Fund
has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in investment securities or in cash as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Portfolio. If redemptions
are paid in investment securities, such securities will be valued as set forth
in the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

A one percent redemption fee is charged on shares held less than 90
days. No other charge is made by the Portfolios for redemptions. Any
redemption may be more or less than the shareholder's initial cost depending on
the market value of the securities held by the Portfolios.

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<PAGE>

shareowner(s) or the registered address, or (2) share transfer requests. The
purpose of signature guarantees is to verify the identity of the party who has
authorized a redemption.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institution
is available from CGFSC. Broker-dealers guaranteeing signatures must be a
member of a clearing corporation or maintain net capital of at least $100,000.
Credit unions must be authorized to issue signature guarantees. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program.

The signature guarantee must appear either: (1) on the written request
for redemption; (2) on a separate instrument for assignment ("stock power")
which should specify the total number of shares to be redeemed; or (3) on all
stock certificates tendered for redemption and, if shares held by the Fund are
also being redeemed, on the letter or stock power.

VALUATION OF SHARES

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted equity securities and listed
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 securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is based
upon the bid price of the foreign currency against U.S. dollars quoted by any
major bank or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost, when the
Board of Directors determines that it reflects fair value.

The value of other assets and securities for which no quotations are
readily available (including restricted

-18-
<PAGE>

securities) is determined in good faith at fair value using methods determined
by the Fund's Board of Directors.

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of each Acadian Portfolio may be exchanged
for Institutional Class Shares of the other Acadian Portfolio. In addition,
Institutional Class Shares of each Acadian Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds which
is comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of
the UAM Funds -- Institutional Class Shares at the end of the Prospectus.)
Exchange requests should be made by calling the Fund (1-800-638-7983) or by
writing to UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services
Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only
available with respect to Portfolios that are qualified for sale in the
shareholder's state of residence.

Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind.
Before making an exchange into a Portfolio, a shareholder should read its
Prospectus and consider the investment objectives of the Portfolio to be
purchased. You may obtain a Prospectus for the Portfolio(s) you are interested
in by calling the UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading on the Exchange will be processed on the next
business day. 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 Fund's Board of Directors to assure that such
exchanges do not disadvantage the Fund and its shareholders.

For federal income tax purposes an exchange between Funds is a taxable
event, and, accordingly, a capital gain or

-19-
<PAGE>

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
Prospectus. 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 that Portfolio. Except for the numbered investment limitations
noted as fundamental below, however, the limitations described below are not
fundamental, and may be changed without the consent of shareholders. 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 the Portfolio's acquisition of such security or other asset.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with the Portfolio's investment limitations.

As a matter of fundamental policy, each Portfolio will not:

(1) invest in physical commodities or contracts on physical commodities;

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may purchase and
sell securities which are secured by interests in real estate;

-20-
<PAGE>

(3) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and policies, or entering into repurchase
agreements, subject to the limitation described in (f) below and (ii)
by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder;

(4) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer (this restriction
is not applicable to the Acadian Emerging Markets Portfolio);

(5) with respect to 75% of its assets, invest more than 5% of its total
assets at the time of purchase in securities of any single issuer
(other than obligations issued or guaranteed as to principal and
interest by the government of the U.S. or any agency or
instrumentality thereof) (this restriction is not applicable to the
Acadian Emerging Markets Portfolio);

(6) borrow money, except (i) from banks and as a temporary measure for
extraordinary or emergency purposes or (ii) except in connection with
reverse repurchase agreements provided that (i) and (ii) in
combination do not exceed 33/1//\\3\\% of the Portfolio's total assets
(including the amount borrowed) less liabilities (exclusive of
borrowings);

(7) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of a
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities or instruments
issued by U.S. banks when a Portfolio adopts a temporary defensive
position;

(8) underwrite the securities of other issuer; and

(9) 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 options, futures or repurchase transactions.

As a matter of non-fundamental policy, each Portfolio will not:

-21-
<PAGE>

(a) invest in stock or bond futures and/or options on futures unless (i)
not more than 5% of the Portfolio's assets are required as deposit to
secure obligations under such futures and/or options on futures
contracts provided, however, that in the case of an option that is in-
the-money at the time of purchase, the in-the-money amount may be
excluded in computing such 5% and (ii) not more than 20% of the
Portfolio's assets are invested in stock or bond futures and options;

(b) purchase on margin or sell short except as specified in (a) above;

(d) 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;

(e) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;

(f) invest more than an aggregate of 15% of the assets of the Portfolio,
determined at the time of investment, in securities subject to legal
or contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;

(g) invest for the purpose of exercising control over management of any
company;

(h) (with respect to the Acadian Emerging Markets Portfolio) purchase the
securities of any issuer (other than obligations issued or guaranteed
by the U.S. government or its agencies or instrumentalities) if, as a
result, with respect to 50% of its total assets, more than 5% of the
value of its total assets would be invested in the securities of any
single issuer, or it would hold more than 10% of the outstanding
voting securities of such issuer, or with respect to the remaining 50%
of its total assets, more than 25% of the value of its total assets
would be invested in the securities of any single issuer; and

-22-
<PAGE>

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, their addresses and dates of birth, and a brief
statement of their present positions and principal occupations during the past
five years.

<TABLE>
<C> <S>
John T. Bennett, Jr. Director of the Fund; President of
College Road-RFD 3 Squam Investment Management Company,
Meredith, NH 03253 Inc. and Great Island Investment
1/26/29 Company, Inc.; President of Bennett
Management Company from 1988 to
1993.

Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street For Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

Philip D. English Director of the Fund; President and
16 West Madison Street Chief Executive Officer of
Baltimore, MD 21201 Broventure Company, Inc.; Chairman
8/5/48 of the Board of Chektec Corporation
and Cyber Scientific, Inc.

William A. Humenuk Director of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm
1717 Arch Street Dechert Price & Rhoads; Director,
Philadelphia, PA 19103 Hofler Corp.
4/21/42

Norton H. Reamer* Director, President and Chairman of
One International Place the Fund; President, Chief Executive
Boston, MA 02110 Officer and a Director of United
3/21/35 Asset Management Corporation;
Director, Partner or Trustee of each
of the Investment Companies of the
Eaton Vance Group of Mutual Funds.

Charles H. Salisbury, Director of the Fund; Executive Vice
Jr.* President of United Asset Management
One International Place Corporation; formerly an executive
Boston, MA 02110 officer and Director of T. Rowe
8/24/40 Price and President and Chief
Investment Officer of T. Rowe Price
Trust Company.
</TABLE>

-23-
<PAGE>

<TABLE>
<S> <C>
Peter M. Whitman, Jr.* Director of the Fund; President and
One Financial Center Chief Investment Officer of Dewey
Boston, MA 02111 Square Investors Corporation since
7/1/43 1988; Director and Chief Executive
Officer of H.T. Investors, Inc.,
formerly a subsidiary of Dewey
Square.

William H. Park Vice President of the Fund;
One International Place Executive Vice President and Chief
Boston, MA 02110 Financial Officer of United Asset
9/19/47 Management Corporation.

Gary L. French Treasurer of the Fund; President of
211 Congress Street UAM Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc.; Vice President
7/4/51 of Operations, Development and
Control of Fidelity Investments in
1995; Treasurer of the Fidelity
Group of Mutual Funds from 1991 to
1995.

Robert R. Flaherty Assistant Treasurer of the Fund;
211 Congress Street Vice President of UAM Fund Services,
Boston, MA 02110 Inc., former Manager of Fund
9/18/63 Administration and Compliance of
Chase Global Fund Services Company
from 1995 to 1996; Senior Manager of
Deloitte & Touche LLP from 1985 to
1995.

Gordon M. Shone Assistant Treasurer of the Fund;
73 Tremont Street Vice President of Fund
Boston, MA 02108 Administration and Compliance of
7/30/56 Chase Global Funds Services Company;
formerly Senior Audit Manager of
Coopers & Lybrand LLP from 1983 to
1993.

Michael DeFao Secretary of the Fund; Vice
211 Congress Street President and General Counsel of UAM
Boston, MA 02110 Fund Services, Inc. and UAM Fund
2/28/68 Distributors, Inc.; Associate
Attorney of Ropes & Gray (a law
firm) from 1993 to 1995.

Karl O. Hartmann Assistant Secretary of the Fund;
73 Tremont Street Senior Vice President and General
Boston, MA 02108 Counsel of Chase Global Funds
3/7/55 Services Company.
</TABLE>

-24-
<PAGE>

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued as Annual from
Compensation Part of Benefits Registrant
Name of Person, from Fund Upon and Fund
Position Registrant Expenses Retirement Complex
- -------- ---------- -------- ---------- -------
<S> <C> <C> <C> <C>
John T. Bennett, $26,791 0 0 $32,750
Jr.
Director...........
Nancy J. Dunn $ 6,774 0 0 $ 8,300
Director...........
Philip D. English $26,791 0 0 $32,750
Director...........
William A. Humenuk $26,791 0 0 $32,750
Director...........
</TABLE>

-25-
<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record 5% or more of the shares of a Portfolio:

Acadian Emerging Markets Portfolio: UNISYS, Attn: Gary Biscoll,
Township Line & Union Meeting Road, P.O. Box 500, Blue Bell, PA, 60.4%; RJR
Nabisco Inc., Defined Benefit Master Trust, 301 North Main Street, Winston
Salem, NC, 10.2% and Charles Schwab & Co. Inc., FBO Customers-Reinvest Account,
Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA, 9.3%*.

Acadian International Equity Portfolio: Bankers Trust Company,
Trustee, FBO Premark International Master Pension Trust, 34 Exchange Pl 4th
Floor, Jersey City, NJ, 69.1%*; Bankers Trust Company, Trustee, Tupperware Corp.
RSP, 34 Exchange Place MS 3048, Jersey City, NJ, 15.4% and Bankers Trust
Company, Trustee, FBO Tupperware Corp. Base Retirement Trust, 34 Exchange Place,
4th Floor, Jersey City, NJ, 5.5%*.

The persons or organizations listed above as owning 25% or more of the
outstanding shares of a Portfolio may be presumed to "control" (as that term is
defined in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the shares of the
Portfolio on any matter requiring the approval of shareholders of such
Portfolio.

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Acadian Asset Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue
to operate under their own firm name, with their

-26-
<PAGE>

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.

SERVICES PERFORMED BY ADVISER

Pursuant to an Investment Advisory Agreement ("Agreement") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreement, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreement, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, or to any shareholder of the Fund, for any error of judgment, mistake of
law or any other act or omission in the course of, or connected with, rendering
services under the Agreement.

Unless sooner terminated, the Agreement 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 the 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 Portfolios. The Agreement
may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days written notice to the Adviser. The Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days written
notice to the Fund. The Agreement will automatically and immediately terminate
in the event of its assignment.

PHILOSOPHY AND STYLE

The Adviser's investment philosophy follows a rigorous, proven
approach which it calls Enhanced Value Investing. The Adviser believes that
over the long term, empirical evidence

-27-
<PAGE>

shows that value investing results in superior returns. The Adviser enhances the
efficacy of time-proven fundamental value measures by incorporating a number of
growth-related factors, such as price momentum and trends in analysts' earnings
estimates, to target undervalued companies that also have strong prospects for
future outperformance. The Adviser's approach is implemented via a highly
disciplined and structured process, which utilizes proprietary sophisticated
technology and a multi-factor model for investment decision-making. The Adviser
maintains 25 years of proprietary data on over 16,000 securities and 40
countries. From over a decade of detailed statistical analysis of this data, the
Adviser has isolated the investment factors it believes are most likely to lead
to superior investment returns. In the Adviser's unique process, these factors
are weighted and combined on a market-by-market basis to identify the most
attractive securities in each market.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included USAir, Inc., E.I. DuPont
de Nemours Co., Inc., Fluor Corporation, RJR Nabisco and SEI Investment
Management.

In compiling this client list, the Adviser used objective criteria
such as account size, geographic location and client classification. The
Adviser did not use any performance based criteria. It is not known whether
these clients approve or disapprove of the Adviser or the advisory services
provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Agreement, the Portfolios pay the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rates to
each of the Portfolio's average daily net assets for the month:

Rate

Acadian Emerging Markets Portfolio............. 1.00%

Acadian International Equity Portfolio......... 0.75%

for the first $50 million in average daily net assets, 0.65% for the next $50
million of average daily net assets, 0.50% for the next $100 million of average
daily net assets and 0.40% of the average daily net assets in excess of $200
million.

For the fiscal year ended October 31, 1995, the Acadian Emerging
Markets Portfolio and Acadian International

-28-
<PAGE>

Equity Portfolio paid advisory fees of approximately $112,000 and $0,
respectively. During this period, the Adviser voluntarily waived advisory fees
of approximately $74,000 for the Acadian Emerging Markets Portfolio and $18,000
for the Acadian International Equity Portfolio. For the fiscal year ended
October 31, 1996, the Acadian Emerging Markets and International Equity
Portfolios paid advisory fees of $551,585 and $0, respectively. During the same
period, the Adviser voluntarily waived advisory fees of $0 and $90,328 for the
Emerging Markets and International Equity Portfolios, respectively. For the
Fiscal Year ended October 31, 1997, the Acadian Emerging Markets Portfolio and
the Acadian International Equity Portfolio paid advisory fees of approximately
$862,391 and $2,162, respectively. During this period, the Adviser voluntarily
waived fees of approximately $143,747 for the International Equity Portfolio.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, the Portfolios may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or principal business on the basis of sales of shares which may be made through
broker-dealer firms. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolios for their clients. During the
fiscal years ended October 31, 1995, 1996 and 1997, the Acadian Emerging Markets
Portfolio paid brokerage commissions of approximately $151,912, $181,022 and
$184,776, respectively; and the Acadian International Equity Portfolio paid
brokerage commissions of approximately $870, $10,789 and $12,521, 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.

-29-
<PAGE>

ADMINISTRATIVE SERVICES

The Board of Directors of the Fund approved a Fund Administration
Agreement, effective April 15, 1996, ("Fund Administration Agreement") between
UAM Fund Services, Inc., a wholly owned subsidiary of UAM, and the Fund.
Pursuant to the terms of the Fund Administration Agreement, UAMFSI manages,
administers and conducts the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Fund Administration Agreement.

UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, pursuant
to a Mutual Fund Service Agreement between UAMFSI and CGFSC (collectively, with
the Fund Administration Agreement between UAMFSI and the Fund, the
"Agreements").

Pursuant to the terms of the Agreements, each Portfolio pays UAMFSI a
two part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and
a sub-administration fee which UAMFSI in turn pays to CGFSC. The following
portfolio-specific fees are calculated from the aggregate net assets of each
Portfolio:
<TABLE>
<CAPTION>
Annual Rate
<S> <C>
Emerging Markets Portfolio ............ 0.06%
International Equity Portfolio ........ 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized
basis as follows:

0.19 of 1% of the first $200 million of combined Fund net assets;

0.11 of 1% of the next $800 million of combined Fund net assets;

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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

-30-
<PAGE>

class of shares is added to a Portfolio, its minimum annual fee increases by
$20,000.

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 period prior to April 15, 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, 1995, 1996 and 1997
administrative services fees paid to the Administrator by the Acadian Emerging
Markets Portfolio totaled $71,000, $105,671 and $140,787, respectively,
administrative fees paid by the Acadian International Equity Portfolio totaled
$77,000, $93,183 and $104,459, respectively. Of the fees paid in the fiscal
years ended October 31, 1996 and 1997, Acadian Emerging Markets Portfolio paid
$83,905 and $89,053 to CGFSC and $21,766 and $51,734 to UAMFSI, and Acadian
International Equity Portfolio paid $87,678 and $92,787 to CGFSC and $5,505 and
$11,672 to UAMFSI, respectively.

UAMFSI will bear all expenses in connection with the performance of
its services under the Fund Administration Agreement. Other expenses to be
incurred in the operation of the Fund will be borne by the Fund or other
parties, including taxes, interest, brokerage fees and commissions, if any,
salaries and fees of officers and members of the Board who are not officers,
directors, shareholders or employees of UAMFSI, or the Fund's investment adviser
or distributor, SEC fees and state Blue Sky fees, EDGAR filing fees, processing
services and related fees, advisory and administration fees, charges and
expenses of pricing and data services, independent public accountants and
custodians, insurance premiums including fidelity bond premiums, outside legal
expenses, costs of maintenance of corporate existence, typesetting and printing
of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
expenses, and any extraordinary expenses and other customary Fund expenses.

-31-
<PAGE>

Unless sooner terminated, the Fund Administration Agreement shall
continue in effect from year to year provided such continuance is specifically
approved at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.

UAMFSI will from time to time employ or associate with such person or
persons as may be fit to assist them in the performance of the Agreement. Such
person or persons may be officers and employees who are employed by both UAMFSI
and the Fund. The compensation of such person or persons for such employment
shall be paid by UAMFSI and no obligation will be incurred by or on behalf of
the Fund in such respect.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the Emerging Markets
Portfolio and International Equity Portfolio paid the Service Provider $76 and
$521, respectively, in fees pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves
as the Funds distributor. Shares of the Fund are offered continuously. While
the Distributor will use its best

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<PAGE>

efforts to sell shares of the Fund, it is not obligated to sell any particular
amount of shares.

The Distributor received no compensation for its services directly or
indirectly from any of the Portfolios during the Fund's fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

Each Portfolio may from time to time quote various performance figures
to illustrate past performance. Performance quotations by investment companies
are subject to rules adopted by the Commission, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the
Commission. Current yield and average annual compounded total return quotations
used by the Fund are based on the standardized methods of computing performance
mandated by the Commission. An explanation of those and other methods used to
compute or express performance follows.

TOTAL RETURN

The average annual total return of the 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. The average annual total
rates of returns for the Acadian Portfolios from inception and for the one year
period ended on the date of the Financial Statements included herein, are as
follows:

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<PAGE>

Since
Inception
One Year Through Year
Ended Ended
October 31, October 31, Inception
1997 1997 Date
-------------- -------------- ----------
<S> <C> <C> <C>
Acadian International Equity
Portfolio......................... 0.25% 7.39% 3/29/93

Acadian Emerging Markets
Portfolio......................... (5.71)% 3.37% 6/17/93

</TABLE>

These figures were 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).

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.

-34-
<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 Board of Directors has
classified additional classes of shares in each Portfolio, known as
Institutional Service Shares and Advisor Shares. As of the date of this
Statement of Additional Information, no Institutional Services Shares or Adviser
shares of these Portfolios have been offered by the Fund.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of each
Portfolio's net investment income, if any, together with any net realized
capital gains in the amount and at the times that will avoid both income
(including capital gains) taxes on it and the imposition of the federal excise
tax on undistributed income and capital gains. (See discussion under
"Dividends, Capital Gains Distributions and Taxes" in the Prospectus.) The
amounts of any income dividends or capital gains distributions cannot be
predicted.

Any dividend or distribution paid shortly after the purchase of shares
of a Portfolio by an investor may have the effect of reducing the per share net
asset value of such Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the Prospectus.

-35-
<PAGE>

days prior to the record date that either the Income Option (income dividends in
cash and capital gains distributions in additional shares at net asset value) or
the Cash Option (both income dividends and capital gains distributions in cash)
has been elected. An account statement is sent to shareholders whenever an
income dividend or capital gains distribution is paid.

Each Portfolio of the Fund will be treated as a separate entity (and
hence as a separate "regulated investment company") for federal tax purposes.
Any net capital gains recognized by a Portfolio will be distributed to its
investors without need to offset (for federal income tax purposes) such gains
against any net capital losses of another Portfolio.

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.

Each Portfolio will distribute to shareholders annually any net
capital gains which have been recognized for Federal income tax purposes.
Shareholders will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) for the Acadian
Portfolios for the fiscal year ended October 31, 1997, which appear in the
Portfolios' 1997 Annual Report to Shareholders, and the report thereon of Price
Waterhouse LLP, independent accountants, also appearing therein, are attached to
this Statement of Additional Information.

-36-
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF RATINGS FOR CORPORATE BONDS

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."

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 the class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal

A-1
<PAGE>

payments or 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 many real investment standing.

Standard & Poor's Ratings Services 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.

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 the are somewhat more susceptible to the adverse effects of
changes in circumstances and economic condition that bonds in higher rated
categories.

BBB -- Debt rated BBB is regarded as having an adequate 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.

A-2
<PAGE>

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of
securities which are issued or guaranteed by the United States Government, and
by various instrumentalities which have been established or sponsored by the
United States Government.

U.S. Treasury securities are backed by the "full faith and credit" of
the United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

In the case of securities not backed by the full faith and credit of
the United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the 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 United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under Government supervision, but their debt securities are backed
only by the creditworthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee
securities include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.

III. DESCRIPTION OF COMMERCIAL PAPER

Each Portfolio may invest in commercial paper (including variable
amount master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's. Commercial

A-3
<PAGE>

paper refers to short-term, unsecured promissory notes issued by corporations to
finance short-term credit needs. Commercial paper is usually sold on a discount
basis and has a maturity at the time of issuance not exceeding nine months.
Variable amount master demand notes are demand obligations that permit the
investment of fluctuating amounts at varying market rates of interest pursuant
to arrangement between the issuer and a commercial bank acting as agent for the
payees of such notes whereby both parties have the right to vary the amount of
the outstanding indebtedness on the notes. As variable amount master demand
notes are direct lending arrangements between a lender and a borrower, it is not
generally contemplated that such instruments will be traded, and there is no
secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest, at
any time. In connection with the Portfolio's investment in variable amount
master demand notes, the Adviser's investment management staff will monitor, on
an ongoing basis, the earning power, cash flow and other liquidity ratios of the
issuer and the borrower's ability to pay principal and interest on demand.

Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating 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 issuer of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.

IV. DESCRIPTION OF BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term

A-4
<PAGE>

obligations of commercial banks. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. As a result
of these adjustments, the interest rate on these obligations may increase or
decrease periodically. Frequently, dealers selling variable rate certificates of
deposit to the Portfolio will agree to repurchase such instruments, at the
Portfolio's option, at par on or near the coupon dates. The dealers' obligations
to repurchase these instruments are subject to conditions imposed by various
dealers. Such conditions typically are the continued credit standing of the
issuer and the existence of reasonably orderly market conditions. The Portfolio
is also able to sell variable rate certificates of deposit in the secondary
market. Variable rate certificates of deposit normally carry a higher interest
rate than comparable fixed rate certificates of deposit. A 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. The borrower is liable for payment as well as the
bank which unconditionally guarantees to pay the draft at its face amount on the
maturity date. Most acceptances have maturities of six months or less and are
traded in the secondary markets prior to maturity.

V. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies
involves certain special considerations which are not typically associated with
investing in U.S. companies. Since the securities of foreign companies are
frequently denominated in foreign currencies, the Fund's Portfolios may be
affected favorably or unfavorably by changes in currency rates and in exchange
control regulations, and may incur costs in connection with conversions between
various currencies.

As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

A-5
<PAGE>

Although the Fund will endeavor to achieve the most favorable
execution costs in its Portfolio transactions, fixed commissions on many foreign
stock exchanges are generally higher than negotiated commissions on U.S.
exchanges.

Certain foreign governments levy withholding taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recoverable portion of foreign withholding taxes will
reduce the income received from the companies comprising the Fund's Portfolios.
However, these foreign withholding taxes are not expected to have a significant
impact.

A-6
<PAGE>

APPENDIX B - COMPARISONS

(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 dividends.

(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices -- represents the
return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.

(e) 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 reinvestments of all
distributions, exclusive of any applicable sales charges.

(f) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.

(g) 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.

(h) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

B-1
<PAGE>

(i) 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.

(j) The Salomon-Russell Broad Market Index (BMI) -- measures the
performance of approximately 4,500 institutionally investable equity
securities in 23 worldwide local markets whose combined total
available market capitalization exceeds $106 million. The BMI is
split into two major components. The Primary Market Index defines the
large stock universe, representing the top 80% of the available
capital of the BMI in each country. The Extended Market Index
represents the remaining 20% of the available capital that defines the
small stock universe.

(k) IFC Investable Index - an unmanaged emerging markets index maintained
by the International Finance Corporation. The index consists of 890
companies in 25 emerging equity markets and is designed to measure
more precisely the returns portfolio managers might receive from
investment in emerging markets equity securities by focusing on
companies and markets that are legally and practically accessible to
foreign investors.

(l) Morgan Stanley Capital International Emerging Market Indices --
represent the local industry composition in emerging market countries.
The indices aim to cover 60% of the available total market
capitalization of each local market and currently include returns on
13 emerging equity markets.

(m) The Morgan Stanley Capital International Europe 13 Index -- is an
unmanaged index composed of the securities listed on the stock
exchanges of the following countries: Australia, Belgium, Denmark,
Finland, France, Germany, Italy, the Netherlands, Norway, Spain,
Sweden, Switzerland and the United Kingdom.

(n) 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.

(o) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

B-2
<PAGE>

(p) 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.

(q) 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.

(r) 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.

(s) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.

(t) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan Companies; Salomon Brothers; Merrill
Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg
L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------
C & B PORTFOLIOS
- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the C
& B Portfolios dated January 22, 1998. To obtain a Prospectus, please call the
UAM Funds Service Center: 1-800-638-7983

TABLE OF CONTENTS
<TABLE>

<S> <C>
INVESTMENT OBJECTIVES AND POLICIES....................................... 2

PURCHASE AND REDEMPTION OF SHARES........................................ 8

VALUATION OF SHARES...................................................... 9

SHAREHOLDER SERVICES..................................................... 10

INVESTMENT LIMITATIONS................................................... 11

MANAGEMENT OF THE FUND................................................... 14

INVESTMENT ADVISER....................................................... 18

PORTFOLIO TRANSACTIONS................................................... 20

ADMINISTRATIVE SERVICES.................................................. 21

CUSTODIAN................................................................ 23

INDEPENDENT ACCOUNTANTS.................................................. 24

DISTRIBUTOR.............................................................. 24

PERFORMANCE CALCULATIONS................................................. 24

GENERAL INFORMATION...................................................... 26

FINANCIAL STATEMENTS..................................................... 28

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS....................... 1

APPENDIX B - COMPARISONS................................................. 1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies of
the C & B Equity, C & B Balanced, C & B Equity Portfolio for Taxable Investors
and C & B Mid Cap Equity Portfolios (the "Portfolios") as set forth in the C & B
Portfolios' Prospectus.

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 United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which any include the Portfolio investing any
cash collateral in interest bearing short-term investments). A Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral for the loan) at fair market value would
be committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed in the Prospectus.

SHORT TERM INVESTMENTS

-2-
<PAGE>

maturing from two business days through seven calendar days will not exceed 10%
of the total assets of a Portfolio.

Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods).

Each Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased by each
Portfolio;

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable
quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(4) U.S. Government obligations including bills, notes, bonds and other
debt securities issued by the U.S. Treasury. These are direct obligations of the
U.S. Government and differ mainly in interest rates, maturities and dates of
issue;

(6) Repurchase agreements collateralized by securities listed above.

FUTURES CONTRACTS

In order to remain fully invested and to reduce transactions costs, the
Balanced Portfolio may invest in stock and bond futures and options and interest
rate futures contracts

-3-
<PAGE>

and the Equity, Equity Portfolio for Taxable Investors and Mid Cap Portfolios
may invest in stock futures and options. Futures contracts provide for the
future sale by one party and purchase by another party of a specified amount of
a specific security at a specified future time and at a specified price. Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges. Futures exchanges and
trading are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission ("CFTC"), a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously "sold" or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract is bought or sold.

Futures traders are required to make a good faith margin deposit in cash or
government securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked
to market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required. Conversely, changes in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Fund expects to earn
interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures market primarily to offset unfavorable
changes in the value of securities otherwise held for investment purposes or
expected to be acquired by them. Speculators are less inclined to own the
securities underlying the futures contracts which they trade, and use futures
contracts with the expectation of realizing profits

-4-
<PAGE>

from a fluctuation in interest rates. Each Portfolio intends to use futures
contracts only for hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of a Portfolio. A Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contract purchases will be "completed"; that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures contracts
could be used to control a Portfolio's exposure to market fluctuations, the use
of futures contracts may be a more effective means of hedging this exposure.
While a Portfolio will incur commission expenses in both opening and closing out
futures positions, these costs are lower than transaction costs incurred in the
purchase and sale of the underlying securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

A Portfolio will not enter into futures contract transactions to the extent
that, immediately thereafter, the sum of its initial margin deposits on open
contracts exceeds 5% of the market value of its total assets. In addition, a
Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

A Portfolio will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specified time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements, a
Portfolio would continue to be required to make daily cash payments to maintain
its required margin. In such situations, if the Portfolio has insufficient cash,
it may have to sell Portfolio securities to meet daily margin requirements at a
time when it may be disadvantageous to

-5-
<PAGE>

do so. In addition, the Portfolio may be required to make delivery of the
instruments underlying futures contracts it holds. The inability to close
options and futures positions also could have an adverse impact on the
Portfolio's ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Portfolio are engaged in only for hedging purposes, the
Adviser does not believe that the Portfolios are subject to the risks of loss
frequently associated with futures transactions. A Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.

Utilization of futures transactions by a Portfolio does involve the risk of
imperfect or no correlation where the securities underlying futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible that the Portfolio could lose money on futures contracts and also
experience a decline in value of Portfolio securities. There is also the risk of
loss by the Portfolio of margin deposits in the event of bankruptcy of a broker
with whom the Portfolio has an open position in a futures contract or related
option.

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

-6-
<PAGE>

positions and subjecting some futures traders to substantial losses.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions a Portfolio has identified as hedging transactions,
the Portfolio is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on regulated futures
contracts as of the end of the year, as well as those actually realized during
the year. In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term capital gain or loss and 40% short-
term capital gain or loss, without regard to the holding period of the contract.
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by the Portfolio may affect the holding
period of such securities and, consequently, the nature of the gain or loss on
such securities upon disposition.

In order for a Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of its gross income, for a taxable
year must be derived from qualifying income; i.e., dividends, interest, income
derived from loans of securities, and gains from the sale of securities or
foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies. 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.

The Portfolios will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Portfolio's fiscal year) on futures
transactions. Such distributions will be combined with distributions of capital
gains realized on the Portfolio's other investments and shareholders will be
advised on the nature of the payments.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are calculated by
dividing the lesser of purchases or sales of portfolio securities for the year
by the monthly average of the value of the portfolio securities. The
calculation excludes all securities, including options, whose maturities at the
time of acquisition were one year or less. Portfolio turnover may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of

-7-
<PAGE>

shares. See "Financial Highlights" in the Prospectus for the historical
portfolio turnover rates with respect to the Equity, Equity Portfolio for
Taxable Investors, MidCap Equity and Balanced Portfolios.

PURCHASE AND REDEMPTION OF SHARES

Shares of the C & B Portfolios may be purchased without a sales commission,
at the net asset value per share next determined after an order is received in
proper form by the Fund and payment is received by the Fund's Custodian. The
minimum initial investment required is $2,500 with certain exceptions as may be
determined from time to time by the officers of the Fund. Other investment
minimums are: initial IRA investment, $500; initial spousal IRA investment,
$250; minimum additional investment for all accounts, $100. An order received in
proper form prior to the close of regular trading on the New York Stock Exchange
("Exchange") (generally 4:00 p.m. Eastern Time) will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the close of the Exchange will be executed at the price computed on the
next day the Exchange is open after proper receipt. The Exchange will be closed
on the following days: Presidents' Day; Good Friday; Memorial Day; Independence
Day; Labor Day; Thanksgiving Day; Christmas Day; New Year's Day and Dr. Martin
Luther King, Jr. Day.

Each Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgement of
management such rejection is in the best interest of the Fund, and (3) to reduce
or waive the minimum for initial and subsequent investment for certain fiduciary
accounts such as employee benefit plans or under circumstances where certain
economies can be achieved in sales of a Portfolio's shares.

The Portfolios may suspend redemption privileges or postpone the day of
payment (1) during any period that either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period. Such

-8-
<PAGE>

commitment is irrevocable without the prior approval of the Commission.
Redemptions in excess of the above limits may be paid in whole or in part, in
investment securities or in cash, as the Directors may deem advisable; however,
payment will be made wholly in cash unless the Directors believe that economic
or market conditions exist which would make such a practice detrimental to the
best interests of the Portfolio. If redemptions are paid in investment
securities, such securities will be valued as set forth in the Prospectus under
"Valuation of Shares," and a redeeming shareholder would normally incur
brokerage expenses if these securities were converted to cash.

No charge is made by the Equity, MidCap and Balanced Portfolios for
redemptions. Shares of the Equity Portfolio for Taxable Investors held for less
than one year will be subject to a 1% redemption fee. 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. The purpose of signature guarantees is to verify the
identity of the person who has authorized a redemption from your account.
Signature guarantees are required for (1) all redemptions when the proceeds are
to be paid to someone other than the registered owner(s) and/or registered
address, and (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Administrator. Broker-dealers guaranteeing signatures must
be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.

VALUATION OF SHARES

-9-
<PAGE>

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed 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 securities in a foreign currency
are converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major bank
or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Portfolios' Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of each C & B Portfolio may be exchanged for
Institutional Class Shares of other C & B Portfolios. In addition, Institutional
Class Shares of each C & B Portfolio may be exchanged for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares in the Prospectus.) Exchange requests
should be made by calling the Fund (1-800-638-7983) or by writing to UAM Funds,
UAM Funds Service Center, c/o Chase Global Funds Services Company, P.O. Box
2798, Boston, MA 02208-2798. The exchange privilege is only available with
respect to Portfolios that are qualified for sale in the shareholder's state of
residence.

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or

-10-
<PAGE>

charge of any kind. Before making an exchange into a Portfolio, a shareholder
should read its Prospectus and consider the investment objectives of the
Portfolio to be purchased. You may obtain a Prospectus for the Portfolio(s) you
are interested in by calling the UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading of the Exchange (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading on the Exchange will be processed on the next
business day. Neither the Fund nor the Administrator will be responsible for the
authenticity of the exchange instructions received by telephone. Exchanges may
also be subject to limitations as to amounts or frequency, and to other
restrictions established by the Board of Directors to assure that such exchanges
do not disadvantage the Fund and its shareholders.

For federal income tax purposes an exchange between Portfolios is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.

TRANSFER OF SHARES

Shareholders may transfer shares of the Fund's Portfolios to another person
by making a written request to the Fund. The request should clearly identify the
account and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificates or any
stock power must be guaranteed in the same manner as described under "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 Portfolios are subject to the following restrictions which are
fundamental policies and may not be changed without the approval of the lesser
of: (1) at least 67% of the voting securities of the Portfolio present at a
meeting if the holders

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<PAGE>

of more than 50% of the outstanding voting securities of the Portfolio are
present or represented by proxy, or (2) more than 50% of the outstanding voting
securities of the Portfolio. 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. Each Portfolio will not:

(1) invest in commodities except that each Portfolio may invest in
futures contracts and options to the extent that not more than 5%
of a Portfolio's assets are required as deposit to secure
obligations under futures contracts;

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may
purchase and sell securities which are secured by interests in
real estate;

(3) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly
distributed, and (ii) by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long
as such loans are not inconsistent with the 1940 Act or the rules
and regulations or interpretations of the Commission thereunder;

(4) 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 options, futures or repurchase transactions;

(5) purchase on margin or sell short except as specified in (1)
above;

(6) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;

(7) with respect to 75% of its assets, purchase securities of any
issuer (except obligations of

-12-
<PAGE>

the United States Government and its instrumentalities) if as a
result more than 5% of the Portfolio's total assets, at the time
of purchase, would be invested in the securities of such issuer;

(8) 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;

(9) borrow money, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 10% of the Portfolio's gross assets valued at the lower
of market or cost, and a Portfolio may not purchase additional
securities when borrowings exceed 5% of total gross assets;

(10) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;

(11) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the net assets of the Portfolio, determined
at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;

(12) invest for the purpose of exercising control over management of
any company;

(13) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;

(14) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of
companies within such industry; provided, however, that there
shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or instruments issued by U.S. banks when such

-13-
<PAGE>

Portfolio adopts a temporary defensive position; and

(15) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

<TABLE>
<C> <S>
John T. Bennett, Jr. Director of the Fund; President of Squam Investment
College Road-RFD 3 Management Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management Company
1/26/29 from 1988 to 1993.

Nancy J. Dunn Director of the Fund; Vice President for Finance and
10 Garden Street Administration and Treasurer of Radcliffe College
Cambridge, MA 02138 since 1991.
8/14/51

Philip D. English Director of the Fund; President and Chief Executive
16 West Madison Street Officer of Broventure Company, Inc.; Chairman of the
Baltimore, MD 21201 Board of Chektec Corporation and Cyber Scientific,
8/5/48 Inc.

William A. Humenuk Director of the Fund; Partner in the Philadelphia
4000 Bell Atlantic Tower office of the law firm Dechert Price & Rhoads;
1717 Arch Street Director, Hofler Corp.
Philadelphia, PA 19103
4/21/42

Norton H. Reamer* Director, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a Director of
Boston, MA 02110 United Asset Management Corporation; Director, Partner
3/21/35 or Trustee of each of the Investment Companies of the
Eaton Vance Group of Mutual Funds.
</TABLE>

-14-
<PAGE>

<TABLE>
<C> <S>
Charles H. Salisbury, Director of the Fund; Executive Vice President of
Jr.* United Asset Management Corporation; formerly an
One International Place executive officer and Director of T. Rowe Price and
Boston, MA 02110 President and Chief Investment Office of T. Rowe Price
8/24/40 Trust Company.

Peter M. Whitman, Jr.* Director of the Fund; President and Chief Investment
One Financial Center Officer of Dewey Square Investors Corporation since
Boston, MA 02111 1988; Director and Chief Executive Officer of H.T.
7/1/43 Investors, Inc., formerly a subsidiary of Dewey
Square.

William H. Park Vice President of the Fund; Executive Vice President
One International Place and Chief Financial Officer of United Asset Management
Boston, MA 02110 Corporation.
9/19/47

Gary L. French Treasurer of the Fund; President of UAM Fund Services,
211 Congress Street Inc. and UAM Fund Distributors, Inc.; Vice President
Boston, MA 02110 of Operations, Development and Control of Fidelity
7/4/51 Investments in 1995; Treasurer of the Fidelity Group
of Mutual Funds from 1991 to 1995.

Robert R. Flaherty Assistant Treasurer of the Fund; Vice President of UAM
211 Congress Street Fund Services, Inc.; former Manager of Fund
Boston, MA 02110 Administration and Compliance of Chase Global Fund
9/18/63 Services Company from 1995 to 1996; Senior Manager of
Deloitte & Touche LLP from 1985 to 1995.

Gordon M. Shone Assistant Treasurer of the Fund; Vice President of
73 Tremont Street Fund Administration and Compliance of Chase Global
Boston, MA 02108 Funds Services Company, formerly Senior Audit Manager
7/30/56 of Coopers & Lybrand LLP from 1983 to 1993.

Michael DeFao Secretary of the Fund; Vice President and General
211 Congress Street Counsel of UAM Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc.; Associate Attorney of Ropes & Gray
2/28/68 (a law firm) from 1993 to 1995.
</TABLE>

-15-
<PAGE>

<TABLE>
<C> <S>
Karl O. Hartmann Assistant Secretary of the Fund; Senior Vice President
73 Tremont Street and General Counsel of Chase Global Funds Services
Boston, MA 02108 Company.
3/7/55
</TABLE>

- ----------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned less
than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

-16-
<PAGE>

<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Benefits Estimated Annual Total Compensation
Name of Person, Compensation Accrued as Part of Benefits Upon from Registrant and
Position From Registrant Fund Expenses Retirement Fund Complex
-------- --------------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr., $ 26,791 0 0 $ 32,750
Director

Nancy J. Dunn, $ 6,774 0 0 $ 8,300
Director

Philip D. English, $ 26,791 0 0 $ 32,750
Director

William A. Humenuk, $ 26,791 0 0 $ 32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held of
record or beneficially 5% or more of the shares of a Portfolio, as noted.

C & B Equity Portfolio: First Union National Bank, Trustee, for Defined
Benefit Pension Plan for Cadmus, 1525 West WT Harris Boulevard CMG 1151,
Charlotte, NC, 13.0%*; Commonwealth Energy System and Subsidiary Companies Post,
Retirement Benefit Program Group 1, One Main Street, Cambridge, MA, 12.0%*;
Hudson Valley District Council of Carpenters Pension Fund, R.D. 8, Box 327,
Middletown, NY, 7.9%* and Saxon & Co., FBO W. PA Team & MTR Carrier, P.O. Box
7780-1888, Philadelphia, PA, 5.9%.

C&B Equity Portfolio for Taxable Investors: Ann Hauptman and Cynthia
Jacobs Trste, FBO Ann Haupman, Hunter A. Haupman Trust, 4 Briga Lane, White
Plains, NY, 22.3%; S. Sanford Schlitt, TOD FBO Patricia Schlitt, 491 Meadow Lark
Drive, Sarasota, FL, 16.0%; Bruce A. Boulware and Lizabeth A. Boulware, JTTEN,
6805 Langley Springs, CT, McLean, VA, 12.6%; John J. Medveckis, The Barclay 22-
c, Philadelphia, PA, 9.0%; Mac & Co., Mutual Fund Operations, P.O. Box 3198,
Pittsburgh, PA, 7.4%; Charles Schwab & Co. Inc., Reinvestment Account, Attn:
Mutual Funds, 101 Montgomery Street, San Francisco, CA, 7.3% and Donaldson
Lufkin Janrette, Securities Corporation Inc., P.O. Box 2052, Jersey City, NJ,
5.2%.

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<PAGE>

C & B Balanced Portfolio: UFCW Local 56 & Food Industry Employers Money
Purchase Pension Trust, c/o Corestates Bank, P.O. Box 7829, Philadelphia, PA,
29.2%; Baptist Health System, Inc., D/B/A Coosa Valley Baptist Medical Center,
315 West Hickory Street, Sylacauga, AL, 14.6%; Charles J. Prizer, 4325 Gulf of
Mexico Drive, Longboat Key, FL, 11.9%*; Stanley B. Tulin, c/o Coopers & Lybrand,
717 Spring Mill Rd., Villanova, PA 19085, 6.4% and St. Andrews Church, Memorial
Endowment Fund, P.O. Box 1287, Edgartown, MA 02539, 5.6%.

As of December 24, 1997, C & B owned one share of the Taxable Equity and
Mid Cap Portfolios representing 100% of each Portfolio's shares issued.

The persons or organizations owning 25% or more of the outstanding shares
of a Portfolio may be presumed to "control" (as that term is defined in the 1940
Act) such Portfolio. As a result, those persons or organizations could have the
ability to vote a majority of the shares of the Portfolio on any matter
requiring the approval of shareholders of such Portfolio.

- ----------
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Cooke & Bieler, Inc. (the "Adviser") is a wholly-owned subsidiary of UAM, a
holding company incorporated in Delaware in December 1980 for the purpose of
acquiring and owning firms engaged primarily in institutional investment
management. Since its first acquisition in August 1983, UAM has acquired or
organized approximately 45 such wholly-owned affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to meet the
particular needs of their respective clients. Accordingly, after acquisition by
UAM, UAM Affiliated Firms continue to operate under their own firm name, with
their own leadership and individual investment philosophy and approach. Each
UAM Affiliated Firm manages its own business independently on a day-to-day
basis. Investment strategies employed and securities selected by UAM Affiliated
Firms are separately chosen by each of them.

-18-
<PAGE>

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreements ("Agreements") between the Fund
and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties under
the Agreements, (ii) reckless disregard by the Adviser of its obligations and
duties under the Agreements, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services, the
Adviser shall not be subject to any liability whatsoever to the Fund, for any
error of judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services under the Agreements.

Unless sooner terminated, the Agreements 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 the Agreements 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 Portfolios. The Agreements may be
terminated at any time by a Portfolio, 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 a Portfolio on 60 days' written
notice to the Adviser. The Agreements may be terminated by the Adviser at any
time, without the payment of any penalty, upon 90 days' written notice to the
Fund. The Agreements will automatically and immediately terminate in the event
of their assignment.

PHILOSOPHY AND STYLE

The Adviser bases its philosophy and process on selecting high quality,
risk averse stocks. An emphasis on value is designed to protect assets in down
markets. The stock selection process is geared towards finding companies with
high quality earnings which are sustainable in a wide range of economic
environments. Key criteria include companies with strong balance sheets, a
proven management team and low debt. On the fixed income side, the Adviser is a
conservative, quality-oriented bond manager.

-19-
<PAGE>

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included Baptist Health System, Mayo
Foundation, Wisconsin Energy Corp. and Princeton University.

In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did
not use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the Agreements,
each C & B Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rates to each C & B
Portfolio's average net assets for the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
Equity Portfolio............................ 0.625%
Balanced Portfolio.......................... 0.625%
Equity Portfolio
for Taxable Investors.................. 0.625%
Mid Cap Equity Portfolio.................... 0.625%
</TABLE>

For the periods ended October 31, 1995, 1996 and 1997, the C & B Equity
Portfolio paid advisory fees of approximately $1,418,000, $1,345,533 and
$882,890, respectively, to the Adviser.

For the periods ended October 31, 1995, 1996 and 1997, the C & B Balanced
Portfolio paid advisory fees of approximately $182,000, $77,383 and $89,715,
respectively, to the Adviser. During these periods, the Adviser voluntarily
waived advisory fees of approximately $9,000, $66,224 and $54,862, respectively.

For the period from February 12, 1997 (commencement of operations) to
October 31, 1997, the C&B Equity Portfolio for Taxable Investors paid advisory
fees of $0. During this period, the Adviser voluntarily waived advisory fees of
$3,003.

-20-
<PAGE>

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Fund's C & B Portfolios and directs the Adviser to use its
best efforts to obtain the best execution with respect to all transactions for
the Portfolios. In doing so, a Portfolio may pay higher commission rates than
the lowest rate available when the Adviser believes it is reasonable to do so in
light of the value of the research, statistical, and pricing services provided
by the broker effecting the transaction. It is not the Fund's practice to
allocate brokerage or principal business on the basis of sales of shares which
may be made through broker-dealer firms. However, the Adviser may place
portfolio orders with qualified broker-dealers who recommend the Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended, October 31, 1995, 1996 and 1997,
the C&B Balanced Portfolio paid brokerage commissions of approximately $18,097,
$10,972 and $14,006, respectively, and the C&B Equity Portfolio paid brokerage
commissions of approximately $190,407, $196,212 and $170,908, respectively.
During the period ended October 31, 1997, the C&B Equity Portfolio for Taxable
Investors paid brokerage commissions of approximately $1,054.

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

The Board of Directors of the Fund approved a Fund Administration
Agreement, effective April 15, 1996, ("Fund Administration Agreement") between
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of UAM, and the
Fund. Pursuant to the terms of the Fund Administration Agreement, UAMFSI
manages, administers and conducts the general business activities of the Fund
other than those that have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Agreement.

UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The

-21-
<PAGE>

Chase Manhattan Bank, pursuant to a Mutual Fund Service Agreement between UAMFSI
and CGFSC (collectively, with the Fund Administration Agreement between UAMFSI
and the Fund, the "Agreements").

Pursuant to the terms of the Agreements, each Portfolio pays UAMFSI a two-
part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and a
sub-administration fee which UAMFSI in turn pays to CGFSC. The following
Portfolio-specific fees are calculated from the aggregate net assets of each
Portfolio:

<TABLE>
<CAPTION>
Annual Rate
-----------
<S> <C>
Equity Portfolio........................ 0.04%
Balanced Portfolio...................... 0.06%
Equity Portfolio for
Taxable Investors..................... 0.04%
Mid Cap Portfolio....................... 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis
as follows:

0.19 of 1% of the first $200 million of combined Fund net assets;

0.11 of 1% of the next $800 million of combined Fund net assets;

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

-22-
<PAGE>

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, 1995, 1996 and 1997 the C & B
Equity Portfolio paid administrative services fees of approximately: $264,000,
$271,427 and $194,278, respectively; the C&B Balanced Portfolio paid
administrative services fees of $79,000, $84,334 and $90,736, respectively. Of
these amounts, for the fiscal year ended October 31, 1996 and 1997, C & B
Balanced Portfolio paid $77,007 and $76,870, respectively, to Chase and $7,327
and $13,866 to UAMFSI, respectively, and C & B Equity Portfolio paid $230,298
and $137,773, respectively, to Chase and $41,129 and $56,505, respectively, to
UAMFSI. For the period February 12, 1997 (commencement of operations) to
October 31, 1997, the C&B Equity Portfolio for Taxable Investors paid
administrative services fees of approximately $23,712. Of this amount, the C &
B Equity Portfolio for Taxable Investors paid $23,521 to Chase and $191 to
UAMFSI.

UAMFSI bears all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be incurred
in the operation of the Fund will be borne by the Fund or other parties,
including taxes, interest, brokerage fees and commissions, if any, salaries and
fees of officers and members of the Board who are not officers, directors,
shareholders or employees of UAMFSI, or the Fund's investment adviser or
distributor, SEC fees and state Blue Sky fees, EDGAR filing fees, processing
services and related fees, advisory and administration fees, charges and
expenses of pricing and data services, independent public accountants and
custodians, insurance premiums including fidelity bond premiums, outside legal
expenses, costs of maintenance of corporate existence, typesetting and printing
of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
expenses, and any extraordinary expenses and other customary Fund expenses.

Unless sooner terminated as provided herein, the Fund Administration
Agreement shall continue in effect from year to year provided such continuance
is specifically approved at least annually by the Board. The Fund
Administration Agreement is terminable, without penalty, by the Board or by
UAMFSI, on not less than ninety (90) days' written notice. The Fund
Administration Agreement shall automatically terminate upon its

-23-
<PAGE>

assignment by UAMFSI without the prior written consent of the Fund.

UAMFSI will from time to time employ or associate with such person or
persons as may be fit to assist them in the performance of the Fund
Administration Agreement. Such person or persons may be officers and employees
who are employed by both UAMFSI and the Fund. The compensation of such person
or persons for such employment shall be paid by UAMFSI and no obligation will be
incurred by or on behalf of the Fund in such respect.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. The Service Provider received no compensation during the fiscal year
ended October 31, 1997 from any of the Portfolios.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase Metro Tech Center, Brooklyn, NY 11245,
provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, MA 02110, serves as
independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves as
the Funds' Distributor. Shares of the Fund are offered continuously. While the
Distributor will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares.

The Distributor received no compensation for its services directly or
indirectly from any of the Portfolios during the Fund's fiscal year ended
October 31, 1997.

-24-
<PAGE>

PERFORMANCE CALCULATIONS

PERFORMANCE

The Fund may from time to time quote various performance figures to
illustrate the Fund's past performance.

Performance quotations by investment companies are subject to rules adopted
by the Commission which require the use of standardized performance quotations
or, alternatively, that every non-standardized performance quotation furnished
by the Fund be accompanied by certain standardized performance information
computed as required by the Commission. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the Commission. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

YIELD

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 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

-25-
<PAGE>

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.

The average annual total rates of return for the C & B Equity Portfolio,
C & B Balanced Portfolio and C & B Equity Portfolio for Taxable Investors from
inception and for the one and five year period ended on the date of the
Financial Statements included herein are as follows:

<TABLE>
<CAPTION>
Since
Inception
Through
One Year Five Years Year
Ended Ended Ended
October October October
31, 31, 31, Inception
1997 1997 1997 Date
--------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
C & B Equity 30.43% 16.20% 15.70% 5/15/90
Portfolio

C & B Balanced 20.39% 11.90% 12.20% 12/29/89
Portfolio

C & B Equity N/A N/A 15.54% 2/12/97
Portfolio for
Taxable Investors
</TABLE>

These figures were 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).

COMPARISONS

-26-
<PAGE>

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.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund
changed to "UAM Funds, Inc." The Fund's principal executive office is located
at One International Place, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's Articles of Incorporation authorize the Directors to issue 3,000,000,000
shares of common stock, $.001 par value. The Board of Directors has the power
to designate one or more series (Portfolios) or classes of common stock and to
classify or reclassify any unissued shares with respect to such Portfolios,
without further action by shareholders. The Board of Directors has classified
additional classes of shares in each Portfolio, known as Institutional Service
Shares and Advisor shares. As of the date of this Statement of Additional
Information, no Institutional Service Shares or Advisor Shares of these
Portfolios have been offered by the Fund.

The shares of each Portfolio of the Fund, when issued and paid for as
provided for in the Prospectus, will be fully paid and nonassessable, have no
preference as to conversion, exchange, dividends, retirement or other features
and have no preemptive rights. The shares of the Fund have noncumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the

-27-
<PAGE>

Directors if they choose to do so. A shareholder is entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in his or her name on the books of the Fund.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of each Portfolio's
net investment income, if any, together with any net realized capital gains in
the amount and at the times that will avoid both income (including capital
gains) taxes on it and the imposition of the Federal excise tax on undistributed
income and capital gains (see discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectus). The amounts of any income
dividends or capital gains distributions cannot be predicted.

Any dividend or distribution paid shortly after the purchase of shares of a
Portfolio by an investor may have the effect of reducing the per share net asset
value of that Portfolio by the per share amount of the dividend or distribution.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the Prospectus.

As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically received
in additional shares of that Portfolio at net asset value (as of the business
day following the record date). This will remain in effect until the Fund is
notified by the shareholder in writing at least three days prior to the record
date that either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option (both
income dividends and capital gains distributions in cash) has been elected. An
account statement is sent to shareholders whenever an income dividend or capital
gains distribution is paid.

Each Portfolio of the Fund will be treated as a separate entity (and hence
as a separate "regulated investment company") for federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for federal income tax purposes) such gains against any
net capital losses of another Portfolio.

FEDERAL TAXES

In order for a 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

-28-
<PAGE>

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.

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the C & B Equity, C &
B Balanced, C & B Equity Portfolio for Taxable Investors and C & B Mid Cap
Portfolios for the fiscal year ended October 31, 1997, which appear in the C & B
Portfolios' 1997 Annual Report to Shareholders, and the report thereon of Price
Waterhouse LLP, independent accountants, also appearing therein, are attached to
this Statement of Additional Information.

-29-
<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.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal

A-1
<PAGE>

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.

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.

Standard & Poor's Ratings Services 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.

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

A-2
<PAGE>

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 MORTGAGE-BACKED SECURITIES

Mortgage-backed securities represent ownership interests in a pool of
residential mortgage loans. These securities are designed to provide monthly
payments of interest and principal to the investor. The mortgagor's monthly
payments to his/her lending institution are "passed-through" to investors such
as the C & B Balanced Portfolio. Most issuers or poolers provide guarantees of
payments, regardless of whether or not the mortgagor actually makes the payment.
The guarantees made by issuers or poolers are supported by various forms of
credit, collateral, guarantees or insurance, including individual loan, title,
pool and hazard insurance purchased by the issuer. There can be no assurance
that the private issuers can meet their obligations under the policies.
Mortgage-backed securities issued by private issuers, whether or not such
securities are subject to guarantees, may entail greater risk. If there is no
guarantee provided by the issuer, mortgage-backed securities purchased by the C
& B Balanced Portfolio will be rated investment grade by Moody's or S&P.

UNDERLYING MORTGAGES

Pools consist of whole mortgage loans or participations in loans. The
majority of these loans are made to purchasers of 1-4 family homes. The terms
and characteristics of the mortgage instruments are generally uniform within a
pool but may vary among pools. For example, in addition to fixed-rate, fixed-
term mortgages, the C & B Balanced Portfolio may purchase mortgage-backed
securities representing interests in pools of variable rate mortgages (VRM),
growing equity mortgages (GEM), graduated payment mortgages (GPM) and other
types where the principal and interest payment procedures vary. VRM's are
mortgages which reset the mortgage's interest rate on pools of VRM's. GPM and
GEM pools maintain constant interest with varying levels of principal repayment
over the life of the mortgage. These different interest and principal payment
procedures should not impact a Portfolio's net asset value since the prices at
which these securities are valued each day will reflect the payment procedures.

A-3
<PAGE>

All poolers apply standards for qualification to local lending institutions
which originate mortgages for the pools. Poolers also establish credit
standards and underwriting criteria for individual mortgages included in the
pools. In addition, many mortgages included in pools are insured through
private mortgage insurance companies.

AVERAGE LIFE

The average life of pass-through pools varies with the maturities of the
underlying mortgage instruments. In addition, a pool's term may be shortened by
unscheduled or early payments of principal and interest on the underlying
mortgages. The occurrence of mortgage prepayment is affected by factors
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions.

As prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of fixed-
rate 30-year mortgages, common industry practice is to assume the prepayments
will result in a 12-year average life. Pools of mortgages with other maturities
or different characteristics will have varying assumptions for average life.

RETURNS ON MORTGAGE-BACKED SECURITIES

Yields on mortgage-backed pass-through securities are typically quoted on
the maturity of the underlying instruments and the associated average life
assumption. Actual prepayment experience may cause the yield to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yields of
the Portfolios. The compounding effect from reinvestment of monthly payments
received by a Portfolio will increase its yield to shareholders, compared to
bonds that pay interest semiannually.

ABOUT MORTGAGE-BACKED SECURITIES

A-4
<PAGE>

underlying residential property, refinancing or foreclosure net of fees or costs
which may be incurred. Some mortgage-backed securities are described as
"modified pass-through." These securities entitle the holders to receive all
interest and principal payments owed on the mortgages in the pool, net of
certain fees, regardless of whether or not the mortgagors actually make the
payment.

Residential mortgage loans are pooled by the Federal Home Loan Mortgage
Corporation (FHLMC). FHLMC is a corporate instrumentality of the U.S.
Government and was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. Its stock is owned by
the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates
("PC's") which represent interests in mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal.

The Federal National Mortgage Association (FNMA) is a Government sponsored
corporation owned entirely by private stockholders. It is subject to general
regulation by the Secretary of Housing and Urban Development. FNMA purchases
residential mortgages from a list of approved seller/servicers which include
state and federally-chartered savings and loan associations, mutual savings
banks, commercial banks and credit unions and mortgage bankers. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal and
interest by FNMA.

The principal Government guarantor of mortgage-backed securities is the
Government National Mortgage Association (GNMA). GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA is authorized to guarantee, with the full faith and credit of the U.S.
Government, the timely payment of principal and interest on securities issued by
approved institutions and backed by pools of FHA-insured or VA-guaranteed
mortgages.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-
through pools of conventional residential mortgage loans. Pools created by such
non-governmental issuers generally offer a higher rate of interest than
Government and Government-related pools because there are no direct or indirect
Government guarantees of payments in the former pools. However, timely payment
of interest and principal of these pools is supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance purchased by the issuer. The insurance and guarantees are issued by
Governmental entities, private insurers and mortgage poolers. There can be no
assurance that the private

A-5
<PAGE>

insurers can meet their obligations under the policies. Mortgage-backed
securities purchased for the C & B Balanced Portfolio will, however, be rated of
investment grade quality by Moody's or S&P.

The C & B Balanced Portfolio expects that Governmental or private entities
may create mortgage loan pools offering pass-through investments in addition to
those described above. The mortgages underlying these securities may be
alternative mortgage instruments, that is mortgage instruments whose principal
or interest payment may vary or whose terms to maturity may be shorter than
previously customary. As new types of mortgage-backed securities are developed
and offered to investors, the Portfolios will, consistent with their investment
objective and policies, consider making investments in such new types of
securities.

III. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.

U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

In the case of securities not backed by the full faith and credit of the
United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed to service its
debt. Debt from certain other agencies and instrumentalities, including the
Federal Home Loan Bank and Federal National Mortgage Association, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and

A-6
<PAGE>

instrumentalities, such as the Farm Credit System and the Federal Home Loan
Mortgage Corporation, are federally chartered institutions under Government
supervision, but their debt securities are backed only by the credit worthiness
of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority.

IV. DESCRIPTION OF COMMERCIAL PAPER

Each Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolios'
investment in variable amount master demand notes, the Adviser's investment
management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.

A-7
<PAGE>

factors considered by Moody's in assigning ratings are the following: (1)
evaluation of the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and the appraisal of speculative-type risks
which may be inherent in certain areas; (3) evaluation of the issuer's products
in relation to completion and customer acceptance; (4) liquidity; (5) amount and
quality of long term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which exist with
the issuer; and (8) recognition by the management of issuer of obligations which
may be present or may arise as a result of public interest questions and
preparations to meet such obligations.

V. DESCRIPTION OF BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase
these instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolios are also able
to sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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. 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.

VI. DESCRIPTION OF FOREIGN INVESTMENTS

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<PAGE>

foreign currencies, the Fund's Portfolios may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

As foreign companies are not generally subject to uniform accounting,
auditing and financing reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more
volatile than securities of comparable domestic companies. There is generally
less government supervision and regulation of stock exchanges, brokers and
listed companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

Although the Fund will endeavor to achieve the most favorable execution
costs in its Portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable,
the non-recovered portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.

A-9
<PAGE>

APPENDIX B - COMPARISONS

(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 dividends.

(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and finance
stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity Index or its component indices -- represents the
return on the market value of all common equity securities for which daily
pricing is available. Comparisons of performance assume reinvestment of
dividends.

(e) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- measures total return and average current yield for
the mutual fund industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestments of all distributions, exclusive
of any applicable sales charges.

(f) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the performance of
over 900 securities listed on the stock exchanges of countries in Europe,
Australia and the Far East, and over 1,400 securities listed on the stock
exchanges of these continents, including North America.

(g) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred. The original list of names was generated by screening
for convertible issues of 100 million or greater in market capitalization. The
index is priced monthly.

(h) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It is a value-
weighted, total return index,

B-1
<PAGE>

including approximately 800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted
index that contains approximately 4,700 individually priced investment grade
corporate bonds rated BBB or better. U.S. Treasury/agency issues and mortgage
pass-through securities.

(k) Lehman Brothers Government/Corporate Index -- is a combination of the
Government and Corporate Bond Indices. The Government Index includes public
obligations of the U.S. Treasury, issues of Government agencies, and corporate
debt backed by the U.S. Government. The Corporate Bond Index includes fixed-
rate nonconvertible corporate debt. Also included are Yankee Bonds and
nonconvertible debt issued by or guaranteed by foreign or international
governments and agencies. All issues are investment grade (BBB) or higher, with
maturities of at least one year and an outstanding par value of at least $100
million for U.S. Government issues and $25 million for others. Any security
downgraded during the month is held in the index until month-end and then
removed. All returns are market value weighted inclusive of accrued income.

(l) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of 10 years
or greater.

(m) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only and does
not include income.

(n) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(o) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell
3000, a market value weighted index of the 3,000 largest U.S. publicly-traded
companies.

(p) Composite Indices -- 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system exclusive of
those traded on an exchange, 65% Standard & Poor's 500 Stock Index and 35%
Salomon Brothers High Grade Bond Index, and 60% Standard & Poor's 500 Stock
Index and 40% Lehman Brothers Government/Corporate Index.

(q) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc.
- -- analyzes price, current yield, risk, total return and average rate of return
(average annual compounded

B-2
<PAGE>

growth rate) over specified time periods for the mutual fund industry.

(r) Mutual Fund Source Book, published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

(s) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Investor's Daily, Lipper Analytical Services, Inc.,
Morningstar, Inc., New York Times, Personal Investor, Wall Street Journal and
Weisenberger Investment Companies Service -- publications that rate fund
performance over specified time periods.

(t) 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.

(u) 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.

(v) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.

(w) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan companies; Salomon Brothers; Merrill, Lynch,
Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.
- --------------------------------------------------------------------------------
DSI PORTFOLIOS

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

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 DSI Portfolios Institutional Class Shares dated January 22, 1998 and the
Prospectus relating to the DSI Disciplined Value Portfolio Institutional Service
Class Shares (the "Service Class Shares") dated January 22, 1998. To obtain a
Prospectus, please call the UAM Funds Service Center: 1-800-638-7983

TABLE OF CONTENTS
Page
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<S> <C>
INVESTMENT OBJECTIVES AND POLICIES......................................... 2

PURCHASE AND REDEMPTION OF SHARES.......................................... 15

VALUATION OF SHARES........................................................ 16

SHAREHOLDER SERVICES....................................................... 18

INVESTMENT LIMITATIONS..................................................... 19

MANAGEMENT OF THE FUND..................................................... 21

INVESTMENT ADVISER......................................................... 25

SERVICE AND DISTRIBUTION PLANS............................................. 28

PORTFOLIO TRANSACTIONS..................................................... 32

ADMINISTRATIVE SERVICES.................................................... 33

CUSTODIAN.................................................................. 35

INDEPENDENT ACCOUNTANTS.................................................... 36

DISTRIBUTOR................................................................ 36

PERFORMANCE CALCULATIONS................................................... 36

GENERAL INFORMATION........................................................ 39

FINANCIAL STATEMENTS....................................................... 41

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS......................... A-1

APPENDIX B - COMPARISONS................................................... B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the DSI Disciplined Value, DSI Limited Maturity Bond, DSI Balanced
and DSI Money Market Portfolios (the "Portfolios") as set forth in the DSI
Portfolios' 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" or the "Commission") thereunder, which currently
require that (a) the borrower pledge and maintain with the Portfolio collateral
consisting of cash, an irrevocable letter of credit issued by a domestic U.S.
bank or securities issued or guaranteed by the United States Government having a
value at all times not less than 100% of the value of the securities loaned, (b)
the borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). A Portfolio will not loan securities to the extent that greater
than one-third of its assets (including the value of the collateral for the
loan) at fair market value would be committed to loans. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

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<PAGE>

deposits maturing from two business days through seven calendar days will not
exceed 10% (15% for the Balanced Portfolio) 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).

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable
quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and federal agencies. These include
securities issued by the Federal Home Loan Banks, Federal Land Bank, Farmers
Home Administration, Federal Farm Credit Banks, Federal Intermediate Credit
Bank, Federal National Mortgage Association, Federal Financing Bank, the
Tennessee Valley Authority, and others; and

(6) Repurchase agreements collateralized by securities listed above.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of the DSI Limited Maturity Bond
and DSI Balanced Portfolios may be affected

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<PAGE>

favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolios may incur costs in connection
with conversions between various currencies. The Portfolios will conduct their
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for such trades.

The Portfolios may enter into forward foreign currency exchange
contracts in several circumstances. When a Portfolio enters into a contract for
the purchase or sale of a security denominated in a foreign currency, or when a
Portfolio anticipates the receipt in a foreign currency of dividends or interest
payments on a security which it holds, the Portfolio may desire to "lock-in" the
U.S. dollar price of the security or the U.S. dollar equivalent of such dividend
or interest payment, as the case may be. By entering into a forward contract
for a fixed amount of dollars, for the purchase or sale of the amount of foreign
currency involved in the underlying transactions, the Portfolio will be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date on which the security is purchased or sold, or on which
the dividend or interest payment is declared, and the date on which such
payments are made or received.

Additionally, when a Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars, to
sell the amount of foreign currency approximating the value of some or all of
such Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of these securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. From time to time, each Portfolio may
enter into forward contracts to protect the value of portfolio securities and

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<PAGE>

enhance Portfolio performance. The Portfolios will not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate such Portfolio to deliver an amount of foreign
currency in excess of the value of such portfolio securities or other assets
denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of each
Portfolio will thereby be served. Except when a Portfolio enters into a forward
contract for the purchase or sale of a security denominated in a foreign
currency, which requires no segregation, a forward contract which obligates the
Portfolio to buy or sell currency will generally require the Fund's custodian to
hold an amount of that currency or liquid securities denominated in that
currency equal to the Portfolio's obligations, or to segregate liquid assets
equal to the amount of the Portfolio's obligation. If the value of the
segregated assets declines, additional liquid assets will be segregated on a
daily basis so that the value of the segregated assets will be equal to the
amount of such Portfolio's commitments with respect to such contracts.

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<PAGE>

decline during the period between a Portfolio entering into a forward contract
for the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, such Portfolio will realize a
gain to the extent that the price of the currency it has agreed to sell exceeds
the price of the currency it has agreed to purchase. Should forward prices
increase, such Portfolio would suffer a loss to the extent that the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell.

FUTURES CONTRACTS

Each Portfolio (except the DSI Money Market Portfolio) may enter into
futures contracts, options, and interest rate futures contracts for the purpose
of remaining fully invested and reducing transactions costs. Futures contracts
provide for the future sale by one party and purchase by another party of a
specified amount of a specific security at a specified future time and at a
specified price. Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges.
Futures exchanges and trading are regulated under the Commodity Exchange Act by
the Commodity Futures Trading Commission ("CFTC"), a U.S. Government
agency.

-6-
<PAGE>

Futures traders are required to make a good faith margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be
changed. Brokers may establish deposit requirements which are higher than the
exchange minimums. Futures contracts are customarily purchased and sold on
margin that may range upward from less than 5% of the value of the contract
being traded. After a futures contract position is opened, the value of the
contract is marked to market daily. If the futures contract price changes to the
extent that the margin on deposit does not satisfy margin requirements, payment
of additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. Each Portfolio intends to use futures contracts only for
hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of the
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of a Portfolio. A Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contract purchases will be "completed"; that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control a Portfolio's exposure to market
fluctuations, the use of futures contracts may be a

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<PAGE>

more effective means of hedging this exposure. While a Portfolio will incur
commission expenses in both opening and closing out futures positions, these
costs are lower than transaction costs incurred in the purchase and sale of the
underlying securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

A Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposits on
open contracts exceeds 5% of the market value of its total assets. In addition,
a Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

A Portfolio will minimize the risk that it will be unable to close out
a futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
a Portfolio would continue to be required to make daily cash payments to
maintain its required margin. In such situations, if the Portfolio has
insufficient cash, it may have to sell Portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition,
the Portfolio may be required to make delivery of the instruments underlying
futures contracts it holds. The inability to close options and futures
positions also could have an adverse impact on the Portfolio's ability to
effectively hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Portfolio are engaged in only for hedging purposes, the
Adviser

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<PAGE>

does not believe that the Portfolios are subject to the risks of loss frequently
associated with futures transactions. A Portfolio would presumably have
sustained comparable losses if, instead of the futures contract, it had invested
in the underlying financial instrument and sold it after the decline.

Utilization of futures transactions by a Portfolio does involve the
risk of imperfect or no correlation where the securities underlying futures
contracts have different maturities than the Portfolio securities being hedged.
It is also possible that the Portfolio could lose money on futures contracts and
also experience a decline in value of Portfolio securities. There is also the
risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a
broker with whom the Portfolio has an open position in a futures contract or
related option.

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.

OPTIONS

The Portfolios (except the DSI Money Market Portfolio) may purchase
and sell put and call options on futures contracts 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 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. In
general, the market prices of options can be expected to be more volatile than
the market prices on the underlying futures contract or securities.

WRITING COVERED OPTIONS

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<PAGE>

Each Portfolio writes only covered put options, which means that so
long as a Portfolio is obligated as the writer of the option it will, through
its custodian, have deposited and maintained cash or liquid securities
denominated in U.S. dollars or non-U.S. currencies with a securities depository
with a value equal to or greater than the exercise price of the underlying
securities. By writing a put, a Portfolio will be obligated to purchase the
underlying security at a price that may be higher than the market value of that
security at the time of exercise for as long as the option is outstanding. Each
Portfolio may engage in closing transactions in order to terminate put options
that it has written.

PURCHASING OPTIONS

OPTIONS ON FOREIGN CURRENCIES

The DSI Limited Maturity Bond and DSI Balanced Portfolios may purchase
and write options on foreign currencies for hedging purposes in a manner similar
to that in which futures

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<PAGE>

contracts on foreign currencies, or forward contracts, will be utilized. For
example, a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such diminution in the value of portfolio securities, a Portfolio may
purchase put options on the foreign currency. If the value of the currency does
decline, the Portfolio will have the right to sell such currency for a fixed
amount in dollars and will thereby offset, in whole or in part, the adverse
effect on its portfolio which otherwise would have resulted.

Each Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, where a Portfolio anticipates a decline
in the dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline
occurs, the option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the premium
received.

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<PAGE>

currencies, a Portfolio also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
exchange rates.

Each Portfolio may write covered call options on foreign currencies.
A call option written on a foreign currency by a Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if a Portfolio has a call
on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash or
liquid securities in a segregated account with the Custodian.

Each Portfolio also may write call options on foreign currencies that
are not covered for cross-hedging purposes. A call option on a foreign currency
is for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which a Portfolio
owns or has the right to acquire and which is denominated in the currency
underlying the option due to an adverse change in the exchange rate. In such
circumstances, a Portfolio collateralizes the option by maintaining in a
segregated account with the Custodian, cash or liquid securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES

Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment,
many of the protections afforded to exchange participants will not be available.
For example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase of an option cannot lose more than the amount of the
premium plus

-12-
<PAGE>

related transaction costs, this entire amount could be lost. Moreover, the
option writer and a trader of forward contracts could lose amounts substantially
in excess of their initial investments, due to the margin and collateral
requirements associated with such positions.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effect of other
political and economic events. In addition, exchange-traded options of foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.

-13-
<PAGE>

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.

-14-
<PAGE>

FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS

In order for each 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 each Portfolio's gross income
for a taxable year must be derived from certain qualifying income, i.e.,
dividends, interest, income derived from loans of securities and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
related income, including gains from options, futures and forward contracts,
derived with respect to its business investing in stock, securities or
currencies. Any net gain realized from the closing out of futures contracts
will, therefore, generally be qualifying income for purposes of the 90%
requirement.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements

-15-
<PAGE>

for redemptions of shares. See "Financial Highlights" in the Prospectus for the
historical portfolio turnover rates with respect to the DSI Disciplined Value,
and Limited Maturity Portfolios.

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 next determined after an order
is received in proper form by the Fund and payment is received by the Fund's
custodian. The minimum initial investment required is $2,500 for the DSI
Portfolios Institutional Class Shares and Service Class Shares with certain
exceptions as may be determined from time to time by officers of the Fund.
Other Institutional Class investment minimums are: initial IRA investment,
$500; initial spousal IRA investment, $250; minimum additional investment for
all accounts, $100. For each of the DSI Portfolios (except the DSI Money
Market Portfolio), an order received in proper form prior to the close of
regular trading on the New York Stock Exchange ("Exchange") (generally 4:00 p.m.
Eastern Time) will be executed at the price computed on the date of receipt; and
an order received not in proper form or after 4:00 p.m. ET will be executed at
the price computed on the next day the Exchange is open after proper receipt.
For the DSI Money Market Portfolio, the net asset value is determined at 12:00
ET and 4:00 p.m. ET. The Exchange will be closed on the following days:
Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day;
Thanksgiving Day; Christmas Day; New Year's Day, and Dr. Martin Luther King, Jr.
Day.

Each Portfolio reserves the right in its sole discretion (i) to
suspend the offering of its shares, (ii) to reject purchase orders when in the
judgment of management such rejection is in the best interest of the Fund, and
(iii) 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 either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an

-16-
<PAGE>

election with the Commission to pay in cash all redemptions requested by any
shareholder of record limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the net assets of the Fund at the beginning of such period.
Such commitment is irrevocable without the prior approval of the Commission.
Redemptions in excess of the above limits may be paid in whole or in part, in
investment securities or in cash, as the Directors may deem advisable; however,
payment will be made wholly in cash unless the Directors believe that economic
or market conditions exist which would make such a practice detrimental to the
best interests of the Portfolio. If redemptions are paid in investment
securities, such securities will be valued as set forth in the Prospectus under
"Valuation of Shares," and a redeeming shareholder would normally incur
brokerage expenses if these securities were converted to cash.

No charge is made by any Portfolio for redemptions. Any redemption
may be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

Signature Guarantees -- To protect your account, the Fund and Chase
Global Funds Services Company ("CGFSC") from fraud, signature guarantees are
required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signature guarantees are required for (1) all redemptions when the
proceeds are to be paid to someone other than the registered owner(s) and/or
registered address, or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

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.

-17-
<PAGE>

VALUATION OF SHARES

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed 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 securities in a foreign currency
are converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major bank
or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

The Money Market Portfolio values its assets at amortized cost while
also monitoring the available market bid prices, or yield equivalents. While
this method provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower than the price
the Portfolio would receive if it sold the instrument. The net asset value per
share of the Portfolio will ordinarily remain at $1.00 and the Portfolio's daily
dividends will vary in amount. There can be no assurance, however, that the
Portfolio will maintain a constant net asset value per share of $1.00.

The use of amortized cost and the maintenance of the Portfolio's per
share net asset value at $1.00 is based on its election to operate under the
provisions of Rule 2a-7 under the Investment Company Act of 1940. As a
condition of operating under that rule, the Portfolio must maintain an average
weighted maturity of 90 days or less, purchase only instruments deemed to have
remaining maturities of one year or less, and invest only in securities which
are determined by the Adviser to present minimal credit risks and which are of
high quality as determined by any major rating service, or in the case of any
instrument not so rated, considered by the Adviser to be of comparable quality.

The value of other assets and securities for which no quotations are
readily available (including restricted

-18-
<PAGE>

securities) is determined in good faith at fair value using methods determined
by the Directors.

-19-
<PAGE>

SHAREHOLDER SERVICES

The following supplements the shareholder services information set
forth in the DSI Portfolios' Prospectuses.

EXCHANGE PRIVILEGE

Institutional Class Shares of each DSI Portfolio may be exchanged for
Institutional Class Shares of the other DSI Portfolios. In addition,
Institutional Class Shares of each DSI Portfolio may be exchanged for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares at the end of the DSI Portfolios --
Institutional Class Shares Prospectus.) Service Class Shares of the DSI
Disciplined Value Portfolio may be exchanged for any other Service Class Shares
of a Portfolio included in the UAM Funds which is comprised of the Fund and UAM
Funds Trust. (For those Portfolios currently offering Service Class Shares,
please call the UAM Funds Service Center.) Exchange requests should be made by
calling the Fund (1-800-638-7983) or by writing to UAM Funds, UAM Funds Service
Center, c/o Chase Global Funds Services Company, P.O. Box 2798, Boston, MA
02208-2798.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to 12:00
noon ET for the DSI Money Market Portfolio, and the close of regular trading on
the Exchange (generally 4:00 p.m. ET) for the other DSI Portfolios will be
processed as of the close of business on the same day. Requests received after
these times will be processed on the next business day. 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.

-20-
<PAGE>

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

INVESTMENT LIMITATIONS

Each DSI Portfolio of the Fund is subject to the following
restrictions which are fundamental policies of the DSI Disciplined Value
Portfolio, DSI Limited Maturity Bond Portfolio and DSI Money Market Portfolio
and may not be changed without the approval of the lesser of (1) at least 67% of
the voting securities of the Portfolio present at a meeting if the holders of
more than 50% of the outstanding voting securities of the Portfolio are present
or represented by proxy, or (2) more than 50% of the outstanding voting
securities of the Portfolio. 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. Only investment limitations (1), (2), (3),
(4) and (11) are classified as fundamental policies of the DSI Balanced
Portfolio. Each Portfolio will not:

(1) invest in commodities except that each Portfolio may invest in futures
contracts and options to the extent that not more than 5% of a
Portfolio's assets are required as deposit to secure obligations under
futures contracts;

-21-
<PAGE>

(3) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly distributed,
and (ii) by lending its portfolio securities to banks, brokers,
dealers and other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder;

(4) 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 options and futures (for the DSI Disciplined Value, DSI
Limited Maturity Bond and DSI Balanced Portfolios) or repurchase
transactions;

(5) purchase on margin or sell short except as specified in (1) above;

(6) with respect to 75% of its assets, purchase more than 10% of the
outstanding voting securities of any issuer;

(7) with respect to 75% of its assets, purchase securities of any issuer
(except obligations of the United States Government and its
instrumentalities) if as the result more than 5% of the Portfolio's
total assets, at the time of purchase, would be invested in the
securities of such issuer;

(8) 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;

(9) borrow money, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess
of 10% (33 1/3% for the DSI Balanced Portfolio) of the
Portfolio's gross assets valued at the lower of market or cost, and a
Portfolio may not purchase additional securities when borrowings
exceed 5% of total gross assets;

-22-
<PAGE>

(10) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% (33 1/3% for the DSI Balanced Portfolio) of its
total assets at fair market value;

(11) underwrite the securities of other issuers or invest more than an
aggregate of 10% (33 1/3% for the DSI Balanced Portfolio) of the
assets of the Portfolio, determined at the time of investment, in
securities subject to legal or contractual restrictions on resale or
securities for which there are no readily available markets, including
repurchase agreements having maturities of more than seven days;

(12) invest for the purpose of exercising control over management of any
company;

(13) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;

(14) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or instruments
issued by U.S. banks when the Portfolio adopts a temporary defensive
position; and

(15) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

-23-
<PAGE>

<TABLE>
<S> <C>
John T. Bennett, Jr. Director of the Fund; President of Squam
College Road-RFD 3 Investment Management Company, Inc. and
Meredith, NH 03253 Great Island Investment Company, Inc.;
1/26/29 President of Bennett Management Company
from 1988 to 1993.

Nancy J. Dunn Director of the Fund; Vice President For
10 Garden Street Finance and Administration and Treasurer of
Cambridge, MA 02138 Radcliffe College since 1991.
8/14/51

Philip D. English Director of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company,
Baltimore, MD 21201 Inc.; Chairman of the Board of Chektec
8/5/48 Corporation and Cyber Scientific, Inc.

William A. Humenuk Director of the Fund; Partner in the
4000 Bell Atlantic Philadelphia office of the law firm Dechert
Tower Price & Rhoads; Director, Hofler Corp.
1717 Arch Street
Philadelphia, PA 19103
4/21/42

Norton H. Reamer* Director, President and Chairman of the
One International Fund; President, Chief Executive Officer
Place and a Director of United Asset Management
Boston, MA 02110 Corporation; Director, Partner or Trustee
3/21/35 of each of the Investment Companies of the
Eaton Vance Group of Mutual Funds.

Charles H. Salisbury, Director of the Fund; Executive Vice
Jr.* President of United Asset Management
One International Corporation; formerly an executive officer
Place and Director of T. Rowe Price and President
Boston, MA 02110 and Chief Investment Officer of T. Rowe
8/24/40 Price Trust Company.

Peter M. Whitman, Jr.* Director of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square
Boston, MA 02111 Investors Corporation since 1988; Director
7/1/43 and Chief Executive Officer of H.T.
Investors, Inc., formerly a subsidiary of
Dewey Square.
</TABLE>

-24-
<PAGE>

<TABLE>
<S> <C>
William H. Park Vice President of the Fund; Executive Vice
One International President and Chief Financial Officer of
Place United Asset Management Corporation.
Boston, MA 02110
9/19/47

Gary L. French Treasurer of the Fund; President of UAM
211 Congress Street Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc.; Vice President of
7/4/51 Operations, Development and Control of
Fidelity Investments in 1995; Treasurer of
the Fidelity Group of Mutual Funds from
1991 to 1995.

Robert R. Flaherty Assistant Treasurer of the Fund; Vice
211 Congress Street President of UAM Fund Services, Inc.;
Boston, MA 02110 former Manager of Fund Administration and
9/18/63 Compliance of Chase Global Fund Services
Company from 1995 to 1996; Senior Manager
of Deloitte & Touche LLP from 1985 to 1995.

Gordon M. Shone Assistant Treasurer of the Fund; Vice
73 Tremont Street President of Fund Administration and
Boston, MA 02108 Compliance of Chase Global Funds Services
7/30/56 Company; formerly Senior Audit Manager of
Coopers & Lybrand LLP from 1983 to 1993.

Michael DeFao Secretary of the Fund; Vice President and
211 Congress Street General Counsel of UAM Fund Services, Inc.
Boston, MA 02110 and UAM Fund Distributors, Inc.; Associate
2/28/68 Attorney of Ropes & Gray (a law firm) from
1993 to 1995.

Karl O. Hartmann Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President and General Counsel of Chase
Boston, MA 02108 Global Funds Services Company.
3/7/55
</TABLE>

- ---------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested
persons" of the Fund as that term is defined in the 1940 Act.

-25-
<PAGE>

As of December 24, 1997, the Directors and officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

Nancy J. Dunn $ 6,774 0 0 $ 8,300
Director

Philip D. English $ 26,791 0 0 $32,750
Director

William A. Humenuk $ 26,791 0 0 $32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

-26-
<PAGE>

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of a Portfolio, as noted.

DSI Disciplined Value Portfolio Institutional Class Shares: Bob & Co.,
c/o Bank of Boston, P.O. Box 1809, Boston, MA, 41.6%* and Bob & Co., c/o Bank of
Boston, P.O. Box 1809, Boston, MA, 11.1%*.

DSI Limited Maturity Portfolio Institutional Class Shares: Bob & Co.,
c/o Bank of Boston, P.O. Box 1809, Boston, MA, 54.5%*; Bob & Co., c/o Bank of
Boston, P.O. Box 1809, Boston, MA, 7.5%*.

DSI Money Market Portfolio Institutional Class Shares: Bank of Boston,
150 Royall Street, Canton, MA 59.7%; CS First Boston Corp., 11 Madison Avenue,
5th Floor, New York, NY, 7.6%* and UMBSC & Co., P.O. Box 419260, Kansas City,
MO, 6.5%.

DSI Balanced Portfolio Institutional Class Shares: Crane & Excelsior
Company, 30 South Street, Dalton, MA, 100.0%.

DSI Discipline Value Portfolio Institutional Service Class Shares:
Wilmington Trust Co., c/o Mutual Funds Account, 1100 North Market Street,
Wilmington, DE, 44.7%; Fleet National Bank, Cherokee Nation, One Federal Street,
Boston, MA, 11.2%; Wilmington Trust Co., c/o Mutual Funds, 1100 North Market
Street, Wilmington, DE, 10.8%; Fleet National Bank, One Federal Street, Boston,
MA 10.0%; and Fleet National Bank, P.O. Box 92800, Boston, MA, 9.9% and
Wilmington Trust Co., c/o Mutual Funds, Wilmington, DE, 6.5%.

- ---------
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Dewey Square Investors Corporation (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in

-27-
<PAGE>

Delaware in December 1980 for the purpose of acquiring and owning firms engaged
primarily in institutional investment management. Since its first acquisition in
August 1983, UAM has acquired or organized approximately 45 such wholly-owned
affiliated firms (the "UAM Affiliated Firms"). UAM believes that permitting UAM
Affiliated Firms to retain control over their investment advisory decisions is
necessary to allow them to continue to provide investment management services
that are intended to meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to operate
under their own firm name, with their own leadership and individual investment
philosophy and approach. Each UAM Affiliated Firm manages its own business
independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them.

Peter M. Whitman, Jr., a director of the Fund, is President and Chief
Investment Officer of the Adviser.

SERVICES PERFORMED BY ADVISER

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreements, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreements, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, 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 under the Agreements.

-28-
<PAGE>

may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days written notice to the Adviser. The Agreements may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days written
notice to the Fund. The Agreements will automatically and immediately terminate
in the event of their assignment.

PHILOSOPHY AND STYLE

The Adviser's equity portfolio management approach is "value-oriented"
and makes use of a proprietary screen to rank a universe of 1,000 stocks
according to relative attractiveness. The Adviser's philosophy is derived from a
belief that low P/E, high yield portfolios will generate superior results over
time. Portfolios are built from the "bottom-up," stock-by-stock, subject to a
disciplined diversification process which is intended to avoid becoming overly
concentrated in any one segment of the market. The objective is to provide more
consistent and less volatile performance than other typical value managers.

The Adviser's fixed income philosophy is based on the premise that
investing for yield will produce superior results over the long term.
Therefore, the fixed income portfolio is constructed primarily of corporate
bonds, mortgage pass-throughs and other high yielding sectors of the investment
grade bond market. Modest amounts of less than investment grade issues are used
for yield and diversification. The portfolio is built with an emphasis on
higher yield relative to the benchmark in order to provide superior investment
return, investment grade securities to provide safety of principal and
stability, limited interest rate anticipation to control market risk, and broad
diversification by sector and subsector to control portfolio risk.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included American Airlines,
Raytheon Corp., Bank of Boston, Guy Gannett Publishing and Reed & Barton.

ADVISORY FEES

-29-
<PAGE>

As compensation for services rendered by the Adviser under the
Investment Advisory Agreement, each DSI Portfolio pays the Adviser an annual
fee, in monthly installments, calculated by applying the following annual
percentage rates to each of the DSI Portfolio's average daily net assets for the
month:

-30-
<PAGE>

<TABLE>
<CAPTION>
Rate
<S> <C>
DSI Balanced Portfolio........... .45% for the first 12 months of operation
.55% for the next 12 months of operations
and
.65% thereafter

DSI Disciplined Value Portfolio.. .750% of the first $500 million
.650% in excess of $500 million
DSI Limited Maturity Bond
Portfolio...................... .450% of the first $500 million
.400% of the next $500 million
.350% in excess of $1 billion

DSI Money Market Portfolio....... .400% of the first $500 million
.350% in excess of $500 million
</TABLE>

For the years ended October 31, 1995, 1996, and 1997, the DSI
Disciplined Value Portfolio paid advisory fees of approximately $362,000,
$429,033 and $578,915, respectively, to the Adviser.

For the years ended October 31, 1995, 1996 and 1997, the DSI Limited
Maturity Bond Portfolio paid advisory fees of approximately $132,000, $134,334
and $141,248, respectively, to the Adviser.

For the years ended October 31, 1995, 1996 and 1997, the DSI Money
Market Portfolio paid advisory fees of approximately $393,000, $230,533 and
$333,241, respectively, to the Adviser. During the fiscal years ended October
31, 1995, 1996 and 1997, the Adviser voluntarily waived advisory fees of
approximately $82,000, $283,121 and $426,538, respectively.

As of October 31, 1997, the DSI Balanced Portfolio had not yet
commenced operations.

SERVICE AND DISTRIBUTION PLANS

As stated in the DSI Disciplined Value Portfolio's Service Class
Shares Prospectus, UAM Fund Distributors, Inc. (the "Distributor") may enter
into agreements with broker-dealers and other financial institutions ("Service
Agents"), pursuant to which they will provide administrative support services to
Service Class shareholders who are their customers ("Customers")

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<PAGE>

in consideration of such Fund's payment of 0.25% (on an annualized basis) of the
average daily net asset value of the Service Class Shares held by the Service
Agent for the benefit of its Customers. Such services include:

(a) acting as the sole shareholder of record and nominee for
beneficial owners;

(b) maintaining account records for such beneficial owners of the
Fund's shares;

(d) answering questions and handling correspondence from shareholders
about their accounts;

(e) processing shareholder orders to purchase, redeem and exchange
shares;

(f) handling the transmission of funds representing the purchase price
or redemption proceeds;

(g) issuing confirmations for transactions in the Fund's shares by
shareholders;

(h) distributing current copies of prospectuses, statements of
additional information and shareholder reports;

(i) assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody accounts;

(j) providing account maintenance and accounting support for all
transactions; and

(k) performing such additional shareholder services as may be agreed
upon by the Fund and the Service Agent, provided that any such additional
shareholder service must constitute a permissible non-banking activity in
accordance with the then current regulations of, and interpretations thereof by,
the Board of Governors of the Federal Reserve System, if applicable.

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

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<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). The Shareholder Services
Plan may be terminated at any time by vote of a majority of the Directors of the
Fund who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan or, at the discretion of the Board of Directors of the Fund,
by vote of a majority of the outstanding voting securities of the Fund. So long
as the arrangements with Service Agents are in effect, the selection and
nomination of the members of the Fund's Board of Directors who are not
"interested persons" (as defined in the 1940 Act) of the Company will be
committed to the discretion of such non-interested Directors.

During the fiscal year ended October 31, 1997, the DSI Disciplined
Value Portfolio's Service Class paid $9,035 to Service Agents for services
provided pursuant to the Shareholder Services Plan.

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, advertising the
availability of services and products; designing materials to send to customers
and developing methods of making such materials accessible to customers;
providing information about the product needs of customers; providing facilities
to solicit Fund sales and to answer questions from prospective and existing
investors about the Fund; receiving and answering correspondence from
prospective investors, including requests for sales literature, prospectuses and
statements of additional information; displaying and making sales literature and
prospectuses available; acting as liaison

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<PAGE>

between shareholders and the Fund, including obtaining information from the Fund
and providing performance and other information about the Fund. In addition, the
Service Class Shares may make payments directly to other unaffiliated parties,
who either aid in the distribution of their shares or provide services to the
Class.

The maximum annual aggregate fee payable by the Fund under the Service
and Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares'
average daily net assets for the year. The Fund's Board of Directors may reduce
this amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such Class, the Board of Directors has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Service Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented by the
Service Class. While the current fee which will be payable under the Service
Plan has been set at 0.25%, the Plan permits a full 0.75% on all assets to be
paid at any time following appropriate Board approval.

All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount paid by the Service
Class Shares will be borne by such persons without any reimbursement from such
classes. Subject to seeking best price and execution, the Fund may, from time
to time, buy or sell portfolio securities from or to firms which receive
payments under the Plans. From time to time, the Distributor may pay additional
amounts from its own resources to dealers for aid in distribution or for aid in
providing administrative services to shareholders.

The Plans, the Distribution Agreement and the form of dealer's and
services agreements have all been approved by the Board of Directors of the
Fund, including a majority of the directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plan or any related agreements, by vote cast in person
at a meeting duly called for the purpose of voting on the Plan and such
Agreements. Continuation of the Plan, the Distribution Agreement and the
related agreements must be approved annually by the Board of Directors in the
same manner, as specified above.

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<PAGE>

may be terminated at any time without penalty by a majority of those Directors
who are not "interested persons" or by a majority vote of the outstanding voting
securities of the Class. Any amendment materially increasing the maximum
percentage payable under the Plans must likewise be approved by a majority vote
of the relevant Class' outstanding voting securities, as well as by a majority
vote of those Directors who are not "interested persons." Also, any other
material amendment to the Plans must be approved by a majority vote of the
Directors including a majority of the Directors of the Fund having no interest
in the Plans. In addition, in order for the Plans to remain effective, the
selection and nomination of Directors who are not "interested persons" of the
Fund must be effected by the Directors who themselves are not "interested
persons" and who have no direct or indirect financial interest in the Plans.
Persons 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.

During the fiscal year ended October 31, 1997, the DSI Disciplined
Value Portfolio's Service Class paid no compensation to the Distributor for
services provided pursuant to the Distribution Plan.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for each of the Portfolios and directs the Adviser to use its best
efforts to obtain the best execution with respect to all transactions for the
Portfolios. In doing so, a Portfolio may pay higher commission rates than the
lowest rate available when the Adviser believes it is reasonable to do so in
light of the value of the research, statistical, and pricing services provided
by the broker effecting the transaction. It is not the Fund's practice to
allocate brokerage or 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, 1995,
1996 and 1997, the DSI Disciplined Value Portfolio paid brokerage commissions of
approximately $191,222, $204,544 and $256,031, 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

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<PAGE>

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

The Board of Directors of the Fund approved a Fund Administration
Agreement, effective April 15, 1996 ("Fund Administration Agreement") between
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of UAM, and the
Fund. Pursuant to the terms of the Fund Administration Agreement, UAMFSI
manages, administers and conducts the general business activities of the Fund
other than those which have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Agreement.

Pursuant to the terms of the Agreements, each Portfolio pays UAMFSI a
two part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and
a sub-administration fee which UAMFSI in turn pays to CGFSC. The following
portfolio-specific fees are calculated from the aggregate net assets of each
Portfolio:
<TABLE>
<CAPTION>
Annual Rate
<S> <C>
Disciplined Value Portfolio................. 0.06%
Limited Maturity Bond Portfolio............. 0.04%
Money Market Portfolio...................... 0.02%
Balanced Portfolio.......................... 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized
basis as follows:

0.19 of 1% of the first $200 million of combined Fund net assets;

0.11 of 1% of the next $800 million of combined Fund net assets;

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<PAGE>

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

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 fiscal periods prior 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 from $2,000 per month upon inception of a Portfolio to $70,000 annually
after two years.

During the fiscal years ended October 31, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the DSI Disciplined
Value Portfolio totaled approximately $78,000, $99,321 and $133,991,
respectively; the DSI Limited Maturity Bond Portfolio paid administrative
services fees of $87,000, $92,990 and $94,725, respectively; and the DSI Money
Market Portfolio paid administrative fees of $134,000, $149,671 and $224,190,
respectively. Of the fees paid during the years ended October 31, 1996 and
October 31, 1997, DSI Disciplined Value Portfolio paid $79,439 and $87,680 to
CGFSC and $19,882 and $46,311 to UAMFSI, respectively; DSI Limited Maturity Bond
Portfolio paid $86,458 and $82,171 to CGFSC and $6,532 and $12,554 to UAMFSI,
respectively; and DSI Money Market Portfolio paid $135,324 and $186,237 to CGFSC
and $14,347 and $37,953 to UAMFSI, respectively. As of October 31, 1997, the
DSI Balanced Portfolio had not yet commenced operations.

UAMFSI bears all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be incurred
in the operation of the Fund are borne by the Fund or other parties, including
taxes, interest, brokerage fees and commissions, if any, salaries and fees of
officers and members of the Board who are not officers,

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<PAGE>

directors, shareholders or employees of UAMFSI, or the Fund's investment adviser
or distributor, SEC fees and state Blue Sky fees, EDGAR filing fees, processing
services and related fees, advisory and administration fees, charges and
expenses of pricing and data services, independent public accountants and
custodians, insurance premiums including fidelity bond premiums, outside legal
expenses, costs of maintenance of corporate existence, typesetting and printing
of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
expenses, and any extraordinary expenses and other customary Fund expenses.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the DSI Disciplined
Value Portfolio, DSI Limited Maturity Bond Portfolio, and DSI Money Market
Portfolio paid the Service Provider $13,601, $399, and $13,901, respectively, in
fees pursuant to the Services Agreement.

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<PAGE>

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

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<PAGE>

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

The Distributor received no compensation for its services directly or
indirectly from any of the Portfolios during the Fund's fiscal year ended
October 31, 1997.

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 Commission, which require the use of standardized performance
quotations or, alternatively, that every non-standardized performance quotation
furnished by each class of the Fund be accompanied by certain standardized
performance information computed as required by the Commission. Current yield
and average annual compounded total return quotations used by each class of the
Fund are based on the standardized methods of computing performance mandated by
the Commission. An explanation of those and other methods used by each class of
the Fund to compute or express performance follows.

TOTAL RETURN

The average annual total return is determined by finding the average
annual compounded rates of return over 1, 5, and 10 year periods that would
equate an initial hypothetical $1,000 investment to its ending redeemable value.
The calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1, 5 and 10 year period and the deduction of all applicable Fund expenses
on an annual basis. Since Service Class Shares of the DSI Disciplined Value
Portfolio bear additional service and distribution expenses, the

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<PAGE>

average annual total return of the Service Class Shares of a Portfolio will
generally be lower than that of the Institutional Class Shares of the same
Portfolio.

The average annual total rates of return for each of the DSI
Portfolios from inception to October 31, 1997 and for the one-year and five-year
periods ended October 31, 1997 are as follows:

<TABLE>
<CAPTION>
Since
Inception
One Year Five Years Through Year
Ended Ended Ended
October 31, October 31, October 31, Inception
1997 1997 1997 Date
------------ ----------- ------------- ---------
<S> <C> <C> <C> <C>
DSI Disciplined Value
Portfolio (Institutional
Class)................. 28.99% 19.17% 13.75% 12/12/89

DSI Disciplined Value
Portfolio (Service
Class)................... N/A N/A 9.31% 5/23/97

DSI Limited Maturity Bond
Portfolio
(Institutional Class).... 6.93% 5.07% 6.81% 12/18/89

DSI Money Market Portfolio
(Institutional Class).... 5.26% 4.38% 4.87% 12/28/89
</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).

Shares of the DSI Balanced Portfolio were not offered as of October
31, 1997. Accordingly, no total return figures are available.

YIELD

Current yield reflects the income per share earned by a Portfolio's
investments. Since Service Class Shares of a

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<PAGE>

Portfolio 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.

Current yield 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.
The yield for the Institutional Class Shares of the DSI Limited Maturity Bond
Portfolio for the 30-day period ended on October 31, 1997 was 6.16%.

This 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.

CALCULATION OF YIELD (DSI MONEY MARKET PORTFOLIO)

The current yield of the DSI Money Market Portfolio is calculated daily on
a base period return for a hypothetical account having a beginning balance of
one share for a particular period of time (generally 7 days). The return is
determined by dividing the net change (exclusive of any capital changes in such
account) by its average net asset value for the period, and then multiplying it
by 365/7 to determine the annualized current yield. The calculation of net
change reflects the value of additional shares purchased with the dividends by
the Portfolio, including dividends on both the original share and on such
additional shares. An effective yield, which reflects the effects of
compounding and represents an annualization of the current yield with all
dividends reinvested, may also be calculated for the Portfolio by dividing the
base period return by 7, adding 1 to the quotient, raising the sum to the 365th
power, and subtracting 1 from the result.

The current and effective yield calculations for the DSI Money Market
Portfolio Institutional Class Shares for the 7-day base period ended October 31,
1997 are 5.36% and 5.51%, respectively.

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<PAGE>

COMPARISONS

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 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 Board of Directors has classified
an additional class of shares in each Portfolio, known as Advisor Shares. As of
the date of this Statement of Additional Information, no Advisor shares of these
Portfolios have been offered by the Fund.

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<PAGE>

noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of Directors can elect 100% of the Directors
if they choose to do so. A shareholder is entitled to one vote for each full
share held (and a fractional vote for each fractional share held), then standing
in his or her name on the books of the Fund. Both Institutional Class and
Service Class Shares represent interests 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 the
Portfolios' net investment income, if any, together with any net realized
capital gains in the amount and at the times that will avoid both income
(including capital gains) taxes on it and the imposition of the federal excise
tax on undistributed income and capital gains (see discussion under "Dividends,
Capital Gains Distributions and Taxes" in the Prospectuses). The amounts of any
income dividends or capital gains distributions cannot be predicted.

Any dividend or distribution paid shortly after the purchase of shares
of a Portfolio by an investor may have the effect of reducing the per share net
asset value of that Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the Prospectus.

As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gain distributions are
automatically received in additional shares of the Portfolios at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholders in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

Each Portfolio will be treated as a separate entity (and hence as a
separate "regulated investment company") for Federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to

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<PAGE>

offset (for federal income tax purposes) such gains against any capital losses
of another Portfolio.

FEDERAL TAXES

In order for a Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the 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.

Each Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the DSI
Disciplined Value, Limited Maturity Bond, and Money Market Portfolios for the
fiscal year ended October 31, 1997, which appear in the DSI Portfolios' 1997
Annual Report to Shareholders, and the report thereon of Price Waterhouse LLP,
independent accountants, also appearing therein, are attached to this Statement
of Additional Information.

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<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.

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.

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

A-1
<PAGE>

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 Ratings Services 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.

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.

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.

A-2
<PAGE>

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 MORTGAGE-BACKED SECURITIES

Mortgage-backed securities represent ownership interests in a pool of
residential mortgage loans. These securities are designed to provide monthly
payments of interest and principal to the investor. The mortgagor's monthly
payments to his/her lending institution are "passed-through" to investors. Most
issuers or poolers provide guarantees of payments, regardless of whether or not
the mortgagor actually makes the payment. The guarantees made by issuers or
poolers are supported by various forms of credit, collateral, guarantees or
insurance, including individual loan, title, pool and hazard insurance purchased
by the issuer. There can be no assurance that the private issuers can meet
their obligations under the policies. Mortgage-backed securities issued by
private issuers, whether or not such securities are subject to guarantees, may
entail greater risk. If there is no guarantee provided by the issuer, mortgage-
backed securities purchased will be rated investment grade by Moody's or S&P.

UNDERLYING MORTGAGES

Pools consist of whole mortgage loans or participations in loans. The
majority of these loans are made to purchasers of 1-4 family homes. The terms
and characteristics of the mortgage instruments are generally uniform within a
pool but may vary among pools. For example, in addition to fixed-rate, fixed-
term mortgages, the DSI Portfolios may purchase mortgage securities consisting
of pools of variable rate mortgages (VRM), growing equity mortgages (GEM),
graduated payment mortgages (GPM) and other types where the principal and
interest payment procedures vary. VRM's are mortgages which reset the
mortgage's interest rate on pools of VRM's. GPM and GEM pools maintain constant
interest with varying levels of principal repayment over the life of the
mortgage. These different interest and principal payment procedures should not
impact a Portfolio's net asset value since the prices at which these securities
are valued each day will reflect the payment procedures.

All poolers apply standards for qualification to local lending
institutions which originate mortgages for the pools. Poolers also establish
credit standards and underwriting criteria for individual mortgages included in
the pools. In addition, many mortgages included in pools are insured through
private mortgage insurance companies.

A-3
<PAGE>

AVERAGE LIFE

The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's term may be
shortened by unscheduled or early payments of principal and interest on the
underlying mortgages. The occurrence of mortgage prepayment is affected by
factors including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.

As prepayment rates of individual pools vary widely, it is not
possible to accurately predict the average life of a particular pool. For pools
of fixed-rate 30-year mortgages, common industry practice is to assume the
prepayments will result in a 12-year average life. Pools of mortgages with
other maturities or different characteristics will have varying assumptions for
average life.

RETURNS ON MORTGAGE-BACKED SECURITIES

Yields on mortgage-backed pass-through securities are typically quoted
on the maturity of the underlying instruments and the associated average life
assumption. Actual prepayment experience may cause the yield to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yields of
the Portfolios. The compounding effect from reinvestment of monthly payments
received by a Portfolio will increase its yield to shareholders, compared to
bonds that pay interest semiannually.

ABOUT MORTGAGE-BACKED SECURITIES

Interests in pools of mortgage-backed securities differ from other
forms of debt securities, which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified call
dates. Instead, these securities provide a monthly payment which consists of
both interest and principal payments. In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
residential mortgage loans, net of any fees paid to the issuer or guarantor of
such securities. Additional payments are caused by repayments resulting from
the sale of the underlying residential property, refinancing or foreclosure net
of fees or costs which may be incurred. Some mortgage-backed securities are
described as "modified pass-through." These securities entitle the holders to
receive all interest and principal payments owed on the mortgages in the pool,
net of certain fees, regardless of whether or not the mortgagors actually make
the payment.

A-4
<PAGE>

Residential mortgage loans are pooled by the Federal Home Loan
Mortgage Corporation (FHLMC). FHLMC is a corporate instrumentality of the U.S.
Government and was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. Its stock is owned by
the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates
("PCs") which represent interests in mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal.

The Federal National Mortgage Association (FNMA) is a government
sponsored corporation owned entirely by private stockholders. It is subject to
general regulation by the Secretary of Housing and Urban Development. FNMA
purchases residential mortgages from a list of approved seller/servicers which
include state and federally-chartered savings and loan associations, mutual
savings banks, commercial banks and credit unions and mortgage bankers. Pass-
through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA.

The principal government guarantor of mortgage-backed securities is
the Government National Mortgage Association (GNMA). GNMA is a wholly-owned
U.S. Government corporation within the Department of Housing and Urban
Development. GNMA is authorized to guarantee, with the full faith and credit of
the U.S. Government, the timely payment of principal and interest on securities
issued by approved institutions and backed by pools of FHA-insured or VA-
guaranteed mortgages.

Commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers also
create pass-through pools of conventional residential mortgage loans. Pools
created by such non-governmental issuers generally offer a higher rate of
interest than government and government-related pools because there are no
direct or indirect government guarantees of payments in the former pools.
However, timely payment of interest and principal of these pools is supported by
various forms of insurance or guarantees, including individual loan, title, pool
and hazard insurance purchased by the issuer. The insurance and guarantees are
issued by governmental entities, private insurers and mortgage poolers. There
can be no assurance that the private insurers can meet their obligations under
the policies. Mortgage-backed securities purchased for the DSI Limited Maturity
Bond Portfolio will, however, be rated of investment grade quality by Moody's or
S&P.

The DSI Limited Maturity Bond Portfolio expects that Governmental or
private entities may create mortgage loan pools offering pass-through
investments in addition to those described

A-5
<PAGE>

above. The mortgages underlying these securities may be alternative mortgage
instruments, that is mortgage instruments whose principal or interest payment
may vary or whose terms to maturity may be shorter than previously customary. As
new types of mortgage-backed securities are developed and offered to investors,
the Portfolios will, consistent with their investment objective and policies,
consider making investments in such new types of securities.

III. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

In the case of securities not backed by the full faith and credit of
the United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed to service its
debt. Debt from certain other agencies and instrumentalities, including the
Federal Home Loan Bank and Federal National Mortgage Association, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their debt securities are backed
only by the credit worthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee
securities include the Export-Import Bank of the United

A-6
<PAGE>

States, Farmers Home Administration, Federal Housing Administration, Maritime
Administration, Small Business Administration, and The Tennessee Valley
Authority.

IV. DESCRIPTION OF FOREIGN INVESTMENTS

As foreign companies are not generally subject to uniform accounting,
auditing and financing reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

Certain foreign governments levy withholding taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from the companies comprising the Fund's Portfolios.
However, these foreign withholding taxes are not expected to have a significant
impact.

A-7
<PAGE>

APPENDIX B - COMPARISONS

(a) Donoghue's Money Fund Average -- is an average of all major money
market fund yields, published weekly for 7 and 30-day yields.

(b) 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.

(c) 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.

(d) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.

(e) Wilshire 5000 Equity Index or its component indices -- represents the
return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.

(f) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- measures total return and average current
yield for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestments of all
distributions, exclusive of any applicable sales charges.

(g) Lipper 1-5 Year Short Investment Grade Debt Funds Average -- is an
average of 160 funds that invest at least 65% of assets in investment
grade debt issues (rated in top four grades with dollar-weighted
average maturities of 5 years or less.

(h) Merrill Lynch 1-4.99 Year Corporate/Government Bond Index -- is an
unmanaged index composed of U.S. Treasuries, agencies and corporates
with maturities from 1 to 4.99 years. Corporates are investment grade
only (rated in the top four grades).

B-1
<PAGE>

(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.

(n) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of
10 years or greater.

(o) Lehman Brothers Intermediate Government/Corporate Index -- is a
combination of the Government and Corporate Bond Indices. All issues
are investment grade (BBB) or higher, with maturities of one to ten
years and an outstanding par value of at least $100 million for U.S.
Government issues and $25 million for others. The Government Index
includes public obligations of the U.S. Treasury, issues of Government
agencies, and corporate debt backed by the U.S. Government. The
Corporate Bond Index includes fixed-rate nonconvertible corporate
debt. Also included are Yankee Bonds and nonconvertible debt issued
by or guaranteed by foreign or international governments and agencies.
Any security downgraded during the month is held in the index until
month-end and then removed. All returns are market value weighted
inclusive of accrued income.

B-2
<PAGE>

(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.

(t) Merrill Government/Corporate 1 to 5 Year Index -- is an unmanaged
index composed of U.S. Treasuries, agencies and corporates with
maturities from 1 to 4.99 years. Corporates are investment grade only
(rated in the top four grades).

(u) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc.
-- analyzes price, current yield, risk, total return and average rate
of return (average annual compounded growth rate) over specified time
periods for the mutual fund industry.

(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, Investor's Daily, Lipper Analytical Services,
Inc., Morningstar, Inc., New York Times, Personal Investor, Wall
Street Journal and Weisenberger Investment Companies Service --
publications that rate fund performance over specified time periods.

(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.

B-3
<PAGE>

(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 and Loan League Fact Book.

(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-4
<PAGE>

PART B

UAM FUNDS

FMA SMALL COMPANY PORTFOLIO

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

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 FMA Small Company Portfolio's Institutional Class Shares dated January 22,
1998 and the Prospectus for the FMA Small Company Portfolio Institutional
Service Class Shares (the "Service Class Shares") dated January 22, 1998. To
obtain a Prospectus, please call the UAM Funds Service Center: 1-800-638-7983

TABLE OF CONTENTS

<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES....................................... 2

PURCHASE AND REDEMPTION OF SHARES........................................ 4

SHAREHOLDER SERVICES..................................................... 6

INVESTMENT LIMITATIONS................................................... 7

MANAGEMENT OF THE FUND................................................... 9

INVESTMENT ADVISER....................................................... 13

SERVICE AND DISTRIBUTION PLANS........................................... 15

PORTFOLIO TRANSACTIONS................................................... 18

ADMINISTRATIVE SERVICES.................................................. 19

CUSTODIAN................................................................ 22

INDEPENDENT ACCOUNTANTS.................................................. 22

DISTRIBUTOR.............................................................. 22

PERFORMANCE CALCULATIONS................................................. 22

GENERAL INFORMATION...................................................... 25

FINANCIAL STATEMENTS..................................................... 27

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS....................... A-1

APPENDIX B - COMPARISONS................................................. B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objective and
policies of the FMA Small Company Portfolio (the "Portfolio) as set forth in the
FMA Portfolio's Prospectuses.

LENDING OF SECURITIES

The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or securities
issued or guaranteed by the United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). The Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of collateral for the loan) at fair market value would be
committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above.

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in the short-term investments described below:

(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are non-
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Time deposits maturing in more than seven
days will not be purchased by the Portfolio, and time deposits maturing from two
business days through seven calendar days will not exceed 10% of the total
assets of the Portfolio.

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<PAGE>

Certificates of deposit are negotiable short-term obligations issued
by commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods).

The Portfolio will not invest in any debt security issued by a
commercial bank unless (i) the bank had total assets of a least $1 billion, or
the equivalent in other currencies, (ii) in the case of U.S. banks, it is a
member of the Federal Deposit Insurance Corporation, and (iii) in the case of
foreign branches of U.S. banks, the security is, in the opinion of the Adviser,
of an investment quality comparable with other debt securities which may be
purchased by the Portfolio;

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or
Baa by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct obligations
of the U.S. Government and differ mainly in interest rates, maturities and dates
of issue;

(6) Repurchase agreements collateralized by securities listed above.

PORTFOLIO TURNOVER

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<PAGE>

Portfolio turnover may vary greatly from year to year as well as within a
particular year, and may also be affected by cash requirements for redemptions
of shares. See "Financial Highlights" in the Prospectuses for the historical
portfolio turnover rates with respect to the Portfolio.

PURCHASE AND REDEMPTION OF SHARES

Both classes of shares of the Portfolio may be purchased without a
sales commission, at the net asset value per share next determined after an
order is received in proper form by the Fund and payment is received by the
Fund's custodian. The minimum initial investment required is $25,000 with
certain exceptions as may be determined from time to time by the officers of the
Fund. An order received in proper form prior to the close of regular trading on
the New York Stock Exchange (the "Exchange") (generally 4:00 p.m. Eastern Time),
will be executed at the price computed on the date of receipt; and an order
received not in proper form or after the close of the Exchange will be executed
at the price computed on the next day the Exchange is open after proper receipt.
The Exchange will be closed on the following days: Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day; New
Year's Day; and Dr. Martin Luther King, Jr. Day.

The Portfolio reserves the right in its sole discretion (1) to suspend
the offering of its shares, (2) to reject purchase orders when in the judgement
of management such rejection is in the best interest of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the Portfolio's shares.

The Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that both the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Portfolio to dispose of securities owned by it, or to fairly determine
the value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be

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<PAGE>

paid in whole or in part, in investment securities or in cash, as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Fund. If redemptions are
paid in investment securities, such securities will be valued as set forth in
the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

No charge is made by the Portfolio for redemptions. Any redemption
may be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

Signature Guarantees -- To protect your account, the Fund and Chase
Global Funds Services Company ("CGFSC") from fraud, signature guarantees are
required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signatures guarantees are required for (1) all redemptions when the
proceeds are to be paid to someone other than the registered owner(s) or
registered address, and (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

VALUATION OF SHARES

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<PAGE>

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 securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is based
upon the bid price of the foreign currency against U.S. dollars quoted by any
major bank or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the Prospectuses.

EXCHANGE PRIVILEGE

Institutional Class Shares of the Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds which
is comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of
the UAM Funds -- Institutional Class Shares at the end of the Portfolio's
Institutional Class Shares Prospectus.) Service Class Shares of the Portfolio
may be exchanged for any other Service Class Shares of a Portfolio included in
the UAM Funds which is comprised of the Fund and UAM Funds Trust. (For those
Portfolios currently offering Service Class Shares, please see the list of
Service Class Shares at the end of the Portfolio's Service Class Shares
Prospectus.) Exchange requests should be made by calling the Fund (1-800-638-
7983) or by writing to UAM Funds, UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange
privilege is only available with respect to Portfolios that are qualified for
sale in the shareholder's state of residence.

Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind.
Before making an exchange into a Portfolio, a shareholder should read its
Prospectus and consider the investment objectives and policies 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.

-6-
<PAGE>

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to the close of regular trading on the Exchange (generally 4:00
p.m. Eastern Time) will be processed as of the close of business on the same
day. Requests received after the close of regular trading on the Exchange will
be processed on the next business day. 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 of the Portfolio 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 Portfolio is subject to the following restrictions which are
fundamental policies and may not be changed without the approval of the lesser
of: (1) at least 67% of the voting securities of the Portfolio present at a
meeting if the holders of more than 50% of the outstanding voting securities of
the Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the Portfolio. The Portfolio will not:

(1) invest in commodities;

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<PAGE>

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may
purchase and sell securities which are secured by interests in
real estate;

(3) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly
distributed; and (ii) by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long
as such loans are not inconsistent with the 1940 Act or the rules
and regulations or interpretations of the Commission thereunder;

(4) issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Portfolio
from (i) making any permitted borrowings, mortgages or pledges,
or (ii) entering into repurchase transactions;

(5) purchase on margin or sell short;

(6) with respect to 75% of its assets, purchase more than 10% of the
outstanding voting securities of any issuer;

(7) with respect to 75% of its assets, purchase securities of any
issuer (except obligations of the United States Government and
its instrumentalities) if as the result more than 5% of the
Portfolio's total assets, at the time of purchase, would be
invested in the securities of such issuer;

(9) borrow money, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 10% of the Portfolio's gross assets valued at the lower
of market or cost, and the Portfolio may not purchase additional
securities when borrowings exceed 5% of total gross assets;

-8-
<PAGE>

(10) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;

(11) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the assets of the Portfolio, determined at
the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;

(12) invest for the purpose of exercising control over management of
any company;

(13) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;

(15) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

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<PAGE>

Nancy J. Dunn Director of the Fund; Vice President for Finance and
10 Garden Street Administration of Radcliffe College since 1991.
Cambridge, MA 02138
8/14/51

Philip D. English Director of the Fund; President and Chief Executive
16 West Madison Officer of Broventure Company, Inc.; Chairman of the
Street Board of Chektec Corporation and Cyber Scientific, Inc.
Baltimore, MD 21201
8/15/48

William A. Humenuk Director of the Fund; Partner in the Philadelphia office
4000 Bell Atlantic of the law firm Dechert Price & Rhoads; Director, Hofler
Tower Corp.
1717 Arch Street
Philadelphia, PA
19103
4/21/42

Norton H. Reamer* Director, President and Chairman of the Fund; President,
One International Chief Executive Officer and a Director of United Asset
Place Management Corporation; Director, Partner or Trustee of
Boston, MA 02110 each of the Investment Companies of the Eaton Vance Group
3/21/35 of Mutual Funds.

Charles H. Director of the Fund; Executive Vice President of United
Salisbury, Jr.* Asset Management Corporation; formerly an executive
One International officer and Director of T. Rowe Price and President and
Place Chief Investment officer of T. Rowe Price Trust Company.
Boston, MA 02110
8/24/40

Peter M. Whitman, Director of the Fund; President and Chief Investment
Jr.* Officer of Dewey Square Investors Corporation since 1988;
One Financial Center Director and Chief Executive Officer of H.T. Investors,
Boston, MA 02111 Inc., formerly a subsidiary of Dewey Square.
7/1/43
</TABLE>

-10-
<PAGE>

<TABLE>
<S> <C>
William H. Park Vice President of the Fund; Executive Vice President and
One International Chief Financial Officer of United Asset Management
Place Corporation.
Boston, MA 02110
9/19/47

Gary L. French Treasurer of the Fund; President of UAM Fund Services,
211 Congress Street Inc. and UAM Fund Distributors, Inc.; Vice President of
Boston, MA 02110 Operations, Development and Control of Fidelity
7/4/51 Investments in 1995; Treasurer of the Fidelity Group of
Mutual Funds from 1991 to 1995.

Robert R. Flaherty Assistant Treasurer of the Fund; Vice President of UAM
211 Congress Street Fund Services, Inc.; former Manager of Fund
Boston, MA 02110 Administration and Compliance of Chase Global Fund
9/18/63 Services Company from 1995 to 1996; Deloitte & Touche LLP
from 1985 to 1995, formerly Senior Manager.

Gordon M. Shone Assistant Treasurer of the Fund, Vice President of Fund
73 Tremont Street Administration and Compliance of Chase Global Funds
Boston, MA 02110 Services Company; formerly Senior Audit Manager of
7/30/56 Coopers & Lybrand LLP from 1983 to 1993.

Michael DeFao Secretary of the Fund; Vice President and General Counsel
211 Congress Street of UAM Fund Services, Inc. and UAM Fund Distributors,
Boston, MA 02110 Inc.; Associate Attorney of Ropes & Gray (a law firm)
2/28/68 from 1993 to 1995.

Karl O. Hartmann Assistant Secretary of the Fund; Senior Vice President
73 Tremont Street and General Counsel of Chase Global Funds Services
Boston, MA 02108 Company; Senior Vice President, Secretary and General
3/7/55 Counsel of Leland, O'Brien, Rubenstein Associates, Inc.
from November 1990 to November 1991.
</TABLE>

- --------

* Messrs. Reamer, Whitman and Salisbury are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned
less than 1% of the Fund's outstanding shares.

-11-
<PAGE>

REMUNERATION OF DIRECTORS AND OFFICERS

John T. Bennett Jr......... $26,791 0 0 $32,750
Director

Nancy J. Dunn.............. $ 6,744 0 0 $ 8,300
Director

Philip D. English.......... $26,791 0 0 $32,750
Director

William A. Humenuk......... $26,791 0 0 $32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of the Portfolio:

FMA Small Company Portfolio Institutional Class Shares: Charles Schwab
& Co., Inc., Reinvest Account, Attn: Mutual Funds, 101 Montgomery Street, San
Francisco, CA, 20.8%; Dingle & Co., c/o Comerica Bank, Attn: Mutual Funds, P.O.
Box 75000, Detroit, MI, 12.4%; IBEW Local Union #226, Pension Fund, 4101
Southgate Drive, Suite A, Attn: Gary Muckenthaler, P.O. Box 5515, Topeka, KS,
9.5%; UFCW Local 23 & Giant Eagle Pension Funds, Central Data Services, Attn:
Kathryn Cross, 150 River Avenue, Suite 200, Pittsburgh, PA, 9.5%; Lafoba & Co.
1-3240,

-12-
<PAGE>

c/o Lake Forest Bank and Trust, 727 North Bank Lane, Lake Forest, IL, 6.7%; FMA
Small Company Portfolio Institutional Service Class Shares: Ironworkers Local
498 Supplemental Pension Plan, Attn: Mike Linder, c/o Joseph Anthony Associates,
4749 West Lincoln Mall Drive, Suite 202, Matteson, IL, 94.0%; Thomas C. Kisting,
Ironworkers Local 498 Health Welfare Fund, c/o Joseph Anthony Associates, 4749
Lincoln Mall Drive, Suite 202, Matteson, IL, 6.0%.

INVESTMENT ADVISER

CONTROL OF ADVISER

Fiduciary Management Associates, Inc. (the "Adviser") is a wholly-
owned subsidiary of United Asset Management Corporation ("UAM"), a holding
company incorporated in Delaware in December 1980 for the purpose of acquiring
and owning firms engaged primarily in institutional investment management.
Since its first acquisition in August 1983, UAM has acquired or organized
approximately 45 such wholly-owned affiliated firms (the "UAM Affiliated
Firms"). UAM believes that permitting UAM Affiliated Firms to retain control
over their investment advisory decisions is necessary to allow them to continue
to provide investment management services that are intended to meet the
particular needs of their respective clients. Accordingly, after acquisition by
UAM, UAM Affiliated Firms continue to operate under their own firm name, with
their own leadership and individual investment philosophy and approach. Each
UAM Affiliated Firm manages its own business independently on a day-to-day
basis. Investment strategies employed and securities selected by UAM Affiliated
Firms are separately chosen by each of them.

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreement ("Agreement") between the Fund
and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolio's assets, to continuously review, supervise and
administer the Portfolio's investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolio's assets to be held uninvested.

-13-
<PAGE>

In the absence of (i) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties under
the Agreement, (ii) reckless disregard by the Adviser of its obligations and
duties under the Agreement, or (iii) a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services, 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 under the Agreement.

Unless sooner terminated, the Agreement 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 the 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 Portfolios. The Agreement may be
terminated at any time by a Portfolio, 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 a Portfolio on 60 days written
notice to the Adviser. The Agreement may be terminated by the Adviser at any
time, without the payment of any penalty, upon 90 days written notice to the
Fund. The Agreement will automatically and immediately terminate in the event
of their assignment.

INVESTMENT PHILOSOPHY

As a "value style" investment manager, the Adviser buys stocks in a mix of
industries which it feels are undervalued. When the Adviser believes the
industry has become unattractive, it will move to another industry which it
feels has more investment potential. By consistently monitoring the portfolio,
the Adviser seeks to preserve assets in uncertain economic environments and
allow for capital appreciation in rising markets.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included Loras College, Peer Bearing
Company and Illinois Forge, Inc.

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.

-14-
<PAGE>

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Investment Advisory Agreement, the Portfolio pays the Adviser an annual fee, in
monthly installments, calculated by applying the following annual percentage
rates to the Portfolio's average daily net assets for the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
FMA Small Company Portfolio.............................. 0.75%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the
Portfolio paid the Adviser fees of approximately $87,000, $59,775 and $142,036,
respectively, for advisory services. During these periods, the Adviser
voluntarily waived advisory fees of approximately $66,000, $107,546 and $89,172
respectively.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolio's Service Class Shares Prospectus, UAM
Funds Distributors, Inc. (the "Distributor") may enter into agreements with
broker-dealers and other financial institutions ("Service Agents"), pursuant to
which they will provide administrative support services to Service Class
shareholders who are their customers ("Customers") in consideration of such
Fund's payment of 0.25% of 1% (on an annualized basis ) of the average daily net
asset value of the Service Class Shares held by the Service Agent for the
benefit of its Customers. Such services include:

(a) acting as the sole shareholder of record and nominee for
beneficial owners;

(b) maintaining account records for such beneficial owners of the
Fund's shares;

(d) answering questions and handling correspondence from shareholders
about their accounts;

(e) processing shareholder orders to purchase, redeem and exchange
shares;

(f) handling the transmission of funds representing the purchase
price or redemption proceeds;

-15-
<PAGE>

(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.

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). The Shareholder Services
Plan may be terminated at any time by vote of a majority of the Directors of the
Fund who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan or, at the discretion of the Board of Directors of the Fund,
by vote of a majority of the outstanding voting securities of the Fund.

-16-
<PAGE>

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.

During the fiscal year ended October 31, 1997, the FMA Small Company
Portfolio paid $4,201 to Service Agents for services provided pursuant to the
Shareholder Services Plan.

The maximum annual aggregate fee payable by the Fund under the Service
and Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares'
average daily net assets for the year. The Fund's Board of Directors may reduce
this amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such Class, the Board of Directors has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Service Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented by the
Service Class. While the current fee which will be payable under the Service
Plan has been set at 0.15% the Plan permits a full 0.75% on all assets to be
paid at any time following appropriate Board approval.

-17-
<PAGE>

All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount paid by the Service
Class Shares will be borne by such persons without any reimbursement from such
classes. Subject to seeking best price and execution, the Fund may, from time to
time, buy or sell portfolio securities from or to firms which receive payments
under the Plans. From time to time, the Distributor may pay additional amounts
form its own resources to dealers for aid in distribution or for aid in
providing administrative services to shareholders.

The Plans, the Distribution Agreement and the form of dealer's and
services agreements have all been approved by the Board of Directors of the
Fund, including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plans or any related agreements, by vote cast in
person at a meeting duly called for the purpose of voting on the Plans and such
Agreements. Continuation of the Plans, the Distribution Agreement and the
related agreements must be approved annually by the Board of Directors in the
same manner, as specified above.

Each year the Directors must determine whether continuation of the
Plans is in the best interest of the shareholders of Service Class Shares and
that there is a reasonable likelihood of the Plans providing a benefit to the
Class. The Plans, the Distribution Agreement and the related agreements with
any broker-dealer or others relating to a Class may be terminated at any time
without penalty by a majority of those Directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
Class. Any amendment materially increasing the maximum percentage payable under
the Plans must likewise be approved by a majority vote of the relevant Class'
outstanding voting securities, as well as by a majority vote of those Directors
who are not "interested persons." Also, any other material amendment to the
Plans must be approved by a majority vote of the Directors 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.

-18-
<PAGE>

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio. In
doing so, the Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or effect principal transactions with dealers on the basis of sales of shares
which may be made through broker-dealer firms. However, the Adviser may place
portfolio orders with qualified broker-dealers who recommend the Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended, October 31, 1995, 1996 and 1997,
the entire Fund paid brokerage commissions of approximately $104,988, $84,043
and $90,657, respectively.

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of 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

The Board of Directors of the Fund approved a Fund Administration
Agreement effective April 15, 1996 (the "Fund Administration Agreement") between
UAM Fund Services, Inc. ("UAMFSI"), a wholly owned subsidiary of UAM, and the
Fund. Pursuant to the terms of the Fund Administration Agreement, UAMFSI
manages, administers and conducts the general business activities of the Fund
other than those which have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Fund Administration Agreement.

-19-
<PAGE>

Administration Agreement between UAMFSI and the Fund, the "Agreements").

<TABLE>
<CAPTION>
Annual Rate
<S> <C>
Small Company 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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion
but less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

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 fiscal periods prior to April 15,
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.

-20-
<PAGE>

During the fiscal years ended October 31, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the Portfolio totaled
approximately $76,000, $80,758 and $92,660, respectively. Of the fees paid
during the year ended October 31, 1997, the Portfolio paid $80,327 to CGFSC and
$12,333 to UAMFSI. The services provided by the Administrator and the basis of
the current fees payable to the Administrator for the 1995, 1996 and 1997 fiscal
years are described in the Portfolio's Prospectuses.

UAMFSI will bear all expenses in connection with the performance of
its services under the Fund Administration Agreement. Other expenses to be
incurred in the operation of the Fund will be borne by the Fund or other
parties, including taxes, interest, brokerage fees and commissions, if any,
salaries and fees of officers and members of the Board who are not officers,
directors, shareholders or employees of UAMFSI, or the Fund's investment adviser
or distributor, SEC fees and state Blue Sky fees, EDGAR filing fees, processing
services and related fees, advisory and administration fees, charges and
expenses of pricing and data services, independent public accountants and
custodians, insurance premiums including fidelity bond premiums, outside legal
expenses, costs of maintenance of corporate existence, typesetting and printing
of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
Expenses, and any extraordinary expenses and other customary Fund expenses.

-21-
<PAGE>

the Service Provider agrees to perform certain services for participants in a
self-directed, defined contribution plan, and for whom the Service Provider
provides participant recordkeeping. Pursuant to the Services Agreement, the
Service Provider is entitled to receive, after the end of each month, a fee at
the annual rate of 0.15% of the average aggregate daily net asset value of
shares of the Portfolios in the accounts for which it provides services. During
the fiscal year ended October 31, 1997, the FMA Small Company Portfolio paid the
Service Provider $636 in fees pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves
as the Fund's distributor. Shares of the Fund are offered continuously. While
the Distributor will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares. The Distributor received no
compensation for its services from the Portfolio during the fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolio may from time to time quote various performance figures
to illustrate the past performance of each class of the Portfolio. Performance
quotations by investment companies are subject to rules adopted by the
Commission, which require the use of standardized performance quotations or,
alternatively, that every non-standardized performance quotation furnished by
each class of the Portfolio be accompanied by certain standardized performance
information computed as required by the Commission. Current yield and average
annual compounded total return quotations used by each class of the Portfolio
are based on the standardized methods of computing performance mandated by the
Commission. An explanation of those and other methods used by each class of the
Portfolio to compute or express performance follows.

-22-
<PAGE>

YIELD

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

Since Service Class shares of the Portfolio bear additional service
and distribution expenses, the average annual total return of the Service Class
Shares of the Portfolio will generally be lower than that of the Institutional
Class Shares.

The average annual total rates of return for the Institutional Class
Shares and Service Class Shares of the FMA Small Company Portfolio from
inception and for the one- and five-year period (in the case of Institutional
Class shares) ended on the date of the Financial Statements included herein are
as follows:

-23-
<PAGE>

<TABLE>
<CAPTION>
Since
Inception
One Year Five Years Through Year
Ended Ended Ended
October 31, October October 31, Inception
1997 31, 1997 1997 Date
------------ ----------- ------------- ---------
<S> <C> <C> <C> <C>
FMA Small Company
Portfolio Institutional
Class Shares............. 42.33% 23.30% 18.98% 7/31/91

FMA Small Company
Portfolio Service
Class Shares............. - - 11.04% 8/1/97

</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).

COMPARISONS

-24-
<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.

Both classes of shares of each Portfolio of the Fund, when issued and
paid for as provided for in the Prospectus, will be fully paid and
nonassessable, have no preference as to conversion, exchange, dividends,
retirement or other features and have no preemptive rights. The shares of the
Fund have noncumulative voting rights, which means that the holders of more than
50% of the shares voting for the election of Directors can elect 100% of the
Directors if they choose to do so. A shareholder is entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in his or her name on the books of the Fund. Both Institutional
Class and Service Class Shares represent interests in the same assets of the
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. The Board of Directors has
authorized an additional class of Shares in the Portfolio, Advisor Class Shares.
As of the date of this Statement of Additional Information, no Advisor Class
Shares have been offered by the Portfolio.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of the
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

-25-
<PAGE>

amounts of any income dividends or capital gains distributions cannot be
predicted.

Any dividend or distribution paid shortly after the purchase of shares
of the Portfolio by an investor may have the effect of reducing the per share
net asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the
Prospectuses.

As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the Portfolio at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

FEDERAL TAXES

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

-26-
<PAGE>

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 (including notes thereto) of the FMA Small
Company Portfolio, which appear in the Portfolio's 1997 Annual Report to
Shareholders, and the report thereon of Price Waterhouse LLP, independent
accountants, also appearing therein, are attached to this Statement of
Additional Information.

-27-
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF BOND RATINGS

Excerpts from Moody's Investors Service, Inc. ("Moody's") description
of its highest bond ratings: Aaa -- judged to be the best quality; carry the
smallest degree of investment risk: Aa -- judged to be of high quality by all
standards; A -- possess many favorable investment attributes and are to be
considered as higher medium grade obligations; Baa -- considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.

Excerpts from Standard & Poor's Ratings Services ("S&P") description
of its highest bond ratings: AAA -- highest grade obligations; possess the
ultimate degree of protection as to principal and interest; AA -- also qualify
as high grade obligations, and in the majority of instances differs from AAA
issues only in small degree; A -- regarded as upper medium grade; have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are
regarded as safe; BBB -- regarded as borderline between definitely sound
obligations and those where the speculative element begins to predominate; this
group is the lowest which qualifies for commercial bank investment.

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

A-1
<PAGE>

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 United States, but those
institutions are protected by the discretionary authority of the U.S. Treasury
to purchase certain amounts of their securities to assist the institution in
meeting its debt obligations. Finally, other agencies and instrumentalities,
such as the Farm Credit System and the Federal Home Loan Mortgage Corporation,
are federally chartered institutions under government supervision, but their
debt securities are backed only by the credit worthiness of those institutions,
not the U.S. Government.

III. DESCRIPTION OF COMMERCIAL PAPER

The Portfolios may invest in commercial paper (including variable
amount master demand notes) rated A-1 or better by S&P or Prime-1 by Moody's or
by S&P. Commercial paper refers to short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs. Commercial paper is
usually sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the 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.

A-2
<PAGE>

issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating 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 issuer of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.

IV. DESCRIPTION OF BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase
these instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able
to sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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. 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>

V. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies
involves certain special considerations which are not typically associated with
investing in U.S. companies. Since the securities of foreign companies are
frequently denominated in foreign currencies, a Portfolio may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies.

Although the Fund will endeavor to achieve the most favorable
execution costs in its portfolio transactions, fixed commissions on many foreign
stock exchanges are generally higher than negotiated commissions on U.S.
exchanges.

A-4
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages --- an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices ---
an unmanaged index composed of 400 industrial stocks, 40
financial stocks, 40 utilities stocks and 20 transportation
stocks. Comparisons of performance assume reinvestment of
dividend.

(c) The New York Stock Exchange composite or component indices ---
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity Index or its component indices ---
represents the return on the market value of all common equity
securities for which daily pricing is available. Comparisons of
performance assume reinvestment of dividends.

(e) Lipper Mutual Fund Performance Analysis and Lipper Fixed Income
Fund Performance Analysis --- measures total return and average
current yield for the mutual fund industry. Rank individual
mutual fund performance over specified time periods, assuming
reinvestment of all distributions, exclusive of any applicable
sales charges.

(f) Morgan Stanley Capital International EAFE Index and World Index
--- respectively, arithmetic, market value-weighted averages of
the performance of over 900 securities listed on the stock
exchanges of countries in Europe, Australia and the Far East, and
over 1,400 securities listed on the stock exchanges of these
continents, including North America.

(g) Goldman Sachs 100 Convertible Bond Index --- currently includes
67 bonds and 33 preferred. The original list of names was
generated by screening for convertible issues of 100 million or
greater in market capitalization. The index is priced monthly.

B-1
<PAGE>

(h) Salomon Brothers GNMA Index --- includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index --- consist of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond --- 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.

(k) Lehman Brothers Long-Term Treasury Bond --- composed of all
bonds covered by the Lehman Brothers Treasury Bond Index with
maturities of 10 years or greater.

(l) NASDAQ Industrial Index --- composed of more than 3,000
industrial issues. It is a value-weighted index calculated on
price change only and does not include income.

(m) Value Line --- composed of over 1,600 stocks in the Value Line
Investment Survey.

(n) 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.

(o) Composite Indices --- 70% Standard & Poor's 500 Stock Index and
30% NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock
Index and 65% Salomon Brothers High Grade Bond Index; all stocks
on the NASDAQ system exclusive of those traded on an exchange,
and 65% Standard & Poor's 500 Stock Index and 35% Salomon
Brothers High Grade Bond Index.

(p) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc. --- analyzes price, current yield, risk, total return and
average rate of return (average annual compounded growth rate)
over specified time periods for the mutual fund industry.

B-2
<PAGE>

(q) Mutual Fund Source Book, published by Morningstar, Inc. ---
analyzes price, yield, risk and total return for equity funds.

(r) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest,
Financial Times, Global Investor, Investor's Daily, Lipper
Analytical Services, Inc., Morningstar, Inc., New York Times,
Personal Investor, Wall Street Journal and Weisenberger
Investment Companies Service --- publications that rate fund
performance over specified time periods.

(s) 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.

(t) 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.

(u) Savings and Loan Historical Interest Rates --- as published in
the U.S. Savings & Loan League Fact Book.

(v) Historical data supplied by the research departments of First
Boston Corporation, the J.P. Morgan Companies, Salomon Brothers,
Merrill Lynch, Pierce, Fenner & Smith, Lehman Brothers, Inc. and
Bloomberg L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------
ICM FIXED INCOME PORTFOLIO

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of UAM Funds, Inc. (the "UAM Funds" or the "Fund") for the ICM
Fixed Income Portfolio's Institutional Class Shares dated January 22, 1998. To
obtain the Prospectus, please call the UAM Funds Service Center: 1-800-638-
7983.

TABLE OF CONTENTS
<TABLE>

<S> <C>
INVESTMENT OBJECTIVES AND POLICIES........................................ 2

PURCHASE AND REDEMPTION OF SHARES......................................... 15

VALUATION OF SHARES....................................................... 16

SHAREHOLDER SERVICES...................................................... 17

INVESTMENT LIMITATIONS.................................................... 18

MANAGEMENT OF THE FUND.................................................... 20

INVESTMENT ADVISER........................................................ 24

PORTFOLIO TRANSACTIONS.................................................... 26

ADMINISTRATIVE SERVICES................................................... 27

CUSTODIAN................................................................. 29

INDEPENDENT ACCOUNTANTS................................................... 29

DISTRIBUTOR............................................................... 29

PERFORMANCE CALCULATIONS.................................................. 30

GENERAL INFORMATION....................................................... 32

FINANCIAL STATEMENTS...................................................... 34

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS........................ A-1

APPENDIX B - COMPARISONS.................................................. B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment policies of the ICM Fixed
Income Portfolio (the "Portfolio") as set forth in the Portfolio's Prospectus.

LENDING OF SECURITIES

The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC" or the "Commission") thereunder, which currently
require that (a) the borrower pledge and maintain with the Portfolio collateral
consisting of cash, an irrevocable letter of credit issued by a domestic U.S.
bank or securities issued or guaranteed by the United States Government having a
value at all times not less than 100% of the value of the securities loaned, (b)
the borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). The Portfolio will not loan securities to the extent that greater
than one-third of its assets (including the value of the collateral for the
loan) at fair market value would be committed to loans. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

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<PAGE>

Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods);

Each Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased by each
Portfolio;

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(6) Repurchase agreements collateralized by securities listed above.

FUTURES CONTRACTS

The Portfolio may purchase and sell futures and related options on futures
contracts in connection with the securities in which it invests for the purposes
of remaining fully invested, reducing transactions costs and to hedge against
adverse movements of the market. In addition, interest rate futures and options
are used to increase or reduce interest rate exposure resulting from market
changes or cash flow variations. Futures

-3-
<PAGE>

and options also allow the efficient implementation of strategies to hedge U.S.
positions with currency-hedged foreign interest rate exposure. 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,
boards of trade, or similar entity or quoted on an automated quotation system.
Futures exchanges and trading are regulated under the Commodity Exchange Act by
the Commodity Futures Trading Commission ("CFTC"), a U.S. Government agency.

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, changes in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.

-4-
<PAGE>

use futures contracts with the expectation of realizing profits from a
fluctuation in interest rates. The Portfolio intends to use futures contracts
generally only for hedging purposes.

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 TRANSACTIONS

The Portfolio will only enter into futures contracts or futures options
which are standardized and traded on a U.S. or foreign exchange or board of
trade, or similar entity, or quoted on an automated quotation system. The
Portfolio will use futures contracts and related options only for "bona fide
hedging" purposes, as such term is defined in applicable regulations of the
CFTC, or, with respect to positions in financial futures and related options
that do not qualify as "bona fide hedging" positions, will enter such non-
hedging positions only to the extent that aggregate initial margin deposits plus
premiums paid by it for open futures option positions, less the amount by which
any such positions are "in-the-money," would not exceed 5% of the Portfolio's
total net assets.

RISK FACTORS IN FUTURES TRANSACTIONS

The Portfolio will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
the Portfolio would continue to be required to make daily cash payments to
maintain its required margin. In such situations, if the Portfolio has
insufficient cash, it may have to sell Portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition,
the Portfolio may be required to make delivery of the instruments underlying
futures contracts it holds. The inability to close options and futures
positions also could have an adverse impact on the Portfolio's ability to
effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage

-5-
<PAGE>

involved in futures pricing. As a result, a relatively small price movement in
a futures contract may result in immediate and substantial loss (as well as
gain) to the investor. For example, if at the time of purchase, 10% of the
value of the futures contract is deposited as margin, a subsequent 10% decrease
in the value of the futures contracts would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out. A 15% decrease would result in a loss equal to 150% of the
original margin deposit if the contract were closed out. Thus, a purchase or
sale of a futures contract may result in losses in excess of the amount invested
in the contract. However, because the futures strategies of the Portfolio are
generally engaged in only for hedging purposes, the Adviser does not believe
that the Portfolio is subject to the risks of loss frequently associated with
futures transactions. The Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
financial instrument and sold it after the decline.

Utilization of futures transactions by the Portfolio does involve the risk
of imperfect or no correlation where the securities underlying futures contracts
have different maturities than the portfolio securities being hedged. It is
also possible that the Portfolio could lose money on futures contracts and also
experience a decline in value of portfolio securities. There is also the risk
of loss by the Portfolio of margin deposits in the event of bankruptcy of a
broker with whom the Portfolio has an open position in a futures contract or
related option.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no 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, and options on futures contracts, may be traded on
foreign exchanges. Such transactions are subject to the risk of governmental
actions affecting trading in or the prices of foreign currencies or securities.
The value of such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser availability

-6-
<PAGE>

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.

OPTIONS

The Portfolio may purchase and sell put and call options on futures
contracts securities and currencies 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 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. In general, the market
prices of options can be expected to be more volatile than the market prices on
the underlying futures contract or securities.

WRITING COVERED OPTIONS

The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater return than would be realized on the
securities alone. By writing covered call options, the Portfolio gives up the
opportunity, while the option is in effect, to profit from any price increase in
the underlying security above the option exercise price. In addition, the
Portfolio's ability to sell the underlying security will be limited while the
option is in effect unless the Portfolio effects a closing purchase transaction.
A closing purchase transaction cancels out the Portfolio's position as the
writer of an option by means of an offsetting purchase of an identical option
prior to the expiration of the option it has written. Covered call options
serve as a partial hedge against the price of the underlying security declining.

The Portfolio writes only covered put options, which means that so long as
a Portfolio is obligated as the writer of the option it will, through its
custodian, have deposited and maintained cash or other liquid securities
denominated in U.S. dollars or non-U.S. currencies with a securities depository
with a value equal to or greater than the exercise price of the underlying
securities. By writing a put, a Portfolio will be obligated to purchase the
underlying security at a price that may be higher than the market value of that
security at the time of

-7-
<PAGE>

exercise for as long as the option is outstanding. The Portfolio may engage in
closing transactions in order to terminate put options that it has written.

PURCHASING OPTIONS

The amount of any appreciation in the value of the underlying security will
be partially offset by the amount of the premium paid for the put option and any
related transaction costs. Prior to its expiration, a put option may be sold in
a closing sale transaction and profit or loss from the sale will depend on
whether the amount received is more or less than the premium paid for the put
option plus the related transaction costs. A closing sale transaction cancels
out the Portfolio's position as the purchaser of an option by means of an
offsetting sale of an identical option prior to the expiration of the option it
has purchased. In certain circumstances, the Portfolio may purchase call
options on securities held in its investment portfolio on which it has written
call options or on securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES

The Portfolio may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against
such diminution in the value of portfolio securities, the Portfolio may purchase
put options on the foreign currency. If the value of the currency does decline,
the Portfolio will have the right to sell such currency for a fixed amount in
dollars and will thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Portfolio may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to the Portfolio deriving from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, the Portfolio could sustain losses
on transactions in foreign currency options which would require it to forego a
portion or all of the benefits of advantageous changes in such rates.

-8-
<PAGE>

The Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, where the Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline
occurs, the option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the premium
received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may be
exercised and the Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, the Portfolio also may be
required to forego all or a portion of the benefits which might otherwise have
been obtained from favorable movements in exchange rates.

The Portfolio intends to write covered call options on foreign currencies.
A call option written on a foreign currency by the Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Portfolio has a
call on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written, or (b) is greater than the exercise
price of the call written if the difference is maintained by the Portfolio in
cash or liquid securities in a segregated account with the custodian.

The Portfolio also intends to write call options on foreign currencies that
are not covered for cross-hedging purposes. A call option on a foreign currency
is for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the
Portfolio owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the exchange rate.
In such circumstances, the

-9-
<PAGE>

Portfolio collateralizes the option by maintaining in a segregated account with
the custodian, cash or liquid securities in an amount not less than the value of
the underlying foreign currency in U.S. dollars marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES

Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment,
many of the protections afforded to exchange participants will not be available.
For example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting the Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.

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<PAGE>

counter market. For example, exercise and settlement of such options must be
made exclusively through the OCC, which has established banking relationships in
applicable foreign countries for this purpose. As a result, the OCC may, if it
determines that foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would result in
undue burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of delivery
of currency, the fixing of dollar settlement prices or prohibitions on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options on foreign currencies may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or 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.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of the Portfolio may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolio may incur costs in connection
with conversions between various currencies. The Portfolio will conduct its
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward foreign currency exchange contracts ("forward contracts")
to purchase or sell foreign currencies. A forward contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally has
no deposit requirement, and no commissions are charged at any stage for such
trades.

The Portfolio may enter into forward contracts in several circumstances.
When the Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Portfolio anticipates the receipt
in a foreign currency of dividends or interest payments on a security which it

-11-
<PAGE>

holds, the Portfolio may desire to "lock-in" the U.S. dollar price of the
security or the U.S. dollar equivalent of such dividend or interest payment, as
the case may be. By entering into a forward contract for a fixed amount of
dollars, for the purchase or sale of the amount of foreign currency involved in
the underlying transactions, the Portfolio will be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.

Additionally, when the Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars, to
sell the amount of foreign currency approximating the value of some or all of
the Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of these securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. The Portfolio does not intend to enter
into such forward contracts to protect the value of portfolio securities on a
regular or continuous basis. The Portfolio will not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Portfolio to deliver an amount of foreign
currency in excess of the value of the Portfolio securities or other assets
denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of the
Portfolio will thereby be served. The Fund's custodian will place cash or
liquid securities into a segregated account in an amount equal to the value of
the Portfolio's total assets committed to the consummation of forward contracts.
If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account on a daily basis so
that the value of the account will be equal to the amount of the Portfolio's
commitments with respect to such contracts.

-12-
<PAGE>

The Portfolio generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, the Portfolio
may either sell the security and make delivery of the foreign currency, or it
may retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader obligating it to purchase, on the same maturity date, the same amount of
the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly,
it may be necessary for the Portfolio to purchase additional foreign currency on
the spot market (and bear the expense of such purchase) if the market value of
the security is less than the amount of foreign currency that the Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.

If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or loss (as described
below) to the extent that there has been movement in forward contract prices.
Should forward prices decline during the period between the Portfolio entering
into a forward contract for the sale of a foreign currency and the date it
enters into an offsetting contract for the purchase of the foreign currency, the
Portfolio will realize a gain to the extent that the price of the currency it
has agreed to sell exceeds the price of the currency it has agreed to purchase.
Should forward prices increase, the Portfolio would suffer a loss to the extent
that the price of the currency it has agreed to purchase exceeds the price of
the currency it has agreed to sell.

The Portfolio's dealings in forward contracts will be limited to the
transactions described above. Of course, the Portfolio is not required to enter
into such transactions with regard to its foreign currency-denominated
securities. It also should be realized that this method of protecting the value
of portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which one can achieve at some future point in
time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.

FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS

Except for transactions the Portfolio has identified as hedging
transactions, the Portfolio is required for federal

-13-
<PAGE>

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. Realized gain or loss
attributable to a foreign currency forward contract is treated as 100% ordinary
income. Furthermore, sales of futures contracts which are intended to hedge
against a change in the value of securities held by the Portfolio may affect the
holding period of such securities and, consequently, the nature of the gain or
loss on such securities upon disposition.

In order for the Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income: i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or foreign currencies, or other related income including gains from
options, futures and forward contracts, derived with respect to its business of
investing in such securities or currencies. 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.

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.

PORTFOLIO TURNOVER

-14-
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolio may be purchased without a sales commission, at the
net asset value per share next determined after an order is received in proper
form by the Fund, and payment is received by the Fund's custodian. The minimum
initial investment required is $100,000 with certain exceptions as may be
determined from time to time by officers of the Fund. The minimum additional
investment is $1,000. An order received in proper form prior to the close of
regular trading on the New York Stock Exchange ("Exchange") (generally 4:00 p.m.
Eastern time) will be executed at the price computed on the date of receipt; and
an order received not in proper form or after the close of the Exchange will be
executed at the price computed on the next day the Exchange is open after proper
receipt. The Exchange will be closed on the following days: Presidents' Day;
Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day;
Christmas Day; New Year's Day and Dr. Martin Luther King, Jr. Day.

The Portfolio reserves the right in its sole discretion (i) to suspend the
offering of its shares, (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Fund, and (iii) 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 the Portfolio's shares.

The Portfolio may suspend redemption privileges or postpone the date of
payment (i) during any period that either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Portfolio to dispose of securities owned by it, or to fairly determine
the value of its assets, and (iii) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid in whole or in part, in investment securities or in cash, as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Portfolio. If redemptions
are paid in investment securities, such securities will be valued as set forth
in the Portfolio's Prospectus under "Valuation of Shares," and a redeeming
shareholder would normally

-15-
<PAGE>

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.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

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.

VALUATION OF SHARES

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents. The
converted value is based upon the bid price of the foreign currency against U.S.
dollars quoted by any major bank or by a broker.

-16-
<PAGE>

Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost if the Board of Directors 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 Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Portfolio's Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of the ICM Portfolios may be exchanged for
Institutional Class Shares of the other ICM Portfolios. In addition,
Institutional Class Shares of the ICM Portfolio may be exchanged for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares at the end of each respective
Prospectus.) Exchange requests should be made by calling the Fund (1-800-638-
7983) or by writing to UAM Funds, UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange
privilege is only available with respect to Portfolios that are qualified for
sale in the shareholder's state of residence.

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sales commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You
may obtain a Prospectus for the Portfolio(s) you are interested in by calling
the UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder, and if the registration of
the two accounts will be identical. Requests for exchanges received prior to
the close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time)
will be processed as of the close of business on the same day. Requests
received after the close of regular trading on the Exchange will be processed on
the next business day. 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

-17-
<PAGE>

assure that such exchanges do not disadvantage the Fund and its shareholders.

For federal income tax purposes, an exchange between funds is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore
that a capital gain or loss would be realized on an exchange between Portfolios.
You may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.

TRANSFER OF SHARES

Shareholders may transfer shares of the Fund's Portfolios to another person
or entity 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 Portfolio is subject to the following restrictions, which are non-
fundamental except as described below, and which may be changed by the Fund's
Board of Directors upon reasonable notice to investors. Investment limitations
(4), (6) and (7) are classified as fundamental. The 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. These
restrictions supplement the investment objective and policies set forth in the
Prospectus. 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 the Portfolio's acquisition of
such security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with the Portfolio's
investment limitations. The Portfolio will not:

(1) invest in commodities except that the Portfolio may invest in futures
contracts and options to the extent that not more than 5% of the
Portfolio's assets are required as deposit to secure obligations under
futures contracts;

-18-
<PAGE>

(3) make loans except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the
limitation described in (10) below) which are publicly distributed,
and (ii) by lending its portfolio securities to banks, brokers,
dealers and other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder;

(4) issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Portfolio from (i)
making any permitted borrowings, mortgages or pledges, or (ii)
entering into options, futures or repurchase transactions;

(5) purchase on margin or sell short except as specified in (1) above;

(6) with respect to 75% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer;

(7) with respect as to 75% of its assets, purchase securities of any
issuer (except obligations of the United States Government and its
instrumentalities) if as the result more than 5% of the Portfolio's
total assets, at the time of purchase, would be invested in the
securities of such issuer;

(8) 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;

(9) borrow money, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess
of 10% of the Portfolio's gross assets valued at the lower of market
or cost, and the Portfolio may not purchase additional securities when
borrowings exceed 5% of total gross assets;

(10) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;

-19-
<PAGE>

(11) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the assets of the Portfolio, determined at the
time of investment, in securities subject to legal or contractual
restrictions on resale or securities for which there are no readily
available markets, including repurchase agreements having maturities
of more than seven days;

(12) invest for the purpose of exercising control over management of any
company;

(13) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;

(14) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or instruments
issued by U.S. banks when the Portfolio adopts a temporary defensive
position; and

(15) write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

<TABLE>
<S> <C>
John T. Bennett, Jr. Director of the Fund; President of
College Road-RFD 3 Squam Investment Management Company,
Meredith, NH 03253 Inc. and Great Island Investment
1/26/29 Company, Inc.; President of Bennett
Management Company from 1988 to 1993.
</TABLE>

-20-
<PAGE>

<TABLE>
<S> <C>
Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street for Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

Philip D. English Director of the Fund; President and
16 West Madison Street Chief Executive Officer of Broventure
Baltimore, MD 21201 Company, Inc.; Chairman of the Board of
8/5/48 Chektec Corporation and Cyber
Scientific, Inc.

Norton H. Reamer* Director, President and Chairman of the
One International Place Fund; President, Chief Executive
Boston, MA 02110 Officer and a Director of United Asset
3/21/35 Management Corporation; Director,
Partner or Trustee of each of the
Investment Companies of the Eaton Vance
Group of Mutual Funds.

Charles H. Salisbury, Jr.* Director of the Fund; Executive Vice
One International Place President of United Asset Management
Boston, MA 02110 Corporation; formerly an executive
8/24/40 officer and Director of T. Rowe Price
and President and Chief Investment
Officer of T. Rowe Price Trust Company.

Peter M. Whitman, Jr.* Director of the Fund; President and
One Financial Center Chief Investment Officer of Dewey
Boston, MA 02111 Square Investors Corporation since
7/1/43 1988; Director and Chief Executive
Officer of H.T. Investors, Inc.,
formerly a subsidiary of Dewey Square.

William H. Park Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
9/19/47 Corporation.
</TABLE>

-21-
<PAGE>

<S> <C>
Gary L. French Treasurer of the Fund; President of UAM
211 Congress Street Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc.; Vice President of
7/4/51 Operations, Development and Control of
Fidelity Investments in 1995; Treasurer
of the Fidelity Group of Mutual Funds
from 1991 to 1995.

Robert R. Flaherty Assistant Treasurer of the Fund; Vice
211 Congress Street President of UAM Fund Services, Inc.;
Boston, MA 02110 former Manager of Fund Administration
9/18/63 and Compliance of Chase Global Fund
Services Company from 1995 to 1996;
Senior Manager of Deloitte & Touche LLP
from 1985 to 1995.

Gordon M. Shone Assistant Treasurer of the Fund; Vice
73 Tremont Street President of Fund Administration and
Boston, MA 02108 Compliance of Chase Global Funds
7/30/56 Services Company; formerly Senior Audit
Manager of Coopers & Lybrand from 1983
to 1993.

Michael DeFao Secretary of the Fund; Vice President
211 Congress Street and General Counsel of UAM Fund
Boston, MA 02110 Services, Inc. and UAM Fund
2/28/68 Distributors, Inc.; Associate Attorney
of Ropes & Gray (a law firm) from 1993
to 1995.

Karl O. Hartmann Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President and General Counsel of
Boston, MA 02108 Chase Global Funds Services Company.
3/7/55
</TABLE>

- -----------------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and officers of the Fund owned less
than 1% of the Fund's outstanding shares.

-22-
<PAGE>

REMUNERATION OF DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Total
Accrued Estimated Compensation
Aggregate as Annual from
Compensation Part of Benefits Registrant
Name of Person, From Fund Upon and
Position Registrant Expenses Retirement Fund Complex
- ---------------------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr... $26,791 0 0 $32,750
Director
Nancy J. Dunn......... $ 6,774 0 0 $ 8,300
Director
Philip D. English..... $26,791 0 0 $32,750
Director
William A. Humenuk.... $26,791 0 0 $32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held of
record or beneficially 5% or more of the shares of the Portfolio:

ICM Fixed Income Portfolio: Finney Trimble & Associates, Profit Sharing
Plan, First National Bank of Maryland, P.O. Box 1596, Baltimore, MD, 16.0%;
Friends School of Baltimore, Inc., Trustee, FBO Mercantile-Safe Deposit & Trust
Co., Attn: Ms Isabel Corbett, Two Hopkins Plaza, Baltimore, MD, 11.4%*; MSTA
Pension, c/o Investment Counselors of Maryland, 803 Cathedral

-23-
<PAGE>

Street, Baltimore, MD, 9.7%; ICM-UAM Profit Sharing & 401(k) Plan, First
National Bank of Maryland, P.O. Box 1596, Baltimore, MD, 8.9%; Bryn Mawr School,
c/o Investment Counselors of Maryland, 803 Cathedral Street, Baltimore, MD,
7.5%; Garrison Forest School, c/o Investment Copunselors of Maryland, 803
Cathedral Street, Baltimore, MD, 6.0%; and AAMC Employee Thrift Plan 401A,
Franklin and Cathedral Streets, Attn: David Harthman, Annapolis, MD, 5.7%.

- ------------------------
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Investment Counselors of Maryland, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophy and
approach. Each UAM Affiliated Firm manages its own business independently on a
day-to-day basis. Investment strategies employed and securities selected by UAM
Affiliated Firms are separately chosen by each of them.

SERVICES PERFORMED BY ADVISER

Pursuant to an Investment Advisory Agreement ("Agreement") between the Fund
and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolio's assets, to continuously review, supervise and
administer the Portfolio's investment program, and to determine in its
discretion the

-24-
<PAGE>

securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties under
the Agreement, (ii) reckless disregard by the Adviser of its obligations and
duties under the Agreement, or (iii) a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services, the Adviser shall
not be subject to any liability whatsoever to the Fund, or to any shareholder of
the Fund, for any error of judgment, mistake of law or any other act or omission
in the course of, or connected with, rendering services under the Agreement.

Unless sooner terminated, the Agreement 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 the 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. The Agreement
may be terminated at any time by the Portfolio, 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. The Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days written
notice to the Fund. The Agreement will automatically and immediately terminate
in the event of its assignment.

PHILOSOPHY AND STYLE

The Adviser employs a conservative fixed income investment strategy. It is
designed to provide superior, risk-adjusted returns with an emphasis on
consistently outperforming the broad intermediate-term market as interest rates
climb and participating in market rallies as rates fall. The investment process
is largely driven by independent research on relative value along the yield
curve and a view on interest rate trends. The Adviser considers events
affecting both the U.S. and international capital markets in its analysis.
Market models developed in-house and other internal systems quantify and monitor
a broad set of risk measures used to identify relative value between sectors and
within security groups. Relative value generally exists when a security or
sector offers the prospect of superior rewards for a given amount of risk.

-25-
<PAGE>

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included Georgia Gulf Corp., State of
Maryland, Johns Hopkins Hospital, State of Kentucky, NYNEX, TRW Corp., and
Wisconsin Power & Light.

In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did
not use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the Agreement,
the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rates to the Portfolio's
average daily net assets for the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
ICM Fixed Income Portfolio............. 0.50%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the Portfolio
paid advisory fees of approximately $0, $0 and $0, respectively. During these
periods, the Adviser voluntarily waived advisory fees of approximately $76,000,
$101,707 and $144,659, respectively.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
In doing so, the Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or principal business on the basis of sales of shares which may be made through
broker-dealer firms. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolio for their clients. During the
fiscal years

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<PAGE>

ended October 31, 1995, 1996 and 1997, the Portfolio paid no brokerage
commissions.

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Directors.

ADMINISTRATIVE SERVICES

The Board of Directors of the Fund approved a Fund Administration
Agreement, effective April 15, 1996 ("Fund Agreement") between UAM Fund
Services, Inc., a wholly owned subsidiary of UAM, and the Fund. Pursuant to the
terms of the Fund Administration Agreement, UAMFSI manages, administers and
conducts the general business activities of the Fund other than those which have
been contracted to other third parties by the Fund. Additionally, UAMFSI has
agreed to provide transfer agency services to the Portfolio pursuant to the
terms of the Agreement.

Pursuant to the terms of the Agreements, the Portfolio pays UAMFSI a two
part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and a
sub-administration fee which UAMFSI in turn pays to CGFSC. The portfolio-
specific fee is 0.04% of aggregate net assets.

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 UAM Funds net assets;

0.11 of 1% of the next $800 million of combined UAM Funds net assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;

-27-
<PAGE>

0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

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 fiscal periods prior to April 15,
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, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the ICM Fixed Income
Portfolio totaled approximately $82,000, $89,268 and $96,007, respectively. Of
the fees paid during the year ended October 31, 1996 and 1997, the ICM Fixed
Income Portfolio paid $84,340 and $84,435 to CGFSC and $4,928 and $11,572 to
UAMFSI, respectively.

-28-
<PAGE>

trade association dues and expenses, and any extraordinary expenses and other
customary Fund expenses.

Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided such continuance is specifically approved
at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolio in the accounts for which it provides
services. The Service Provider received no compensation from the Fixed Income
Portfolio during the fiscal year ended October 31, 1997.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves as
the Fund's distributor. Shares of the Fund are

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<PAGE>

offered continuously. While the Distributor will use its best efforts to
sell shares of the Fund, it is not obligated to sell any particular amount of
shares.

The Distributor received no compensation for its services directly or
indirectly from the Fixed Income Portfolio during the Fund's fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolio may from time to time quote various performance figures to
illustrate the Fund's past performance.

Performance quotations by investment companies are subject to rules adopted
by the Commission, which require the use of standardized performance quotations
or, alternatively, that every non-standardized performance quotation furnished
by the Fund be accompanied by certain standardized performance information
computed as required by the Commission. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the Commission. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

TOTAL RETURN

The average annual total return is determined by finding the average annual
compounded rates of return over 1, 5, and 10 year periods that would equate an
initial hypothetical $1,000 investment to its ending redeemable value. The
calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1, 5 and 10 year period and the deduction of all applicable Fund expenses
on an annual basis. The average annual total rates of return for the Portfolio
from inception and for the one year period ended on the date of the Financial
Statements included herein are as follows:

<TABLE>
<CAPTION>
Since Inception
Through Year
One Year Ended
Ended October 31, October 31, Inception
1997 1997 Date
------------------ ---------------- ---------
<S> <C> <C> <C>
ICM Fixed Income
Portfolio........ 8.31% 6.71% 11/3/92
</TABLE>

-30-
<PAGE>

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).

YIELD

Current yield reflects the income per share earned by a Portfolio's
- -----
investments.

Current yield 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. The
yield for the Portfolio for the 30-day period ended on October 31, 1997 was
5.64%.

This 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.

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

-31-
<PAGE>

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.

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 addressed 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. The Board of Directors has classified additional classes of shares
in the Portfolio, known as Institutional Service Shares and Advisor Shares. As
of the date of this Statement of Additional Information, no Institutional
Service Shares or Advisor Shares of these Portfolios have been offered by the
Fund.

-32-
<PAGE>

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of each Portfolio's
net investment income, if any, together with any net realized capital gains in
the amount and at the times that will avoid both income (including capital
gains) taxes on it and the imposition of the federal excise tax on undistributed
income and capital gains (see discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Portfolio's Prospectus). The amounts of any
income dividends or capital gains distributions cannot be predicted.

As set forth in the Portfolio's Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the Portfolio of the Fund at net
asset value (as of the business day following the record date). This will
remain in effect until the Fund is notified by the shareholder in writing at
least three days prior to the record date that either the Income Option (income
dividends in cash and capital gains distributions in additional shares at net
asset value) or the Cash Option (both income dividends and capital gains
distributions in cash) has been elected. An account statement is sent to
shareholders whenever an income dividend or capital gains distribution is paid.

Each Portfolio of the Fund will be treated as a separate entity (and hence
as a separate "regulated investment company") for federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for federal income tax purposes) such gains against any
net capital losses of another Portfolio.

FEDERAL TAXES

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<PAGE>

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the ICM Fixed Income
Portfolio for the fiscal year ended October 31, 1997, which appear in the
Portfolio's 1997 Annual Report to Shareholders, and the report thereon of Price
Waterhouse LLP, independent accountants, also appearing therein, are attached to
this Statement of Additional Information.

-34-
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF BOND RATINGS

Excerpts from Moody's Investors Service, Inc. ("Moody's") description of
its highest bond ratings: Aaa -- judged to be the best quality; carry the
smallest degree of investment risk: Aa -- judged to be of high quality by all
standards; A -- possess many favorable investment attributes and are to be
considered as higher medium grade obligations; Baa -- considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.

Excerpts from Standard & Poor's Ratings Services' ("S&P") description of
its highest bond ratings: AAA -- highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA -- also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A -- regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe; BBB
- -- regarded as borderline between definitely sound obligations and those where
the speculative element begins to predominate; this group is the lowest which
qualifies for commercial bank investment.

II. DESCRIPTION OF MORTGAGE-BACKED SECURITIES

Mortgage-backed securities represent ownership interests in a pool of
residential mortgage loans. These securities are designed to provide monthly
payments of interest and principal to the investor. The mortgagor's monthly
payments to his/her lending institution are "passed-through" to investors such
as the Portfolio. Most issuers or poolers provide guarantees of payments,
regardless of whether or not the mortgagor actually makes the payment. The
guarantees made by issuers or poolers are supported by various forms of credit,
collateral, guarantees or insurance, including individual loan, title, pool and
hazard insurance purchased by the issuer. There can be no assurance that the
private issuers can meet their obligations under the policies. Mortgage-backed
securities issued by private issuers, whether or not such securities are subject
to guarantees, may entail greater risk. If there is no guarantee provided by the
issuer, mortgage-backed securities purchased by the Portfolio will be rated
investment grade by Moody's or S&P.

UNDERLYING MORTGAGES

Pools consist of whole mortgage loans or participants in loans. The
majority of these loans are made to purchasers of 1-4 family homes. The terms
and characteristics of the mortgage instruments are generally uniform within a
pool but may vary

A-1
<PAGE>

among pools. For example, in addition to fixed-rate, fixed-term mortgages, the
Portfolio may purchase mortgage securities, consisting of pools of variable rate
mortgages (VRM), growing equity mortgages (GEM), graduated payment mortgages
(GPM) and other types where the principal and interest payment procedures vary.
VRMs are mortgages which reset the mortgage's interest rate with changes in open
market interest rates. The Portfolio's interest income will vary with changes in
the applicable interest rate on pools of VRMs. GPM and GEM pools maintain
constant interest rates, with varying levels of principal repayment over the
life of the mortgage. These different interest and principal payment procedures
should not impact the Portfolio's net asset value since the prices at which
these securities are valued each day will reflect the payment procedure.

All poolers apply standards for qualification to local lending institutions
which originate mortgages for the pools. Poolers also establish credit standards
and underwriting criteria for individual mortgages included in the pools. In
addition, many mortgages included in pools are insured through private mortgage
insurance companies.

AVERAGE LIFE

As prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of fixed-
rate 30-year mortgages, common industry practice is to assume that prepayments
will result in a 12-year average life. Pools of mortgages with other maturities
of different characteristics will have varying assumptions for average life.

RETURNS ON MORTGAGE-BACKED SECURITIES

Yields on mortgage-backed pass-through securities are typically quoted on
the maturity of the underlying instruments and the associated average life
assumption. Actual prepayment experience may cause the yield to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yields of
the Portfolio. The compounding effect from reinvestment of monthly payments
received by the Portfolio will

A-2
<PAGE>

increase its yield to shareholders, compared to bonds that pay interest
semiannually.

ABOUT MORTGAGE-BACKED SECURITIES

Interests in pools of mortgage-backed securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their residential
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments are caused by repayments resulting from the sale
of the underlying residential property, refinancing or foreclosure net of fees
or costs which may be incurred. Some mortgage-backed securities are described as
"modified pass-through." These securities entitle the holders to receive all
interest and principal payments owed on the mortgages in the pool, net of
certain fees, regardless of whether or not the mortgagors actually make the
payment.

Residential mortgage loans are pooled by the Federal Home Loan Mortgage
Corporation (FHLMC). FHLMC is a corporate instrumentality of the U.S. Government
and was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. Its stock is owned by
the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates
("PCs") which represent interests in mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal.

The Federal National Mortgage Association (FNMA) is a government sponsored
corporation owned entirely by private stockholders. It is subject to general
regulation by the Secretary of Housing and Urban Development. FNMA purchases
residential mortgages from a list of approved seller/services which include
state and federally-chartered savings and loan associations, mutual savings
banks, commercial banks and credit unions and mortgage bankers. Pass-through
securities issued by FNMA are guaranteed as to timely payment of principal and
interest by FNMA.

The principal government guarantor of mortgage-backed securities is the
Government National Mortgage Association (GNMA). GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA is authorized to guarantee, with the full faith and credit of the U.S.
Government, the timely payment of principal and interest on securities issued by
approved institutions and backed by pools of FHA-insured or VA-guaranteed
mortgages.

A-3
<PAGE>

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-
through pools of conventional residential mortgage loans. Pools created by such
non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
Government guarantees of payments in the former pools. However, timely payment
of interest and principal of these pools is supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance purchased by the issuer. The insurance and guarantees are issued by
governmental entities, private insurers and the mortgage poolers. There can be
no assurance that the private insurers can meet their obligations under the
policies. Mortgage-backed securities purchased for the Portfolio will, however,
be rated investment grade by Moody's or S&P.

The Portfolio expects that governmental or private entities may create
mortgage loan pools offering pass-through investments in addition to those
described above. The mortgages underlying these securities may be alternative
mortgage instruments, that is mortgage instruments whose principal or interest
payment may vary or whose terms to maturity may be shorter than previously
customary. As new types of mortgage-backed securities are developed and offered
to investors, the Portfolio will, consistent with their investment objective and
policies, consider making investments in such new types of securities.

III. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.

U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

A-4
<PAGE>

full faith and credit of the United States 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 FNMA, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the FHLMC, are federally chartered institutions under government
supervision, but their debt securities are backed only by the creditworthiness
of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.

IV. DESCRIPTION OF COMMERCIAL PAPER

The Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's or
by S&P. Commercial paper refers to short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs. Commercial paper is
usually sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the 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.

A-5
<PAGE>

V. BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able to
sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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. 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-6
<PAGE>

VI. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, the Fund's Portfolios may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies.

Although the Fund will endeavor to achieve the most favorable execution
costs in its Portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.

A-7
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages -- an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices -- an
unmanaged index composed of 400 industrial stocks, 40 financial stocks, 40
utilities stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and finance
stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices -- represents the
return on the market value of all common equity securities for which daily
pricing is available. Comparisons of performance assume reinvestment of
dividends.

(f) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the performance of
over 900 securities listed on the stock exchanges of countries in Europe,
Australia and the Far East, and over 1,400 securities listed on the stock
exchanges of these continents, including North America.

(h) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It is a
value-weighted, total return index,

B-1
<PAGE>

including approximately 800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted
index that contains approximately 4,700 individually priced investment grade
corporate bonds rated BBB or better, U.S. Treasury/agency issues and mortgage
pass-through securities.

(k) Lehman Brothers Aggregate Index -- is a fixed income market value-
weighted index that combines the Lehman Brothers Government/ Corporate Index and
the Lehman Brothers Mortgage-Backed Securities Index. It includes fixed rate
issues of investment grade (BBB) or higher, with maturities of at least one year
and outstanding par values of at least $100 million for U.S. Government issues
and $25 million for others.

(l) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of 10 years
or greater.

(m) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only and does
not include income.

(n) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(o) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell
3000, a market value weighted index of the 3,000 largest U.S. publicly-traded
companies.

(p) Composite Indices -- 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system exclusive of
those traded on an exchange, and 65% Standard & Poor's 500 Stock Index and 35%
Salomon Brothers High Grade Bond Index.

(q) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc.-- analyzes price, current yield, risk, total return and average rate of
return (average annual compounded growth rate) over specified time periods for
the mutual fund industry.

(r) Mutual Fund Source Book, published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

B-2
<PAGE>

Times, Personal Investor, Wall Street Journal and Weisenberger Investment
Companies Service -- publications that rate fund performance over specified time
periods.

(t) 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.

(u) 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.

(v) Savings and Loan Historical Interest Rates -- as published in the
U.S. Savings & Loan League Fact Book.

(w) Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch,
Pierce, Fenner & Smith, Lehman Brothers, Inc.; and Bloomberg L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------

ICM SMALL COMPANY PORTFOLIO

ICM EQUITY PORTFOLIO

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION - January 22, 1998

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 ICM Small Company and ICM Equity Portfolios' Institutional Class Shares
dated January 22, 1998. To obtain the Prospectus, please call the UAM Funds
Service Center: 1-800-638-7983.

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INVESTMENT OBJECTIVES AND POLICIES....................................... 1

PURCHASE AND REDEMPTION OF SHARES........................................ 9

VALUATION OF SHARES...................................................... 11

SHAREHOLDER SERVICES..................................................... 12

INVESTMENT LIMITATIONS................................................... 13

MANAGEMENT OF THE FUND................................................... 15

INVESTMENT ADVISER....................................................... 19

PORTFOLIO TRANSACTIONS................................................... 21

ADMINISTRATIVE SERVICES.................................................. 22

CUSTODIAN................................................................ 24

INDEPENDENT ACCOUNTANTS.................................................. 25

DISTRIBUTOR.............................................................. 25

PERFORMANCE CALCULATIONS................................................. 25

GENERAL INFORMATION...................................................... 27

FINANCIAL STATEMENTS..................................................... 29

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS...................... A-1

APPENDIX B - COMPARISONS................................................. B-1
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INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment policies of the ICM
Small Company and ICM Equity Portfolios (the "Portfolios") as set forth in the
Portfolios' Prospectus.

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" or the "Commission") thereunder, which currently
require that (a) the borrower pledge and maintain with the Portfolio collateral
consisting of cash, an irrevocable letter of credit issued by a domestic U.S.
bank or securities issued or guaranteed by the United States Government having a
value at all times not less than 100% of the value of the securities loaned, (b)
the borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). A Portfolio will not loan securities to the extent that greater
than one-third of its assets (including the value of collateral for the loan) at
fair market value would be committed to loans. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
securities loaned if the borrower of the securities fails financially. These
risks are similar to the ones involved with repurchase agreements as discussed
in the Prospectus.

SHORT-TERM INVESTMENTS

(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are non-
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Time deposits maturing in more than seven
days will not be purchased by a Portfolio, and time deposits maturing from two
business days through seven calendar days will not exceed 10% of the total
assets of a Portfolio;
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Certificates of deposit are negotiable short-term obligations issued
by commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods);

Each Portfolio will not invest in any security issued by a commercial
bank unless (i) the bank had total assets of a least $1 billion, or the
equivalent in other currencies, (ii) in the case of U.S. banks, it is a member
of the Federal Deposit Insurance Corporation, and (iii) in the case of foreign
branches of U.S. banks, the security is, in the opinion of the Adviser, of an
investment quality comparable with other debt securities which may be purchased
by each Portfolio;

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or
Baa by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct obligations
of the U.S. Government and differ mainly in interest rates, maturities and dates
of issue;

(6) Repurchase agreements collateralized by securities listed above.

FUTURES CONTRACTS

The Portfolios may enter into stock futures contracts, options, and
options on futures contracts for the purposes of hedging, remaining fully
invested and reducing transactions costs. Futures contracts provide for the
future sale by one party and purchase by another party of a specified amount of
a specific security at a specified future time and at a specified

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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.

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, changes in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. The Portfolios intend to use futures contracts only for
hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging

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transactions or that the Fund's commodity futures and option positions be for
other purposes, to the extent that the aggregate initial margins and premiums
required to establish such non-hedging positions do not exceed five percent of
the liquidation value of a Portfolio. A Portfolio will only sell futures
contracts to protect securities it owns against price declines or purchase
contracts to protect against an increase in the price of securities it intends
to purchase. As evidence of this hedging interest, the Portfolio expects that
approximately 75% of its futures contracts purchases will be "completed"; that
is, equivalent amounts of related securities will have been purchased or are
being purchased by the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control the Portfolios' exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While the Portfolios 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 Portfolios will not enter into futures contract transactions to
the extent that, immediately thereafter, the sum of their initial margin
deposits on open contracts exceeds 5% of the market value of its total assets.
In addition, the Portfolios will not enter into futures contracts to the extent
that their outstanding obligations to purchase securities under these contracts
would exceed 20% of their total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

The Portfolio will minimize the risk that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may
not be possible to close a futures position. In the event of adverse price
movements, the Portfolios would continue to be required to make daily cash
payments to maintain their required margin. In such situations, if the
Portfolios have insufficient cash, they may have to sell portfolio securities to
meet daily margin requirements at a time when it may be disadvantageous to do
so. In addition, the Portfolios may be required to make delivery of the
instruments underlying futures contracts they hold. The inability to close
options and futures positions also could have an adverse impact on the
Portfolios' ability to effectively hedge.

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The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in a loss in
excess of the amount invested in the contract. However, because the futures
strategies of the Portfolio is engaged in only for hedging purposes, the Adviser
does not believe that the Portfolios are subject to the risks of loss frequently
associated with futures transactions. The Portfolios would presumably have
sustained comparable losses if, instead of the futures contract, they had
invested in the underlying financial instrument and sold it after the decline.

Utilization of futures transactions by the Portfolios does involve the
risk of imperfect or no correlation where the securities underlying a futures
contract have different maturities than the portfolio securities being hedged.
It is also possible that the Portfolios 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 Portfolios of margin deposits in the event of bankruptcy
of a broker with whom the Portfolios have an open position in a futures contract
or related option.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no 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.

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OPTIONS

The Portfolios 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 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 judgment 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 Portfolios 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 Portfolios may write covered call
options on their portfolio securities 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 a 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 a Portfolio are covered, which means
that the Portfolio has deposited with its custodian cash or 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 a Portfolio and call options written by a Portfolio
may also be covered by depositing cash or securities with its custodian in the
same manner as written puts are covered.

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value of the security during this period. Through the writing of a covered put
option, a 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 Portfolios may, in accordance with their investment objectives,
also write exchange-traded covered call and put options on stock indices. The
Portfolios 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 Portfolios may also purchase exchange-traded call and put options
with respect to securities and with respect also to stock indices that correlate
with their particular portfolio securities. The Portfolios 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 Portfolios have 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, a 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 Portfolios 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, a 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, a 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.

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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 Portfolios will engage in such transactions
only with firms of sufficient credit to minimize these risks. Where a 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 Portfolios through the
purchase or sale (writing)of stock index options will depend upon the extent to
which price movements in the Portfolios' 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 Portfolios may not
exactly match the composition of the stock index on which options are purchased
or written.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions the Portfolios have identified as hedging
transactions, the Portfolios are 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

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held by the Portfolios 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 Portfolios to continue to qualify for federal income
tax treatment as a regulated investment company, at least 90% of their 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. 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.

The Portfolios will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes
(including unrealized gains at the end of the Portfolios' fiscal year) on
futures transactions. Such distributions will be combined with distributions of
capital gains realized on the Portfolios' other investments and shareholders
will be advised on the nature of the payments.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectus for the historical portfolio turnover rates with
respect to the Small Company and Equity Portfolios.

PURCHASE AND REDEMPTION OF SHARES

Shares of each Portfolio may be purchased without a sales commission,
at the net asset value per share next determined after an order is received in
proper form by the Fund, and payment is received by the Fund's custodian. The
minimum initial investments required for the ICM Small Company and ICM Equity
Portfolios are $5,000,000 and $2,500, respectively, with certain exceptions as
may be determined from time to time by the officers of the Fund. Other
investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250; minimum additional investment for Small Company and Equity
Portfolios are $1,000 and $100, respectively. An order received in proper form
prior to the close of regular trading on the New

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York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern Time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day; New
Year's Day and Dr. Martin Luther King, Jr. 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
judgment of management such rejection is in the best interest of the Fund, and
(3) to reduce or waive the minimum for initial and subsequent investment for
certain fiduciary accounts such as employee benefit plans or under circumstances
where certain economies can be achieved in sales of the Portfolio's shares.

Each Portfolio may suspend redemption privileges or postpone the date
of payment (i) during any period that either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets, and (iii) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid in whole or in part, in investment securities or in cash, as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Portfolio. If redemptions
are paid in investment securities, such securities will be valued as set forth
in the Prospectus under "Valuation of Shares" and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to
cash.

No charge is made by 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 a Portfolio.

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Signature Guarantees -- To protect your account, the Fund and Chase Global Funds
Services Company ("CGFSC") from fraud, signature guarantees are required for
certain redemptions. The purpose of signature guarantees is to verify the
identity of the person who has authorized a redemption from your account.
Signature guarantees are required for (1) all redemptions when the proceeds are
to be paid to someone other than the registered owner(s) and/or registered
address, or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

VALUATION OF SHARES

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Unlisted equity securities
and listed securities not traded on the valuation date for which market
quotations are readily available are valued not exceeding the asked prices nor
less than the bid prices. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents. The converted value is based
upon the bid price of the foreign currency against U.S. dollars quoted by any
major bank or by a broker.

Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost using methods approved by the Fund's Directors.

The value of other assets and securities for which no quotations are
readily available (including restricted

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securities) is determined in good faith at fair value using methods approved by
the Fund's Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set
forth in the Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of each ICM Portfolio may be exchanged for
Institutional Class Shares of the other ICM Portfolios. In addition,
Institutional Class Shares of each ICM Portfolio may be exchanged for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares in the Prospectus.) Exchange requests
should be made by calling the Fund (1-800-638-7983) or by writing to UAM Funds,
UAM Funds Service Center, c/o Chase Global Funds Services Company, P.O. Box
2798, Boston, MA 02208-2798. The exchange privilege is only available with
respect to Portfolios that are qualified for sale in a shareholder's state of
residence.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading on the Exchange will be processed on the next
business day. 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 funds is a
taxable event, and, accordingly, a capital gain or loss may be realized. In a
revenue ruling relating to

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circumstances similar to the Fund's, an exchange between series of a Fund was
also deemed to be a taxable event. It is likely, therefore that a capital gain
or loss would be realized on an exchange between Portfolios; you may want to
consult your tax adviser for further information in this regard. The exchange
privilege may be modified or terminated at any time.

TRANSFER OF SHARES

Shareholders may transfer shares of the Fund's Portfolios to another
person or entity 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

Each Portfolio is subject to the following restrictions which are
fundamental policies (except as noted below) and may not be changed without the
approval of the lesser of: (1) at least 67% of the voting securities of the
Portfolio present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio. 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 assets. 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. Each Portfolio will not:

(1) invest in commodities except that the Portfolio may invest in
futures contracts and options to the extent that not more than 5%
of a Portfolio's assets are required as deposit to secure
obligations under futures contracts;

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may
purchase and sell securities which are secured by interests in
real estate;

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(5) purchase on margin or sell short except as specified in (1)
above;*

(6) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;

(7) with respect as to 75% of its assets, purchase securities of any
issuer (except obligations of the United States Government and
its instrumentalities) if as the result more than 5% of the
Portfolio's total assets, at the time of purchase, would be
invested in the securities of such issuer;

(9) borrow money, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 10% of the ICM Small Company Portfolio's gross assets
(33 1/3% for the ICM Equity Portfolio) valued at the lower
of market or cost, and the Portfolio may not purchase additional
securities when borrowings exceed 5% of total gross assets;

(10) pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value;*

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(11) underwrite the securities of other issuers;

(12) invest more than an aggregate of 10% of net assets determined at
the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;

(13) invest for the purpose of exercising control over management of
any company;*

(14) invest more than 5% of its assets at the time of purchase in the
securities of companies that have (with predecessors) continuous
operations consisting of less than three years;*

(15) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of
companies within such industry; provided, however, that there
shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or instruments issued by U.S. banks when the
Portfolio adopts a temporary defensive position; and

(16) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.*

__________

* This restriction is a non-fundamental policy of the ICM Equity Portfolio.
Therefore, it may be changed by the Fund's Board of Directors upon a
reasonable notice to investors.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

-15-
<PAGE>

Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street for Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

Philip D. English Director of the Fund; President and
16 West Madison Street Chief Executive Officer of Broventure
Baltimore, MD 21201 Company, Inc.; Chairman of the Board
8/5/48 of Chektec Corporation and Cyber
Scientific, Inc.

Norton H. Reamer* Director, President and Chairman of
One International Place the Fund; President, Chief Executive
Boston, MA 02110 Officer and a Director of United Asset
3/21/35 Management Corporation; Director,
Partner or Trustee of each of the
Investment Companies of the Eaton
Vance Group of Mutual Funds.

Charles H. Salisbury, Jr.* Director of the Fund; Executive Vice
One International Place President of United Asset Management
Boston, MA 02110 Corporation; formerly an executive
3/24/40 officer and Director of T. Rowe Price
and President and Chief Investment
Officer of T. Rowe Price Trust
Company.

Peter M. Whitman, Jr.* Director of the Fund; President and
One Financial Center Chief Investment Officer of Dewey
Boston, MA 02111 Square Investors Corporation since
7/1/43 1988; Director and Chief Executive
Officers of H.T. Investors, Inc.,
formerly a subsidiary of Dewey Square.

William H. Park Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
9/19/47 Corporation.
</TABLE>
-16-
<PAGE>

<TABLE>

<S> <C>
Gary L. French Treasurer of the Fund; President of
211 Congress Street UAM Fund Services, Inc, and UAM Fund
Boston, MA 02110 Distributors, Inc.; Vice President of
7/4/51 Operations, Development and Control of
Fidelity Investments in 1995;
Treasurer of the Fidelity Group of
Mutual Funds from 1991 to 1995.

Gordon M. Shone Assistant Treasurer of the Fund; Vice
73 Tremont Street President of Fund Administration and
Boston, MA 02108 Compliance of Chase Global Funds
7/30/56 Services Company; formerly Senior
Audit Manager of Coopers & Lybrand
from 1983 to 1993.

Karl O. Hartmann Assistant Secretary of the Fund;
73 Tremont Street Senior Vice President and General
Boston, MA 02108 Counsel of Chase Global Funds Services
3/7/55 Company.

</TABLE>

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

-17-
<PAGE>

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 services as Directors. The Fund's officers and employees
are paid by either the Adviser, United Asset Management Corporation ("UAM"), the
Administrator or CGFSC and receive no compensation from the Fund. The following
table shows aggregate compensation paid to each of the Fund's unaffiliated
Directors by the Fund and total compensation paid by the Fund, and UAM Funds
Trust (collectively the "Fund Complex") in the fiscal year ended October 31,
1997.

<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued Annual from
Compensation as Part of Benefits Registrant
Name of Person, From Fund Upon and
Position Registrant Expenses Retirement Fund Complex
- ------------ -------------- ------------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr........ $26,791 0 0 $32,750
Director
Nancy J. Dunn.............. $ 6,774 0 0 $ 8,300
Director
Philip D. English.......... $26,791 0 0 $32,750
Director
William A. Humenuk......... $26,791 0 0 $32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of the ICM Portfolios, as
noted.

ICM Equity Portfolio: Wilmington Trust Co. TRSTE, FBO AC 425173
Integrated Device Technology 401K, c/o Mutual Funds, 1100 N. Market Street,
Wilmington, DE, 23.1%; Charles Schwab & Co., Inc., Reinvest Account, Attn:
Mutual Funds, 101 Montgomery Street, San Francisco, CA, 15.4%; First National
Bank of Maryland Customer Account, Finney Trimble, Assoc. Profit Sharing Plan
28050, P.O. Box 1596, Baltimore, MD, 12.4%; First National Bank of Maryland,
Cust ICM/USM PS & 401K Plan, 71275, Security Processing 101 610, P.O. Box 1596,
Baltimore, MD, 9.0% and Bryn Mawr School, c/o Investment Counselors of Maryland,
803 Cathedral Street, Baltimore, MD, 8.8%.

ICM Small Company Portfolio: Major League Baseball Players Benefit
Plan, c/o Investment Counselors of Maryland, 803 Cathedral Street, Baltimore,
MD, 9.8%; North Carolina Trust Company, P.O. Box 1108, Greensboro, NC, 7.9%*;
and Strafe &

-18-
<PAGE>

Co., FAO Riverside Methodist Hospital Foundation, P.O. Box 160,
Westerville, OH, 6.9%.

- -------------

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Investment Counselors of Maryland, Inc. (the "Adviser") is a wholly-
owned subsidiary of UAM, a holding company incorporated in Delaware in December
1980 for the purpose of acquiring and owning firms engaged primarily in
institutional investment management. Since its first acquisition in August
1983, UAM has acquired or organized approximately 45 such wholly-owned
affiliated firms (the "UAM Affiliated Firms"). UAM believes that permitting UAM
Affiliated Firms to retain control over their investment advisory decisions is
necessary to allow them to continue to provide investment management services
that are intended to meet the particular needs of their respective clients.
Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to operate
under their own firm name, with their own leadership and individual investment
philosophy and approach. Each UAM Affiliated Firm manages its own business
independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them.

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreements ("Agreements") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of

-19-
<PAGE>

its obligations and duties under the Agreements, (ii) reckless disregard by the
Adviser of its obligations and duties under the Agreements, or (iii) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services, the Adviser shall not be subject to any liability
whatsoever to 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 under
the Agreements.

Unless sooner terminated, the Agreements 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 the Agreements 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 Portfolios. The Agreements
may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days' written notice to the Adviser. The Agreements may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days' written
notice to the Fund. The Agreements will automatically and immediately terminate
in the event of their assignment.

PHILOSOPHY AND STYLE

The Adviser employs an investment strategy and approach which can best
be characterized as bottom up and value oriented. In selecting stocks for
purchase, the Adviser looks for companies which have strong financial and
operating characteristics and whose shares are selling at valuations below that
of the market in general, and below the average of the companies' own historic
valuation ranges. The primary indicator of value to the Adviser is a low price
to earnings ratio both on trailing twelve month earnings and one year forward
earnings estimates. Other indicators of value include low price to book value,
low price to cash flow, and low price to revenue per share. In addition to
analyzing company financial statements and talking to management, the Adviser's
research includes analysis of suppliers and competitors as well as consulting
with outside research sources.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included Georgia Gulf Corp.,
State of Maryland, Johns Hopkins Hospital, State of Kentucky, Bell Atlantic, TRW
Corp., The Rouse Company and Wisconsin Power & Light.

-20-
<PAGE>

In compiling this client list, the Adviser used objective criteria
such as account size, geographic location and client classification. The Adviser
did not use any performance based criteria. It is not known whether these
clients approve or disapprove of the Adviser or the advisory services provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Investment Advisory Agreements, the Portfolios pay the Adviser an annual fee, in
monthly installments, calculated by applying the following annual percentage
rates to the Portfolios' average daily net assets for the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
ICM Small Company Portfolio.. 0.700%
ICM Equity Portfolio......... 0.625%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the ICM
Small Company Portfolio paid advisory fees of approximately $1,242,000,
$2,068,648 and $2,852,097, respectively, to the Adviser. Advisory fees of
approximately $35,000, $44,350 and $60,807 were paid by the ICM Equity Portfolio
for the fiscal years ended October 31, 1995, 1996 and 1997, respectively. Of
the amounts paid to the Adviser on behalf of the ICM Equity Portfolio, $35,000,
$44,350 and $88,365 were waived by the Adviser for the fiscal years ended
October 31, 1995, 1996 and 1997, respectively.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for each Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
In doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or principal business on the basis of sales of shares which may be made through
broker-dealer firms. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolios for their clients. During
the fiscal years ended, October 31, 1995, 1996 and 1997, the Small Company
Portfolio paid brokerage commissions of

-21-
<PAGE>

$293,462, $318,247 and $264,115, respectively, and the Equity Portfolio paid
brokerage commissions of $7,000, $12,102 and $61,390, respectively.

Some securities considered for investment by a Portfolio 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

Pursuant to the terms of the Agreements, each Portfolio pays UAMFSI a
two-part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and
a sub-administration fee which UAMFSI in turn pays to CGFSC. The following
Portfolio-specific fees are calculated from the aggregate net assets of each
Portfolio:

Annual Rate
<S> <C>
Small Company Portfolio ......... 0.04%
Equity Portfolio ................ 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized
basis as follows:

-22-
<PAGE>

0.19 of 1% of the first $200 million of combined UAM Funds net
assets;

0.11 of 1% of the next $800 million of combined UAM Funds net
assets;

0.07 of 1% of combined UAM Funds net assets in excess of $1 billion
but less than $3 billion;

0.05 of 1% of combined UAM Funds net assets in excess of $3
billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

Prior to April 15, 1996, Chase Global Funds Services Company or its
predecessor, Mutual Funds Service Company, provided certain administrative
services to the Fund under an Administration Agreement between the Fund and U.S.
Trust Company of New York. The basis of the fees paid to CGFSC for the fiscal
periods prior 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, 1995, 1996 and 1997,
administrative services fees paid by the ICM Small Company Portfolio totaled
approximately $207,000, $384,267 and $555,980, respectively, and administrative
fees paid by the ICM Equity Portfolio totaled approximately $60,000, $76,615 and
$89,499, respectively. Of the fees paid during the year ended October 31, 1996
and October 31, 1997, ICM Small Company Portfolio paid $316,060 and $393,014 to
CGFSC and $68,707 and $162,966 to UAMFSI, and ICM Equity Portfolio paid $74,696
and $74,736 to CGFSC and $1,919 and $14,763 to UAMFSI.

-23-
<PAGE>

fees of officers and members of the Board who are not officers, directors,
shareholders or employees of UAMFSI, or the Fund's investment adviser or
distributor, SEC fees and state Blue Sky fees, EDGAR filing fees, processing
services and related fees, advisory and administration fees, charges and
expenses of pricing and data services, independent public accountants and
custodians, insurance premiums including fidelity bond premiums, outside legal
expenses, costs of maintenance of corporate existence, typesetting and printing
of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
expenses, and any extraordinary expenses and other customary Fund expenses.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the Small Company
Portfolio and Equity Portfolio paid the Service Provider $4,567 and $0,
respectively, in fees pursuant to the Services Agreement.

-24-
<PAGE>

CUSTODIAN

The Chase Manhattan Bank, 3 Chase Metro Tech Center, Brooklyn, NY
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, MA 02110, serves as
independent accountants for the Fund.

DISTRIBUTOR

The Distributor received no compensation for its services directly or
indirectly from any of the Portfolios during the Fund's fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolios may from time to time quote various performance figures
to illustrate the Fund's past performance.

Performance quotations by investment companies are subject to rules
adopted by the Commission, which require the use of standardized performance
quotations or, alternatively, that every non-standardized performance quotation
furnished by the Fund be accompanied by certain standardized performance
information computed as required by the Commission. Current yield and average
annual compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the Commission. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

TOTAL RETURN

-25-
<PAGE>

and the deduction of all applicable Fund expenses on an annual basis.

The average annual total return for the ICM Small Company Portfolio
from inception and for the one and five year periods ended on the date of the
Financial Statements included herein and the average annual total return for the
ICM Equity Portfolio from inception and for the one year period ended on the
date of the Financial Statements included herein are as follows:

Since
Inception
One Year Five Years Through Year
Ended Ended Ended
October 31, October 31, October 31, Inception
1997 1997 1997 Date
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
ICM Equity Portfolio....... 36.98% -- 21.17% 10/1/93

ICM Small Company
Portfolio................ 43.28% 22.49% 19.13% 4/19/89
</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).

YIELD

Current yield reflects the income per share earned by a Portfolio's
investment.

-26-
<PAGE>

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.

COMPARISONS

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

-27-
<PAGE>

reclassify any unissued shares with respect to such Portfolios. The Board of
Directors has classified additional classes of shares in each Portfolio, known
as Institutional Service Shares and Advisor Shares. As of the date of this
Statement of Additional Information, no Institutional Services Shares or Advisor
Shares of these Portfolios have been offered by the Fund.

The shares of each Portfolio of the Fund, when issued and paid for as
provided for in its Prospectuses, will be fully paid and nonassessable, and have
no preference as to conversion, exchange, dividends, retirement or other
features. The shares of each Portfolio of the Fund have no preemptive rights.
The shares of the Fund have noncumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his or her name on the books of the Fund. Both
Institutional Class and Service Class Shares represent an interest in the same
assets of a Portfolio and are identical in all respects except that the Service
Class Shares bear certain expenses related to shareholder servicing and the
distribution of such shares, and have exclusive voting rights with respect to
matters relating to such distribution expenditures.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of the
Portfolios' 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 Portfolios' Prospectus). The
amounts of any income dividends or capital gains distributions cannot be
predicted.

Any dividend or distribution paid shortly after the purchase of shares
of a Portfolio by an investor may have the effect of reducing the per share net
asset value of that Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the Portfolios'
Prospectus.

As set forth in the Portfolios' Prospectus, unless the shareholder
elects otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the Portfolio at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option

-28-
<PAGE>

(income dividends in cash and capital gains distributions in additional shares
at net asset value) or the Cash Option (both income dividends and capital gains
distributions in cash) has been elected. An account statement is sent to
shareholders whenever an income dividend or capital gains distribution is
paid.

FEDERAL TAXES

Each Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the ICM Small
Company Portfolio and the ICM Equity Portfolio for the fiscal period ended
October 31, 1997, which appear in the Portfolios' 1997 Annual Report to
Shareholders, and the reports thereon of Price Waterhouse LLP, the Fund's
independent accountants, also appearing therein, are attached to this Statement
of Additional Information.

-29-
<PAGE>

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF BOND RATINGS

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

A-1
<PAGE>

III. DESCRIPTION OF COMMERCIAL PAPER

The Portfolios may invest in commercial paper (including variable
amount master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's. Commercial paper refers to short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs. Commercial paper is
usually sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolios'
investment in variable amount master demand notes, the Adviser's investment
management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.

A-2
<PAGE>

IV. BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase
these instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able
to sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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. 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>

V. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies
involves certain special considerations which are not typically associated with
investing in U.S. companies. Since the securities of foreign companies are
frequently denominated in foreign currencies, a Portfolio may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies.

A-4
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages -- an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices -- an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices -- represents
the return on the market value of all common equity securities
for which daily pricing is available. Comparisons of performance
assume reinvestment of dividends.

(e) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed
Income Fund Performance Analysis -- measures total return and
average current yield for the mutual fund industry. Rank
individual mutual fund performance over specified time periods,
assuming reinvestments of all distributions, exclusive of any
applicable sales charges.

(f) Morgan Stanley Capital International EAFE Index and World
Index --respectively, arithmetic, market value-weighted averages
of the performance of over 900 securities listed on the stock
exchanges of countries in Europe, Australia and the Far East, and
over 1,400 securities listed on the stock exchanges of these
continents, including North America.

(g) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred. The original list of names was generated
by screening for convertible issues of 100 million or greater in
market capitalization. The index is priced monthly.

B-1
<PAGE>

(h) Salomon Brothers GNMA Index -- includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond -- is a market-
weighted index that contains approximately 4,700 individually
priced investment grade corporate bonds rated BBB or better, U.S.
Treasury/agency issues and mortgage pass-through securities.

(k) 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.

(l) The Lehman Brothers Intermediate Government/Corporate Index -- is
an unmanaged index composed of a combination of the Government
and Corporate Bond Indices. All issues are investment grade
(BBB) or higher, with maturities of one to ten years and an
outstanding par value of at least $100 million for U.S.
Government issues and $25 million for others. The Government
Index includes public obligations of the U.S. Treasury, issues of
Government agencies, and corporate debt backed by the U.S.
Government. The Corporate Bond Index includes fixed-rate
nonconvertible corporate debt. Also included are Yankee Bonds
and nonconvertible debt issued by or guaranteed by foreign or
international governments and agencies. Any security downgraded
during the month is held in the index until month-end and then
removed. All returns are market value weighted inclusive of
accrued income.

(m) The Lehman Brothers Aggregate Index -- is a fixed income market
value-weighted index that combines the Lehman Brothers
Government/Corporate Index and the Lehman Brothers Mortgage-
Backed Securities Index. It includes fixed rate issues of
investment grade (BBB) or higher, with maturities of at least one
year and outstanding par values of

B-2
<PAGE>

at least $100 million for U.S. Government issues and $25 million
for others.

(n) 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.

(o) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(p) 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.

(q) Composite Indices -- 70% Standard & Poor's 500 Stock Index and
30% NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock
Index and 65% Salomon Brothers High Grade Bond Index; all stocks
on the NASDAQ system exclusive of those traded on an exchange,
and 65% Standard & Poor's 500 Stock Index and 35% Salomon
Brothers High Grade Bond Index.

(r) CDA Mutual Fund Report, published by CDA Investment Technologies,
Inc. -- analyzes price, current yield, risk, total return and
average rate of return (average annual compounded growth rate)
over specified time periods for the mutual fund industry.

(s) Mutual Fund Source Book, published by Morningstar, Inc. --
analyzes price, yield, risk and total return for equity funds.

(t) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest,
Financial Times, Global Investor, Investor's Daily, Lipper
Analytical Services, Inc., Morningstar, Inc., New York Times,
Personal Investor, Wall Street Journal and Weisenberger
Investment Companies Service -- publications that rate fund
performance over specified time periods.

(u) Consumer Price Index (or cost of Living Index), published by the
U.S. Bureau of Labor Statistics -- a statistical measure of
change, over time in the price of goods and services in major
expenditure groups.

B-3
<PAGE>

(v) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates -- historical measure of yield, price and total
return for common and small company stock, long-term government
bonds, U.S. Treasury bills and inflation.

(w) Savings and Loan Historical Interest Rates -- as published in the
U.S. Savings & Loan League Fact Book.

(x) Historical data supplied by the research departments of First
Boston Corporation, the J.P. Morgan Companies, Salomon Brothers,
Merrill Lynch, Pierce, Fenner & Smith, Lehman Brothers, Inc. and
Bloomberg L.P.

B-4
<PAGE>

PART B
UAM FUNDS

MCKEE U.S. GOVERNMENT PORTFOLIO
MCKEE DOMESTIC EQUITY PORTFOLIO
MCKEE INTERNATIONAL EQUITY PORTFOLIO
MCKEE SMALL CAP EQUITY PORTFOLIO
Institutional Class Shares

STATEMENT OF ADDITIONAL INFORMATION - January 22, 1998

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 McKee U.S. Government, McKee Domestic Equity, McKee International Equity and
McKee Small Cap Equity Portfolios' Institutional Class Shares dated January 22,
1998. To obtain the Prospectus, please call the UAM Funds Service Center:
1-800-638-7983

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
INVESTMENT OBJECTIVES AND POLICIES.............................................2

PURCHASE AND REDEMPTION OF SHARES..............................................8

VALUATION OF SHARES...........................................................10

SHAREHOLDER SERVICES..........................................................10

INVESTMENT LIMITATIONS........................................................12

MANAGEMENT OF THE FUND........................................................13

INVESTMENT ADVISER............................................................17

PORTFOLIO TRANSACTIONS........................................................20

ADMINISTRATIVE SERVICES.......................................................21

CUSTODIAN.....................................................................23

INDEPENDENT ACCOUNTANTS.......................................................24

DISTRIBUTOR...................................................................24

PERFORMANCE CALCULATIONS......................................................24

GENERAL INFORMATION...........................................................26

FINANCIAL STATEMENTS..........................................................28

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS...........................A-1

APPENDIX B - COMPARISONS.....................................................B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the McKee U.S. Government, McKee Domestic Equity, McKee
International Equity and McKee Small Cap Equity Portfolios (the "McKee
Portfolios") as set forth in the McKee Prospectus.

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 United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). A Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral for the loan) at fair market value would
be committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are non-
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Time deposits maturing in more than seven
days will not be purchased by a Portfolio, and time

-2-
<PAGE>

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).

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa
by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct obligations
of the U.S. Government and differ mainly in interest rates, maturities and dates
of issue;

(6) Repurchase agreements collateralized by securities listed above.

INVESTMENTS IN FOREIGN SECURITIES

Investors in the McKee International Equity Portfolio should recognize
that investing in foreign companies involves certain special considerations
which are not typically associated

-3-
<PAGE>

with investing in U.S. companies. Since the securities of foreign companies are
frequently denominated in foreign currencies, the Portfolio may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies.

As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards, and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.

Although the McKee International Equity Portfolio will endeavor to
achieve the most favorable execution costs in its portfolio transactions, fixed
commissions on many foreign stock exchanges are generally higher than negotiated
commissions on U.S. exchanges.

Certain foreign governments levy withholding taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recoverable portion of foreign withholding taxes will
reduce the income received from the companies comprising the Portfolio's
investments. However, these foreign withholding taxes are not expected to have
a significant impact.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of the McKee International Equity
Portfolio may be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations, and the Portfolio may
incur costs in connection with conversions between various currencies. The
Portfolio will conduct its foreign currency exchange transactions either on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market, or through entering into forward foreign currency exchange
contracts ("forward contracts") to purchase or sell foreign currencies. A
forward contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are

-4-
<PAGE>

traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for such trades.

The McKee International Equity Portfolio may enter into forward
contracts in several circumstances. When the Portfolio enters into a contract
for the purchase or sale of a security denominated in a foreign currency, or
when the Portfolio anticipates the receipt in a foreign currency of dividends or
interest payments on a security which it holds, the Portfolio may desire to
"lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be. By entering into a
forward contract for a fixed amount of dollars, for the purchase or sale of the
amount of foreign currency involved in the underlying transactions, the
Portfolio will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared, and
the date on which such payments are made or received.

-5-
<PAGE>

forward contracts when it determines that the best interests of the performance
of the Portfolio will thereby be served. Except when the Portfolio enters into a
forward contract for the purchase or sale of a security denominated in a foreign
currency, which requires no segregation, a forward contract which obligates the
Portfolio to buy or sell currency will generally require the Fund's custodian to
hold an amount of that currency or liquid securities denominated in that
currency equal to the Portfolio's obligations, or to segregate liquid assets
equal to the amount of the Portfolio's obligation. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will be equal to the amount of the Portfolio's commitments with
respect to such contracts.

The Portfolio generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, the
Portfolio may either sell the security and make delivery of the foreign
currency, or it may retain the security and terminate its contractual obligation
to deliver the foreign currency by purchasing an "offsetting" contract with the
same currency trader obligating it to purchase, on the same maturity date, the
same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value
of a particular portfolio security at the expiration of the contract.
Accordingly, it may be necessary for the Portfolio to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security is less than the amount of foreign currency
that the Portfolio is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency.

-6-
<PAGE>

should be realized that this method of protecting the value of portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which one can achieve at some future point in time.
Additionally, although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time, they tend to
limit any potential gain which might result should the value of such currency
increase.

RISKS OF FORWARD CONTRACTS ON FOREIGN CURRENCIES

Forward contracts are not traded on contract markets regulated by the
CFTC or by the Commission. To the contrary, such instruments are traded through
financial institutions acting as market-makers. In an over-the-counter trading
environment, many of the protections afforded to exchange participants will not
be available. For example, there are no daily price fluctuation limits, and
adverse market movements could therefore continue to an unlimited extent over a
period of time.

In addition, forward contracts may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or 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 a 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 FORWARD CONTRACTS

In order for the McKee International Equity 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 certain qualifying income,
i.e., dividends, interest, income derived from loans of securities and gains
from the sale or other disposition of stock, securities or foreign currencies,
or other related income, including gains from forward contracts, derived with
respect to its business investing in stock, securities or currencies. Any net
gain realized from the closing out of forward contracts will, therefore,
generally be qualifying income for purposes of the 90% requirement.

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal

-7-
<PAGE>

income tax purposes (including unrealized gains at the end of the Portfolio's
taxable year) on regulated futures transactions. Such distribution 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 payment.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectus for the historical portfolio turnover rates with
respect to the Portfolios.

PURCHASE AND REDEMPTION OF SHARES

Shares of each McKee Portfolio may be purchased without a sales
commission at the net asset value per share next determined after an order is
received in proper form by the Fund and payment is received by the Fund's
custodian. The minimum initial investment required for each of the McKee
Portfolios is $2,500. Certain exceptions may be determined from time to time by
the officers of the Fund. Other investment minimums are: initial IRA
investment, $500; initial spousal IRA investment, $250; minimum additional
investment for each of the McKee Portfolios is $100. An order received in
proper form prior to the close of regular trading on the New York Stock Exchange
("Exchange") (generally 4:00 p.m. Eastern Time) will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the close of the Exchange will be executed at the price computed on the
next day the Exchange is open after proper receipt. The Exchange will be closed
on the following days: Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, Christmas Day, New Year's Day, and Dr. Martin
Luther King, Jr. Day.

-8-
<PAGE>

Each Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commission,
(2) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for a Portfolio
to dispose of securities owned by it or to fairly determine the value of its
assets, and (3) for such other periods as the Commission may permit. The Fund
has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in investment securities or in cash as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Fund. If redemptions are
paid in investment securities, such securities will be valued as set forth in
the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

No charge is made by 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. Signature guarantees are required for (1)
redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s) or the registered address or (2) share transfer
requests. The purpose of signature guarantees is to verify the identity of the
party who has authorized a redemption.

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<PAGE>

guarantor institution which participates in a signature guarantee program.

VALUATION OF SHARES

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set
forth in the McKee Portfolios' Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of each McKee Portfolio may be exchanged
for Institutional Class Shares of the other McKee Portfolios. In addition,
Institutional Class Shares of each McKee Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds which
is

-10-
<PAGE>

comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds - Institutional Class Shares at the end of the Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds, UAM Funds Service Center, c/o Chase Global Funds Services Company,
P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only available
with respect to Portfolios that are qualified for sale in the shareholder's
state of residence.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to the close of regular trading on the Exchange (generally 4:00
p.m. Eastern Time) will be processed as of the close of business on the same
day. Requests received after the close of the Exchange will be processed on the
next business day. 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.

TRANSFER OF SHARES

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<PAGE>

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
Prospectus. 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 the Portfolios' acquisition of
such security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with the Portfolios'
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 that Portfolio. The Portfolios 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
Commission 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;

(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

-12-
<PAGE>

such securities together own more than 5% of such securities;

(8) invest more than an aggregate of 15% of the 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 or other
mineral exploration or development programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street For Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

Philip D. English Director of the Fund; President and
16 West Madison Street Chief Executive Officer of
Baltimore, MD 21201 Broventure Company, Inc.; Chairman
8/15/48 of the Board of Chektec Corporation
and Cyber Scientific, Inc.
</TABLE>

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<PAGE>

<TABLE>
<S> <C>
William A. Humenuk Director of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm
1717 Arch Street Dechert Price & Rhoads; Director,
Philadelphia, PA 19103 Hofler Corp.
4/21/42

Charles H. Salisbury, Jr.* Director of the Fund; Executive Vice
One International Place President of United Asset Management
Boston, MA 02110 Corporation; formerly an executive
8/24/40 officer and Director of T. Rowe
Price and President and Chief
Investment Officer of T. Rowe Price
Trust Company.

William H. Park Vice President of the Fund;
One International Place Executive Vice President and Chief
Boston, MA 02110 Financial Officer of United Asset
9/19/47 Management Corporation.

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<PAGE>

<TABLE>
<S> <C>
Robert R. Flaherty Assistant Treasurer of the Fund;
211 Congress Street Vice President of UAM Fund Services,
Boston, MA 02110 Inc.; former Manager of Fund
9/18/63 Administration and Compliance of
Chase Global Funds Services Company
from 1995 to 1996; Deloitte & Touche
LLP from 1985 to 1995, formerly
Senior Manager.

Karl O. Hartmann Assistant Secretary of the Fund;
73 Tremont Street Senior Vice President and General
Boston, MA 02108 Counsel of Chase Global Funds
3/7/55 Services Company; Senior Vice
President, Secretary and General
Counsel of Leland, O'Brien,
Rubinstein Associates, Inc. from
November 1990 to November 1991.

</TABLE>
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* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $6,300 per quarter. In

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<PAGE>

addition, each unaffiliated Director receives a $2,000 meeting fee which is
aggregated for all of the Directors and allocated proportionately among the
Portfolios of the Fund and UAM Funds Trust and reimbursement for travel and
other expenses incurred while attending Board meetings. Directors who are also
officers or affiliated persons receive no remuneration for their service as
Directors. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), the Administrator, or CGFSC and
receive no compensation from the Fund. The following table shows aggregate
compensation paid to each of the Fund's unaffiliated Directors by the Fund and
total compensation paid by the Fund and UAM Funds Trust (collectively the "Fund
Complex") in the fiscal year ended October 31, 1997.

Nancy J. Dunn $ 6,774 0 0 $ 8,300
Director................

Philip D. English $26,791 0 0 $32,750
Director................

William A. Humenuk $26,791 0 0 $32,750
Director................
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of the McKee Portfolios.

McKee International Equity Portfolio: Saxon & Co., FBO Westmoreland
County Employees Retirement Fund, A/C 10-01-002-1017501, P.O. Box 7780-1888,
Philadelphia, PA, 20.1%*; USBanCorp Trust Company, FBO Cambria Company 0814,
Attn: Beth Shank, Main and Franklin Streets, Johnstown, PA, 14.5%*; Fulvest &
Co. FBO Lancaster County EDA, P.O. Box 3215, Lancaster, PA, 10.7%; CoreStates
Bank N.A. FBO Northampton County Ret, P.O. Box 7829, Philadelphia, PA, 7.3%;
Saxon & Company, FBO Cumberland County CTY EMP RET CUST, A/C 35-27-002-16420007,
P.O. Box 7780-1888, Philadelphia, PA, 5.9%*; Saxon & Company, FBO Butler City
Retirement Fund A/C 10-01-002-1015876 U/A/D 6/22/78, P.O. Box 7780-1888,
Philadelphia, PA, 5.7%.

McKee U.S. Government Portfolio: The Chase Manhattan Bank as
Custodian for IBEW Local 317, Electrical Pension Fund, 770 Broadway, New York,
NY, 28.2%; Chase Manhattan Bank, FBO Servistar Corp. Profit Sharing Plan, Attn:
Alan L. Miller, 770 Broadway, New York, NY, 24.2%*; The Chase Manhattan Bank as

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<PAGE>

Custodian for IBEW Local 575 Defined Contribution Pension Fund, 770 Broadway,
New York, NY, 15.6%; The Chase Manhattan Bank as Custodian, Iron Workers Local
549 Ironworkers Security Plan, 770 Broadway, New York, NY, 11.6%.

McKee Domestic Equity Portfolio: Chase Manhattan Bank, FBO Servistar
Corp. Profit Sharing Plan, Attn: Alan L. Miller, 770 Broadway, New York, NY,
43.8%*; The Chase Manhattan Bank as Custodian for the IBEW Local 317, Electrical
Pension Fund, 770 Broadway, New York, NY, 10.4%; Wesbanco Bank, Agent for City
of Wheeling Municipal Employees Retirement & Benefit Fund, 1 Bank Plaza,
Wheeling, WV, 7.4%; The Chase Manhattan Bank as Custodian, IBEW Local 575
Defined Contribution Pension Fund, 770 Broadway, New York, NY, 6.9%; Divrev
Company, P.O. Box 3985, Charleston, WV, 5.0%.

McKee Small Cap Equity Portfolio: Gruen Co., P.O. Box 2961,
Harrisburg, PA. 20.9%; Patterson & Company 327 FBO Lackawanna County, P.O. Box
7829, Philadelphia, PA., 13.0%; Saxon & Co. FBO Cumberland CTY EMP RET CUST,
ACCT 35-27-002-1642007, P.O. Box 7780-1888, Philadelphia, PA, 11.9%; Strafe &
Co. FAO Iron Workers, A/C 9388396001, P.O. Box 160, Westerville, OH, 8.8%.

- -------------------

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

C.S. McKee & Company (the "Adviser") is a wholly-owned subsidiary of
UAM, a holding company incorporated in Delaware in December 1980 for the purpose
of acquiring and owning firms engaged primarily in institutional investment
management. Since its first acquisition in August 1983, UAM has acquired or
organized approximately 45 such wholly-owned affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide

-17-
<PAGE>

investment management services that are intended to meet the particular needs of
their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue
to operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each of
them.

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreements ("Agreements") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreements, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreements, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, 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 under the Agreements.

Unless sooner terminated, the Agreements 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 the Agreements 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 Portfolios. The Agreements
may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days written notice to the Adviser. The Agreements may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days written
notice to the Fund. The Agreements will automatically and immediately terminate
in the event of their assignment.

-18-
<PAGE>

PHILOSOPHY AND STYLE

The Adviser's philosophical approach to all asset classes is to be
opportunistic while controlling risk. This approach captures opportunity, when
available, to provide capital growth, consistent with the Fund's pursuit of
total return while quantifying and controlling risk to protect capital. The
purpose of this approach is to generate favorable results through a high
quality, low risk portfolio. The Adviser's approach is to look for companies
which are statistically inexpensive yet have improving fundamentals. A number
of statistical measures are used to rank the initial pool of over 2,000 stocks.
The top-ranking stocks are then subjected to fundamental analytical screens
prior to investment.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included Highmark Blue Cross/Blue
Shield, City of Pittsburgh, The Dickinson School of Law of Pennsylvania State
University, City of Winston-Salem, North Carolina, Servistar Incorporated and
the American Lung Association of Western Pennsylvania.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Investment Advisory Agreements, the Portfolios pay 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>
<CAPTION>
Rate
<S> <C>
McKee U.S. Government Portfolio....... 0.45%
McKee Domestic Equity Portfolio....... 0.65%
McKee International Equity Portfolio.. 0.70%
McKee Small Cap Equity Portfolio...... 1.00%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the McKee
International Equity Portfolio paid advisory fees of approximately $453,000,
$618,081 and $738,184, respectively. For the period from March 2, 1995
(commencement of operations) to

-19-
<PAGE>

October 31, 1995, the McKee U.S. Government Portfolio and the McKee Domestic
Equity Portfolio paid no advisory fees, and for the fiscal years ended October
31, 1996 and 1997, these Portfolios paid advisory fees of $48,813 and $180,278
and $222,792 and $589,228, respectively. During the periods ended October 31,
1995 and for the fiscal year ended October 31, 1996, the Adviser voluntarily
waived advisory fees of approximately $9,000 and $18,140 for the U.S. Government
Portfolio, and $15,000 and $15,445 for the Domestic Equity Portfolio,
respectively.

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, 1995, 1996 and 1997,
the Portfolios paid brokerage commissions as follows:

1995 1996 1997
---- ---- ----
<S> <C> <C> <C>

McKee U.S. Government
Portfolio $0 $0 $0

McKee Domestic Equity
Portfolio 9,715 73,898 172,158

McKee International
Equity Portfolio 38,389 46,342 199,969

</TABLE>

-20-
<PAGE>

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

The Board of Directors of the Fund approved a Fund Administration
Agreement effective April 15, 1996 ("Fund Administration Agreement") between UAM
Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, and the Fund.
Pursuant to the terms of the Fund Administration Agreement, UAMFSI manages,
administers, and conducts the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Agreement.

<TABLE>
<CAPTION>
Annual Rate
<S> <C>
US Government Portfolio 0.04%
Domestic Equity Portfolio 0.04%
International Equity Portfolio 0.06%
Small Cap 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 net assets;

0.11 of 1% of the next $800 million of combined Fund net assets;

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

-21-
<PAGE>

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

During the fiscal years ended October 31, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the McKee
International Equity Portfolio totaled $82,000, $137,744 and $178,372,
respectively. Of the total fees paid in the fiscal years ended October 31, 1996
and 1997, $56,555 and $115,116 was paid by UAMFSI to CGFSC, respectively. For
the period from March 2, 1995 to October 31, 1995, and for the fiscal years
ended October 31, 1996 and 1997, administrative services fees paid to the
Administrator by the McKee U.S. Government Portfolio totaled approximately
$20,000, $67,641 and $99,215, respectively and totaled $21,000, $74,694 and
$127,984, respectively on behalf of the McKee Domestic Equity Portfolio. Of the
fees paid in the fiscal years ended October 31, 1996 and 1997, $40,022 and
$83,206 and $38,491 and $91,727 was paid by UAMFSI to CGFSC on behalf of the
U.S. Government and Domestic Equity Portfolio, respectively. The services
provided by the Administrator and the basis of the fees payable to the
Administrator are described in the Portfolios' Prospectus.

-22-
<PAGE>

insurance premiums including fidelity bond premiums, outside legal expenses,
costs of maintenance of corporate existence, typesetting and printing of
prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund, printing and production costs of shareholders' reports
and corporate meetings, cost and expenses of Fund stationery and forms, costs of
special telephone and data lines and devices, trade association dues and
expenses, and any extraordinary expenses and other customary Fund expenses.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the McKee U.S.
Government, McKee Domestic Equity and McKee International Equity Portfolios paid
the Service Provider $35,675, $68,610 and $1,766, respectively, in fees pursuant
to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

-23-
<PAGE>

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves
as the Funds distributor. Shares of the Fund are offered continuously. While
the Distributor will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares. The Distributor received no
compensation for its services from the Portfolios during the fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolios may from time to time quote various performance figures
to illustrate past performance. Performance quotations by investment companies
are subject to rules adopted by the Commission, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the
Commission. Current yield and average annual compounded total return quotations
used by the Fund are based on the standardized methods of computing performance
mandated by the Commission. An explanation of those and other methods used to
compute or express performance follows.

YIELD

Current yield reflects the income per share earned by a Portfolio's
investment. The current yield of the McKee U.S. Government 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. The yield for the
McKee U.S. Government Portfolio for the 30-day period ended on October 31, 1997
was 5.69%.

-24-
<PAGE>

This figure was 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 for the McKee International Equity
Portfolio, the McKee U.S. Government Portfolio, and the McKee Domestic Equity
Portfolio from inception and for the one year ended on the date of the Financial
Statements included herein are as follows:

<TABLE>
<CAPTION>
Since
Inception
through Year
One Year Ended Ended
October 31, October 31, Inception
1997 1997 Date
--------------- -------------- ---------
<S> <C> <C> <C>
McKee U.S. Government
Portfolio............. 7.73% 8.03% 3/2/95

McKee Domestic Equity
Portfolio............. 30.96% 24.59% 3/2/95

McKee International
Equity Portfolio....... 20.31% 8.47% 5/26/94
</TABLE>

-25-
<PAGE>

McKee Small Cap Equity Portfolio was not operational as of October 31,
1997. Accordingly, no total return figures are available.

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).

COMPARISONS

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

-26-
<PAGE>

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
Mutual 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 Board of Directors
has classified additional classes of shares of each Portfolio, known as
Institutional Service Shares and Advisor Shares. As of the date of this
Statement of Additional Information, no Institutional Service or Advisor Shares
of these Portfolios have been offered by the Funds.

The 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
preferences 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.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Any dividend or distribution paid shortly after the purchase of shares
of the Portfolios by an investor may have the effect of reducing the per share
net asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the Prospectus.

-27-
<PAGE>

following the record date). This will remain in effect until the Fund is
notified by the shareholder in writing at least three days prior to the record
date that either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option (both
income dividends and capital gains distributions in cash) has been elected. An
account statement is sent to shareholders whenever an income dividend or capital
gains distribution is paid.

The Portfolios will be treated as a separate entity (and hence as a
separate "regulated investment company") for federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for federal income tax purposes) such gains against any
net capital losses of another Portfolio.

FEDERAL TAXES

In order for the Portfolios 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.

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 (including notes thereto) of the McKee
Portfolios and the Financial Highlights for the respective periods presented,
which appear in the Portfolios' 1997 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also appearing
therein, are attached to this Statement of Additional Information.

-28-
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

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.

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.

A-1
<PAGE>

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 Ratings Services 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.

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.

A-2
<PAGE>

D - Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.

A-3
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages - an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices -
unmanaged indices of all industrial, utilities, transportation
and finance stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices - represents
the return on the market value of all common equity securities
for which daily pricing is available. Comparisons of performance
assume reinvestment of dividends.

(e) 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.

(f) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges
of countries in Europe, Australia and the Far East, and over
1,400 securities listed on the stock exchanges of these
continents, including North America.

(g) Goldman Sachs 100 Convertible Bond Index -currently includes 67
bonds and 33 preferred. The original list of names was generated
by screening for convertible issues of 100 million or greater in
market capitalization. The index is priced monthly.

B-1
<PAGE>

(h) Salomon Brothers GNMA Index - includes pools of mortgages
originated by private lenders and guaranteed by the mortgage
pools of the Government National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index -consists of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including
approximately 800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond - is a market-
weighted index that contains approximately 4,700 individually
priced investment grade corporate bonds rated BBB or better, U.S.
Treasury/agency issues and mortgage pass through securities.

(k) 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.

(l) Lehman Brothers Government/Corporate Index - is an unmanaged
index composed of a combination of the Government and Corporate
Bond Indices. The Government Index includes public obligations
of the U.S. Treasury, issues of Government agencies, and
corporate debt backed by the U.S. Government. The Corporate Bond
Index includes fixed-rate nonconvertible corporate debt. Also
included are Yankee Bonds and nonconvertible debt issued by or
guaranteed by foreign or international governments and agencies.
All issues are investment grade (BBB) or higher, with maturities
of at least one year and outstanding par value of at least $100
million for U.S. Government issues and $25 million for others.
Any security downgraded during the month is held in the index
until month-end and then removed. All returns are market value
weighted inclusive of accrued income.

(m) Lehman Brothers Government Bond Index - is an unmanaged index
made up of all public obligations of the U.S. Treasury, excluding
flower bonds and foreign-targeted issues.

(n) 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.

B-2
<PAGE>

(o) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.

(p) 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.

(q) Composite indices - 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index
and 65% Salomon Brothers High Grade Bond Index; all stocks on the
NASDAQ system exclusive of those traded on an exchange, and 65%
Standard & Poor's 500 Stock Index and 35% Salomon Brothers High
Grade Bond Index.

(r) 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.

(s) Mutual Fund Source Book published by Morningstar, Inc. - analyzes
price, yield, risk and total return for equity funds.

(t) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest,
Financial Times, Global Investor, Wall Street Journal and
Weisenberger Investment Companies Service -publications that rate
fund performance over specified time periods.

(u) Consumer Price Index (or Cost of Living Index), published by the
U.S. Bureau of Labor Statistics -a statistical measure of change
over time in the price of goods and services in major expenditure
groups.

(v) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates -historical measure of yield, price and total return
for common and small company stock, long-term government bonds,
U.S. Treasury bills and inflation.

(w) Savings and Loan Historical Interest Rates - as published by the
U.S. Savings & Loan League Fact Book.

B-3
<PAGE>

(x) Historical data supplied by the research departments of First
Boston Corporation; the J.P. Morgan Companies; Salomon Brothers;
Merrill Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and
Bloomberg L.P.

B-4
<PAGE>

PART B

UAM FUNDS

NWQ PORTFOLIOS

STATEMENT OF ADDITIONAL INFORMATION - January 22, 1998

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 January 22, 1998. To obtain a
Prospectus, please call the UAM Funds Service Center at 1-800-638-7983.

TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES....................................... 2

PURCHASE AND REDEMPTION OF SHARES........................................ 10

VALUATION OF SHARES...................................................... 12

SHAREHOLDER SERVICES..................................................... 13

INVESTMENT LIMITATIONS................................................... 14

MANAGEMENT OF THE FUND................................................... 15

INVESTMENT ADVISER....................................................... 19

SERVICE AND DISTRIBUTION PLANS........................................... 22

PORTFOLIO TRANSACTIONS................................................... 25

ADMINISTRATIVE SERVICES.................................................. 26

CUSTODIAN................................................................ 28

INDEPENDENT ACCOUNTANTS.................................................. 29

DISTRIBUTOR.............................................................. 29

PERFORMANCE CALCULATIONS................................................. 29

GENERAL INFORMATION...................................................... 32

FINANCIAL STATEMENTS..................................................... 34

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS....................... A-1
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
APPENDIX B - COMPARISONS............................ B-1
INVESTMENT OBJECTIVES AND POLICIES
</TABLE>

The following discussion supplements the discussion of 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 United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). The Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral) for the loans at fair market value would
be committed to loans. 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, overall 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
<PAGE>

Act by the Commodity Futures Trading Commission ("CFTC"), a U.S. Government
agency.

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, changes in the contract value may reduce
the required margin, resulting in a repayment of excess margin to the contract
holder. Variation margin payments are made to and from the futures broker for
as long as the contract remains open. The Fund expects to earn interest income
on its margin deposits.

Traders in futures contracts may be broadly classified as "hedgers" or
"speculators." Hedgers use the futures markets primarily to offset unfavorable
changes in the value of securities otherwise held for investment purposes or
expected to be acquired by them. Speculators are less inclined to own

-3-
<PAGE>

securities underlying the futures contracts which they trade, and use futures
contracts with the expectation of realizing profits from a fluctuation in
interest rates. 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 hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of 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

-4-
<PAGE>

Portfolio would continue to be required to make daily cash payments to maintain
its required margin. In such situations, if the Portfolio has insufficient cash,
it may have to sell portfolio securities to meet daily margin requirements at a
time when it may be disadvantageous to do so. In addition, the Portfolio may be
required to make delivery of the instruments underlying futures contracts it
holds. The inability to close futures positions also could have an adverse
impact on the Portfolio's ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. 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.

-5-
<PAGE>

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. 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.

-6-
<PAGE>

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
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 judgment 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 or other 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

-7-
<PAGE>

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

-8-
<PAGE>

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.

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."

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.

-9-
<PAGE>

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).

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectuses are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectuses for each Portfolio's historical portfolio
turnover rates.

PURCHASE AND REDEMPTION OF SHARES

-10-
<PAGE>

York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern Time) 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; New
Year's Day and Dr. Martin Luther King, Jr. Day.

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. The

-11-
<PAGE>

purpose of signature guarantees is to verify the identity of the person who has
authorized a redemption from your account. Signature guarantees are required for
(1) all redemptions when the proceeds are to be paid to someone other than the
registered owner(s) and/or registered address, or (2) share transfer
requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the transfer agent. Broker-dealers guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

VALUATION OF SHARES

Bonds, other fixed income securities and fixed dividends 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.

-12-
<PAGE>

Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost, using methods approved by the Board of Directors.

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 approved by the Fund's Directors.

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the NWQ Prospectuses.

EXCHANGE PRIVILEGE

Institutional Class Shares of a Portfolio may be exchanged for any
other Institutional Class Shares of a Portfolio included in the UAM Funds
complex which is comprised of the Fund and UAM Funds Trust. Institutional
Service Class Shares ("Service Class Shares") of a Portfolio may be exchanged
for Service Class Shares of any other UAM Portfolio offering such Shares. (See
the list of Portfolios of the UAM Funds for each class at the back of each
respective Prospectus.) Exchange requests should be made by calling the Fund
(1-800-638-7983) or by writing to UAM Funds, UAM Funds Service Center, c/o Chase
Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
exchange privilege is only available with respect to Portfolios that are
qualified for sale in the shareholder's state of residence.

-13-
<PAGE>

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.

TRANSFER OF SHARES

Shareholders may transfer shares of a Portfolio 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. 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. 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. 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

-14-
<PAGE>

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 and the rules and regulations or interpretations of the
SEC thereunder;

(4) underwrite the securities of other issuers;

(6) purchase on margin or sell short;

(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

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<PAGE>

of the Fund, their addresses and dates of birth, and a brief statement of their
present positions and principal occupations during the past five years.

Nancy J. Dunn Director of the Fund; Vice President for Finance and
10 Garden Street Administration and Treasurer of Radcliffe College since
Cambridge, MA 02138 1991.
8/14/51

Charles H. Salisbury, Director of the Fund; Executive Vice President of United
Jr.* Asset Management Corporation; formerly an executive
One International officer and Director of T. Rowe Price and President and
Place Chief Investment Officer of T. Rowe Price Trust Company.
Boston, MA 02110
8/24/40

-16-
<PAGE>

<TABLE>

<S> <C>

William H. Park Vice President of the Fund; Executive Vice President and
One International Chief Financial Officer of United Asset Management
Place Corporation.
Boston, MA 02110
9/19/47

Gordon M. Shone Assistant Treasurer of the Fund; Vice President of Fund
73 Tremont Street Administration and Compliance of Chase Global Funds
Boston, MA 02108 Services Company; formerly Senior Audit Manager of
7/30/56 Coopers & Lybrand LLP from 1983 to 1993.

Karl O. Hartmann Assistant Secretary of the Fund; Senior Vice President
73 Tremont Street and General Counsel of Chase Global Funds Services
Boston, MA 02108 Company.
3/7/55
</TABLE>

- --------
* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned less
than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

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<PAGE>

Pension or Estimated
Aggregate Retirement Benefits Annual Total Compensation
Name of Person, Compensation Accrued as Part of Benefits Upon from Registrant and
Position From Registrant Fund Expenses Retirement Fund Complex
--------- --------------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr........ $ 26,791 0 0 $ 32,750
Director
Nancy J. Dunn.............. $ 6,774 0 0 $ 8,300
Director
Philip D. English.......... $ 26,791 0 0 $ 32,750
Director
William A. Humenuk......... $ 26,791 0 0 $ 32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 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, 54.1%*; Hartnat & Co.,
Scottsdale Princess, P.O. Box 92800, Rochester, NY, 10.3%*; Fleet National Bank,
Trustee, FBO Charlotte Eye Ear Nose & Throat, P.O. Box 92800, Rochester, NY,
8.0%*; Hartnat & Co., Princess Hotels/John F. Price, P.O. Box 92800, Rochester,
NY, 7.0%*; Campbell Company Inc., Employees Retirement Trust, 1515 4th Avenue
South Avenue, Suite A, Seattle, WA, 5.5%* and William Park/Joseph R. Ramrath,
Trustees, FBO California Central Trust Bank Corp., FBO NWQ Balanced, Box 5024,
Costa Mesa, CA, 5.3%*.

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<PAGE>

NWQ Balanced Portfolio Institutional Service Class Shares: Fleet
National Bank, Trustee, FBO Davies Medical Pension Plan, P.O. Box 92800,
Rochester, NY 27.1%*; Hoag Memorial Hospital, P.O. Box 92800, Rochester, NY,
12.9%*; Fleet National Bank, Trustee, Hoag Memorial Hospital, Conservative
Collective, P.O. Box 92800, Rochester, NY, 12.8%*; Fleet National Bank, Trustee,
Hoag Memorial Hospital, Moderate Collective, P.O. Box 92800, Rochester, NY,
10.8%*; Fleet National Bank, Trustee, Laidlow/Allied/NWQ, P.O. Box 92800,
Rochester, NY, 8.4%*; Fleet National Bank, Trustee, Hartnat & Co., North Texas,
P.O. Box 92800, Rochester, NY, 8.3%* and Chase Manhattan Bank, as Directed,
Trustee of the Mustang Employees, 401K Profit Sharing Plan 6/1/97, 770 Broadway
10th Floor, New York, NY, 6.4%.

NWQ Value Equity Portfolio Institutional Class Shares: Nix, Mann and
Associates, Inc., Profit Sharing Plan and Trust, 1382 Peachtree Street, NE,
Atlanta, GA, 21.1%; Charles Schwab & Co., Inc., Reinvest Account, Attention:
Mutual Funds, 101 Montgomery Street, San Francisco, CA, 20.5%*; Fleet National
Bank, Trustee for Arizona Bank, P.O. Box 92800, Rochester, NY 9.0%*; William
Park/Joseph R. Ramrath, Trustees, FBO California Central Trust Bank Corp., FBO
NWQ Value Equity, Box 5024, Costa Mesa, CA, 6.0%* and Brendan Kennedy, c/o
Tricoastal, 1212 Avenue of the Americas, New York, NY, 5.2%.

NWQ Small Cap Value Portfolio Institutional Class Shares: CNA Trust
Corporation FBO NWQ, AC 1040002245/2254, Box 5024, Costa Masa, CA, 92.4% and
Nancy Gibson Sternal, 2712 Glenhurst Avenue, St. Louis Park, MN, 6.2%.

NWQ Special Equity Portfolio Institutional Class Shares: CNA Trust
Corporation FBO NWQ, AC 1040002245/2254, Box 5024, Costa Masa, CA, 99.5%.

NWQ Special Equity Portfolio Institutional Service Class Shares: Linn
Family Partnership, 609 Edgewood Drive, Montgomery, TX, 62%; Jeffrey Chawenson
and Paul R. Botts, TRSTE, FBO King G. Neel Inc., Profit Sharing Plan Trust, 1164
Bishop Street, Suite 1710, Honolulu, HI, 13%; Roger H. Linn TRSTE, Sara Linn
TRUST, FBO Sara Linn, 609 Edgewood Drive, Montgomery, TX, 12% and Roger H. Linn
TRSTE, FBO Jennifer Linn Trust, FBO Jennifer Linn, 609 Edgewood Drive,
Montgomery, TX, 12%.

NWQ Value Equity Portfolio Institutional Service Class Shares: Chase
Manhattan Bank as Directed, Trustee of the Mustang Employees, 401K Profit
Sharing Plan 6/1/97, 770 Broadway, 10th Floor, New York, NY, 100.0%.

* Denotes shares held by a Trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

-19-
<PAGE>

INVESTMENT ADVISER

CONTROL OF ADVISER

NWQ Investment Management Company (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients.

SERVICES PERFORMED BY ADVISER

Pursuant to an Investment Advisory Agreement ("Agreement") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment programs, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreement, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreement, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, for any error of judgment, mistake of law or any other act or omission in
the course of, or connected with, rendering services under the Agreement.

-20-
<PAGE>

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 a Portfolio. The
Agreement may be terminated at any time by a Portfolio, 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 such Portfolio
on 60 days' written notice to the Adviser. The Agreement may be terminated by
the Adviser at any time, without the payment of any penalty, upon 90 days'
written notice to the Fund. The Agreement will automatically and immediately
terminate in the event of its assignment.

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 and 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.

Regarding the Special Equity Portfolio, the Advisor seeks to identify
statistically undervalued companies where a catalyst exists to recognize value
or improve a company's profitability. The stock selection process is
opportunistic and is driven by strong bottom-up fundamental research, focusing
on both qualitative and quantitative measures.

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-

-21-
<PAGE>

based criteria. It is not known whether these clients approve or disapprove of
the Adviser or the advisory services provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Investment Advisory 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>
<CAPTION>
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 fiscal years ended October 31, 1995, 1996 and 1997, the NWQ
Balanced Portfolio paid $0, $0 and $226,063 in advisory fees. During these
years the Adviser voluntarily waived advisory fees of approximately $20,000,
$80,598 and $103,517, respectively.

For the fiscal years ended October 31, 1995, 1996 and 1997, the NWQ
Value Equity Portfolio paid no advisory fees. During this period the Adviser
voluntarily waived advisory fees of approximately $5,000, $20,776 and $35,666,
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 net asset value ("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 records 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

-22-
<PAGE>

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.

-23-
<PAGE>

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. Fees paid to Service Agents on behalf of the NWQ
Balanced and Value Equity Portfolios' Service Class for the fiscal year ended
October 31, 1997 totalled $145,874 and $3,504, respectively.

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.

-24-
<PAGE>

Plans, the Distribution Agreement and the related agreements must be approved
annually by the Board of Directors in the same manner, as specified above. The
Service Class of the NWQ Special Equity Fund commenced operations on November 7,
1997. Service Class Shares for the NWQ Small Cap Value Portfolio have not been
offered prior to the date of this Statement of Additional Information.

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 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. NASD Regulation, Inc. has adopted amendments to its
Conduct Rules relating to investment company sales charges. The Fund and the
Distributor intend to operate in compliance with these rules.

PORTFOLIO TRANSACTIONS

-25-
<PAGE>

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, 1995, 1996 and 1997, the NWQ Balanced and Value Equity
Portfolios paid brokerage commissions of approximately $2,692, $19,189, and
$29,327, and $3,651, $2,491 and $6,977, 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

The Board of Directors of the Fund has approved a Fund Administration
Agreement ("Fund Administration Agreement"), effective April 15, 1996, between
UAM Fund Services, Inc., a wholly owned subsidiary of UAM, and the Fund.
Pursuant to the terms of the Fund Administration Agreement, UAMFSI manages,
administers and conducts the general business activities of the Fund other than
those which have been contracted to other third parties by the Fund.
Additionally, UAMFSI has agreed to provide transfer agency services to the
Portfolios pursuant to the terms of the Agreement.

UAMFSI has subcontracted some of these services to CGFSC, an affiliate
of The Chase Manhattan Bank, pursuant to a Mutual Fund Service Agreement between
UAMFSI and CGFSC (collectively, with the Fund Administration Agreement between
UAMFSI and the Fund, the "Agreements").

Pursuant to the terms of the Agreements, each Portfolio of the Fund
pays UAMFSI a two-part monthly fee: a Portfolio-specific fee which is retained
by UAMFSI and a sub-administration fee which UAMFSI in turn pays to CGFSC. The
following Portfolio-specific fees for each Portfolio are calculated from the
aggregate net assets of each Portfolio:

<TABLE>
<CAPTION>
Annual Rate
<S> <C>
NWQ Balanced Portfolio..................................... 0.06%
NWQ Small Cap Value Portfolio.............................. 0.04%
NWQ Special Equity Portfolio............................... 0.04%
</TABLE>

-26-
<PAGE>

<TABLE>
<S> <C>
Annual Rate
NWQ 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 net assets;

0.11 of 1% of the next $800 million of combined Fund net assets;

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

Prior to April 15, 1996, Chase Global Funds Services Company ("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 period prior to April 15, 1996 was as follows: the Fund paid a
monthly fee for CGFSC's 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, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the NWQ Balanced and
NWQ Value Equity Portfolios approximately totaled $48,000, $95,007 and $126,732;
and $44,000, $72,798 and $85,646 respectively. Of the fees paid during the year
ended October 31, 1996, NWQ Balanced Portfolio paid $90,165 to CGFSC and $4,842
to UAMFSI, and NWQ Value Equity Portfolio paid $72,120 to CGFSC and $678 to
UAMFSI. Of the fees paid during the year ended October 31, 1997, the NWQ
Balanced Portfolio paid $98,488 to CGFSC and $28,244 to UAMFSI,

-27-
<PAGE>

and the NWQ Value Equity Portfolio paid $83,609 to CGFSC and $2,037 to UAMFSI.
The services provided by UAMFSI and the basis of the fees payable to UAMFSI are
described in the Portfolios' Prospectuses.

-28-
<PAGE>

Pursuant to the Services Agreement, the Service Provider is entitled to receive,
after the end of each month, a fee at the annual rate of 0.15% of the average
aggregate daily net asset value of shares of the Portfolios in the accounts for
which it provides services. During the fiscal year ended October 31, 1997, the
NWQ Balanced, NWQ Small Cap Value, NWQ Special Equity and NWQ Value Equity
Portfolios paid the Service Provider $41,119, $0, $0 and $3,198, respectively,
in fees pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase Metro Tech Center, Brooklyn, NY
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, MA 02110, serves as
independent accountants for the Fund.

DISTRIBUTOR

UAM Fund Distributors, Inc., a wholly-owned subsidiary of UAM, serves
as the Funds' Distributor. Shares of the Fund are offered continuously. While
the Distributer will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares. The Distributor received no
compensation for its services from the Portfolios during the fiscal year ended
October 31, 1997.

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

-29-
<PAGE>

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:
<TABLE>
<CAPTION>
Yield = 2[(a - b + 1)/6/ - 1]
------
cd

where:
<S> <C> <C>
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.
</TABLE>
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

-30-
<PAGE>

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:

<TABLE>
<CAPTION>
Since Inception
One Year Through Fiscal
Ended Year Ended Inception
October 31, 1997 October 31, 1997 Date
----------------- ----------------- ---------
<S> <C> <C> <C>
NWQ Balanced Portfolio 22.82% 16.07% 8/2/94
Institutional Class Shares..
NWQ Value Equity Portfolio 35.77% 24.09% 9/21/94
Institutional Class Shares..
</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>
<CAPTION>
Since Inception
One Year Through Fiscal
Ended Year Ended Inception
October 31, 1997 October 31, 1997 Date
----------------- ----------------- ---------
<S> <C> <C> <C>
NWQ Balanced Portfolio 23.39% 17.36% 1/22/96
Service Class Shares
NWQ Value Equity Portfolio
Service Class Shares -- 5.81% 6/16/97
</TABLE>

These figures are calculated according to the following formula:
<TABLE>
<CAPTION>

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).
</TABLE>

-31-
<PAGE>

Institutional Class Shares and Service Class Shares of the NWQ Small
Cap Value and NWQ Special Equity Portfolios were not offered as of October 31,
1997. Accordingly, no total return figures are available.

COMPARISONS

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 addressed 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 Board of Directors has
classified an additional class of shares in certain Portfolios of the Fund,
known as Advisor shares. As of the date of this Statement of Additional
Information, no Advisor shares have been offered by the Fund.

-32-
<PAGE>

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.

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 net
asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect
a return of capital, are subject to income taxes as set forth in the
Prospectuses.

As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the respective Portfolio of the
Fund at net asset value (as of the business day following the record date).
This will remain in effect until the Fund is notified by the shareholder in
writing at least three days prior to the record date that either the Income
Option (income dividends in cash and capital gains distributions in additional
shares at net asset value) or the Cash Option (both income dividends and capital
gains distributions in cash) has been elected. An account statement is sent to
shareholders whenever an income dividend or capital gains distribution is
paid.

-33-

<PAGE>

without need to offset (for federal income tax purposes) such gains
against any net capital losses of another Portfolio.

FEDERAL TAXES

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 (including notes thereto) of NWQ Balanced and
NWQ Value Equity Portfolios and the Financial Highlights for the respective
periods presented, which appear in the Portfolios' 1997 Annual Report to
Shareholders, and the report thereon of Price Waterhouse LLP, independent
accountants, also appearing therein, are attached to this Statement of
Additional Information.

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<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF CORPORATE BOND RATINGS

Moody's Investors Service, Inc. Corporate Bond Ratings:

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of

A-1
<PAGE>

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 Ratings Services 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.

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-2
<PAGE>

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.

S&P's letter ratings may be modified by the addition of a plus or
minus sign, which is used to show relative standing within the major rating
categories except in the AAA, CC, C, CI and D categories.

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.

A-3
<PAGE>

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.

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; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating 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

A-4
<PAGE>

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 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). 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-5
<PAGE>

APPENDIX B - COMPARISONS

(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 and 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 Equity Income Funds Index -- is comprised of the 30 largest
funds, in terms of total net assets, which seek relatively high current income
and growth of income through investing 60% or more of their portfolio in
equities.

(i) 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.

B-1
<PAGE>

(j) 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.

(k) 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.

(l) Salomon Brothers GNMA Index -- includes pools of mortgages
originated by private lenders and guaranteed by the mortgage pools of the
Government National Mortgage Association.

(m) 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.

(n) 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.

(o) 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.

(p) 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.

(q) NASDAQ Industrial Index -- is composed of more than 3,000
industrial issues. It is a value-weighted index calculated on price change only
and does not include income.

B-2
<PAGE>

(r) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(s) 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.

(t) The Salomon Brothers 3-month T-Bill Average -- The average return
for all treasury bills for the previous three-month period.

(u) 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.

(v) 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.

(w) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

(x) 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.

(y) 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.

(z) 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.

(aa) Savings and Loan Historical Interest Rates -- as published by the
U.S. Savings & Loan League Fact Book.

B-3
<PAGE>

(bb) 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-4
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------
RICE, HALL, JAMES SMALL CAP PORTFOLIO

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

This Statement is not a Prospectus but should be read in conjunction with
the Prospectus of the UAM Funds, Inc. (the "UAM Fund" or the "Fund") for the
Rice, Hall, James Small Cap and Rice, Hall, James Small/Mid Cap Portfolios'
Institutional Class Shares dated January 22, 1998. To obtain the Prospectus,
please call the UAM Funds Service Center: 1-800-638-7983

TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES..................................... 2

PURCHASE AND REDEMPTION OF SHARES...................................... 14

VALUATION OF SHARES.................................................... 16

SHAREHOLDER SERVICES................................................... 17

INVESTMENT LIMITATIONS................................................. 18

MANAGEMENT OF THE FUND................................................. 19

INVESTMENT ADVISER..................................................... 23

PORTFOLIO TRANSACTIONS................................................. 26

ADMINISTRATIVE SERVICES................................................ 27

CUSTODIAN.............................................................. 29

INDEPENDENT ACCOUNTANTS................................................ 30

DISTRIBUTOR............................................................ 30

PERFORMANCE CALCULATIONS............................................... 30

GENERAL INFORMATION.................................................... 32

FINANCIAL STATEMENTS................................................... 34

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS.................... A-1

APPENDIX B - COMPARISONS............................................... B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies of
the Rice, Hall, James Small Cap and Rice, Hall, James Small/Mid Cap Portfolios
(the "Portfolios") as set forth in the Rice, Hall, James Portfolios' Prospectus.

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" or the "Commission") thereunder, which currently
require that (a) the borrower pledge and maintain with the Portfolio collateral
consisting of cash, an irrevocable letter of credit issued by a domestic U.S.
bank or securities issued or guaranteed by the United States Government having a
value at all times not less than 100% of the value of the securities loaned, (b)
the borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). A Portfolio will not loan securities to the extent that greater
than one-third of its assets (including the value of the collateral for the
loans) at fair market value would be committed to loans. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. These risks are similar to the ones involved with repurchase
agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

Certificates of deposit are negotiable short-term obligations issued by
commercial banks or savings and loan

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<PAGE>

associations collateralized by the funds deposited in the issuing institution.
Variable rate certificates of deposit are certificates of deposit on which the
interest rate is periodically adjusted prior to their stated maturity based upon
a specified market rate. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower, usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods).

Each Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion, or the equivalent
in other currencies, (ii) in the case of U.S. banks, it is a member of the
Federal Deposit Insurance Corporation, and (iii) in the case of foreign branches
of U.S. banks, the security is, in the opinion of the Adviser, of an investment
quality comparable with other debt securities which may be purchased by each
Portfolio;

(2) Commercial paper and A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's
or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(6) Repurchase agreements collateralized by securities listed above.

INVESTMENTS IN FOREIGN SECURITIES

Investors in the Portfolios should recognize that investing in foreign
companies involves certain special considerations which are not typically
associated with investing in U.S. companies. Since the securities of foreign
companies are frequently denominated in foreign currencies, the Portfolios may
be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations, and may incur costs in connection with conversions
between various currencies.

-3-
<PAGE>

Although the Portfolios will endeavor to achieve the most favorable
execution costs in their portfolio transactions, fixed commissions on many
foreign stock exchanges are generally higher than negotiated commissions on U.S.
exchanges.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable,
the non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Portfolios' investments. However,
these foreign withholding taxes are not expected to have a significant impact.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The U.S. dollar value of the assets of each Portfolio may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and a Portfolio may incur costs in connection with
conversions between various currencies. Each Portfolio will conduct their
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward foreign currency exchange contracts ("forward contracts")
to purchase or sell foreign currencies. A forward contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally has
no deposit requirement, and no commissions are charged at any stage for such
trades.

Each Portfolio may enter into forward contracts in several circumstances.
When a Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency,

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<PAGE>

or when a Portfolio anticipates the receipt in a foreign currency of dividends
or interest payments on a security which it holds, a Portfolio may desire to
"lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be. By entering into a
forward contract for a fixed amount of dollars, for the purchase or sale of the
amount of foreign currency involved in the underlying transactions, such
Portfolio will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared, and
the date on which such payments are made or received.

Additionally, when a Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars, to
sell the amount of foreign currency approximating the value of some or all of
such Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of these securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. The Portfolios do not intend to enter
into such forward contracts to protect the value of portfolio securities on a
regular or continuous basis. The Portfolios will not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate such Portfolio to deliver an amount of foreign
currency in excess of the value of such Portfolio securities or other assets
denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the performance of each
Portfolio will thereby be served. The Fund's Custodian will place cash or
liquid securities into a segregated account of each Portfolio in an amount equal
to the value of each Portfolio's total assets committed to the consummation of
forward contracts. If the value of the securities placed in the segregated
account declines, additional cash or securities will be placed in the account on
a daily basis so that the value of the account will be

-5-
<PAGE>

equal to the amount of such Portfolio's commitments with respect to such
contracts.

The Portfolios generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, a Portfolio
may either sell the security and make delivery of the foreign currency, or it
may retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader obligating it to purchase, on the same maturity date, the same amount of
the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly,
it may be necessary for a Portfolio to purchase additional foreign currency on
the spot market (and bear the expense of such purchase) if the market value of
the security is less than the amount of foreign currency that such Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.

If a Portfolio retains the portfolio security and engages in an offsetting
transaction, such Portfolio will incur a gain or loss (as described below) to
the extent that there has been movement in forward contract prices. Should
forward prices decline during the period between a Portfolio entering into a
forward contract for the sale of a foreign currency and the date it enters into
an offsetting contract for the purchase of the foreign currency, such Portfolio
will realize a gain to the extent that the price of the currency it has agreed
to sell exceeds the price of the currency it has agreed to purchase. Should
forward prices increase, such Portfolio would suffer a loss to the extent that
the price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.

Each Portfolio's dealings in forward contracts will be limited to the
transactions described above. Of course, the Portfolios are not required to
enter into such transactions with regard to their foreign currency-denominated
securities. It also should be realized that this method of protecting the value
of portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which one can achieve at some future point in
time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.

-6-
<PAGE>

FUTURES CONTRACTS

The Portfolios may enter into futures and options and interest rate futures
contracts for the purposes of hedging, remaining fully invested and reducing
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.

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, changes in the contract value may reduce the required
margin, resulting in a repayment of excess margin to the contract holder.
Variation margin payments are made to and from the futures broker for as long as
the contract remains open. The Portfolios expect to earn interest income on
their margin deposits.

-7-
<PAGE>

securities underlying the futures contracts which they trade and use futures
contracts with the expectation of realizing profits from a fluctuation in
interest rates. Each Portfolio intends to use futures contracts only for hedging
purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed 5% of the liquidation value of each
Portfolio. The Portfolios will only sell futures contracts to protect
securities they own against price declines or purchase contracts to protect
against an increase in the price of securities they intend to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contracts purchases will be "completed"; that is, equivalent
amounts of related securities will have been purchased or are being purchased by
a Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures contracts
could be used to control the Portfolios' exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this exposure.
While the Portfolios will incur commission expenses in both opening and closing
out future 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

Each Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposit on
open contracts exceeds 5% of the market value of its total assets. In addition,
a Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

Each Portfolio will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
a Portfolio would continue to be required to make daily cash payments to
maintain its required

-8-
<PAGE>

margin. In such situations, if a 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, a 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 a Portfolio's
ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely high
degree of leverage involved in futures pricing. As a result, a relatively small
price movement in a futures contract may result in immediate and substantial
loss (as well as gain) to the investor. For example, if at the time of
purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Portfolio is engaged in only for hedging purposes, the
Adviser does not believe that a Portfolio is subject to the risks of loss
frequently associated with futures transactions. A Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the
decline.

Utilization of futures transactions by a Portfolio does involve the risk of
imperfect or no correlation where the securities underlying the futures
contracts have different maturities than such Portfolio's securities being
hedged. It is also possible that a 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 a Portfolio of margin deposits in the event of
bankruptcy of a broker with whom such Portfolio has an open position in a
futures contract or related option.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no 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

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<PAGE>

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.

OPTIONS

Each Portfolio may purchase and sell put and call options on futures
contracts 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
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.

OPTIONS ON FOREIGN CURRENCIES

Each Portfolio may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against
such diminutions in the value of portfolio securities, a Portfolio may purchase
put options on the foreign currency. If the value of the currency does decline,
a Portfolio will have the right to sell such currency for a fixed amount in
dollars and will thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.

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<PAGE>

options, however, the benefit to a Portfolio deriving from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, where currency exchange rates do not move in the
direction or to the extent anticipated, a Portfolio could sustain losses on
transaction in foreign currency options which would require it to forego a
portion or all of the benefits of advantageous changes in such rates.

Each Portfolio may write options on foreign currencies for the same types
of hedging purposes. For example, where a Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities will be offset by the amount of the premium received.

Each Portfolio intends to write covered call options on foreign currencies.
A call option written on a foreign currency by a Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if a Portfolio has a call
on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written of (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash or
liquid securities in a segregated account with the Custodian.

-11-
<PAGE>

Each Portfolio also intends to write call options on foreign currencies
that are not covered for cross-hedging purposes. A call option on a foreign
currency is for cross-hedging purposes if it is not covered, but is designed to
provide a hedge against a decline in the U.S. dollar value of a security which a
Portfolio owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the exchange rate. In
such circumstances, a Portfolio collateralizes the option by maintaining in a
segregated account with the Custodian, cash or liquid securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES

Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment, many
of the protection afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting a Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.

-12-
<PAGE>

The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effect of other
political and economic events. In addition, exchange-traded options of foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign exchanges.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by (1) other complex foreign
political and economic factors, (2) lesser availability than in the United
States of data on which to make trading decisions, (3) delays in a Portfolio's
ability to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States, (4) the imposition of different exercise
and settlement terms and procedures and margin requirements than in the United
States, and (5) lesser trading volume.

FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS

-13-
<PAGE>

derived from certain qualifying income, i.e., dividends, interest, income
derived from loans of securities and gains from the sale or other disposition of
stock, securities or foreign currencies, or other related income, including
gains from options, futures and forward contracts, derived with respect to its
business investing in stock, securities or currencies. Any net gain realized
from the closing out of futures contracts will, therefore, generally be
qualifying income for purposes of the 90% requirement.

Each 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 a Portfolio's taxable year) on futures
transactions. Such distribution will be combined with distributions of capital
gains realized on a Portfolio's other investments, and shareholders will be
advised on the nature of the payment.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are calculated by
dividing the lesser of purchases or sales of portfolio securities for the year
by the monthly average of the value of the portfolio securities. The calculation
excludes all securities, including options, whose maturities at the time of
acquisition were one year or less. Portfolio turnover may vary greatly from year
to year as well as within a particular year, and may also be affected by cash
requirements for redemptions of shares. See "Financial Highlights" in the
Prospectus for the historical portfolio turnover rates with respect to the Small
Cap and Small/Mid Cap Portfolios.

PURCHASE AND REDEMPTION OF SHARES

Shares of each Portfolio may be purchased without a sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund and payment is received by the Fund's Custodian. The minimum
initial investment required for each Portfolio is $2,500 with certain exceptions
as may be determined from time to time by the officers of the Fund. Other
investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250; minimum additional investment for all accounts, $100. An
order received in proper form prior to the close of regular trading on the New
York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day;

-14-
<PAGE>

Christmas Day; New Year's Day and Dr. Martin Luther King, Jr. 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 judgment 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 either the Exchange or custodian bank is
closed or trading on the Exchange is restricted as determined by the Commission,
(2) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for a Portfolio
to dispose of securities owned by it or to fairly determine the value of its
assets, and (3) for such other periods as the Commission may permit. The Fund
has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in investment securities or in cash as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Portfolio. If redemptions
are paid in investment securities, such securities will be valued as set forth
in the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

No charge is made by 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 a 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. The purpose of the signature guarantee is to verify
the identity of the person who has authorized a redemption from your account.
Signature guarantees are required for (1) redemptions where the proceeds are to
be sent to someone other than the registered

-15-
<PAGE>

shareowner(s) and/or the registered address, or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institution is
available from the Transfer Agent. Broker-dealers guaranteeing signatures must
be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

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.

VALUATION OF SHARES

Equity securities listed on a securities exchange for which market
quotations are readily available are valued at the last quoted sale price of the
day. Price information on listed securities is taken from the exchange where the
security is primarily traded. Unlisted equity securities and listed 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 securities in a foreign currency
are converted to U.S. dollar equivalents. The converted value is based upon the
bid price of the foreign currency against U.S. dollars quoted by any major bank
or by a broker.

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

The value of other assets and securities for which no quotations are
readily available (including restricted

-16-
<PAGE>

securities) is determined in good faith at fair value using methods determined
by the Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Rice, Hall, James Portfolios' Prospectus.

EXCHANGE PRIVILEGE

Institutional Class Shares of each Rice, Hall, James Portfolio may be
exchanged for Institutional Class Shares of the other Rice, Hall, James
Portfolio. In addition, Institutional Class Shares of each Rice, Hall, James
Portfolio may be exchanged for any other Institutional Class Shares of a
Portfolio included in the UAM Funds which is comprised of the Fund and UAM Funds
Trust. (See the list of Portfolios of the UAM Funds -- Institutional Class
Shares at the end of the Prospectus.) Exchange requests should be made by
calling the Fund (1-800-638-7983) or by writing to UAM Funds, UAM Funds Service
Center, c/o Chase Global Funds Services Company, P.O. Box 2798, Boston, MA
02208-2798. The exchange privilege is only available with respect to Portfolios
that are registered for sale in the shareholder's state of residence.

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sale commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You
may obtain a Prospectus for the Portfolio(s) you are interested in by calling
the UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after the close of regular trading on the Exchange will be processed on the next
business day. Neither the Fund nor CGFSC, the Fund's Transfer Agent, will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Board of Directors to
assure that such exchanges do not disadvantage the Fund and its shareholders.

-17-
<PAGE>

TRANSFER OF SHARES

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the Prospectus.
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. Investment limitations (1), (2), (3), (4) and (5) are classified
as fundamental. The Portfolios' fundamental investment limitations cannot be
changed without approval by a "majority of the outstanding shares" (as defined
in the 1940 Act) of each Portfolio. The Portfolios 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

-18-
<PAGE>

lending its portfolio securities to banks, brokers, dealers and other
financial institutions so long as such loans are not inconsistent with
the 1940 Act or the rules and regulations or interpretations of the
Commission thereunder;

(4) 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 the Portfolio from (i)
making any permitted borrowings, mortgages or pledges, or (ii)
entering into options, futures or repurchase transactions;

(6) invest in stock or bond futures and/or options on futures unless (i)
not more than 5% of the Portfolio's assets are required as deposit to
secure obligations under such futures and/or options on futures
contracts provided, however, that in the case of an option that is in-
the-money at the time of purchase, the in-the-money amount may be
excluded in computing such 5% and (ii) not more than 20% of the
Portfolio's assets are invested in stock or bond futures and options;

(7) purchase on margin or sell short except as specified in (6) above;

(8) 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;

(9) invest for the purpose of exercising control over management of any
company.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

-19-
<PAGE>

<TABLE>

<C> <S>
John T. Bennett, Jr. Director of the Fund;
College Road-RFD 3 President of Squam
Meredith, NH 03253 Investment Management
1/26/29 Company, Inc. and Great
Island Investment Company,
Inc.; President of Bennett
Management Company from
1988 to 1993.

Nancy J. Dunn Director of the Fund; Vice
10 Garden Street President for Finance and
Cambridge, MA 02138 Administration and
8/14/51 Treasurer of Radcliffe
College since 1991.

Philip D. English Director of the Fund;
16 West Madison Street President and Chief
Baltimore, MD 21201 Executive Officer of
8/15/48 Broventure Company, Inc.;
Chairman of the Board of
Chektec Corporation and
Cyber Scientific, Inc.

William A. Humenuk Director of the Fund;
4000 Bell Atlantic Tower Partner in the Philadelphia
1717 Arch Street office of the law firm
Philadelphia, PA 19103 Dechert Price & Rhoads;
4/21/42 Director, Hofler Corp.

Norton H. Reamer* Director, President and
One International Place Chairman of the Fund;
Boston, MA 02110 President, Chief Executive
3/21/35 Officer and a Director of
United Asset Management
Corporation; Director,
Partner or Trustee of each
of the Investment Companies
of the Eaton Vance Group of
Mutual Funds.

Charles H. Salisbury, Jr. * Director of the Fund;
One International Place Executive Vice President of
Boston, MA 02110 United Asset Management
8/24/40 Corporation; formerly an
Executive Officer and
Director of T. Rowe Price
and President and Chief
Investment Officer of T.
Rowe Price Trust Company.
</TABLE>

-20-

<PAGE>

<TABLE>
<S> <C>
Peter M. Whitman, Jr.* Director of the Fund;
One Financial Center President and Chief
Boston, MA 02111 Investment Officer of Dewey
7/1/43 Square Investors
Corporation since 1988;
Director and Chief
Executive Officer of H.T.
Investors, Inc., formerly a
subsidiary of Dewey Square.

William H. Park Vice President of the Fund;
One International Place Executive Vice President
Boston, MA 02110 and Chief Financial Officer
9/19/47 of United Asset Management
Corporation.

Gary L. French Treasurer of the Fund;
211 Congress Street President of UAM Fund
Boston, MA 02110 Services, Inc. and UAM Fund
7/4/51 Distributors, Inc.; Vice
President of Operations,
Development and Control of
Fidelity Investments in
1995; Treasurer of the
Fidelity Group of Mutual
Funds from 1991 to 1995.

Robert R. Flaherty Assistant Treasurer of the
211 Congress Street Fund; Vice President of UAM
Boston, MA 02110 Fund Services, Inc.; former
9/18/63 Manager of Fund
Administration and
Compliance of Chase Global
Fund Services Company from
1995 to 1996; Senior
Manager of Deloitte &
Touche LLP from 1985 to
1995.

Gordon M. Shone Assistant Treasurer of the
73 Tremont Street Fund; Vice President of
Boston, MA 02108 Fund Administration and
7/30/56 Compliance of Chase Global
Funds Services Company;
formerly Senior Audit
Manager of Coopers &
Lybrand LLP from 1983 and
1993.

</TABLE>
-21-
<PAGE>

<TABLE>
<S> <C>
Michael DeFao Secretary of the Fund; Vice
211 Congress Street President and General
Boston, MA 02110 Counsel of UAM Fund
2/28/68 Services, Inc. and UAM Fund
Distributors, Inc.;
Associate Attorney of Ropes
& Gray (a law firm) from
1993 to 1995.

Karl O. Hartmann Assistant Secretary of the
73 Tremont Street Fund; Senior Vice President
Boston, MA 02108 and General Counsel of
3/7/55 Chase Global Funds Services
Company.

</TABLE>
- ------------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned less
than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

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<PAGE>

Pension or
Retirement Total
Benefits Estimated Compensation
Registrant Aggregate Accrued as Annual from
Name of Person, Compensation Part of Benefits Upon and Fund
Position From Registrant Fund Expenses Retirement Complex
- ---------------------- --------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>

John T. Bennett, Jr.
Director............ $26,791 0 0 $32,750
Nancy J. Dunn
Director............ $ 6,774 0 0 $ 8,300
Philip D. English
Director............ $26,791 0 0 $32,750
William A. Humenuk
Director............ $26,791 0 0 $32,750
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held of
record or beneficially 5% or more of the shares of the Portfolios:

Rice, Hall, James Small Cap Portfolio: Charles Schwab & Co., Inc., Reinvest
Account, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA,
22.9%.

Rice, Hall, James Small/Mid Cap Portfolio: Hartnat & Co., Nana Regional,
Attn: 0173440-070, P.O. Box 92800, Rochester, NY, 26.7% and Charles Schwab &
Co., Inc., FBO Reinvest Account, Attn: Mutual Funds, 101 Montgomery Street, San
Francisco, CA, 6.4%.

_____________
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Rice, Hall, James & Associates (the "Adviser") is a wholly-owned subsidiary
of UAM, a holding company incorporated in Delaware in December, 1980, for the
purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned

-23-
<PAGE>

affiliated firms (the "UAM Affiliated Firms"). UAM believes that permitting UAM
Affiliated Firms to retain control over their investment advisory decisions is
necessary to allow them to continue to provide investment management services
that are intended to meet the particular needs of their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each of
them.

SERVICES PERFORMED BY ADVISER

In the absence of (i) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties under
the Agreements, (ii) reckless disregard by the Adviser of its obligations and
duties under the Agreements, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services, 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 under
the Agreements.

-24-
<PAGE>

penalty, upon 90 days' written notice to the Fund. The Agreements will
automatically and immediately terminate in the event of their assignment.

PHILOSOPHY AND STYLE

Rice, Hall, James Small Cap Portfolio

The Adviser applies a value oriented approach to small capitalization
growth stocks. The Rice, Hall, James Small Cap Portfolio is constructed through
bottom up research where stocks selected must possess catalysts -- positive
fundamental changes which the Adviser believes should lead to greater investor
recognition and, subsequently, higher stock prices. The price earnings ratios
of selected stocks are typically lower than the projected 3 to 5 year earnings
growth rates. Stocks are sold when they reach preset upside targets, violate
preset downside price limits or when a deterioration of the fundamental
assumptions or catalysts occur.

Rice, Hall, James Small/Mid Cap Portfolio

The Adviser practices a fundamentally driven bottom-up research approach.
This approach focuses on identifying stocks of growth companies that are selling
at a discount to the companies' projected earnings growth rates. Specifically,
the Adviser requires that candidates for inclusion in the Portfolio have
price/earnings ratios that are lower than the 3 to 5 year projected earnings
growth rate. In addition, the stocks must possess catalysts, which are defined
by the Adviser as fundamental events that ultimately lead to increases in
revenue growth rates, expanding profit margins and/or increases in earnings
growth rates that are generally not anticipated by the market. Such events can
include new product introductions or applications, discovery of niche markets,
new management, corporate or industry restructures, regulatory change, end
market expansion, etc. Most importantly, the Adviser must be convinced that such
change will lead to greater investor recognition and a subsequent rise in the
stock prices within a 12 to 24 month period. Stocks are sold when they reach
their upside target, violate the present downside limit or when a deterioration
of the fundamental assumptions or catalysts occurs.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the Adviser's
representative institutional clients included University of Kansas Endowment,
San Diego Society of Natural History, American Business Products, City of San
Diego and California Western School of Law.

-25-
<PAGE>

In compiling this client list, the Adviser used objective criteria such as
account size, geographic location and client classification. The Adviser did
not use any performance based criteria. It is not known whether these clients
approve or disapprove of the Adviser or the advisory services provided.

ADVISORY FEES

As compensation for services rendered by the Adviser under the Investment
Advisory Agreements, the Portfolios pay the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rate to
each Portfolio's average daily net assets for the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
Small Cap Portfolio 0.75%

Small/Mid Cap Portfolio 0.80%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the Small Cap
Portfolio paid advisory fees of approximately $85,000, $197,797 and $320,608,
respectively. During the same periods, the Adviser voluntarily waived advisory
fees of approximately $15,000, $0 and $0, respectively. For the period November
1, 1996 (commencement of operations) to October 31, 1997, the Small/Mid Cap
Portfolio paid advisory fees of $0. During the same period, the Adviser
voluntarily waived fees of $42,239 for the Small/Mid Cap Portfolio.

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 directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolios.
In doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or 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, 1995, 1996 and 1997,
the Small Cap Portfolio paid brokerage commissions of approximately $48,167,
$72,700 and $93,309, respectively. For the period

-26-
<PAGE>

November 1 1996 (commencement of operations) to October 31, 1997, the
Small/MidCap Portfolio paid brokerage commissions of $31,408.

Some securities considered for investment by a Portfolio 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
Portfolios and clients in a manner deemed fair and reasonable by the Adviser.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Adviser, and the results of such
allocations, are subject to periodic review by the Fund's Directors.

ADMINISTRATIVE SERVICES

The Board of Directors of the Fund approved a Fund Administration Agreement
("Fund Administration Agreement"), effective April 15, 1996, between UAM Fund
Services, Inc., a wholly-owned subsidiary of UAM, and the Fund. Pursuant to the
terms of the Fund Administration Agreement, UAMFSI manages, administers and
conducts the general business activities of the Fund other than those which have
been contracted to other third parties by the Fund. Additionally, UAMFSI has
agreed to provide transfer agency services to the Portfolios pursuant to the
terms of the Agreement.

<TABLE>
<CAPTION>
Annual Rate
<S> <C>
Small Cap Portfolio 0.04%
Small/Mid Cap Portfolio 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis
as follows:

0.19 of 1% of the first $200 million of combined Fund net assets;

-27-
<PAGE>

0.11 of 1% of the next $800 million of combined Fund net assets;

0.07 of 1% of combined Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

Prior to April 15, 1996, CGFSC or its predecessor, Mutual Funds Services
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 period prior to April 15, 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.

For the fiscal years ended October 31, 1995, 1996 and 1997, administrative
fees paid by Small Cap Portfolio totaled approximately $52,000, $88,251 and
$93,851, respectively. Of the fees paid during the years ended October 31, 1996
and 1997, the Small Cap Portfolio paid $81,427 and $76,774 to CGFSC and $6,824
and $17,077 to UAMFSI, respectively. For the period November 1, 1996
(commencement of operations) to October 31, 1997, administrative fees paid by
the Small/Mid Cap Portfolio totaled approximately $36,970. Of such amount,
$34,858 was paid to CGFSC and $2,112 was paid to UAMFSI.

-28-
<PAGE>

advisory and administration fees, charges and expenses of pricing and data
services, independent public accountants and custodians, insurance premiums
including fidelity bond premiums, outside legal expenses, costs of maintenance
of corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms, costs of special telephone and data lines
and devices, trade association dues and expenses, and any extraordinary expenses
and other customary Fund expenses.

Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided such continuance is specifically approved
at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the Small Cap Portfolio
and Small/Mid Cap Portfolio paid the Service Provider $4,801 and $ 0,
respectively, in fees pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

-29-
<PAGE>

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

The Distributor received no compensation for its services directly or
indirectly from either of the Small Cap Portfolio or the Small/Mid Cap Portfolio
during the Fund's fiscal year ended October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolios may from time to time quote various performance figures to
illustrate past performance. Performance quotations by investment companies are
subject to rules adopted by the Commission, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the
Commission. Average annual compounded total return quotations used by the Fund
are based on the standardized methods of computing performance mandated by the
Commission. An explanation of the method used to compute or express performance
follows.

TOTAL RETURN

The average annual total rates of return for the Institutional Class Shares
of the Rice, Hall, James Portfolios

-30-
<PAGE>

from inception and for the one year period ended on the date of the Financial
Statements included herein are as follows:

<TABLE>
<CAPTION>
Since
Inception
One Year Through
Ended Year Ended
October 31, October 31, Inception
1997 1997 Date
------------ ------------ ---------
<S> <C> <C> <C>
Small Cap Portfolio...... 31.44% 31.47% 7/1/94
Small/Mid Cap Portfolio.. 26.76% 26.76% 11/1/96
</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).

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,

-31-
<PAGE>

there can be no assurance that a Portfolio will continue this performance as
compared to such other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to "UAM Funds, Inc." The Fund's principal executive office is located
at One International Place, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at 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 Board of Directors has
classified additional classes of shares in each Portfolio, known as
Institutional Service Shares and Advisor shares. As of the date of this
Statement of Additional Information, no Institutional Service Shares or Advisor
shares of these Portfolios have been offered to the public.

Shares of each Portfolio of the Fund, when issued and paid for as provided
for in the Prospectus, will be fully paid and nonassessable, have no preference
as to conversion, exchange, dividends, retirement or other features and have no
preemptive rights. The shares of the Fund have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Directors can elect 100% of the Directors if they choose to do so.
A shareholder is entitled to one vote for each full share held (and a fractional
vote for each fractional share held), then standing in his or her name on the
books of the Fund.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of a Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the federal excise tax on undistributed income
and capital gains. (See discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectus.) The amounts of any income
dividends or capital gains distributions cannot be predicted.

-32-
<PAGE>

Any dividend or distribution paid shortly after the purchase of shares of a
Portfolio by an investor may have the effect of reducing the per share net asset
value of the Portfolio by the per share amount of the dividend or distribution.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the Prospectus.

As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically received
in additional shares of a Portfolio at net asset value (as of the business day
following the record date). This will remain in effect until the Fund is
notified by the shareholder in writing at least three days prior to the record
date that either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option (both
income dividends and capital gains distributions in cash) has been elected. An
account statement is sent to shareholders whenever an income dividend or capital
gains distribution is paid.

Each Portfolio will be treated as a separate entity (and hence as a
separate "regulated investment company") for federal tax purposes. Any net
capital gains recognized by a Portfolio will be distributed to its investors
without need to offset (for federal income tax purposes) such gains against any
net capital losses of another Portfolio.

FEDERAL TAXES

Each Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

-33-
<PAGE>

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the Small Cap
and Small/Mid Cap Portfolios for the fiscal year ended October 31, 1997, which
appear in the Portfolio's 1997 Annual Report to Shareholders, and the report
thereon of Price Waterhouse LLP, the Fund's independent accountants, also
appearing therein, are attached to this Statement of Additional Information.

-34-
<PAGE>

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF BOND RATINGS

Excerpts from Moody's Investors Service, Inc. ("Moody's") description of
its highest bond ratings: Aaa -- judged to be the best quality; carry the
smallest degree of investment risk: Aa -- judged to be of high quality by all
standards; A -- possess many favorable investment attributes and are to be
considered as higher medium grade obligations; Baa -- considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.

Excerpts from Standard & Poor's Ratings Services ("S&P") description of its
highest bond ratings: AAA -- highest grade obligations; possess the ultimate
degree of protection as to principal and interest; AA -- also qualify as high
grade obligations, and in the majority of instances differs from AAA issues only
in small degree; A -- regarded as upper medium grade; have considerable
investment strength but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded as safe; BBB
- -- regarded as borderline between definitely sound obligations and those where
the speculative element begins to predominate; this group is the lowest which
qualifies for commercial bank investment.

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.

U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

A-1
<PAGE>

of the United States 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 United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under Government supervision, but their debt securities are backed
only by the credit worthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.

III. DESCRIPTION OF COMMERCIAL PAPER

The Portfolios may invest in commercial paper (including variable amount
master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with a 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;

A-2
<PAGE>

(3) the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowance made for
unusual circumstances; (5) typically, the issuer's industry is well established,
and the issuer has a strong position within the industry; and (6) the
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determine whether the issuer's commercial paper is
A-1, A-2 or A-3. The rating Prime-1 is the highest commercial paper rating
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 issuer of obligations which may be present or may arise as a result of public
interest questions and preparations to meet such obligations.

IV. DESCRIPTION OF BANK OBLIGATIONS

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Certificates of deposit are negotiable short-term obligations of commercial
banks. Variable rate certificates of deposit are certificates of deposit on
which the interest rate is periodically adjusted prior to their stated maturity
based upon a specified market rate. As a result of these adjustments, the
interest rate on these obligations may increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolios will agree to repurchase such instruments, at the Portfolios' option,
at par on or near the coupon dates. The dealers' obligations to repurchase
these instruments are subject to conditions imposed by various dealers. Such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolios are also able
to sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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. 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

A-3
<PAGE>

six months or less and are traded in the secondary markets prior to maturity.

V. DESCRIPTION OF FOREIGN INVESTMENTS

Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Since the securities of foreign companies are frequently
denominated in foreign currencies, a Portfolio may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

Although the Fund will endeavor to achieve the most favorable execution
costs in its portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portion of these taxes are recoverable,
the non-recoverable portion of foreign withholding taxes will reduce the income
received from the companies comprising the Fund's Portfolios. However, these
foreign withholding taxes are not expected to have a significant impact.

A-4
<PAGE>

APPENDIX B - COMPARISONS

(c) S&P Midcap 400 Index -- consists of 400 domestic stocks chosen for
market size (medium market capitalization of $993 million as of
February 1995), liquidity and industry group representation. It is a
market-weighted index with each stock affecting the index in
proportion to its market value.

(d) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.

(e) Wilshire 5000 Equity index or its component indices -- represents the
return on the market value of all common equity securities for which
daily pricing is available. Comparisons of performance assume
reinvestment of dividends.

(f) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income
Fund Performance Analysis -- 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) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.

(h) Goldman Sachs 100 Convertible Bond Index -- currently includes 67
bonds and 33 preferred. The original list

B-1
<PAGE>

of names was generated by screening for convertible issues of 100
million or greater in market capitalization. The index is priced
monthly.

(i) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the
Government National Mortgage Association.

(j) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It
is a value-weighted, total return index, including approximately 800
issues with maturities of 12 years or greater.

(k) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted
index that contains approximately 4,700 individually priced investment
grade corporate bonds rated BBB or better, U.S. Treasury/agency issues
and mortgage pass through securities.

(l) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of
10 years or greater.

(m) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only
and does not include income.

(n) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(o) Russell 2000 Index -- consists of the smallest 2,000 companies in the
Russell 3000 Index, a U.S. equity index of the 3,000 large U.S.
companies, with an average market capitalization of $1.74 billion.

(p) Russell Midcap Index -- consists of the smallest 800 companies in the
Russell 1000 Index, a U.S. equity index of the 1,000 largest companies
in the Russell 3000 Index, with an average capitalization of $1.96
billion.

(q) Russell Top 200 Index -- is an unmanaged index of the 200 largest
companies in the Russell 2000 Index.

(r) Composite indices -- 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and 65%
Salomon Brothers High Grade Bond Index; all stocks on the NASDAQ
system

B-2
<PAGE>

exclusive of those traded on an exchange, and 65% Standard & Poor's
500 Stock Index and 35% Salomon Brothers High Grade Bond Index.

(s) 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.

(t) Mutual Fund Source Book published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

(u) 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.

(v) 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.

(w) 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.

(x) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.

(y) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan Companies; Salomon Brothers; Merrill
Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg
L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.

- --------------------------------------------------------------------------------

SAMI PREFERRED STOCK INCOME PORTFOLIO

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

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 SAMI Preferred Stock Income Portfolio's Institutional Class Shares dated
January 22, 1998. To obtain a Prospectus, please call the UAM Funds Service
Center: 1-800-638-7983.

TABLE CONTENTS

<TABLE>
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES.......................................... 1

PURCHASE AND REDEMPTION OF SHARES.......................................... 8

INVESTMENT LIMITATIONS..................................................... 12

MANAGEMENT OF THE FUND..................................................... 13

INVESTMENT ADVISER......................................................... 17

PORTFOLIO TRANSACTIONS..................................................... 18

ADMINISTRATIVE SERVICES.................................................... 19

CUSTODIAN.................................................................. 22

INDEPENDENT ACCOUNTANTS.................................................... 22

DISTRIBUTOR................................................................ 22

PERFORMANCE CALCULATIONS................................................... 22

GENERAL INFORMATION........................................................ 25

FINANCIAL STATEMENTS....................................................... 27

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS........................ A-1

APPENDIX B - COMPARISONS................................................... B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following discussion supplements the discussion of the investment
objective and policies of the SAMI Preferred Stock Income Portfolio (the
"Portfolio") as set forth in the Portfolio's Prospectus.

LENDING OF SECURITIES

The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long as
the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or securities
issued or guaranteed by the United States Government having a value at all times
not less than 100% of the value of the securities loaned, (b) the borrower add
to such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by the Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments). The Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral for the loan) at fair market value would
be committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed in the Prospectus.

SHORT-TERM INVESTMENTS

(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are non-
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Time deposits maturing in more than seven
days will not be purchased by a Portfolio, and time
<PAGE>

deposits maturing from two business days through seven calendar days will not
exceed 10% of the total assets of a Portfolio.

Certificates of deposit are negotiable short-term obligations issued
by commercial banks or savings and loan associations collateralized by funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods).

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or
Baa by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct obligations
of the U.S. Government and differ mainly in interest rates, maturities and dates
of issue;

(6) Repurchase agreements collateralized by securities listed above.

RISKS PARTICULAR TO THE PUBLIC UTILITIES INDUSTRIES

The public utilities industries are subject to various uncertainties,
including: difficulty in obtaining adequate

-2-
<PAGE>

returns on invested capital; frequent difficulty in obtaining approval of rate
increases by public service commissions; increased costs, delays and
restrictions as a result of environmental considerations; difficulty and delay
in securing financing of large construction projects; difficulties of the
capital markets in absorbing utility debt and equity securities; difficulties in
obtaining fuel for electric generation at reasonable prices; difficulty in
obtaining natural gas for resale; special risks associated with the construction
and operation of nuclear power generating facilities, including technical and
cost factors of such construction and operation and the possibility of
imposition of additional governmental requirements for construction and
operation; and the effects of energy conservation and the effects of regulatory
changes, such as the possible adverse effects on profits of recent increased
competition among certain utilities companies, including telecommunications
companies, and the uncertainties resulting from such companies' diversification
into new domestic and international businesses, as well as agreements by many
such companies linking future rate increases to inflation or other factors not
directly related to the actual operating profits of the enterprise.

FUTURES CONTRACTS

The Portfolio may enter into futures contracts, options and options on
futures contracts for the purposes of hedging, remaining fully invested and
reducing transactions costs. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. Futures contracts
which are standardized as to maturity date and underlying financial instrument
are traded on national futures exchanges. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"), a U.S. Government Agency.

-3-
<PAGE>

the contract (delivery or acceptance of the underlying security) if it is not
terminated prior to the specified delivery date. Minimal initial margin
requirements are established by the futures exchange and may be changed. Brokers
may establish deposit requirements which are higher than the exchange minimums.
Futures contracts are customarily purchased and sold on margin that may range
upward from less than 5% of the value of the contract being traded. After a
futures contract position is opened, the value of the contract is marked to
market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required. Conversely, changes in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Fund expects to earn
interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. 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 hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of a Portfolio. A Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, the Portfolio expects that approximately 75%
of its futures contracts purchases will be "completed"; that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control the Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While the Portfolio will incur commission expenses in
both opening and closing out futures positions, these costs are lower than

-4-
<PAGE>

transaction costs incurred in the purchase and sale of the underlying
securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

The 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. The
Portfolio's outstanding obligations to purchase securities under these contracts
may be 100% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

The Portfolio will minimize the risk that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may
not be possible to close a futures position. In the event of adverse price
movements, the Portfolio would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if the Portfolio
has insufficient cash, it may have to sell portfolio securities to meet daily
margin requirements at a time when it may be disadvantageous to do so. In
addition, the Portfolio may be required to make delivery of the instruments
underlying futures contracts it holds. The inability to close futures positions
also could have an adverse impact on the Portfolio's ability to effectively
hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. 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,

-5-
<PAGE>

instead of the futures contract, it had invested in the underlying financial
instrument and sold it after the decline.

Utilization of futures transactions by the Portfolio does involve the
risk of imperfect or no correlation where the securities underlying futures
contracts have different maturities than the portfolio securities being hedged.
It is also possible that the Portfolio could lose money on futures contracts and
also experience a decline in value of portfolio securities. There is also the
risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a
broker with whom the Portfolio has an open position in a futures contract.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days, with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions the Portfolio has identified as hedging
transactions, the Portfolio is required for federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of the year as well as those actually
realized during the year. In most cases any gains 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 losses, 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.

-6-
<PAGE>

derived from loans of securities, and gains from the sale of securities of
foreign currencies, or other income derived with respect to its business
investing in such securities or currencies. 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.

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 distribution 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 Portfolio may purchase and sell put and call options on futures
contracts 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
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. In general, the market prices of options can be
expected to be more volatile than the market prices on the underlying futures
contract or securities.

WRITING COVERED OPTIONS

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<PAGE>

The Portfolio writes only covered put options, which means that so
long as the Portfolio is obligated as the writer of the option it will, through
its custodian, have deposited and maintained cash or liquid securities
denominated in U.S. dollars or non-U.S. currencies with a securities depository
with a value equal to or greater than the exercise price of the underlying
securities. By writing a put, a Portfolio will be obligated to purchase the
underlying security at a price that may be higher than the market value of that
security at the time of exercise for as long as the option is outstanding. The
Portfolio may engage in closing transactions in order to terminate put options
that it has written.

PURCHASING OPTIONS

The amount of any appreciation in the value of the underlying security
will be partially offset by the amount of the premium paid for the put option
and any related transaction costs. Prior to its expiration, a put option may be
sold in a closing sale transaction and profit or loss from the sale will depend
on whether the amount received is more or less than the premium paid for the put
option plus the related transaction costs. A closing sale transaction cancels
out the Portfolio's position as the purchaser of an option by means of an
offsetting sale of an identical option prior to the expiration of the option it
has purchased. In certain circumstances, the Portfolio may purchase call
options on securities held in its investment portfolio on which it has written
call options or on securities which it intends to purchase.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectus are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectus for the Portfolio's historical portfolio turnover
rates.

PURCHASE AND REDEMPTION OF SHARES

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<PAGE>

certain exceptions as may be determined from time to time by the officers of the
Fund. Other investment minimums are: initial IRA investment, $500; initial
spousal IRA investment, $250; additional investment for all accounts, $100. An
order received in proper form prior to the close of regular trading on the New
York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern Time) 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; New
Year's Day and Dr. Martin Luther King, Jr. Day.

The Portfolio reserves the right in its sole discretion (1) to suspend
the offering of its shares, (2) to reject purchase orders when in the judgment
of management such rejection is in the best interest of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the Portfolio's shares.

The Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Portfolio to dispose of securities owned by it, or to fairly determine
the value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid in whole or in part, in investment securities or in cash, as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Portfolio. If redemptions
are paid in investment securities, such securities will be valued as set forth
in the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

-9-
<PAGE>

No charge is made by the Portfolio for redemptions. Any redemption
may be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

Signature Guarantees -- To protect your account, the Fund and Chase
Global Funds Services Company ("CGFSC") from fraud, signature guarantees are
required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signature guarantees are required for (1) all redemptions when the
proceeds are to be paid to someone other than the registered owner(s) and/or
registered address, or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

VALUATION OF SHARES

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<PAGE>

Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost, using methods approved by the Board of Directors.

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 approved by the Fund's Directors.

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the SAMI Preferred Stock Income Portfolio Prospectus.

EXCHANGE PRIVILEGE

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<PAGE>

prior to the close of regular trading on the Exchange (generally 4:00 p.m.
Eastern Time) will be processed as of the close of business on the same day.
Requests received after the close of regular trading on the Exchange will be
processed on the next business day. 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.

TRANSFER OF SHARES

INVESTMENT LIMITATIONS

The SAMI Preferred Stock Income Portfolio is subject to the following
restrictions, which are non-fundamental, and which may be changed by the Fund's
Board of Directors upon reasonable notice to investors. Investment limitation
(3) is classified as fundamental. The Portfolio's fundamental investment
limitation cannot be changed without approval by a "majority of the outstanding
shares" (as defined in the 1940 Act) of the Portfolio. These restrictions
supplement the investment objective and policies set forth in the Portfolio's
Prospectus. 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

-12-
<PAGE>

change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with a Portfolio's investment
limitations. The Portfolio will not:

(1) invest in commodities, except for hedging, liquidity and related
purposes as provided in the Prospectus and herein;

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may
purchase and sell securities which are secured by interests in
real estate;

(3) issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Portfolio
from (i) making any permitted borrowings, mortgages or pledges,
or (ii) entering into options, futures or repurchase
transactions;

(4) purchase on margin or sell short;

(5) purchase or retain securities of an issuer if those Officers and
Directors of the Fund or its investment adviser owning more than
1/2 of 1% of such securities together own more than 5% of such
securities;

(6) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the total assets of the Portfolio, determined
at the time of investment, in securities subject to legal or
contractual restrictions on resale and for which there are no
readily available markets, including repurchase agreements having
maturities of more than seven days;

(7) invest for the purpose of exercising control over management of
any company;

(8) acquire any securities of companies within one industry, other
than the utilities industry, if, as a result of such acquisition,
more than 25% of the value of the Portfolio's total assets would
be invested in securities of companies within such industry;
provided, however, that there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, or instruments
issued by U.S. banks when the Portfolio adopts a

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<PAGE>

temporary defensive position; and write or acquire options or
interests in oil, gas or other mineral exploration or development
programs.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street for Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

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<PAGE>

<TABLE>
<S> <C>
Charles H. Salisbury, Jr.* Director of the Fund; Executive Vice
One International Place President of United Asset Management
Boston, MA 02110 Corporation; formerly an executive
8/24/40 officer and Director of T. Rowe Price
and President and Chief Investment
Officer of T. Rowe Price Trust
Company.

William H. Park Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
9/19/47 Corporation.

Gary L. French Treasurer of the Fund; President of
211 Congress Street UAM Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc.; Vice President of
7/4/51 Operations, Development and Control of
Fidelity Investments in 1995;
Treasurer of the Fidelity Group of
Mutual Funds from 1991 to 1995.

Gordon M. Shone Assistant Treasurer of the Fund; Vice
73 Tremont Street President of Fund Administration and
Boston, MA 02108 Compliance of Chase Global Funds
7/30/56 Services Company; formerly Senior
Audit Manager of Coopers & Lybrand LLP
from 1983 to 1993.

-15-
<PAGE>

<TABLE>
<S> <C>
Karl O. Hartmann Assistant Secretary of the Fund;
73 Tremont Street Senior Vice President and General
Boston, MA 02108 Counsel of Chase Global Funds Services
3/7/55 Company.
</TABLE>

- -------------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

Pension or
Aggregate Retirement Benefits Estimated Annual Total Compensation
Name of Person, Compensation Accrued as Part of Benefits Upon from Registrant and
Position From Registrant Fund Expenses Retirement Fund Complex
- ------------------------ --------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr........ $ 26,791 0 0 $ 32,750
Director
Nancy J. Dunn.............. $ 6,774 0 0 $ 8,300
Director
Philip D. English.......... $ 26,791 0 0 $ 32,750
Director
William A. Humenuk......... $ 26,791 0 0 $ 32,750
Director
</TABLE>

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<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997 the following persons or organizations owned
of record or beneficially 5% or more of the shares of the Portfolio:

Kansas City Power & Light Company, Kansas City, MO, 34.8%; Intercoast
Capital Company, 370 W. Anchor Drive, Suite 300, Dakota Dunes, SD, 20.1%;
Intercoast Capital Company, 370 W. Anchor Drive, Suite 300, Dakota Dunes, SD,
14.7%; Bank of America Illinois, FBO Sisters of St. Francis Health Svc. Inc.,
Retirement Trust dated 01/01/76, Los Angeles, CA, 10.8% and KLT Investments
Inc., 1201 Walnut 21st Fl., Kansas City, MO, 5.9%.

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

The persons or organizations owning 25% or more of the outstanding
shares of the Portfolio may be presumed to control (as that term is defined in
the 1940 Act) the Portfolio. As a result, those persons or organizations could
have the ability to vote a majority of the shares of the Portfolio on any matter
requiring the approval of shareholders of the Portfolio.

INVESTMENT ADVISER

CONTROL OF ADVISER

Spectrum Asset Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 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.

-17-
<PAGE>

SERVICES PERFORMED BY ADVISER

Pursuant to an Investment Advisory Agreement ("Agreement") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolio's assets, to continuously review, supervise and
administer the Portfolio's investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolio's assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreement, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreement, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, for any error of judgment, mistake of law or any other act or omission in
the course of, or connected with, rendering services under the Agreement.

Unless sooner terminated, the Agreement 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 the 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. The Agreement
may be terminated at any time by the Portfolio, 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. The Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days' written
notice to the Fund. The Agreement will automatically and immediately terminate
in the event of its assignment.

PHILOSOPHY AND STYLE

The Adviser has been managing diversified hedged preferred stock
portfolios for major institutional investors since 1987. Focused exclusively on
preferred stocks, Spectrum's three senior executives have a total of nearly 50
years of experience in this specialized market. The firm uses sophisticated,
proprietary pricing and hedging models, in addition to the expertise of its
investment professionals, to develop strategies which take advantage of market
inefficiencies and opportunities while mitigating the effect of interest rate
movements on the capital value of the Portfolio.

-18-
<PAGE>

ADVISORY FEES

As compensation for the services rendered by the Adviser under the
Agreement, the Portfolio pays the Adviser an annual fee, in monthly
installments, calculated by applying the following annual percentage rate to the
Portfolio's average daily net assets for the month: 0.70%.

For the fiscal years ended October 31, 1995, 1996 and 1997, the
Portfolio paid advisory fees of $385,000, $173,576 and $166,174, respectively.
During the fiscal years ended October 31, 1996 and 1997, the Advisor voluntarily
waived advisory fees of approximately $60,615 and $56,371, respectively.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorizes the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
In doing so, the Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the Fund's practice to allocate brokerage
or principal business on the basis of sales of shares which may be made through
broker-dealer firms. However, the Adviser may place portfolio orders with
qualified broker-dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolios for their clients. During the
fiscal years ended October 31, 1995, 1996 and 1997 the Portfolio paid brokerage
commissions of approximately $83,331, $28,892 and $31,180, respectively.

The Portfolio may place a portion of its portfolio transactions with
the Adviser, which is a registered broker. Transactions placed with the Adviser
are subject to procedures adopted and supervised by the Board of Directors. For
the fiscal years ended October 31, 1995, 1996 and 1997, the entire Fund paid
commissions of approximately $ 58,000, $21,000 and $27,000, respectively, to the
Adviser for transactions placed through its brokerage facilities.

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<PAGE>

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

The Board of Directors of the Fund approved a Fund Administration
Agreement effective April 15, 1996 ("Fund Administration Agreement") between UAM
Fund Services, Inc., a wholly owned subsidiary of UAM, and the Fund. Pursuant
to the terms of the Fund Administration Agreement, UAMFSI manages, administers
and conducts the general business activities of the Fund other than those which
have been contracted to other third parties by the Fund. Additionally, UAMFSI
has agreed to provide transfer agency services to the portfolios pursuant to the
terms of the Fund Administration Agreement.

Pursuant to the terms of the Agreements, the Portfolio pays UAMFSI a
two-part monthly fee: a Portfolio-specific fee which is retained by UAMFSI and a
sub-administration fee which UAMFSI in turn pays to CGFSC. The Portfolio-
specific fee for the Portfolio is 0.06% of aggregate net assets.

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 UAM Fund net assets;

0.11 of 1% of the next $800 million of combined UAM Fund net assets;

0.07 of 1% of combined UAM Fund net assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Fund net assets in excess of $3 billion.

Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a graduated minimum fee

-20-
<PAGE>

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.

Prior to April 15, 1996, Chase Global Funds Services Company or its
predecessor, Mutual Funds Service Company, provided certain administrative
services to the Fund under an Administration Agreement between the Fund and U.S.
Trust Company of New York. The basis of the fees paid to CGFSC for periods
prior 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, 1995, 1996 and 1997,
administrative services fees paid to the Administrator by the SAMI Preferred
Stock Income Portfolio totaled $78,000, $85,405 and $93,115, respectively. Of
the fees paid during the year ended October 31, 1996 and 1997, the Portfolio
paid $74,344 and $74,045 to CGFSC and $11,061 and $19,070 to UAMFSI,
respectively.

-21-
<PAGE>

Unless sooner terminated as provided herein, the Agreement shall
continue in effect from year to year provided such continuance is specifically
approved at least annually by the Board. The Fund Administration Agreement is
terminable, without penalty, by the Board or by UAMFSI, on not less than ninety
(90) days' written notice. The Fund Administration Agreement shall
automatically terminate upon its assignment by UAMFSI without the prior written
consent of the Fund.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the Portfolio paid no
fees pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase Metro Tech Center, Brooklyn, NY
11245, provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, MA 02110, serves as
independent accountants for the Fund.

DISTRIBUTOR

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<PAGE>

The Distributor received no compensation for its services directly or
indirectly from the Preferred Stock Income Portfolio during the fiscal year
ended October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolio may from time to time quote various performance figures
to illustrate past performance.

Performance quotations by investment companies are subject to rules
adopted by the Commission, which require the use of standardized performance
quotations or, alternatively, that every non-standardized performance quotation
furnished by the Fund be accompanied by certain standardized performance
information computed as required by the Commission. Current yield and average
annual compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the Commission. An
explanation of those and other methods used to compute or express performance
follows.

TOTAL RETURN

The average annual total return of the 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. The average annual total
rates of return for the SAMI Preferred Stock Income Portfolio from inception and
for the one and five year periods ended on the date of the Financial Statements
included herein, are as follows:

-23-
<PAGE>

<TABLE>
<CAPTION>
Since
Inception
Through
One Year Five Years Year
Ended Ended Ended
October October 31, October 31, Inception
31, 1997 1997 1997 Date
-------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
SAMI Preferred
Stock Income
Portfolio....... 7.73% 5.32% 5.28% 6/23/92
</TABLE>

These figures were 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).
YIELD

Current yield reflects the income per share earned by the Portfolio's
investment.

The current yield of the Portfolio is determined by dividing the net
investment income per share earned during a 30-day base period by the maximum
offering price per share on the last day of the period and annualizing the
result. Expenses accrued for the period include any fees charged to all
shareholders during the base period. The yield for the SAMI Preferred Stock
Income Portfolio for the 30-day period ended October 31, 1997 was 5.28%.

-24-
<PAGE>

This figure was 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.

TAXABLE EQUIVALENT YIELD

In addition to its standardized performance quotations, the SAMI
Preferred Stock Income Portfolio may from time to time quote a non-standardized
performance figure for taxable equivalent yield. Taxable equivalent yield
represents the return that a corporate tax-paying investor qualifying for the
70% dividends received deduction would need to earn on a fully taxable
investment in order to achieve an equivalent after-tax yield during a specified
time period. For the twelve months ended October 31, 1997, the SAMI Preferred
Stock Income Portfolio's taxable equivalent yield was 10.44%. This figure was
calculated using the following formula:

<TABLE>
<S> <C>
A Given Quarter = [(DI x (1 - CT x DRD)/(1 CT + (IE) + Net Realized and Unrealized Capital Gains ]
---------------------------------------------------------------------------------
Average Net Assets During Quarter
</TABLE>

Taxable Equivalent Yield = [(Q1 + 1) x (Q2 + 1) x (Q3 + 1) x (Q4 + 1)] -- 1

where:
DI = dividend income from domestic equity securities subject to
the dividends received deduction for qualifying investors,
CT = corporate income tax rate,
DRD = dividends received deduction,
I = interest and dividend income not subject to the dividends
received deduction,
E = expenses and fees incurred during the period,
Q1 = 1st Quarter,
Q2 = 2nd Quarter,
Q3 = 3rd Quarter, and
Q4 = 4th Quarter.

The formula used to derive taxable equivalent yield is in accordance
with the acceptable methods set forth by the Association of Investment
Management and Research ("AIMR").

-25-
<PAGE>

COMPARISONS

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 addressed 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 Board of Directors has
classified additional classes of shares in the Portfolio, known as Institutional
Service Shares and Advisor shares. As of the date of this Statement of
Additional Information, no Institutional Service Shares or Advisor shares of
this Portfolio have been offered by the Fund.

The shares of the Portfolio of the Fund, when issued and paid for as
provided for in its Prospectus, will be fully paid and nonassessable, have no
preference as to conversion,

-26-
<PAGE>

exchange, dividends, retirement or other features and have no preemptive rights.
The shares of the Fund have noncumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors can
elect 100% of the Directors if they choose to do so. A shareholder is entitled
to one vote for each full share held (and a fractional vote for each fractional
share held), then standing in his or her name on the books of the Fund.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of a Portfolio's
net investment income, if any, together with any net realized capital gains in
the amount and at the times that will avoid both income (including capital
gains) taxes on it and the imposition of the federal excise tax on undistributed
income and capital gains (see discussion under "Dividends, Capital Gains
Distributions and Taxes" in each Prospectus). The amounts of any income
dividends or capital gains distributions cannot be predicted.

As set forth in the Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the Portfolio at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

-27-
<PAGE>

FEDERAL TAXES

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including notes thereto) of the SAMI
Preferred Stock Income Portfolio for the fiscal period ended October 31, 1997,
which appear in the Portfolio's 1997 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also appearing
therein, are attached to this Statement of Additional Information.

-28-
<PAGE>

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF CORPORATE BOND RATINGS

Moody's Investors Service, Inc. Corporate Bond Ratings:

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal

A-1
<PAGE>

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.

Moody's applies the numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.

Standard & Poor's Ratings Services 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.

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-2
<PAGE>

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.

S&P's letter ratings may be modified by the addition of a plus or minus
sign, which is used to show relative standing within the major rating categories
except in the AAA, CC, C, CI and D categories.

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of securities
which are issued or guaranteed by the United States Government and by various
instrumentalities which have been established or sponsored by the United States
Government.

U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States.

In the case of securities not backed by the full faith and credit of the
United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the 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 United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their

A-3
<PAGE>

debt securities are backed only by the credit worthiness of those institutions,
not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.

III. DESCRIPTION OF COMMERCIAL PAPER

The Portfolio may invest in commercial paper (including variable amount
master demand notes) rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's.
Commercial paper refers to short-term, unsecured promissory notes issued by
corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes, whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the 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.

A-4
<PAGE>

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 issuer; (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 increase or decrease periodically.
Frequently, dealers selling variable rate certificates of deposit to the
Portfolio will agree to repurchase such instruments, at the Portfolio's option,
at par on or near the coupon dates. The dealers' obligations to repurchase these
instruments are subject to conditions imposed by various dealers; such
conditions typically are the continued credit standing of the issuer and the
existence of reasonably orderly market conditions. The Portfolio is also able to
sell variable rate certificates of deposit in the secondary market. Variable
rate certificates of deposit normally carry a higher interest rate than
comparable fixed rate certificates of deposit. A 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). 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-5
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages -- an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices -- an
unmanaged index composed of 400 industrial stocks, 40 financial stocks, 40
utilities stocks and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices --
unmanaged indices of all industrial, utilities, transportation and finance
stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices -- represents the
return on the market value of all common equity securities for which daily
pricing is available. Comparisons of performance assume reinvestment of
dividends.

(f) Morgan Stanley Capital International EAFE Index and World Index --
respectively, arithmetic, market value-weighted averages of the performance of
over 900 securities listed on the stock exchanges of countries in Europe.
Australia and the Far East, and over 1,400 securities listed on the stock
exchanges of these continents, including North America.

(h) Salomon Brothers GNMA Index -- includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index -- consists of
publicly issued, non-convertible corporate bonds rated AA or AAA. It is a
value-weighted, total return index,

B-1
<PAGE>

including approximately 800 issues with maturities of 12 years or greater.

(k) Salomon 1-3 Year Treasury Index -- The Salomon 1-3 Year Treasury Index
includes only U.S. Treasury Notes and Bonds with maturities one year or greater
and less than three years.

(l) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities of 10 years
or greater.

(m) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only and does
not include income.

(n) Value Line -- composed of over 1,600 stocks in the Value Line
Investment Survey.

(o) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell
3000, a market value weighted index of the 3,000 largest U.S. publicly-traded
companies.

(p) Composite indices -- 70% Standard & Poor's 500 Stock Index and 30%
NASDAQ Industrial Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system exclusive of
those traded on an exchange, and 65% Standard & Poor's 500 Stock Index and 35%
Salomon Brothers High Grade Bond Index.

(q) 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.

(r) Mutual Fund Source Book, published by Morningstar, Inc. -- analyzes
price, yield, risk and total return for equity funds.

(s) 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.

(t) Consumer Price Index (or cost of Living Index), published by the U.S.
Bureau of Labor Statistics -- a statistical

B-2
<PAGE>

measure of change, over time in the price of goods and services in major
expenditure groups.

(u) 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.

(v) Savings and Loan Historical Interest Rates -- as published by the U.S.
Savings & Loan League Fact Book.

(w) Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan Companies, Salomon Brothers, Merrill Lynch,
Pierce, Fenner & Smith, Lehman Brothers, Inc. and Bloomberg L.P.

B-3
<PAGE>

PART B

UAM FUNDS, INC.

SIRACH PORTFOLIOS
-----------------

STATEMENT OF ADDITIONAL INFORMATION - January 22, 1998

This Statement is not a Prospectus but should be read in conjunction
with the Prospectus of the UAM Funds, Inc. (the "UAM Funds" or the "Fund") for
the Sirach Portfolios' Institutional Class Shares dated January 22, 1998 and the
Prospectus relating to the Sirach Strategic Balanced, Growth, Special Equity,
Equity and Bond Portfolios' Institutional Service Class Shares (the "Service
Class Shares") dated January 22, 1998. To obtain a Prospectus, please call the
UAM Funds Service Center at: 1-800-638-7983.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES............................................ 2

PURCHASE AND REDEMPTION OF SHARES............................................. 8

VALUATION OF SHARES........................................................... 9

SHAREHOLDER SERVICES..........................................................10

INVESTMENT LIMITATIONS........................................................11

MANAGEMENT OF THE FUND........................................................14

INVESTMENT ADVISER............................................................18

SERVICE AND DISTRIBUTION PLANS................................................20

PORTFOLIO TRANSACTIONS........................................................24

ADMINISTRATIVE SERVICES.......................................................25

CUSTODIAN.....................................................................28

INDEPENDENT ACCOUNTANTS.......................................................28

DISTRIBUTOR...................................................................28

PERFORMANCE CALCULATIONS......................................................29

GENERAL INFORMATION...........................................................32

FINANCIAL STATEMENTS..........................................................34

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS...........................A-1

APPENDIX B - COMPARISONS.....................................................B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the Sirach Strategic Balanced, Growth, Special Equity, Equity and
Bond Portfolios (the "Portfolios") as set forth in the Sirach Portfolios'
Prospectuses.

LENDING OF SECURITIES

The Portfolios may lend their 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 a Portfolio collateral consisting of cash, an
irrevocable letter of credit issued by a domestic U.S. bank or securities issued
or guaranteed by the United States Government having a value at all times not
less than 100% of the value of the securities loaned, (b) the borrower add to
such collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made subject
to termination by a 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). A Portfolio will
not loan securities to the extent that greater than one-third of its assets
(including the value of the collateral for the loan) at fair market value would
be committed to loans. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above.

SHORT-TERM INVESTMENTS

(1) Time deposits, certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances issued by a
commercial bank or savings and loan association. Time deposits are non-
negotiable deposits maintained in a banking institution for a specified period
of time at a stated interest rate. Time deposits maturing in more than seven
days will not be purchased by a Portfolio, and time

-2-
<PAGE>

deposits maturing from two business days through seven calendar days will not
exceed 10% (15% of the Bond Portfolio) 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).

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable quality;

(3) Short-term corporate obligations rated BBB or better by S&P or
Baa by Moody's;

(4) U.S. Government obligations including bills, notes, bonds and
other debt securities issued by the U.S. Treasury. These are direct obligations
of the U.S. Government and differ mainly in interest rates, maturities and dates
of issue;

(6) Repurchase agreements collateralized by securities listed above.

-3-
<PAGE>

FUTURES CONTRACTS

The Sirach Bond and Strategic Balanced Portfolios may enter into
futures contracts, options, and interest rate futures contracts for the purposes
of remaining fully invested and reducing transactions costs. Futures contracts
provide for the future sale by one party and purchase by another party of a
specified amount of a specific security at a specified future time and at a
specified price. Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges.
Futures exchanges and trading are regulated under the Commodity Exchange Act by
the Commodity Futures Trading Commission ("CFTC"), a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without making or taking of delivery. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold" or "selling" a contract previously
"purchased") in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract is bought or sold.

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, changes in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Portfolios
expect to earn interest income on their margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures

-4-
<PAGE>

markets primarily to offset unfavorable changes in the value of securities
otherwise held for investment purposes or expected to be acquired by them.
Speculators are less inclined to own the securities underlying the futures
contracts which they trade, and use futures contracts with the expectation of
realizing profits from a fluctuation in interest rates. The Portfolios intend to
use futures contracts only for hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed 5% of the liquidation value of a
Portfolio. The Portfolios will only sell futures contracts to protect
securities they own against price declines or purchase contracts to protect
against an increase in the price of securities they intend to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contracts purchases will be "completed"; that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control each Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a Portfolio will incur commission expenses in both
opening and closing out futures positions, these costs are lower than
transaction costs incurred in the purchase and sale of the underlying
securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

The Sirach Bond and Strategic Balanced Portfolios each 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, neither Portfolio will 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 Portfolios will minimize the risk that they will be unable to
close out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market. However, there can be no assurance that a liquid secondary market

-5-
<PAGE>

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, a Portfolio would continue to be required to make daily cash payments
to maintain its required margin. In such situations, if a Portfolio has
insufficient cash, it may have to sell Portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition, a
Portfolio may be required to make delivery of the instruments underlying futures
contracts it holds. The inability to close options and futures positions also
could have an adverse impact on a Portfolio's ability to effectively hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of a Portfolio is engaged in only for hedging purposes, the Adviser
does not believe that such Portfolio is subject to the risks of loss frequently
associated with futures transactions. A Portfolio would presumably have
sustained comparable losses if, instead of the futures contract, it had invested
in the underlying financial instrument and sold it after the decline.

Utilization of futures transactions by a Portfolio does involve the
risk of imperfect or no correlation where the securities underlying futures
contracts have different maturities than the Portfolio securities being hedged.
It is also possible that a 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 a 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.

-6-
<PAGE>

daily limit has been reached in a particular type of contract, no trades may be
made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days, with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting some futures
traders to substantial losses.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions each Portfolio has identified as hedging
transactions, each 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 a
Portfolio may affect the holding period of such securities and, consequently,
the nature of the gain or loss on such securities upon disposition.

In order for a Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company, 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. 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.

Each 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.

PORTFOLIO TURNOVER

-7-
<PAGE>

The portfolio turnover rates described in the Prospectuses are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectus for the historical portfolio turnover rates with
respect to the Sirach Strategic Balanced, Sirach Growth, Sirach Special Equity
and Sirach Equity Portfolios.

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 next determined after an order
is received in proper form by the Fund and payment is received by the Fund's
custodian. The minimum initial investment required is $2,500 with certain
exceptions as may be determined from time to time by officers of the Fund.
Other investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250; minimum additional investment for all accounts, $100. An
order received in proper form prior to the close of regular trading on the New
York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern Time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day; New
Year's Day and Dr. Martin Luther King, Jr. Day.

Each Portfolio reserves the right in its sole discretion (1) to
suspend the offering of its shares, (2) to reject purchase and exchange orders
when in the judgment of management such rejection is in the best interest of the
Fund, and (3) to reduce or waive the minimum for initial and subsequent
investment for certain fiduciary accounts such as employee benefit plans or
under circumstances where certain economies can be achieved in sales of a
Portfolio's shares.

Each Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that both the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the
Commission, (2)

-8-
<PAGE>

during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for a Portfolio
to dispose of securities owned by it, or to fairly determine the value of its
assets, and (3) for such other periods as the Commission may permit. The Fund
has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid in whole or in part, in investment securities or in cash, as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Fund. If redemptions are
paid in investment securities, such securities will be valued as set forth in
the Prospectus under "Valuation of Shares," and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

No charge is made by the Portfolios for redemptions. Any redemption
may be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolios.

Signature Guarantees -- To protect your account, the Fund and Chase
Global Funds Services Company ("CGFSC") from fraud, signature guarantees are
required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signature guarantees are required for (1) all redemptions when the
proceeds are to be paid to someone other than the registered owner(s) and/or
registered address, or (2) share transfer requests.

Signatures must be guaranteed by an "eligible guarantor institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institutions
is available from the Fund's transfer agent. Broker dealers guaranteeing
signatures must be a number of a clearing corporation or maintain net capital of
at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

-9-
<PAGE>

VALUATION OF SHARES

Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Bonds and other fixed income securities may be valued on the
basis of prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost when the
Board of Directors determines that amortized cost reflects fair value.

The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Directors.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set
forth in the Portfolios' Prospectuses.

EXCHANGE PRIVILEGE

Institutional Class Shares of each Sirach Portfolio may be exchanged
for Institutional Class Shares of the other Sirach Portfolios and Service Class
Shares of each Sirach Portfolio may be exchanged for Service Class Shares of the
other Sirach Portfolios. In addition, Institutional Class Shares of each Sirach
Portfolio may be exchanged for any other Institutional Class Shares of a
Portfolio included in the UAM Funds which is

-10-
<PAGE>

comprised of the Fund and UAM Funds Trust. (See the list of Portfolios of the
UAM Funds -- Institutional Class Shares at the end of the Sirach Portfolios --
Institutional Class Shares Prospectus.) Service Class Shares of each Sirach
Portfolio may be exchanged for any other Service Class Shares of a Portfolio
included in the UAM Funds which is comprised of the Fund and UAM Funds Trust.
(For those Portfolios currently offering Service Class Shares, please call the
UAM Funds Service Center.) Exchange requests should be made by calling the Fund
(1-800-638-7983) or by writing to UAM Funds, UAM Funds Service Center, c/o Chase
Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
exchange privilege is only available with respect to Portfolios that are
qualified for sale in a shareholder's state of residence.

Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind.
Before making an exchange into a Portfolio, a shareholder should read its
Prospectus and consider the investment objectives and policies of the Portfolio
to be purchased. You may obtain a Prospectus for the Portfolio(s) you are
interested in by calling the UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder, and if the registration of
the two accounts will be identical. Requests for exchanges received prior to
the close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time)
will be processed as of the close of business on the same day. Requests
received after the close of regular trading on the Exchange will be processed on
the next business day. Neither the Fund nor CGFSC will be responsible for the
authenticity of the exchange instructions received by telephone. Exchanges are
subject to limitations as to amounts and frequency and to other restrictions
established by the Fund's Board of Directors to assure that such exchanges do
not disadvantage the Fund and its shareholders.

For federal income tax purposes, an exchange between Funds is a
taxable event, and, accordingly, a capital gain or loss may be realized. In a
revenue ruling relating to circumstances similar to the Fund's, an exchange
between series of a Fund was also deemed to be a taxable event. It is likely,
therefore, that a capital gain or loss would be realized on an exchange between
Portfolios. You may want to consult your tax adviser for further information in
this regard. The exchange privilege may be modified or terminated at any time.

-11-
<PAGE>

TRANSFER OF SHARES

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the
Prospectuses. Whenever an investment limitation sets forth a percentage
limitation on investment or utilization of assets, such limitation shall be
determined immediately after and as a result of a Portfolio's acquisition of
such security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with the Portfolio's
investment limitations.

Each Portfolio is subject to the following limitations which are
fundamental policies and may not be changed without the approval 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 or sell securities of
companies which deal in real estate and may purchase and sell
securities which are secured by interests in real estate;

(3) with respect to 75% of its assets, purchase more than 10% of
any class of the outstanding voting securities of any issuer;

(4) with respect to 75% of its assets, invest more than 5% of its
total assets at the time of purchase in securities of any
single issuer (other than obligations issued or guaranteed as
to principal and interest by the government of the U.S. or any
agency or instrumentality thereof);

-12-
<PAGE>

(5) borrow money, except (i) from banks and as a temporary measure
for extraordinary or emergency purposes or (ii) except in
connection with reverse repurchase agreements provided that (i)
and (ii) in combination do not exceed 33-1/3% of the
Portfolios' total assets (10% for the Sirach Special Equity
Portfolio) (including the amount borrowed) less liabilities
(exclusive of borrowings);

(6) acquire any securities of companies within one industry if, as
a result of such acquisition, more than 25% of the value of a
Portfolio's total assets would be invested in securities of
companies within such industry; provided, however, that there
shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities or instruments issued by U.S. banks when a
Portfolio adopts a temporary defensive position;

(7) make loans except (i) by purchasing debt securities in
accordance with its investment objectives and policies, or
entering into repurchase agreements, subject to the limitation
described in (d) below and (ii) by lending its portfolio
securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with
the 1940 Act or the rules and regulations or interpretations of
the Commission thereunder;

(8) underwrite the securities of other issuers; and

(9) 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 repurchase transactions;

The following limitations are fundamental policies of the Sirach Special
Equity Portfolio and non-fundamental policies of the Sirach Strategic Balanced,
Sirach Growth, Sirach Equity and Sirach Bond Portfolios. Each of the Portfolios
will not:

(a) purchase on margin or sell short;

(b) purchase or retain securities of an issuer if those
officers and Directors of the Fund or its investment
advisor owning more than 1/2 of

-13-
<PAGE>

1% of such securities together own more than 5% of such
securities;

(c) pledge, mortgage, or hypothecate any of its assets to an
extent greater than 10% of its total assets at fair
market value;

(d) invest more than an aggregate of 10% of the net assets of
the Portfolio (15% for the Sirach Strategic Balanced,
Sirach Growth, Sirach Equity and Sirach Bond Portfolios),
determined at the time of investment, in securities
subject to legal or contractual restrictions on resale or
securities for which there are no readily available
markets, including repurchase agreements having
maturities of more than seven days; and

(e) invest for the purpose of exercising control over
management of any company.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and elect its officers. The following is a list of the Directors
and officers of the Fund, their addresses and dates of birth, and a brief
statement of their present positions and principal occupations during the past
five years.

<TABLE>
<C> <S>
John T. Bennett, Jr. Director of the Fund; President of Squam Investment
College Road -- RFD 3 Management Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management Company
1/26/29 from 1988 to 1993.

Nancy J. Dunn Director of the Fund; Vice President for Finance and
10 Garden Street Administration and Treasurer of Radcliffe College
Cambridge, MA 02138 since 1991.
8/14/51

-14-
<PAGE>

<TABLE>
<S> <C>
William A. Humenuk Director of the Fund; Partner in the Philadelphia
4000 Bell Atlantic Tower office of the law firm Dechert Price & Rhoads;
1717 Arch Street Director, Hofler Corp.
Philadelphia, PA 19103
4/21/42

Charles H. Salisbury, Director; Executive Vice President of United Asset
Jr.* Management Corporation; formerly an Executive Officer
One International Place and Director of T. Rowe Price and President and Chief
Boston, MA 02111 Investment Officer of T. Rowe Price Trust Company.
8/24/40

William H. Park Vice President of the Fund; Executive Vice President
One International Place and Chief Financial Officer of United Asset Management
Boston, MA 02110 Corporation.
9/19/47

Gordon M. Shone Assistant Treasurer of the Fund; Vice President of
73 Tremont Street Fund Administration and Compliance of Chase Global
Boston, MA 02108 Funds Services Company; formerly Senior Audit Manager
7/30/56 of Coopers & Lybrand LLP from 1983 to 1993.
</TABLE>

-15-
<PAGE>

<TABLE>
<S> <C>
Michael DeFao Secretary of the Fund, Vice President and General
211 Congress Street Counsel of UAM Fund Services, Inc. and UAM Fund
Boston, MA 02110 Distributors, Inc., Associate Attorney of Ropes & Gray
2/28/68 (a law firm) from 1993 to 1995.

Karl O. Hartmann Assistant Secretary of the Fund; Senior Vice President
73 Tremont Street and General Counsel of Chase Global Funds Services
Boston, MA 02108 Company.
3/7/55
</TABLE>
- ------------------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

The Fund pays each Director, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $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"), the
Administrator or CGFSC and receive no compensation from the Fund. The following
table shows aggregate compensation paid to each of the Fund's unaffiliated
Directors by the Fund and total compensation paid by the Fund and UAM Funds
Trust (collectively the "Fund Complex") in the fiscal year ended October 31,
1997.
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued Annual from
Compensation as Part of Benefits Registrant
Name of Person, From Fund Upon and
Position Registrant Expenses Retirement Fund Complex
- --------------------------- ------------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr. $26,791 0 0 $32,750
Director
Nancy J. Dunn $ 6,774 0 0 $ 8,300
Director
Philip D. English $26,791 0 0 $32,750
Director
William A. Humenuk $26,791 0 0 $32,750
Director
</TABLE>

-16-
<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of a Portfolio, as noted.

Sirach Strategic Balanced Portfolio Institutional Class Shares: South
Bay Hotel Employees & Restaurant Employees Pension Plan, c/o United
Administrative Services, P.O. Box 5057, San Jose, CA, 8.9%; Alaska Bricklayers
Retirement Plan, 407 Denali Street, Anchorage, AK, 8.4%; Hartnat & Co., VECO,
P.O. Box 92800, Rochester, NY, 8.0%*; National Bank of Alaska, FBO Flight Crew
Members Employed by Markair Retirement Plan, P.O. Box 100600, Anchorage, AK,
5.7%* and Montgomery Purdue Blankinship & Austin Money Purchase Pension Plan,
701 Fifth Avenue, Seattle, WA, 5.1%.

Sirach Strategic Balanced Portfolio Institutional Service Class
Shares: Fleet National Bank, FBO Crystal Tissue, 401k Profit Sharing Plan, P.O.
Box 92800, Rochester, NY, 86%.

Sirach Growth Portfolio Institutional Class Shares: Hartnat & Co.,
VECO, P.O. Box 92800, Rochester, NY, 13.0%*; BOB & Co., c/o Bank of Boston, P.O.
Box 1809, Boston, MA, 9.7%; Foundation of the University of Medicine & Dentistry
of New Jersey, University Heights, 30 Bergan Street, Newark, NJ, 8.8%; So.
Alaska Defined Contribution Pension Plan, P.O. Box 241266, Anchorage, AK, 8.2%;
Setru & Co./Tractor & Equipment 401K Savings Plan, P.O. Box 30918, Billings, MT,
7.5%; H.D. Bader & Co., No. S, c/o Foley & Lardner, 777 East Wisconsin Avenue,
#3500, Milwaukee, WI, 5.8% and H.D. Bader & Co., No. E, c/o Foley & Lardner, 777
East Wisconsin Avenue, #3500, Milwaukee, WI, 5.2%.

Sirach Growth Portfolio Institutional Service Class Shares: Hartnat &
Co., HOAG Memorial Hospital, P.O. Box 92800, Rochester, NY, 30%; Fleet National
Bank, TTEE, HOAG Memorial, Conservative Collective, P.O. Box 92800, Rochester,
NY, 15%; Fleet National Bank, FBO Laidlaw Allied, P.O. Box 92800, Rochester, NY,
15% and Hartnat & Co., HOAG Memorial Hospital, Aggressive Collective, P.O. Box
92800, Rochester, NY, 13%.

Sirach Special Equity Portfolio Institutional Class Shares: Pitt &
Co/Northrup Grummam, Attn: Russ Stamey, BT Services Tennessee, Inc., 648
Grassmere Park Rd., Nashville, TN, 9.0%; Bank of New York, Two Union Square,
Automotive Machinists AC 01133665, 601 Union Street, Suite 520, Seattle, WA,
5.6% and Northern Trust Company, FBO Alabama Pact-Sirach Capital Management 191,
P.O. Box 92956, Chicago, IL, 5.4%.

Sirach Special Equity Portfolio Institutional Service Class Shares:
Fleet National Bank TRSTE, FBO Cherokee Nation, P.O. Box 92800, Rochester, NY,
85% and Fleet National Bank TTEE, FBO Crystal Tissue Sirach Special Equity, P.O.
Box 92800, Rochester, NY, 14%.

Sirach Equity Portfolio Institutional Class Shares: UMBSC & Co., FBO
Interstate Brands Conservative Growth, P.O. Box 419260, Kansas City, MO, 20.7%;
U.S. Bank of Washington NA, Trustee, FBO Lane Powell Spears Lubersky, c/o Trust
Mutual Funds, P.O. Box 3168, Seattle, WA, 16.5%; Lutsey Family Foundation Inc.,
P.O. Box 22074, Green Bay, WI, 12.5%; UMBSC & Co., FBO Interstate Brands
Aggressive Growth, P.O. Box 419260, Kansas City, MO, 11.0%; US National Bank of
Oregon TTEE, Icicle Seafoods Inc. ESOP, Attn: Trust Mutual Funds PL 6, P.O. Box
3168, Portland, OR, 10.7% and UMBSC & Co., FBO Interstate Brands Moderate
Growth, P.O. Box 419260, Kansas City, MO 9.9%.

-17-
<PAGE>

Sirach Fixed Income Portfolio Institutional Class Shares: Charles
Schwab & Co., Inc., Reinvestment Account, Attn: Mutual Funds, 101 Montgomery
Street, San Francisco, CA, 100%.

Sirach Bond Portfolio Institutional Class Shares: UMBSC & Co, FBO
Interstate Bonds Conservative Growth, P.O. Box 419260, Kansas City, MO 45.6%;
BNY Western Trust Company, Seattle Here Health Trust, 601 Union Street, Seattle,
WA, 8.1%; UMBSC & Co., FBO Interstate Brands Moderate Growth, P.O. Box 419260,
Kansas City, MO, 6.5% and Hartnet & Co., VECO, P.O. Box 92800, Rochester, NY,
5.3%.

Sirach Bond Portfolio Institutional Service Class: Wilmington Trust
Co. TTEE, FBO Catholic Healthcare West Med, ATTN: Mutual Funds, 1100 North
Market Street, Wilmington, DE, 100.0%.

- ------------------

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

INVESTMENT ADVISER

CONTROL OF ADVISER

Sirach Capital Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophies and
approaches. Each UAM

-18-
<PAGE>

Affiliated Firm manages its own business independently on a day-to-day basis.
Investment strategies employed and securities selected by UAM Affiliated Firms
are separately chosen by each of them.

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreements ("Agreements") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreements, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreements, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, or to any shareholder of the Fund, for any error of judgment, mistake of
law or any other act or omission in the course of, or connected with, rendering
services under the Agreements.

Unless sooner terminated, the Agreements 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 the Agreements 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 Portfolios. The Agreements
may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days' written notice to the Adviser. The Agreements may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days' written
notice to the Fund. The Agreements will automatically and immediately terminate
in the event of their assignment.

PHILOSOPHY AND STYLE

The Adviser specializes in identifying and investing in growth-
oriented securities which have demonstrated strong earnings acceleration and
what the Adviser judges to be strong relative price strength and value. The
Adviser emphasizes

-19-
<PAGE>

disciplined security selection in all asset classes. As equity analysts, the
Adviser monitors a large list of companies which have passed an initial
screening process. The Adviser's investment objective is to identify the point
at which a good company is becoming a good investment, purchase the stock at a
fair value, and then to identify when that good investment period is coming to
an end. To achieve the objective of identifying good investments, the Adviser
uses a disciplined equity selection process that is built on a number of buying
tests. To identify when a good investment period is changing, the Adviser uses
disciplined selling tests. Capital protection is an integral part of the
Adviser's investment management objective.

In managing fixed income portfolios, the Adviser regularly assesses
monetary policy, inflation expectations, economic trends and capital market
flows and then establishes a duration target and maturity structure. Sector
weightings are determined by business cycle analysis, relative valuation and
expected interest rate volatility. The Adviser also screens for mispriced
securities emphasizing both incremental yield and potential price performance.
Before any security is purchased, a thorough credit and fundamental analysis is
done.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included Boeing, Honda of America
and United Technologies.

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Portfolios' Investment Advisory Agreements, each Portfolio pays the Adviser an
annual fee, in monthly installments, calculated by applying the following annual
percentage rates to the Portfolios' average daily net assets for the month:
<TABLE>
<CAPTION>
Rate
<S> <C>
Sirach Strategic Balanced Portfolio ............. 0.65%
Sirach Growth Portfolio ......................... 0.65%
Sirach Special Equity Portfolio ................. 0.70%
Sirach Equity Portfolio ......................... 0.65%
Sirach Bond Portfolio ........................... 0.35%
</TABLE>

-20-
<PAGE>

For the years ended October 31, 1995, 1996 and 1997, the Sirach
Special Equity Portfolio paid advisory fees of approximately $3,571,000,
$3,404,812 and $2,768,336, respectively, to the Adviser. For the years ended
October 31, 1995, 1996 and 1997, the Sirach Strategic Balanced Portfolio paid
advisory fees of approximately $617,000, $578,683 and $550,068, respectively.
For the years ended October 31, 1995, 1996 and 1997, the Sirach Growth Portfolio
paid advisory fees of approximately $595,000, $793,566 and $981,338,
respectively. During the period from July 1, 1996 (initial offering) to October
31, 1996 and for the fiscal year ended October 31, 1997, the Sirach Equity
Portfolio paid advisory fees of $0 and $18,699, respectively. During the period
from July 1, 1996 to October 31, 1996 and during the year ended October 31,
1997, the Adviser voluntarily waived advisory fees of approximately $4,898 and
$82,349, respectively, for the Sirach Equity Portfolio.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolios' Service Class Shares Prospectus, UAM Fund
Distributors, Inc. (the "Distributor") may enter into agreements with broker-
dealers and other financial institutions ("Service Agents"), pursuant to which
they will provide administrative support services to Service Class shareholders
who are their customers ("Customers") in consideration of the Fund's payment of
0.25 of 1% (on an annualized basis) of the average daily net asset value of the
Service Class Shares held by the Service Agent for the benefit of its Customers.
Such services include:

(a) acting as the sole shareholder of record and nominee for
beneficial owners;

(b) maintaining account record for such beneficial owners of the
Fund's shares;

(d) answering questions and handling correspondence from
shareholders about their accounts;

(e) processing shareholder orders to purchase, redeem and exchange
shares;

(f) handling the transmission of funds representing the purchase
price or redemption proceeds;

(g) issuing confirmations for transactions in the Fund's shares by
shareholders;

-21-
<PAGE>

(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.

-22-
<PAGE>

Directors who are not "interested persons" (as defined in the 1940 Act) of the
Company will be committed to the discretion of such non-interested Directors.

During the fiscal year ended October 31, 1997, the Sirach Portfolios'
Service Classes paid Service Agents fees for services provided pursuant to the
Service Plan on behalf of the Sirach Strategic Balanced Portfolio, Sirach
Growth Portfolio and Sirach Special Equity Portfolio in the amounts of $605,
$56,537 and $4,984, respectively.

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, advertising the availability
of services and products; designing materials to send to customers and
developing methods of making such materials accessible to customers; providing
information about the product needs of customers; providing facilities to
solicit Fund sales and to answer questions from prospective and existing
investors about the Fund; receiving and answering correspondence from
prospective investors, including requests for sales literature, prospectuses and
statements of additional information; displaying and making sales literature and
prospectuses available; acting as liaison between shareholders and the Fund,
including obtaining information from the Fund and providing performance and
other information about the Fund. In addition, the Service Class Shares may make
payments directly to other unaffiliated parties, who either aid in the
distribution of their shares or provide services to the Class.

The maximum annual aggregate fee payable by the Fund under the Service
and Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares'
average daily net assets for the year. The Fund's Board of Directors may reduce
this amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such Class, the Board of Directors has determined that the annual fee, payable
on a monthly basis, under the Plans relating to the Service Class Shares,
currently cannot exceed 0.50% of the average daily net assets represented the
Service Class. While the current fee which will be payable under the Service
Plan has been set at 0.25%, the Plan permits a full 0.75%

-23-
<PAGE>

on all assets to be paid at any time following appropriate Board approval.

Each year the Directors must determine whether continuation of the
Plans is in the best interest of the shareholders of Service Class Shares and
that there is a reasonable likelihood of the Plans providing a benefit to the
Class. The Plans, the Distribution Agreement and the related agreements with
any broker-dealer or others relating to a Class may be terminated at any time
without penalty by a majority of those Directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
Class. Any amendment materially increasing the maximum percentage payable under
the Plans must likewise be approved by a majority vote of the relevant Class'
outstanding voting securities, as well as by a majority vote of those Directors
who are not "interested persons." Also, any other material amendment to the
Plans must be approved by a majority vote of the Directors including a majority
of the Directors of the Fund having no interest in the Plans. In addition, in
order for the Plans to remain effective, the selection and nomination of
Directors who are not "interested persons" of the Fund must be effected by the
Directors who themselves are not "interested persons" and who have no direct or
indirect financial interest in the Plans. Persons 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

-24-
<PAGE>

relating to investment company sales charges. The Fund and the Distributor
intend to operate in compliance with these rules.

PORTFOLIO TRANSACTIONS

Sirach Equity N/A $ 2,786 $ 41,994
Sirach Growth $224,521 $329,607 $377,150
Sirach Special
Equity $816,198 $651,694 $489,884
Sirach Strategic
Balanced $135,748 $128,066 $120,042
</TABLE>

Some securities considered for investment by the Portfolios may also
be appropriate for other clients served by the Adviser. If purchases or sales
of securities consistent with the investment policies of the Portfolios and one
or more of these other clients served by the Adviser is considered at or about
the same time, transactions in such securities will be allocated among the
Portfolios and clients in a manner deemed fair and reasonable by the Adviser.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Adviser, and the results of such
allocations, are subject to periodic review by the Fund's Directors.

-25-
<PAGE>

ADMINISTRATIVE SERVICES

The Board of Directors of the Fund approved a Fund Administration
Agreement effective April 15, 1996 ("Fund Administration Agreement") between UAM
Fund Services, Inc., a wholly owned subsidiary of UAM, and the Fund. Pursuant
to the terms of the Fund Administration Agreement, UAMFSI manages, adminsiters
and conducts the general business activities of the Fund other than those which
have been contracted to other third parties by the Fund. Additionally, UAMFSI
has agreed to provide transfer agency services to the Portfolios pursuant to the
terms of the Agreement.

Annual Rate
<S> <C>
Strategic Balanced Portfolio 0.06%
Growth Portfolio 0.04%
Special Equity Portfolio 0.04%
Equity Portfolio 0.04%
Bond Portfolio 0.04%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized
basis as follows:

0.19 of 1% of the first $200 million of combined UAM Fund net assets;

0.11 of 1% of the next $800 million of combined UAM Fund net assets;

.07 of 1% of combined UAM net Fund assets in excess of $1 billion but
less than $3 billion;

0.05 of 1% of combined UAM Fund assets in excess of $3 billion.

-26-
<PAGE>

Fees are allocated among the Portfolios on the basis of their relative
assets 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.

During the fiscal years ended October 31, 1995, 1996 and 1997,
Administrative Services paid by Sirach Equity Growth, Special Equity and
Strategic Balanced were as follows:
<TABLE>
<CAPTION>

1995 1996 1997
---------- ----------------- -----------------

Paid to Paid to Paid to Paid to
Total Paid CGFSC UAMFSI Total Paid CGFSC UAMFSI Total Paid
---------- ----- ------ --------- ----- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sirach Equity -- $ 9,168 $ 286 $ 9,454* $ 47,783 $ 6,234 $ 54,017

Sirach Growth $111,000 $131,653 $ 27,651 $159,304 $149,705 $ 60,383 $210,088

Sirach Special $605,000 $511,951 $105,982 $617,933 $386,035 $158,197 $544,232
Equity

Sirach Strategic $120,000 $106,742 $ 27,143 $133,885 $104,773 $ 50,769 $155,542
Balanced
</TABLE>

* For the period 7/1/96 to 10/31/96.

-27-
<PAGE>

fees, EDGAR filing fees, processing services and related fees, advisory and
administration fees, charges and expenses of pricing and data services,
independent public accountants and custodians, insurance premiums including
fidelity bond premiums, outside legal expenses, costs of maintenance of
corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms, costs of special telephone and data lines
and devices, trade association dues and expenses, and any extraordinary expenses
and other customary Fund expenses.

UAMFSI will from time to time employ or associate with such person or
persons as may be fit to assist them in the performance of the Fund
Administration Agreement. Such person or persons may be officers and employees
who are employed by both UAMFSI and the Fund. The compensation of such person or
persons for such employment shall be paid by UAMFSI and no obligation will be
incurred by or on behalf of the Fund in such respect.

Effective February 28, 1997, the Fund entered into an Account Services
Agreement (the "Services Agreement") with UAM Retirement Plan Services, Inc.
(the "Service Provider"), a wholly-owned subsidiary of UAM. Under the Services
Agreement, the Service Provider agrees to perform certain services for
participants in a self-directed, defined contribution plan, and for whom the
Service Provider provides participant recordkeeping. Pursuant to the Services
Agreement, the Service Provider is entitled to receive, after the end of each
month, a fee at the annual rate of 0.15% of the average aggregate daily net
asset value of shares of the Portfolios in the accounts for which it provides
services. During the fiscal year ended October 31, 1997, the Sirach Strategic
Balanced, Growth, Special Equity and Equity Portfolios, paid the Service
Provider $17,597, $45,314, $18,000, $0 and $1,874, respectively, in fees
pursuant to the Services Agreement.

CUSTODIAN

The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York
11245, provides for the custody of the Fund's

-28-
<PAGE>

assets pursuant to the terms of a custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

DISTRIBUTOR

The Distributor received no compensation for its services directly or
indirectly from each of the Sirach Portfolios during the fiscal year ended
October 31, 1997.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Fund may from time to time quote various performance figures to
illustrate past performance of each class of the Fund's Portfolios.

Performance quotations by investment companies are subject to rules
adopted by the Commission, which require the use of standardized performance
quotations or, alternatively, that every non-standardized performance quotation
furnished by each class of the Fund be accompanied by certain standardized
performance information computed as required by the Commission. Total return
quotations used by each class of the Fund are based on the standardized methods
of computing performance mandated by the Commission. An explanation of those
and other methods used by each class of the Fund to compute or express
performance follows.

TOTAL RETURN

-29-
<PAGE>

and the deduction of all applicable Fund expenses on an annual basis. Since
Service Class Shares of the Sirach Strategic Balanced, Growth, Special Equity,
Equity and Bond Portfolios bear additional service and distribution expenses,
the average annual total return of the Service Class Shares of a Portfolio will
generally be lower than that of the Institutional Class Shares of the same
Portfolio.

The average annual total rates of return of the Institutional and
Service Classes of the Portfolios are as follows:
<TABLE>
<CAPTION>
Since
Inception
Through
One Year Five Years Year
Ended Ended Ended
October 31, October 31, October 31, Inception
1997 1997 1997 Date
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sirach Special Equity
Portfolio Institutional 8.11% 16.04% 15.68% 10/2/89
Class Shares
Sirach Growth Portfolio
Institutional Class Shares 30.86% -- 17.70% 12/1/93
Sirach Strategic Balanced
Portfolio Institutional
Class Shares 20.78% -- 12.50% 12/1/93
Sirach Equity Portfolio
Institutional Class Shares 28.34% -- 29.25% 7/1/96
Sirach Special Equity
Portfolio Service Class 7.91% -- 10.36% 3/22/96
Shares
Sirach Growth Portfolio
Service Class Shares 30.53% N/A 25.04% 3/22/96
Sirach Strategic Balanced
Service Class Shares -- -- 12.57% 3/7/97
</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).
- ---------------
-30-
<PAGE>

Service Class Shares of the Sirach Equity and Bond Portfolios were not
offered as of October 31, 1997. Accordingly, no total return figures are
available.

YIELD

Current yield reflects the income per share earned by a Portfolio's
investments. The current yield is determined by dividing the net investment
income per share earned during a 30-day base period by the maximum offering
price per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all shareholders
during the base period. Since Service Class Shares of the Portfolio bear
additional service and distribution expenses, the Service Class Shares of the
Portfolio bear additional service and distribution expenses, the yield of the
Service Class Shares of the Portfolio will generally be lower than that of the
Institutional Class Shares of the Portfolio.

Yield is obtained using the following formula:

Yield = 2[(a - b + 1)/6/ - 1]
-----
cd

where:
a= dividends and interest earned during the period
b= expenses accrued for the period (net of reimbursements)
c= the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d= the maximum offering price per share on the last day of the period.

Shares of the Sirach Bond Portfolio were not offered as of October 31,
1997. Accordingly, no yield figures are available.

COMPARISONS

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

-31-
<PAGE>

to the composition of investments in the Fund's Portfolios, that the averages
are generally unmanaged, and that the items included in the calculations of such
averages may not be identical to the formula used by the Fund to calculate its
performance. In addition, there can be no assurance that the Fund will continue
this performance as compared to such other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name of the Fund was
changed to "The Regis Fund, Inc." On October 31, 1995, the name of the Fund was
changed to UAM Funds, Inc. The Fund's principal executive office is located at
One International Place, Boston, MA 02110; however, all investor correspondence
should be directed to the Fund at the UAM Funds Service Center, c/o Chase Global
Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The Fund's
Articles of Incorporation, as amended, authorize the Directors to issue
3,000,000,000 shares of common stock, $.001 par value. The Board of Directors
has the power to designate one or more series (Portfolios) or classes of common
stock and to classify or reclassify any unissued shares with respect to such
Portfolios, without further action by shareholders. The Directors of the Fund
may create additional Portfolios and classes of shares at a future date.

Each class of shares of a Portfolio, when issued and paid for as
provided for in the Prospectuses, will be fully paid and nonassessable, have no
preference as to conversion, exchange, dividends, retirement or other features
and have no preemptive rights. The shares of the Fund have noncumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the Directors if they choose to do
so. A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held), then standing in his or her
name on the books of the Fund. Both Institutional Class and Service Class
Shares represent interests 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. The Board of Directors has authorized a third class of shares,
Advisor Class Shares, which are not currently being offered by these Portfolios.

-32-
<PAGE>

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of a Portfolio's
net investment income, if any, together with any net realized capital gains in
the amount and at the times that will avoid both income (including capital
gains) taxes on it and the imposition of the federal excise tax on undistributed
income and capital gains (see discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectuses). The amounts of any income
dividends or capital gains distributions cannot be predicted.

As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of a Portfolio at net asset value
(as of the business day following the record date). This will remain in effect
until the Fund is notified by the shareholder in writing at least three days
prior to the record date that either the Income Option (income dividends in cash
and capital gains distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains distributions in cash) has
been elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

FEDERAL TAXES

In order for a Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended, 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.

-33-
<PAGE>

Each Portfolio will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes.
Shareholders will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

FINANCIAL STATEMENTS

The Financial Statements (including the notes thereto) of the Sirach
Strategic Balanced, Sirach Growth, Sirach Special Equity and Sirach Equity
Portfolios, which appear in the Portfolios' 1997 Annual Report to Shareholders,
and the report thereon of Price Waterhouse LLP, independent accountants, also
appearing therein, are attached to this SAI.

-34-
<PAGE>

APPENDIX A - DESCRIPTION OF SECURITIES AND RATINGS

I. DESCRIPTION OF RATINGS FOR CORPORATE BOND AND PREFERRED SECURITIES

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.

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.

A-1
<PAGE>

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 Ratings Services 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.

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.

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.

A-2
<PAGE>

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

II. DESCRIPTION OF U.S. GOVERNMENT SECURITIES

The term "U.S. Government Securities" refers to a variety of
securities which are issued or guaranteed by the United States Government and by
various instrumentalities which have been established or sponsored by the United
States Government.

In the case of securities not backed by the full faith and credit of
the United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assess a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment. Agencies
which are backed by the full faith and credit of the United States include the
Export-Import Bank, Farmers Home Administration, Federal Financing Bank, and
others. Certain agencies and instrumentalities, such as the Government National
Mortgage Association, are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed, to service its
debt. Debt from certain other agencies and instrumentalities, including the
Federal Home Loan Bank and Federal National Mortgage Association, is not
guaranteed by the United States, but those institutions are protected by the
discretionary authority of the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies and instrumentalities, such as the Farm Credit System
and the Federal Home Loan Mortgage Corporation, are federally chartered
institutions under government supervision, but their debt securities are backed
only by the credit worthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee
securities include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing

A-3
<PAGE>

Administration, Maritime Administration, Small Business Administration, and The
Tennessee Valley Authority.

III. DESCRIPTION OF COMMERCIAL PAPER

Each Portfolio may invest in commercial paper (including variable
amount master demand notes) rated A-1 or better by S&P or Prime-1 by Moody's or
by S&P. Commercial paper refers to short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs. Commercial paper is
usually sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. Variable amount master demand notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangement between the issuer and a commercial
bank acting as agent for the payees of such notes whereby both parties have the
right to vary the amount of the outstanding indebtedness on the notes. As
variable amount master demand notes are direct lending arrangements between a
lender and a borrower, it is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Portfolios'
investment in variable amount master demand notes, the Adviser's investment
management staff will monitor, on an ongoing basis, the earning power, cash flow
and other liquidity ratios of the issuer and the borrower's ability to pay
principal and interest on demand.

Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established, and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2 or A-3. The rating Prime-1 is
the highest commercial paper rating assignment by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
completion and customer acceptance; (4) liquidity; (5) amount and quality of
long term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of issuer of obligations which

A-4
<PAGE>

may be present or may arise as a result of public interest questions and
preparations to meet such obligations.

IV. DESCRIPTION OF BANK OBLIGATIONS

V. DESCRIPTION OF FOREIGN INVESTMENTS

A-5
<PAGE>

companies. There is generally less government supervision and regulation of
stock exchanges, brokers and listed companies than in the U.S. In addition, with
respect to certain foreign countries, there is the possibility of expropriation
or confiscatory taxation, political or social instability, or diplomatic
developments which could affect U.S. investments in those countries.

A-6
<PAGE>

APPENDIX B - COMPARISONS

(a) Dow Jones Composite Average or its component averages -- an unmanaged index
composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation
stocks. Comparisons of performance assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices -- an unmanaged
index composed of 400 industrial stocks, 40 financial stocks, 40 utilities
stocks and 20 transportation stocks. Comparisons of performance assume
reinvestment of dividend.

(c) Standard & Poor's Midcap 400 Index -- consists of 400 domestic stocks
chosen for market size (medium market capitalization of $993 million as of
February 1995), liquidity and industry group representation. It is a
market-weighted index with each stock affecting the index in proportion to
its market value.

(d) The New York Stock Exchange composite or component indices -- unmanaged
indices of all industrial, utilities, transportation and finance stocks
listed on the New York Stock Exchange.

(e) Wilshire 5000 Equity Index or its component indices -- represents the
return on the market value of all common equity securities for which daily
pricing is available. Comparisons of performance assume reinvestment of
dividends.

(f) Lipper -- Mutual Fund Performance Analysis and Lipper -- Fixed Income Fund
Performance Analysis -- measures total return and average current yield for
the mutual fund industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.

(g) Morgan Stanley Capital International EAFE Index and World Index--
respectively, arithmetic, market value-weighted averages of the performance
of over 900 securities listed on the stock exchanges of countries in
Europe, Australia and the Far East, and over 1,400 securities listed on the
stock exchanges of these continents, including North America.

(h) Goldman Sachs 100 Convertible Bond Index -- currently includes 67 bonds and
33 preferred. The original list of names was generated by screening for
convertible issues of 100 million or greater in market capitalization. The
index is priced monthly.

B-1
<PAGE>

(i) Salomon Brothers GNMA Index -- includes pools of mortgages originated by
private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(j) Salomon Brothers High Grade Corporate Bond Index -- consists of publicly
issued, non-convertible corporate bonds rated AA or AAA. It is a value-
weighted, total return index, including approximately 800 issues with
maturities of 12 years or greater.

(k) Salomon Brothers Broad Investment Grade Bond -- is a market-weighted index
that contains approximately 4,700 individually priced investment grade
corporate bonds rated BBB or better, U.S. Treasury/agency issues and
mortgage passthrough securities.

(l) Salomon Brothers 3-Month Treasury Bill Index -- is a return equivalent of
yield averages of the last three 3-Month Treasury Bill issues.

(m) Lehman Brothers Government/Corporate Index -- is an unmanaged index
composed of a combination of the Government and Corporate Bond Indices. The
Government Index includes public obligations of the U.S. Treasury, issues
of Government agencies, and corporate debt backed by the U.S. Government.
The Corporate Bond Index includes fixed-rate nonconvertible corporate debt.
Also included are Yankee Bonds and nonconvertible debt issued by or
guaranteed by foreign or international governments and agencies. All
issues are investment grade (BBB) or higher, with maturities of at least
one year and outstanding par value of at least $100 million for U.S.
Government issues and $25 million for others. Any security downgraded
during the month is held in the index until month-end and then removed.
All returns are market value weighted inclusive of accrued income.

(n) Lehman Brothers Long-Term Treasury Bond -- is composed of all bonds covered
by the Lehman Brothers Treasury Bond Index with maturities of 10 years or
greater.

(o) Lehman Brothers Intermediate Government/Corporate Index -- is an unmanaged
index composed of a combination of the Government and Corporate Bond
Indices. All issues are investment grade (BBB) or higher, with maturities
of one to ten years and an outstanding par value of at least $100 million
for U.S. Government issues and $25 million for others. The Government
Index includes public obligations of the U.S. Treasury, issues of
Government agencies, and corporate debt backed by the U.S. Government. The
Corporate Bond Index includes fixed-rate nonconvertible corporate debt.
Also included are Yankee Bonds and nonconvertible debt

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<PAGE>

issued by or guaranteed by foreign or international governments and
agencies. Any security downgraded during the month is held in the index
until month-end and then removed. All returns are market value weighted
inclusive of accrued income .

(p) Lehman Brothers Aggregate Bond Index -- is a fixed income market value-
weighted index that combines the Lehman Brothers Government/Corporate Index
and the Lehman Brothers Mortgage-Backed Securities Index. It includes
fixed rate issues of investment grade (BBB) or higher, with maturities of
at least one year and outstanding par values of at least $100 million for
U.S. Government issues and $25 million for others.

(q) NASDAQ Industrial Index -- is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change only and
does not include income.

(r) Value Line -- composed of over 1,600 stocks in the Value Line Investment
Survey.

(s) Composite Indices -- 70% Standard & Poor's 500 Stock Index and 30% NASDAQ
Industrial Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system exclusive
of those traded on an exchange; 65% Standard & Poor's 500 Stock Index and
35% Salomon Brothers High Grade Bond Index; 50% Standard & Poor's Stock
Index and 50% Lehman Brothers Aggregate Bond Index; 50% Standard & Poor's
500 Stock Index and 50% Lehman Brothers Government/Corporate Index; 45%
Standard and Poor's 500 Stock Index, 45% Lehman Brothers Aggregate Bond
Index and 10% Salomon Brothers 3-Month Treasury Bill Index; and 45%
Standard and Poor's 500 Stock Index, 45% Lehman Brothers
Government/Corporate Index and 10% Salomon Brothers 3-Month Treasury Bill
Index.

(t) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. --
analyzes price, current yield, risk, total return and average rate of
return (average annual compounded growth rate) over specified time periods
for the mutual fund industry.

(u) Mutual Fund Source Book, published by Morningstar, Inc. -- analyzes price,
yield, risk and total return for equity funds.

(v) Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Investor's Daily, Lipper Analytical Services, Inc.,

B-3
<PAGE>

Morningstar, Inc., New York Times, Personal Investor, Wall Street Journal
and Weisenberger Investment Companies Service-- publications that rate fund
performance over specified time periods.

(w) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics -- a statistical measure of change, over time in
the price of goods and services in major expenditure groups.

(x) Stocks, Bonds, Bills and Inflation, published by Ibbotson Associates --
historical measure of yield, price and total return for common and small
company stock, long-term government bonds, U.S. Treasury bills and
inflation.

(y) Savings and Loan Historical Interest Rates -- as published in the U.S.
Savings & Loan League Fact Book.

(z) Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan Companies, Salomon Brothers, Merrill Lynch,
Pierce, Fenner & Smith, Lehman Brothers, Inc. and Bloomberg L.P.

(aa) Russell 1000 Index - consists of the 1,000 largest securities in the
Russell 3000 Index. This large capitalization (market-oriented) index
represents the universe of stocks from which most active money managers
typically select. The Russell 1000 is highly correlated with the S&P 500
Index.

(bb) Russell 1000 Growth Index - contains those Russell 1000 securities with a
greater-than-average growth orientation. Securities in this index tend to
exhibit higher price-to-book and price-earnings ratios, lower dividends and
higher forecasted growth values than the Value universe.

(cc) Russell 1000 Value Index - contains those Russell 1000 securities with a
less-than-average growth orientation. It represents the universe of stocks
from which value managers typically select. Securities in this index tend
to exhibit low price-to-book and price-earnings ratios, higher dividend
yields and lower forecasted growth values than the Growth universe.

(dd) Russell 2000 -- composed of the 2,000 smallest stocks in the Russell 3000,
a market value weighted index of the 3,000 largest U.S. publicly-traded
companies.

(ee) Russell 2000 Growth Index - contains those Russell 2000 securities with a
greater-than-average growth orientation. Securities in this index tend to
exhibit higher price-to-

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<PAGE>

book and price-earnings ratios, lower dividend yields and higher forecasted
growth values than the Value universe.

(ff) Russell 2000 Value Index - contains those Russell 2000 securities with a
less-than-average growth orientation. Securities in this index tend to
exhibit lower price-to-book and price-earnings ratios, higher dividend
yields and lower forecasted growth values than the Growth universe.

(gg) Russell 2500 Index - consists of the bottom 500 securities in the Russell
1000 Index and all 2,000 securities in the Russell 2000 Index, representing
approximately 23% of the Russell 3000 total market capitalization. This
index is a good measure of small to medium-small stock performance.

(hh) Russell 2500 Growth Index - contains those Russell 2500 securities with a
greater-than-average growth orientation. Securities in this index tend to
exhibit higher price-to-book and price-earnings ratios, lower dividends and
higher forecasted growth values than the Value universe.

(ii) Russell 2500 Value Index - contains those Russell 2500 securities with a
less-than-average growth orientation. It represents the universe of stocks
from which value managers typically select. Securities in this index tend
to exhibit low price-to-book and price-earnings ratios, higher dividend
yields and lower forecasted growth values than the Growth universe.

(jj) Russell 3000 Index - composed of 3,000 large U.S. securities, as determined
by total market capitalization. This index represents approximately 98% of
the investable U.S. equity market. The largest security has a market
capitalization of approximately $85 billion; the smallest is approximately
$90 million.

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<PAGE>

PART B

UAM FUNDS, INC.

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STERLING PARTNERS' PORTFOLIOS

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STATEMENT OF ADDITIONAL INFORMATION -- January 22, 1998

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
Sterling Partners' Portfolios' Institutional Class Shares dated January 22, 1998
and the Prospectus for the Sterling Partners' Portfolios' Institutional Service
Class Shares (the "Service Class Shares") dated January 22, 1998. To obtain a
Prospectus, please call the UAM Funds Service Center: 1-800-638-7983.

TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES....................................... 1

PURCHASE AND REDEMPTION OF SHARES........................................ 9

VALUATION OF SHARES...................................................... 11

SHAREHOLDER SERVICES..................................................... 11

INVESTMENT LIMITATIONS................................................... 13

MANAGEMENT OF THE FUND................................................... 14

INVESTMENT ADVISER....................................................... 18

SERVICE AND DISTRIBUTION PLANS........................................... 21

PORTFOLIO TRANSACTIONS................................................... 24

ADMINISTRATIVE SERVICES.................................................. 25

CUSTODIAN................................................................ 28

INDEPENDENT ACCOUNTANTS.................................................. 28

DISTRIBUTOR.............................................................. 28

PERFORMANCE CALCULATIONS................................................. 28

GENERAL INFORMATION...................................................... 30

FINANCIAL STATEMENTS..................................................... 32

APPENDIX A -- DESCRIPTION OF SECURITIES AND RATINGS...................... A-1

APPENDIX B - COMPARISONS................................................. B-1
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the Sterling Partners' Equity, Sterling Partners' Balanced and
Sterling Partners' Small Cap Value Portfolios (the "Sterling Partners'
Portfolios") as set forth in the Sterling Partners' Prospectuses.

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolios may invest a
portion of their assets in the short-term investments described below:

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).

(2) Commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's or, if not rated, determined by the Adviser to be of comparable
quality;
<PAGE>

(3) Short-term corporate obligations rated BBB or better by S&P or Baa by
Moody's;

(5) U.S. Government agency securities issued or guaranteed by U.S.
Government sponsored instrumentalities and federal agencies. These include
securities issued by the Federal Home Loan Banks, Federal Land Bank, Farmers
Home Administration, Federal Farm Credit banks, Federal Intermediate Credit
Bank, Federal National Mortgage Association, Federal Financing Bank, the
Tennessee Valley Authority, and others; and

(6) Repurchase agreements collateralized by securities listed above.

FUTURES CONTRACTS

In order to remain fully invested and to reduce transactions costs the
Balanced Portfolio may invest in stock and bond futures and interest rate
futures contracts, and the Equity and the Small Cap Value Portfolios may invest
in stock futures and options. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. Futures contracts
which are standardized as to maturity date and underlying financial instrument
are traded on national futures exchanges. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"), a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out an open futures position is done by taking an opposite position
("buying" a contract which has previously "sold" or "selling" a contract
previously "purchased") in an identical contract to terminate the position.
Brokerage commissions are incurred when a futures contract is bought or sold.

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<PAGE>

futures exchange and may be changed. Brokers may establish deposit requirements
which are higher than the exchange minimums. Futures contracts are customarily
purchased and sold on margin that may range upward from less than 5% of the
value of the contract being traded. After a futures contract position is opened,
the value of the contract is marked to market daily. If the futures contract
price changes to the extent that the margin on deposit does not satisfy margin
requirements, payment of additional "variation" margin will be required.
Conversely, changes in the contract value may reduce the required margin,
resulting in a repayment of excess margin to the contract holder. Variation
margin payments are made to and from the futures broker for as long as the
contract remains open. The Fund expects to earn interest income on its margin
deposits.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide hedging transactions or that the
Fund's commodity futures and option positions be for other purposes, to the
extent that the aggregate initial margins and premiums required to establish
such non-hedging positions do not exceed five percent of the liquidation value
of a Portfolio. A Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, each Portfolio expects that approximately 75%
of its futures contract purchases will be "completed;" that is, equivalent
amounts of related securities will have been purchased or are being purchased by
the Portfolio upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control a Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a Portfolio will incur commission expenses in both
opening and closing out futures positions, these costs are lower than
transaction costs incurred in the purchase and sale of the underlying
securities.

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<PAGE>

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS

A Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposits on
open contracts exceeds 5% of the market value of its total assets. In addition,
a Portfolio will not enter into futures contracts to the extent that its
outstanding obligations to purchase securities under these contracts would
exceed 20% of its total assets.

RISK FACTORS IN FUTURES TRANSACTIONS

A Portfolio will minimize the risk that it will be unable to close out
a futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements,
a Portfolio would continue to be required to make daily cash payments to
maintain its required margin. In such situations, if the Portfolio has
insufficient cash, it may have to sell Portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition,
the Portfolio may be required to make delivery of the instruments underlying
futures contracts it holds. The inability to close options and futures
positions also could have an adverse impact on the Portfolio's ability to
effectively hedge.

The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contracts would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Portfolio are engaged in only for hedging purposes, the
Adviser does not believe that the Portfolios are subject to the risks of loss
frequently associated with futures transactions. A Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had

-4-
<PAGE>

invested in the underlying financial instrument and sold it after the decline.

Utilization of futures transactions by a Portfolio does involve the
risk of imperfect or no correlation where the securities underlying futures
contracts have different maturities than the Portfolio securities being hedged.
It is also possible that the Portfolio could lose money on futures contracts and
also experience a decline in value of Portfolio securities. There is also the
risk of loss by the Portfolio of margin deposits in the event of bankruptcy of a
broker with whom the Portfolio has an open position in a futures contract or
related option.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days, with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions a Portfolio has identified as hedging
transactions, the Portfolio is required for federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of the year, as well as those actually
realized during the year. In most cases, any gain or loss recognized with
respect to a futures contract is considered to be 60% long-term capital gain or
loss and 40% short-term capital gain or loss, without regard to the holding
period of the contract. Furthermore, sales of futures contracts which are
intended to hedge against a change in the value of securities held by the
Portfolio may affect the holding period of such securities and, consequently,
the nature of the gain or loss on such securities upon disposition.

-5-
<PAGE>

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. 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.

Each 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

WRITING COVERED CALL AND PUT OPTIONS AND PURCHASING CALL AND PUT OPTIONS

-6-
<PAGE>

the securities subject to the option as long as the option is outstanding. All
put options written by a Portfolio are covered, which means that the Portfolio
has deposited with its custodian cash or liquid securities with a value at least
equal to the exercise price of the option. Call and put options written by a
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 a Portfolio and call options written by a 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 a 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, a
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 their investment objectives,
also write exchange-traded covered call and put options on stock indices. The
Portfolios may write such options to generate additional income or as a hedging
technique to minimize anticipated declines in the value of the Portfolios'
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 Portfolios may also purchase exchange-traded call and put options
with respect to securities and with respect also to stock indices that correlate
with their particular portfolio securities. The Portfolios 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, a 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, a 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.

-7-
<PAGE>

The Portfolios 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 Portfolios will engage in such transactions
only with firms of sufficient credit to minimize these risks. Where a 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."

In addition, the effectiveness of hedging the Portfolios through the
purchase or sale (writing)of stock index

-8-
<PAGE>

options will depend upon the extent to which price movements in the Portfolios'
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 Portfolios may not exactly match the composition of the stock
index on which options are purchased or written.

PORTFOLIO TURNOVER

The portfolio turnover rates described in the Prospectuses are
calculated by dividing the lesser of purchases or sales of portfolio securities
for the year by the monthly average of the value of the portfolio securities.
The calculation excludes all securities, including options, whose maturities at
the time of acquisition were one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of shares. See "Financial
Highlights" in the Prospectuses for the historical portfolio turnover rates with
respect to each of the Portfolios.

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 next determined after an order
is received in proper form by the Fund and payment is received by the Fund's
custodian. The minimum initial investment required is $2,500 for the Sterling
Partners' Portfolios Institutional Class Shares and $100,000 for the Sterling
Partners' Portfolios Institutional Service Class Shares with certain exceptions
as may be determined from time to time by officers of the Fund. Other
investment minimums are: initial IRA investment, $500; initial spousal IRA
investment, $250 minimum; additional investment for all accounts, $100. An
order received in proper form prior to the close of regular trading on the New
York Stock Exchange ("Exchange") (generally 4:00 p.m. Eastern Time) will be
executed at the price computed on the date of receipt; and an order received not
in proper form or after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New
Year's Day, and Dr. Martin Luther King, Jr. 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
judgment of management such rejection is in the best interest of the Fund, and
(3) to reduce or waive the minimum for initial and subsequent investment for
certain fiduciary accounts such as employee benefit plans or

-9-
<PAGE>

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 either the Exchange and custodian bank are
closed, or trading on the Exchange is restricted as determined by the Securities
and Exchange Commission (the "SEC" or the "Commission"), (2) during any period
when an emergency exists as defined by the rules of the Commission as a result
of which it is not reasonably practicable for a Portfolio to dispose of
securities owned by it, or to fairly determine the value of its assets, and (3)
for such other periods as the Commission may permit. The Fund has made an
election with the Commission to pay in cash all redemptions requested by any
shareholder of record limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the net assets of the Fund at the beginning of such period.
Such commitment is irrevocable without the prior approval of the Commission.
Redemptions in excess of the above limits may be paid in whole or in part, in
investment securities or in cash, as the Directors may deem advisable; however,
payment will be made wholly in cash unless the Directors believe that economic
or market conditions exist which would make such a practice detrimental to the
best interests of the Portfolio. If redemptions are paid in investment
securities, such securities will be valued as set forth in the Prospectus under
"Valuation of Shares," and a redeeming shareholder would normally incur
brokerage expenses if these securities were converted to cash.

No charge is made by any Portfolio for redemptions. Any redemption
may be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

Signature Guarantees -- To protect your account, the Fund and Chase
Global Funds Services Company ("CGFSC") from fraud, signature guarantees are
required for certain redemptions. The purpose of signature guarantees is to
verify the identity of the person who has authorized a redemption from your
account. Signature guarantees are required for (1) all redemptions when the
proceeds are to be paid to someone other than the registered owner(s) and/or
registered address, or (2) share transfer requests.

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<PAGE>

and savings associations. A complete definition of eligible guarantor
institutions is available from the Fund's transfer agent. Broker-dealers
guaranteeing signatures must be a member of a clearing corporation or maintain
net capital of at least $100,000. Credit unions must be authorized to issue
signature guarantees. Signature guarantees will be accepted from any eligible
guarantor institution which participates in a signature guarantee program.

VALUATION OF SHARES

Securities purchased with remaining maturities of 60 days or less are
valued at amortized cost using methods determined by the Board of Directors.

The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Directors.

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<PAGE>

SHAREHOLDER SERVICES

The following supplements the information set forth under "Shareholder
Services" in the Sterling Partners' Prospectuses.

EXCHANGE PRIVILEGE

Institutional Class Shares of each Sterling Portfolio may be exchanged
for Institutional Class Shares of the other Sterling Portfolios and
Institutional Service Class Shares of each Sterling Portfolio may be exchanged
for Institutional Service Class Shares of the other Sterling Portfolios. In
addition, Institutional Class Shares of each Sterling Portfolio may be exchanged
for any other Institutional Class Shares of a Portfolio included in the UAM
Funds which is comprised of the Fund and UAM Funds Trust. (See the list of
Portfolios of the UAM Funds -- Institutional Class Shares at the end of the
Sterling Portfolios -- Institutional Class Shares Prospectus.) Service Class
Shares of each Sterling Portfolio may be exchanged for any other Service Class
Shares of a Portfolio included in the UAM Funds which is comprised of the Fund
and UAM Funds Trust. (For those Portfolios currently offering Service Class
Shares, please call the UAM Funds Service Center.) Exchange requests should be
made by calling the Fund (1-800-638-7983) or by writing to UAM Funds, UAM Funds
Service Center, c/o Chase Global Funds Services Company, P.O. Box 2798, Boston,
MA 02208-2798. The exchange privilege is only available with respect to
Portfolios that are qualified for sale in the shareholder's state of residence.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the Exchange (generally 4:00 p.m. Eastern Time) will
be processed as of the close of business on the same day. Requests received
after this time will be processed on the next business day. 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

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<PAGE>

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

INVESTMENT LIMITATIONS

Each Sterling Partners' Portfolio is subject to the following
restrictions which are fundamental policies and may not be changed without the
approval of the lesser of: (1) at least 67% of the voting securities of the
Portfolio present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio. 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. Each Sterling Partners' Portfolio will not:

(1) invest in commodities;

(2) purchase or sell real estate, although it may purchase and sell
securities of companies which

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<PAGE>

deal in real estate and may purchase and sell securities which
are secured by interests in real estate;

(3) 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 options, futures or repurchase transactions;

(4) purchase on margin or sell short;

(5) purchase or retain securities of an issuer if those officers and
Directors of the Fund or its investment adviser owning more than
1/2 of 1% of such securities together own more than 5% of such
securities;

(6) underwrite the securities of other issuers or invest more than an
aggregate of 10% of the net assets of the Portfolio, determined
at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there
are no readily available markets, including repurchase agreements
having maturities of more than seven days;

(7) invest for the purpose of exercising control over management of
any company;

(8) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of
companies within such industry; provided, however, that there
shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or instruments issued by U.S. banks when the
Portfolio adopts a temporary defensive position; and

(9) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.

-14-
<PAGE>

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

<TABLE>
<S> <C>
John T. Bennett, Jr. Director of the Fund, President of
College Road-RFD 3 Squam Investment Management Company,
Meredith, NC 03253 Inc. and Great Island Investment
1/26/29 Company, Inc.; President of Bennett
Management Company from 1988 to 1993.

Nancy J. Dunn Director of the Fund; Vice President
10 Garden Street For Finance and Administration and
Cambridge, MA 02138 Treasurer of Radcliffe College since
8/14/51 1991.

-15-
<PAGE>

William H. Park Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
9/19/47 Corporation.

Gordon M. Shone Assistant Treasurer of the Fund; Vice
73 Tremont Street President of Fund Administration and
Boston, MA 02108 Compliance of Chase Global Funds
7/30/56 Services Company; formerly Senior
Audit Manager of Coopers & Lybrand LLP
from 1983 to 1993.
</TABLE>

-16-
<PAGE>

<TABLE>
<S> <C>
Michael DeFao Secretary of the Fund; Vice President
211 Congress Street and General Counsel of UAM Fund
Boston, MA 02110 Services, Inc. and UAM Fund
2/28/68 Distributors, Inc; Associate Attorney
of Ropes & Gray (a law firm) from 1993
to 1995.

Karl O. Hartmann Assistant Secretary of the Fund;
73 Tremont Street Senior Vice President and General
Boston, MA 02108 Counsel of Chase Global Funds Services
3/7/55 Company.
</TABLE>
- ------

* Messrs. Reamer, Salisbury and Whitman are deemed to be "interested persons"
of the Fund as that term is defined in the 1940 Act.

As of December 24, 1997, the Directors and Officers of the Fund owned
less than 1% of the Fund's outstanding shares.

REMUNERATION OF DIRECTORS AND OFFICERS

-17-
<PAGE>

<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued as Annual from
Compensation Part of Benefits Registrant
Name of Person, From Fund Upon and
Position Registrant Expenses Retirement Fund Complex
-------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr........ $26,791 0 0 $32,750
Director

Nancy J. Dunn.............. $ 6,774 0 0 $ 8,300
Director

Philip D. English.......... $26,791 0 0 $32,750
Director

William A. Humenuk......... $26,791 0 0 $32,750
Director
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of December 24, 1997, the following persons or organizations held
of record or beneficially 5% or more of the shares of a Portfolio, as noted.

Sterling Partners' Balanced Portfolio: UMBSC & Co. FBO Interstate
Brands Conservative Growth, AC 340419134, P.O. Box 419260, Kansas City, MO,
15.8%; The Chase Manhattan Bank, N.A., and Employee Savings Plan & Trust, FBO of
Bowers Fibers, Inc., Attn: Alan L. Miller, 770 Broadway, New York, NY, 7.5%*,
The Chase Manhattan Bank, N.A., Trustee FBO J.C. Steele & Sons, Inc., Retirement
& Profit Sharing Plan 1/1/94, Attn: Alan L. Miller, 770 Broadway, New York, NY,
6.6%*; Fleet National Bank, Trustee, FBO Smith Helms, Muliss & Moore Partners,
P.O. Box 92800, Rochester, NY, 6.3%* and UMBSC & Co. FBO Interstate Brands
Moderate Growth, AC 340419142, P.O. Box 419260, Kansas City, MO, 5.1%.

Sterling Partners' Equity Portfolio: The Chase Manhattan Bank, N.A.,
Trustee FBO J.C. Steele & Sons, Inc., Retirement & Profit Sharing Plan, 770
Broadway, New York, NY, 9.0%*; H. Keith Brunnemer, Jr., Michael Peeler Fund,
P.O. Box 6024, Charlotte, NC, 7.4%; Hartnat & Co., Smith Anderson, P.O. Box
92800, Rochester, NY, 6.6% and Bank of Boston & Co., Profit Sharing, c/o
Fairfield Communities, Inc., P.O. Box 1809, Boston, MA, 5.4%.

Sterling Partners' Small Cap Value Portfolio: Charles Schwab & Co.,
Inc., Reinvest Account, Attn: Mutual Funds, 101 Montgomery Street, San
Francisco, CA, 14.6%; Fleet National Bank, Cust Sterling Cap Small Cap Value;
Attn: 0005098070, P.O.

-18-
<PAGE>

Box 92800, Rochester, NY, 12.3%; Wachovia Bank, Trustee FBO The UNX Chemicals,
Inc., P/S Rett Plan & Trust, Sterling Capital Management DTD 8/1/82, P.O. Box
3073, 301 N. Main Street MC NC 31075, Winston Salem, NC, 6.6%; Wachovia Bank,
Trustee FBO The Coastal Chemical Corp. P/S/P Sterling Management, Inc., DTD
7/3/72, P.O. Box 3073, 301 N. Main St. MC NC 31075, Winston Salem, NC, 6.2% and
Charles Schwab & Co., Inc., Special Custody Account, Exclusive Benefit of
Customers, Cash Account, 101 Montgomery Street, San Francisco, CA, 5.1%.

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

The persons or organizations owning 25% or more of the outstanding
shares of a Portfolio may be presumed to "control" (as that term is defined in
the Investment Company Act of 1940, as amended, (the "1940 Act") such Portfolio.
As a result, those persons or organizations could have the ability to vote a
majority of the shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio.

INVESTMENT ADVISER

CONTROL OF ADVISER

Sterling Capital Management Company (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients.

-19-
<PAGE>

SERVICES PERFORMED BY ADVISER

Pursuant to Investment Advisory Agreements ("Agreements") between the
Fund and the Adviser, the Adviser has agreed to manage the investment and
reinvestment of the Portfolios' assets, to continuously review, supervise and
administer the Portfolios' investment program, and to determine in its
discretion the securities to be purchased or sold and the portion of such
Portfolios' assets to be held uninvested.

In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties under the Agreements, (ii) reckless disregard by the Adviser of its
obligations and duties under the Agreements, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services, the Adviser shall not be subject to any liability whatsoever to the
Fund, or to any shareholder of the Fund, for any error of judgment, mistake of
law or any other act or omission in the course of, or connected with, rendering
services under the Agreements.

Unless sooner terminated, the Agreements 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 the Agreements 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 Portfolios. The Agreements
may be terminated at any time by a Portfolio, 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 a Portfolio on 60
days written notice to the Adviser. The Agreements may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days written
notice to the Fund. The Agreements will automatically and immediately terminate
in the event of their assignment.

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included Nucor Corp., Dean
Witter, Reynolds Inc., Walter Industries, Inc., Georgia Marble Corp., Cheraw
Yarn Mills, Sanger Clinic, Adobe Systems, Inc., Paychex, Inc., Davidson College,
Lakeland Regional Medical Center, Discovery & Co. and Cisco Systems, Inc.

-20-
<PAGE>

ADVISORY FEES

As compensation for services rendered by the Adviser under the
Agreements, each Sterling Partners' Portfolio pays the Adviser an annual fee, in
monthly installments, calculated by applying the following annual percentage
rates to all of the Sterling Partners' Portfolios' average daily net assets for
the month:

<TABLE>
<CAPTION>
Rate
<S> <C>
Sterling Partners' Balanced Portfolio......... 0.75%
Sterling Partners' Equity Portfolio........... 0.75%
Sterling Partners' Small Cap Value Portfolio.. 1.00%
</TABLE>

For the fiscal years ended October 31, 1995, 1996 and 1997, Sterling
Partners' Balanced Portfolio paid advisory fees of approximately $490,000,
$462,951 and $542,796, respectively.

For the fiscal years ended October 31, 1995, 1996 and 1997, Sterling
Partners' Equity Portfolio paid advisory fees of $137,000, $184,081 and
$266,442, respectively. During these periods, the Adviser voluntarily waived
advisory fees of approximately $60,000, $72,415 and $70,708, respectively.

For the fiscal year ended October 31, 1997, Sterling Partners' Small
Cap Value Portfolio paid advisory fees of $77,649. During this period, the
Adviser voluntarily waived advisory fees of approximately $11,374.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolios' Service Class Shares Prospectus, UAM Fund
Distributors, Inc. (the "Distributor") may enter into agreements with broker-
dealers and other financial institutions ("Service Agents"), pursuant to which
they will provide administrative support services to Service Class shareholders
who are their customers ("Customers") in consideration of such Fund's payment of
0.25 of 1% (on an annualized basis) of the average daily net asset value of the
Service Class Shares held by the Service Agent for the benefit of its Customers.
Such services include: