UAM FUNDS INC, 485BPOS, 1999-02-16

UAM FUNDS INC
485BPOS, 1999-02-16

Previous: LEAR CORP /DE/, SC 13G, 1999-02-16

Next: BLAIR D H & CO INC/NY/, SC 13G, 1999-02-16

<PAGE>

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 55 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 57 /X/

UAM FUNDS, INC.
(Exact Name of Registrant as specified in Charter)

c/o UAM Fund Services, Inc.
211 Congress St., 4th Floor
Boston, Massachusetts 02110
Registrant's Telephone Number (617) 542-5440
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Michael E. DeFao, Secretary
UAM Fund Services, Inc.
211 Congress Street
Boston, Massachusetts 02110
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
Audrey C. Talley, Esq.
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3469

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)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to Paragraph (a)(2)
[_] on (date) pursuant to Paragraph (a)(2) of Rule 485.
<PAGE>

PART A
UAM FUNDS, INC.

The following prospectuses are included in this Post-Effective Amendment No. 55:

. Acadian Emerging Markets Portfolio Institutional Class Shares.
. The C&B Portfolios Institutional Class Shares.
. The 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 & ICM Equity Portfolios Institutional Class Shares.
. The McKee Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Class Shares.
. The 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.
. The TS&W Portfolios Institutional Class Shares.
<PAGE>

PART B
UAM FUNDS, INC.

The following Statements of Additional Information are included in this Post-
Effective Amendment No. 55:

. Acadian Emerging Markets Portfolio Institutional Class Shares.
. The C&B Portfolios Institutional Class Shares.
. The DSI Portfolios Institutional Class and Institutional Service Class
Shares.
. FMA Small Company Portfolio Institutional Class and Institutional
Service Class Shares.
. ICM Portfolios Institutional Class Shares.
. The McKee Portfolios Institutional Class Shares.
. The NWQ Portfolios Institutional Class 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 and Institutional Service Class
Shares.
. Sterling Partners' Portfolios Institutional Class Shares.
. The TS&W Portfolios Institutional Class Shares.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

ACADIAN EMERGING MARKETS PORTFOLIO

Institutional Class Prospectus February 16, 1999

UAM

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO SUMMARY................................................................. 1

What is the Objective of the Portfolio?........................................ 1
What are the Principal Investment Strategies of the Portfolio?................. 1
What are the Principal Risks of the Portfolio?................................. 1
How has the Portfolio Performed?............................................... 2
What are the Fees and Expenses of the Portfolio?............................... 4

INVESTING WITH THE UAM FUNDS...................................................... 5

Buying Shares.................................................................. 5
Redeeming Shares............................................................... 7
Exchanging Shares.............................................................. 7
Transaction Policies........................................................... 7

ACCOUNT POLICIES.................................................................. 11

Small Accounts................................................................. 11
Distributions.................................................................. 11
Federal Taxes.................................................................. 11

FUND DETAILS...................................................................... 13

Principal Investments and Risks of the Portfolio............................... 13
Other Investment Practices and Strategies...................................... 15
Year 2000...................................................................... 16
Investment Management.......................................................... 16
Shareholder servicing Arrangements............................................. 18

FINANCIAL HIGHLIGHTS.............................................................. 19
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
Acadian Emerging Markets Portfolio seeks long-term capital appreciation by
investing primarily in common stocks of emerging country issuers. Acadian
Emerging Markets Portfolio cannot guarantee it will meet its investment
objectives. The portfolio may not change its investment objective without
shareholder approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies
of Acadian Emerging Markets Portfolio. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIO."

The portfolio will invest primarily in common stocks and securities
convertible into or exercisable for common stock of issuers that:

. Have their principal securities trading market in an emerging country.

. Derive 50% or more of annual revenue from goods produced, sales made
or services performed in emerging countries.

. Are organized under the laws of, and have a principal office in, an
emerging country.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing
in the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

1
<PAGE>

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

ACADIAN EMERGING MARKETS PORTFOLIO
Since the portfolio invests in mainly equity securities, its principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular company.

Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Differences in tax and accounting standards and
difficulties in obtaining information about foreign companies can
negatively affect investment decisions.

The portfolio is a non-diversified mutual fund. Diversifying a mutual
fund's investments can reduce the risks of investing by limiting the amount
of money it invests in any one issuer or, on a broader scale, in any one
industry. Since the portfolios are not diversified, each may invest a
greater percentage of its assets in a particular issuer. Therefore, being
non-diversified may cause the value of their shares to be more sensitive to
changes in the market value of a single issuer or industry diversified
mutual funds.

HOW HAS THE PORTFOLIO PERFORMED?
- -------------------------------------------------------------------------------

The bar chart and table below illustrate how the performance of the
portfolio has varied from year to year. The following bar chart shows the
investment returns of the portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares the
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

2
<PAGE>

[BAR CHART APPEARS HERE]

Highest quarter: 26.33% (3rd quarter 1994).
Lowest quarter: -24.28% (4th quarter 1997)

* The portfolio began operations on 6/23/92. Index comparisons begin on
6/30/92.

3
<PAGE>

What are the Fees and Expenses of the Portfolio?

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio.

<TABLE>
<S> <C>
--------------------------------------------------------------------------
Shareholder Fees (Fees Paid Directly From Your Account)
Redemption Fee (as a percentage of amount redeemed) 1.00%+
-------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of
a Portfolio)
Management fees 1.00%
-------------------------------------------------------------------------------
Other Expenses 0.61%
-------------------------------------------------------------------------------
Total Expenses 1.61%
</TABLE>

+ Shareholders who redeem shares they have held for less than ninety days
will pay a 1.00% redemption fee.

EXAMPLE

This example can help you to compare the cost of investing in this
portfolio to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in the portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that
you paid the total expenses stated above throughout the period of your
investment.

Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------
$164 $508 $876 $1,911

4
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES

- -------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
--------------------------------------------------------------------------

By Mail Send a check or money order Send a check and,if possible,
and your account application the "Invest byMail" stub
to the UAM Funds. Make that accompanied your your
checks payable to "UAM statement to the UAM Funds.
Funds" (the UAM Funds will Be sure your check
not accept third-party identifies clearly your
checks). name, account number and the
portfolio into which you
want to invest.
--------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed Funds.
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number

--------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment completed application to the
(Via ACH) UAM Funds. To cancel or
change a plan, write to the
UAM Funds. Allow up to 15
days to create the plan and 3
days to cancel or change it.
--------------------------------------------------------------------------

5
<PAGE>

Minimum $100,000 $1,000
Investments

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

6
<PAGE>

REDEEMING SHARES
- ------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the account
to UAM Funds specifying the portfolio, the account dollar
amount or number of shares you wish to redeem. Certain
shareholders may have to include additional documents.
- -------------------------------------------------------------------------------

By Telephone You must first establish the telephone redemption
Telephone privilege (and, if desired, the wire redemption privilege) by
completing the appropriate sections of the account
application.

EXCHANGING SHARES
- ------------------------------------------------------------------------------

At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, read the prospectus of the UAM Fund for
which you want to exchange, which you may obtain from the UAM Funds. You
may not exchange shares represented by certificates over the telephone. You
may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses).

TRANSACTION POLICIES
- ------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

7
<PAGE>

Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.

Securities that are traded on foreign exchanges may trade on days when the
portfolio does not price its shares. Consequently, the value of the
portfolio may change on days when you are unable to purchase or redeem
shares of the portfolio.

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

You may buy, exchange or redeem shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy or
sell shares at the NAV of any given day your financial intermediary must
receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription and
redemption requests, investment information, documentation and money to the
UAM Funds on time.

Certain financial intermediaries have agreements with the UAM Funds that
allow them to enter confirmed purchase or redemption orders on behalf of
clients and customers. Under this arrangement, the financial intermediary
must send your payment to the UAM Funds by the time they price their shares
on the following day. If your financial intermediary fails to do so, it may
be responsible for any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their
assets, subtracting their liabilities and then dividing the result by the
number of shares outstanding. The UAM Funds value their investments with
readily available market quotations at market value. Investments that do
not have readily available market quotations are valued at fair value,
according to guidelines established by the UAM Funds. The UAM Funds may
also value securities at fair value when events occur that make established
valuation methods (such as stock exchange closing prices) unreliable. The
UAM Funds value debt securities that will mature in 60 days or less at
amortized cost, which approximates market value.

IN-KIND TRANSACTIONS

Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a portfolio with securities instead of cash. In addition, the UAM
Funds may pay all or part of your redemption proceeds with securities
instead of cash.

PAYMENT OF REDEMPTION PROCEEDS

8
<PAGE>

check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered
on the account, or (2) you request a transfer of your shares.

You may obtain a signature guarantee from most banks, savings institutions,
securities dealers, national securities exchanges, registered securities
associations, clearing agencies and other guarantor institutions. A notary
public cannot guarantee a signature.

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; they may be liable for
any losses if they fail to do so. The UAM Funds will not be responsible for
any loss, liability, cost or expense for following instructions received by
telephone that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance
of a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

9
<PAGE>

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

10
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

The UAM Funds may redeem your shares without your permission if the value
of your account falls below 50% of the required minimum initial investment,
but not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and
certain other accounts.

DISTRIBUTIONS
- --------------------------------------------------------------------------------

Normally, the portfolio distributes its net investment and any net capital
gains once a year. The UAM Funds will automatically reinvest dividends and
distributions in additional shares of the portfolio, unless you elect on
your account application to receive them in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------

The following is a summary of the federal income tax consequences of
investing in this portfolio. You may also have to pay state and local taxes
on your investment. You should always consult your tax advisor for specific
guidance regarding the tax effect of your investment in the UAM Funds.

TAXES ON DISTRIBUTIONS

The distributions of the portfolio will generally be taxable to
shareholders as ordinary income or capital gains (which may be taxable at
different rates depending on the length of time the portfolio held the
relevant assets). You will be subject to income tax on these distributions
regardless of whether they are paid in cash or reinvested in additional
shares. Once a year UAM Funds will send you a statement showing the types
and total amount of distributions you received during the previous
year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In
this case, you would be taxed on the entire amount of the distribution
received, even though, as an economic matter, the distribution simply
constitutes a return of your investment. This is known as "buying into a
dividend" and should be avoided.

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a
gain or loss for income tax purposes. This gain or loss will be based on
the difference between your tax basis in the shares and the amount you
receive for them. (To aid in computing your tax basis, you generally should
retain your

11
<PAGE>

account statements for the periods during which you held shares.) Any loss
realized on shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gain dividends that were
received with respect to the shares.

The one major exception to these tax principles is that distributions on,
and sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable, but they may be taxable
at some time in the future.

To the extent the portfolio invests in foreign securities, it may be
subject to foreign withholding taxes with respect to dividends or interest
the portfolio received from sources in foreign countries. The portfolio may
elect to treat some of those taxes as a distribution to shareholders, which
would allow shareholders to offset some of their U.S. federal income
tax.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.

12
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
Acadian Emerging Markets Portfolio may employ in seeking its objectives.
This discussion is in addition to the discussion set forth in the
"PORTFOLIO SUMMARY." For more information concerning these investment
practices and their associated risks, please read the "PORTFOLIO SUMMARY"
and the statement of additional information (SAI). You can find information
on the portfolio's recent strategies and holdings in its current
annual/semi-annual report. The portfolio may change these strategies
without shareholder approval.

The portfolio will invest primarily in common stocks, but also may invest
in other types of equity securities. Normally, the portfolio invests at
least 65% its total assets in equity securities of issuers that:

. Have their principal securities trading market in an emerging country.

. Alone or on a consolidated basis derive 50% or more of annual revenue
from goods produced, sales made or services performed in emerging
countries.

. Are organized under the laws of, and have a principal office in, an
emerging country.

An "emerging country" is any country that the adviser believes the
International Bank for Reconstruction and Development (World Bank) and the
International Finance Corporation would consider to be an emerging or
developing country. Typically, emerging markets are in countries that are
in the process of industrialization, with lower gross national products
(GNP) than more developed countries. There are over 130 countries that the
international financial community generally considers to be emerging or
developing countries, approximately 40 of which currently have stock
markets. These countries generally include every nation in the world except
the United States, Canada, Japan, Australia, New Zealand and most nations
located in Western Europe. The portfolio will focus its investments on
those emerging market countries that it believes have developing economies
and where the markets are becoming more sophisticated, including some or
all of the following:

Argentina Czech Israel Nigeria Sri Lanka
Botswana Republic Jamaica Pakistan Taiwan
Brazil Egypt Jordan Peru Thailand
Chile Greece Kenya Philippines Turkey
China Hungary Korea Poland Venezuela
Columbia India Malaysia South Africa Zimbabwe

13
<PAGE>

Indonesia Mexico

The portfolio may also invest in equity or debt securities of issuers
located in industrialized countries. As markets in other countries develop,
the portfolio expects to expand and further diversify the emerging
countries in which it invests.

The portfolio also may invest debt securities of issuers located in
emerging countries when the adviser believes that such debt securities
offer opportunities for long-term capital appreciation. In making such
investment decisions, the adviser generally considers the relative
potential for capital appreciation of equity securities, interest rate
levels, economic trends, currency trends and prospects, and, specifically,
the prospects for appreciation of selected debt issues. The portfolio may
invest up to 10% of its total assets (measured at the time of the
investment) in debt securities that are rated below investment-grade,
otherwise known as "junk bonds".

EQUITY SECURITIES

Equity securities represent an ownership interest, or the right to acquire
an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, rights and warrants.

Equity securities may lose value because of factors affecting the
securities markets generally, such as adverse changes in economic
conditions, the general outlook for corporate earnings, interest rates or
investor sentiment. These circumstances may lead to long periods of poor
performance, such as during a "bear market." Equity securities may also
lose value because of factors affecting an entire industry, such as
increases in production costs, or factors directly related to that company,
such as decisions made by its management.

RISKS OF FOREIGN SECURITIES

Foreign securities, foreign currencies, and securities issued by U.S.
entities with substantial foreign operations may involve significant risks
in addition to the risks inherent in U.S. investments.

Local political, economic, regulatory or social instability, military
action or unrest, or adverse diplomatic developments may affect the value
of foreign investments. A foreign government may act adversely to the
interests of U.S. investors. Such actions may include expropriation or
nationalization of assets, confiscatory taxation and other restrictions on
U.S. investment.

The securities of foreign companies are often denominated in foreign
currencies. Since the portfolio's net asset value is denominated in U.S.
dollars, changes in foreign currency rates and in exchange control
regulations may positively or negatively affect the value of its
securities. In January 1999, certain European nations began to use the new
European common currency, called the Euro. The nations that use the Euro
will have the same monetary policy regardless of their domestic economy,
which could have

14
<PAGE>

adverse effects on those economies. In addition, the method by which the
conversion to the Euro is implemented could negatively affect the
investments of a portfolio.

Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S. and securities of some
foreign issuers may be less liquid and more volatile than securities of
comparable U.S. issuers. In addition, the costs associated with foreign
investments, including withholding taxes, brokerage commissions and
custodial costs, are generally higher than with U.S. investments.

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting and auditing standards than the
U.S. This could make corporate financial information more difficult to
obtain or understand and less reliable than information about U.S.
companies.

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular,
countries with emerging markets may have relatively unstable governments,
may present the risks of nationalization of businesses, restrictions on
foreign ownership and prohibitions on the repatriation of assets. They also
may protect property rights less than more developed countries. The
economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions and may suffer from extreme and volatile debt burdens or
inflation rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or
impossible at times.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolios may invest in derivatives and may
deviate from their investment strategies from time to time. In addition,
they may employ investment practices that are not described in this
prospectus, such as repurchase agreements, when-issued and forward
commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

DERIVATIVES

The portfolio may buy and sell derivatives, including futures and options.
Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

15
<PAGE>

. Employs a strategy that does not correlate well with the investments
of the portfolio.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment
activities of the portfolio by investing up to 100% of its assets in a
variety of securities, such as U.S. government and other high quality and
short-term debt obligations. The adviser may temporarily adopt a defensive
position to reduce changes in the value of the portfolio's shares that may
result from adverse market, economic, political or other developments.

When the adviser pursues a defensive strategy, the portfolio may not profit
from favorable developments that it would have otherwise profited from if
it were pursuing its normal strategies. Likewise, these strategies may
prevent the portfolio from achieving its stated objectives.

YEAR 2000
- --------------------------------------------------------------------------------
Many computer programs in use today cannot distinguish the year 2000 from
the year 1900 because of the way they encode and calculate dates.
Consequently, these programs may not be able to perform necessary functions
and could disrupt the operations of the UAM Funds or financial markets in
general. The year 2000 issue affects all companies and organizations,
including those that provide services to the UAM Funds and those in which
the UAM Funds invest.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for
the year 2000 and expect that their systems will be adapted before that
date. They are also requesting information on each service provider's state
of readiness and contingency plan. However, at this time the degree to
which the year 2000 issue will affect the UAM Funds' investments or
operations cannot be predicted. Any negative consequences could adversely
affect your investment in the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Acadian Asset Management, Inc., a Massachusetts corporation located at Two
International Place, Boston, Massachusetts 02110, is the investment adviser
to the portfolio. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, pension and profit-sharing plans, 401(k) and
thrift plans, trusts, estates and other institutions and individuals since
1986.

16
<PAGE>

During the fiscal year ended October 31, 1998, the portfolio paid the
adviser 1.00% of its average daily net assets in management fees. In
addition, the adviser has voluntarily agreed to limit the expenses of the
portfolio to 2.50% of its average net assets. To maintain this expense
limit, the adviser may waive a portion of its management fee and/or
reimburse certain expenses of the portfolio. The adviser intends to
continue its expense limitation until further notice.

PORTFOLIO MANAGERS

Listed below are the investment professionals of the adviser who are
primarily responsible for the day-to-day management of the portfolio and a
description of their business experience during the past five years.

<TABLE>
<CAPTION>
Manager Experience
-------------------------------------------------------------------------------
<S> <C>
Dr. Gary L. Bergstrom Perdue University, B.S., M.S., 1963; M.I.T. (Sloan
President School of Management), Ph.D, 1968; founder of the
adviser in 1977. He has been President of the adviser
since before 1994.
-------------------------------------------------------------------------------
Ronald D. Frashure Massachusetts Institute of Technology (Sloan School
Executive Vice of Management), B.S., 1964; Harvard University, M.B.A.,
President 1970; Portfolio Manager and Investment Officer, the
adviser, 1988 - Present. He has been Executive Vice
President of the adviser since before 1994.
-------------------------------------------------------------------------------
Churchill G. Franklin Middlebury College, B.A., 1971; Primary Client
Senior Vice President Liaison and Marketing Officer, the adviser, 1986 -
Present. He has been Senior Vice President of the
adviser since before 1994.
-------------------------------------------------------------------------------
Richard O. Michaud Northeastern University, B.A., 1963; University of
Senior Vice President Pennsylvania, M.A., 1966; Boston University, M.A.,
1969; Boston University, PhD, 1971; Quantitative
Strategist, the adviser, 1991 - Present. He has been
Senior Vice President of the adviser since before 1994.
-------------------------------------------------------------------------------
John R. Chisholm Massachusetts Institute of Technology, B.S., 1984 and
Senior Vice President M.S., Business Administration, 1987; Portfolio Manager
and Quantitative Research Analyst, the adviser,
1984 - Present. He has been Senior Vice President of
the adviser since before 1994.
-------------------------------------------------------------------------------
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
Manager Experience
-------------------------------------------------------------------------------
<S> <C>
Stella M. Hammond Stanford University, B.S., 1966; Yale University, M.
Senior Vice President Phil., 1972; Portfolio Manager, Acadian Asset
Management, Inc., 1990 - Present. She has been Senior
Vice President of the adviser since before 1994.
-------------------------------------------------------------------------------
Brian K. Wolahan Lehigh University, B.S., 1980; M.I.T. (Sloan School of
Senior Vice President Management), M.S., Business Administration, 1987;
Portfolio Manager and Quantitative Research
Analyst, the adviser, 1990 - Present. He has been
Senior Vice President of the adviser since before
1994.
</TABLE>

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees
may include transaction fees and/or service fees paid by the UAM Funds from
their assets attributable to the service agent. The UAM Funds do not pay
these fees on shares purchased directly from UAM Fund Distributors. The
service agents may provide shareholder services to their clients that are
not available to a shareholder dealing directly with the UAM Funds. Each
service agent is responsible for transmitting to its clients a schedule of
any such fees and information regarding any additional or different
purchase or redemption conditions. You should consult your service agent
for information regarding these fees and conditions.

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to the
portfolio.

UAM Fund Distributors, the adviser and certain of their other affiliates
also participate, as of the date of this prospectus, in an arrangement with
Salomon Smith Barney under which Salomon Smith Barney provides certain
defined contribution plan marketing and shareholder services and receives
0.15% of the portion of the daily net asset value of Institutional Class
Shares held by Salomon Smith Barney's eligible customer accounts in
addition to amounts payable to all selling dealers. The UAM Funds also
compensate Salomon Smith Barney for services it provides to certain defined
contribution plan shareholders that are not otherwise provided by the UAM
Funds' administrator.

The UAM Funds also offer Institutional Service Class shares, which pay
marketing or shareholder servicing fees, and Adviser Class shares, which
impose a sales load and fees for marketing and shareholder servicing, for
certain of its portfolios. Not all of the UAM Funds offer all of these
classes.

18
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The
financial highlights table comes from the financial statements of the
portfolio and reflects the financial results for a single portfolio share.
The total returns in the table represent the rate that an investor would
have earned on an investment in the portfolio (assuming reinvestment of all
dividends and distributions). PricewaterhouseCoopers LLP has audited the
financial statements of the portfolio. The financial statements and the
unqualified opinion of PricewaterhouseCoopers LLP are included in the
annual report of the portfolio, which is available upon request.

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
--------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $11.28 $12.12 $11.23 $14.00 $11.34
--------- -------- -------- -------- ---------
Income from Investment
Operations
Net Investment Income (Loss) 0.11 0.16 0.13 0.05 (0.03)
Net Gains or losses on
Securities (Realized and Unrealized) (3.99)++ (0.85) 0.84 (2.82) 2.74
--------- -------- -------- -------- ---------
Total From Investment
Operations (3.88) (0.69) 0.97 (2.77) 2.71
--------- -------- -------- -------- ---------
Less Distributions
Dividends (From Net Investment
Income) (0.14) (0.12) (0.02) _ _
Distributions (From Capital
Gains) (0.51) (0.03) (0.06) _ (0.05)
--------- -------- -------- -------- ---------
Total Distributions (0.65) (0.15) (0.08) _ (0.05)
--------- -------- -------- -------- ---------
Net Asset Value, End of Year $6.75 $11.28 $12.12 $11.23 $14.00
========= ======== ======== ======== =========
Total Return+ (36.00)% (5.71)% 8.72% (19.79)% 23.97%
========= ======== ======== ======== =========
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $88,665 $80,220 $69,649 $33,944 $5,558
Ratio of Expenses to Average
Net Assets 1.61%@ 1.50% 1.79% 1.78% 2.07%
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.60% 1.31% 1.29% 0.86% (0.25)%
Portfolio Turnover Rate 32% 28% 11% 21% 9%
</TABLE>

19
<PAGE>

+ Total return would have been lower had certain fees not been waived by
the adviser and its affiliates during the periods indicated.
++ The amount shown for the year ended October 31, 1998 for a share
outstanding throughout the period does not accord with the aggregate
net gains on investments or that period because of the sales and
repurchases of the portfolio shares in relation to fluctuating market
value of the investments of the portfolio.
@ The annualized ratio of net operating expenses to average net assets,
excluding foreign tax expense, is 1.59%

20
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
-------------------------- ------------------------- -------------------------
<S> <C> <C>
AEMGX 902555200 627
</TABLE>
<PAGE>

ACADIAN EMERGING MARKETS PORTFOLIO

For investors who want more information about Acadian Emerging Markets
Portfolio, the following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of Acadian Emerging Markets Portfolio
provide additional information about its investments. In the annual report,
you will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of Acadian Emerging
Markets Portfolio during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about Acadian Emerging
Markets Portfolio and is incorporated by reference into (legally part of)
this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolio and SAI by writing
to the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by
calling the SEC at 1-800-SEC-0330. You can get copies of this information
for free, on the SEC's Internet site at www.sec.gov.

The portfolio's Investment Company Act of 1940 file number is 811-5683

UAM
<PAGE>

UAM FUNDS
Funds for the Informed Investor(sm)

THE C & B PORTFOLIOS

Institutional Class Prospectus

C & B Equity Portfolio
C & B Equity Portfolio for Taxable Investors
C & B Mid Cap Equity Portfolio
C & B Balanced Portfolio

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representations
in the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY............................................................. 1

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?................................. 1
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?............ 1
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?............................ 2
HOW HAVE THE PORTFOLIOS PERFORMED?......................................... 3
WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?.......................... 7

INVESTING WITH THE UAM FUNDS.................................................. 9

BUYING SHARES.............................................................. 9
REDEEMING SHARES........................................................... 11
EXCHANGING SHARES.......................................................... 11
TRANSACTION POLICIES....................................................... 11

ACCOUNT POLICIES.............................................................. 14

SMALL ACCOUNTS............................................................. 14
DISTRIBUTIONS.............................................................. 14
FEDERAL TAXES.............................................................. 14

FUND DETAILS.................................................................. 16

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS.......................... 16
OTHER INVESTMENT PRACTICES AND STRATEGIES.................................. 20
YEAR 2000.................................................................. 20
INVESTMENT MANAGEMENT...................................................... 21
SHAREHOLDER SERVICING ARRANGEMENTS......................................... 23

FINANCIAL HIGHLIGHTS.......................................................... 24

C & B EQUITY PORTFOLIO..................................................... 24
C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS............................... 2
C & B MID CAP EQUITY PORTFOLIO............................................. 2
C & B BALANCED PORTFOLIO................................................... 4
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the C & B Portfolios. The C &
B Portfolios cannot guarantee they will meet their investment objectives. A
portfolio may not change its investment objective without shareholder
approval.

C & B EQUITY PORTFOLIO
C & B Equity Portfolio seeks 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
C & B Equity Portfolio for Taxable Investors seeks maximum long-term,
after-tax total return, consistent with minimizing risk to principal.

C & B MID CAP EQUITY PORTFOLIO
C & B Mid Cap Portfolio seeks maximum long-term total return, consistent
with minimizing risk to principal.

C & B BALANCED PORTFOLIO
C & B Balanced Portfolio seeks 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 debt securities.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies
of the C & B Portfolios. For more information SEE "PRINCIPAL INVESTMENTS
AND RISKS OF THE PORTFOLIOS."

C & B EQUITY PORTFOLIO, C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS AND C & B
MID CAP EQUITY PORTFOLIO
Using the adviser's equity selection process, each portfolio invests
primarily in common stocks of companies that the adviser believes are
undervalued and possess strong financial positions and consistent and
predictable earnings growth.

C & B Equity Portfolio and C & B Equity Portfolio for Taxable Investors may
invest in companies of any size. C & B Mid Cap Equity Portfolio invests in
companies whose market capitalizations within the range of
<PAGE>

companies contained in the S&P MidCap 400 Index, at the time of investment.
In addition, the adviser will try to minimize tax consequences within C & B
Equity Portfolio for Taxable Investors by managing the amount of realized
gains. The adviser attempts to control the realized gains of the portfolio
by minimizing portfolio turnover (the frequency with which it buys and
sells securities). C & B Equity Portfolio for Taxable Investors 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 BALANCED PORTFOLIO

C & B Balanced Portfolio is designed to provide shareholders with a single
vehicle with which to participate in the adviser's equity and debt
strategies, combined with its asset allocation decisions. The total return
of the portfolio will consist of both income and capital appreciation,
although the relative proportions will vary according to the composition of
the portfolio.

The portfolio typically invests approximately 60% of its assets in equity
securities and 40% in debt securities. Using the equity selection process
described above, the portfolio may invest in equity securities of companies
of any size. The debt portion of the portfolio will primarily consist of
investment-grade debt securities with varying maturities and interest rate
schedules.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing
in the portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

C & B EQUITY PORTFOLIO, C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS AND C & B
MID CAP EQUITY PORTFOLIO
Since the portfolios invest mainly in equity securities, their principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity
<PAGE>

securities may lose value because of factors affecting the securities
markets generally, an entire industry or a particular company.

Investors in the C & B Mid Cap Equity Portfolio take on additional risks
that come with investing in stocks of smaller companies, which can be
riskier than investing in larger, more mature companies. Smaller companies
may be more vulnerable to adverse developments than larger companies
because they tend to have more narrow product lines and more limited
financial resources. Their stocks may trade less frequently and in limited
volume.

C & B BALANCED PORTFOLIO
To the extent C & B Balanced Portfolio invests in equity securities, its
Shareholders that invest in the portfolio take on the risks that come with
investing in equity securities discussed above.

To the extent the portfolio invests in debt securities, the value of its
investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities
to fall.

. A security's credit rating worsens or its issuer becomes unable to
honor its financial obligations.

Investors also run the risk that the portfolio will be more heavily
invested in one type of security when it would be better to invest in the
other type of security.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. There is no bar chart or table for C&B
Mid Cap Equity Portfolio because it does not have a full calendar year of
performance information. Past performance does not guarantee future
results.
<PAGE>

C & B EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 16.65% (2nd quarter 1997).
Lowest quarter: -13.83% (3rd quarter 1998).

* The portfolio began operations on 5/15/90. Index comparisons begin on
4/30/90.
</TABLE>

C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS

[BAR CHART APPEARS HERE]

Highest quarter: 17.30% (4th quarter 1998).
Lowest quarter: -12.84% (3rd quarter 1998).

<TABLE>
<S> <C> <C>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
</TABLE>
<PAGE>

1998*

<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------
C & B Equity Portfolio for Taxable Investors 9.38% 15.51%
--------------------------------------------------------------------------------
S&P 500 Index 28.60% 28.32%
</TABLE>

* The portfolio began operations jon 2/12/97. Index comparison begin on
1/31/97.

C & B BALANCED PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 10.97% (4th quarter 1990).
Lowest quarter: -6.67% (3rd quarter 1990).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
<S> <C> <C> <C>
----------------------------------------------------------------------------------
C & B Balanced Portfolio 8.36% 12.53% 11.86%
----------------------------------------------------------------------------------
S&P 500 Index 28.60% 24.05% 17.88%
----------------------------------------------------------------------------------
Lehman Government/Corporate Index 9.47% 7.30% 8.80%
----------------------------------------------------------------------------------
</TABLE>
<PAGE>

Composite Index+ 20.95% 17.35% 14.25%

+ The Composite Index is a hypothetical index of which 60% reflects S&P
500 Index and 40% the Lehman Brother Government/Corporate Index.

* the portfolio began operations on 12/29/89. Index comparisons begin on
12/31/89.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

FEES AND EXPENSES OF THE PORTFOLIO

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. This table is presented in the format required
by the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
C & B Equity
C & B Portfolio C & B Mid C & B
Equity for Taxable Cap Equity Balanced
Portfolio Investors Portfolio Portfolio
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (Fees Paid Directly From Your Account)
Redemption Fee
(as a percentage
of amount redeemed) -- 1.00%# -- --
-------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of
a Portfolio)
Management Fees 0.63% 0.63% 0.63% 0.63%
-------------------------------------------------------------------------------
Other Expenses 0.20% 3.86% 11.39% 0.68%
-------------------------------------------------------------------------------
Total Expenses 0.83% 4.49%* 12.02%* 1.31%*
</TABLE>

# Redemption fee applies to shares held for less than one year.

* Actual Fees and Expenses

The ratios stated in the table are higher than the expenses you would have
actually paid as an investor in these portfolios. Due to certain expense
limits by the adviser and expense offsets, investors in those portfolios
actually paid the total operating expenses listed in the table below
during the fiscal year ended October 31, 1998. The adviser may cancel its
expense limitation at any time.

<TABLE>
<CAPTION>
C & B Equity Portfolio C & B Mid Cap C & B Balanced
for Taxable Investors Equity Portfolio Portfolio
----------------------------------------------------------------------------------
<S> <C> <C> <C>
Actual Expenses 1.00% 1.00% 1.00%
</TABLE>

EXAMPLE

your shares at the end of those periods. The example also assumes that you
earned a 5% return on your investment each year and that you paid the total
expenses stated above (which do not reflect any expense limitations)
throughout the period of your investment.

This example reflects the gross expense ratio of the portfolios and not the
actual fees and expenses of the portfolios. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------
C & B Equity Portfolio $ 85 $ 265 $ 460 $1,025
-------------------------------------------------------------------------------
C & B Equity Portfolio for Taxable
Investors $ 450 $1,357 $2,274 $4,606
-------------------------------------------------------------------------------
C & B Mid Cap Equity Portfolio $1,160 $3,241 $5,040 $8,543
</TABLE>
<PAGE>

<TABLE>
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C & B Balanced Portfolio $133 $415 $718 $1,579
------------------------ ---- ---- ---- ------

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- -------------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
--------------------------------------------------------------------------------

By Mail Send a check or money order Send a check and, if possible,
and your account application the "Invest by Mail" stub
to the UAM Funds. Make checks that accompanied your
payable to "UAM Funds" (the statement to the UAM Funds.
UAM Funds will not accept Be sure your check identifies
third-party checks). clearly your name, account
number and the portfolio into
which you want to invest.
--------------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed account
application to the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number

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

By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to the
(Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel
or change it.
---------------------------------------------------------------------------------
Minimum $2,500-- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs
</TABLE>
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- ------------------------------------------------------------------------------

BY MAIL Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish to
redeem. Certain shareholders may have to include additional
documents.
-------------------------------------------------------------------------
BY You must first establish the telephone
TELEPHONE redemption privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.

EXCHANGING SHARES
- ------------------------------------------------------------------------------

TRANSACTION POLICIES
- ------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

You may buy, exchange or redeem shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy or
sell shares at the NAV on any given day, your financial intermediary must
receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription and
redemption requests, investment information, documentation and money to the
UAM Funds on time.

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that
were purchased by check, you will not receive your redemption proceeds
until the check has cleared, which may take up to 15 days. You may avoid
these delays by paying for shares with a certified check, bank check or
money order.

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of
a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

Normally, the portfolios distribute their net investment income quarterly.
In addition, they distribute any net capital gains once a year. The UAM
Funds will automatically reinvest dividends and distributions in additional
shares of the portfolio, unless you elect on your account application to
receive them in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------

The following is a summary of the federal income tax consequences of
investing in the UAM Funds. You may also have to pay state and local taxes
on your investment. You should always consult your tax advisor for specific
guidance regarding the tax effect of your investment in the UAM Funds.

TAXES ON DISTRIBUTIONS

The distributions of the portfolios will generally be taxable to
shareholders as ordinary income or capital gains (which may be taxable at
different rates depending on the length of time the portfolio held the
relevant assets). You will be subject to income tax on these distributions
regardless of whether they are paid in cash or reinvested in additional
shares. Once a year UAM Funds will send you a statement showing the types
and total amount of distributions you received during the previous year.

TAXES ON EXCHANGES AND REDEMPTIONS

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the C & B Portfolios may employ in seeking their objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find more information on
each portfolio's recent strategies and holdings in the current
annual/semi-annual report. The portfolio may change these strategies
without shareholder approval.

C & B EQUITY PORTFOLIO, C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS AND C & B
MID CAP EQUITY PORTFOLIO

C & B Equity Portfolio and C & B Equity Portfolio for Taxable Investors may
invest in equity securities of companies of any size. C & B Mid Cap Equity
Portfolio invests primarily in equity securities of companies whose market
capitalizations within the range of the companies contained in the S&P
MidCap 400 Index, at the time of investment. The portfolio will not
necessarily sell securities of companies whose capitalization drifts
outside of the target range. As of December 31, 1998, the S&P MidCap 400
Index had a weighted average market capitalization of $3.47 billion and was
comprised of companies with market capitalizations ranging from $243
million to $11.46 billion.

C & B Equity Portfolio for Taxable Investors attempts to minimize the
frequency with which it sells securities (i.e., portfolio turnover). A rate
of turnover of 100% would occur, for example, if the portfolio replaced all
of the securities it held within one year. As discussed under "Federal
Taxes," taxable gains realized from the sale of securities are distributed
to investors every year. The adviser attempts to reduce the amount of such
taxable gains by minimizing portfolio turnover. It is impossible to predict
the impact of such a strategy on the realization of gains or losses for the
portfolio. For example, the portfolio may forego the opportunity to realize
gains or reduce losses because of this policy. The adviser intends to
balance these tax considerations with portfolio trading needs and reserves
the right to engage in short-term trading if market conditions warrant such
trading.

EQUITY SECURITY SELECTION PROCESS

The adviser selects equity securities based on its analysis of a company's
financial characteristics, an assessment of the quality of a company's
management, and the implementation of valuation discipline. The adviser
<PAGE>

determines which companies are acceptable for investment by screening
criteria such as:

. High return on equity.

. Strong balance sheets.

. Industry leadership position.

. An ability to generate excess cash flow, and opportunities to reinvest
that cash at attractive rates of return.

. Excellent fixed cost coverage ratios.

. A dividend and/or share repurchase policy that is beneficial to
investors.

The adviser further narrows the universe of acceptable investments by
undertaking intensive on-site research, including interviews with top
management, to identify companies with strong management.

The adviser bases a common stock's value on the payment of a future stream
of anticipated dividends. Using a dividend discount analysis, the adviser
determines those stocks with the most attractive returns from this
universe. The adviser then compares the expected internal rate of return
for each company to the rate of return from intermediate-term U.S. Treasury
notes. The portfolio buys and sells equity securities depending on the
amount by which the expected rate of return of the security exceeds the
return of U.S. Treasury notes.

In addition, the adviser regularly reviews the investments of the
portfolio. The portfolio sells securities when the adviser believes:

. Believes they are no longer attractive because of price appreciation.

. The fundamental outlook of the company has changed significantly.

. Alternatives that are more attractive are available.

The adviser believes that the companies that survive its rigorous
evaluation process are high-quality, well-managed companies, which may be
less volatile than the stock market in difficult economic environments.
Generally, the adviser prefers to hold a smaller number of securities in
the portfolios, e.g., stocks of 25 to 40 companies. In this manner, the
adviser seeks to provide adequate diversification while allowing the
composition of the portfolios and performance to behave differently than
the overall market. Adherence to this philosophy has resulted in a pattern
of results quite different from that of the market. The adviser believes
that its emphasis on quality and low risk will protect the portfolios'
assets in down markets, while its insistence on stability of earnings and
dividends growth, financial strength, leadership position and strong cash
flow will produce competitive results in all but the most speculative
<PAGE>

markets. Over the long term, the adviser believes these factors should
result in superior returns with reduced risk.

EQUITY SECURITIES

C & B BALANCED PORTFOLIO

C & B Balanced Portfolio is designed to provide shareholders with a single
vehicle with which to participate in the adviser's equity and debt
strategies combined with its asset allocation decisions. The total return
of the portfolio will consist of both income and capital appreciation,
although the relative proportions of each will vary according to the
composition of the portfolio. Typically, the portfolio will invest 60% of
its assets in equity securities and 40% in debt securities, although the
adviser may vary the composition of the portfolio as market conditions
warrant. The portfolio will invest at least 25% of its total assets in
senior debt securities, including preferred stock. The debt portion of the
portfolio will primarily consist of investment-grade debt securities.

The adviser selects equity securities for the portfolio using the process
described above for the three other C&B Portfolios. C & B Balanced
Portfolio may invest in equity securities of companies of any size. The
portfolio usually holds bonds until maturity.

<PAGE>

RISKS OF INVESTING IN DEBT SECURITIES

A debt security is an interest bearing security that corporations and
governments use to borrow money from investors. The issuer of a debt
security promises to pay interest at a stated rate, which may be variable
or fixed, and to repay the amount borrowed at maturity (dates when debt
securities are due and payable). Debt securities include securities issued
by the corporations and the U.S. government and its agencies,
mortgage-backed and asset-backed securities (securities that are backed by
pools of loans or mortgages assembled for sale to investors), commercial
paper and certificates of deposit.

The concept of duration is useful in assessing the sensitivity of an income
fund to interest rate movements, which are the main source of risk for
almost all income funds. Duration measures price volatility by estimating
the change in price of a debt security for a 1% change in its yield. For
example, a duration of five means the price of a debt security will change
about 5% for every 1% change in its yield. Thus, the higher the duration,
the more volatile the security.

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up the price of the bond will go
down, and vice versa). Some types of debt securities are more affected by
changes in interest rates than others. For example, changes in rates may
cause people to pay off or refinance the loans underlying mortgage-backed
and asset-backed securities earlier or later than expected, which would
shorten or lengthen the maturity of the security. This behavior can
negatively affect the performance of a portfolio by shortening or
lengthening its average maturity and, thus, reducing its effective
duration. The unexpected timing of mortgage backed and asset-backed
prepayments caused by changes in interest rates may also cause the
portfolio to reinvest its assets at lower rates, reducing the yield of the
portfolio.

The credit rating or financial condition of an issuer may affect the value
of a debt security. Generally, the lower the quality rating of a security,
the greater the risk that the issuer will fail to pay interest fully and
return principal in a timely manner. To compensate investors for assuming
more risk, issuers with lower credit ratings usually offer their investors
higher "risk premium" in the form of higher interest rates than they would
find with a safer security, such as a U.S. Treasury security. However,
since the interest rate is fixed on a debt security at the time it is
purchased, investors reflect changes in confidence regarding the certainty
of interest and principal by adjusting the price they are willing to pay
for the security. This will affect the yield-to-maturity of the security.
If an issuer defaults or becomes unable to honor its financial obligations,
the bond may lose some or all of its value.

the issuer to pay interest and repay principal. If a security is not rated
or is rated under a different system, the adviser may determine that it is
of investment-grade. The adviser may retain securities that are downgraded,
if it believes that keeping those securities is warranted.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolios may invest in derivatives and may
deviate from their investment strategies from time to time. In addition,
they may employ investment practices that are not described in this
prospectus, such as foreign securities, repurchase agreements, when-issued
and forward commitment transactions, lending of securities, borrowing and
other techniques. For more information concerning the risks associated with
these investment practices, you should read the SAI.

DERIVATIVES

Each portfolio may buy and sell derivatives, including futures and options.
Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment
activities of a portfolio by investing up to 100% of its assets in a
variety of securities, such as U.S. government and other high quality and
short-term debt obligations. The adviser may temporarily adopt a defensive
position to reduce changes in the value of a portfolio's shares that may
result from adverse market, economic, political or other developments.

When the adviser pursues a defensive strategy, a portfolio may not profit
from favorable developments that it would have otherwise profited from if
it were pursuing its normal strategies. Likewise, these strategies may
prevent a portfolio from achieving its stated objectives.

YEAR 2000
- --------------------------------------------------------------------------------

Many computer programs in use today cannot distinguish the year 2000 from
the year 1900 because of the way they encode and calculate dates.
Consequently, these programs may not be able to perform necessary functions
and could disrupt the operations of the UAM Funds or financial markets in
general. The year 2000 issue affects all companies and organizations,
including those that provide services to the UAM Funds and those in which
the UAM Funds invest.
<PAGE>

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Cooke & Bieler, Inc., a Pennsylvania corporation located at 1700 Market
Street, Philadelphia, PA 19103, is the investment adviser to each of the
portfolios. The adviser manages and supervises the investment of each
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, foundations, endowments, pension and profit
sharing plans, trusts, estates and other institutions and individuals since
1951.

Set forth in the table below are the management fees the portfolios paid to
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the expenses of the portfolios to 1.00% of their average
net assets. To maintain this expense limit, the adviser may waive a portion
of its management fee and/or reimburse certain expenses of the portfolios.
The adviser intends to continue its expense limitation until further
notice.

<TABLE>
<CAPTION>
C & B Equity
Portfolio for C & B Mid Cap
C & B Equity Taxable Equity C & B Balanced
Portfolio Investors Portfolio Portfolio
% % % %
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management fees 0.63% 0.00%* 0.00%* 0.32%
</TABLE>

* The advisor waived its entire management fee.

PORTFOLIO MANAGERS

A team of investment professionals is primarily responsible for the
day-to-day management of the portfolios. Listed below are the investment
professionals
<PAGE>

of the adviser that comprise the team and a description of their business
experience during the past five years.

Name & Title Experience
---------------------------------------------------------------------------
John J. Medveckis A.B., University of Cincinnati.
Partner and Director He has been a member of the adviser
since 1973 and has managed the portfolios since
inception.
---------------------------------------------------------------------------
R. James O'Neil B.A., cum laude, Colby College.
Vice President M.B.A., Harvard University.
He is a Chartered Financial Analyst. Mr. O'Neil
has been a member of the firm since 1988 and he
has been a Vice President since before 1994.
---------------------------------------------------------------------------
Peter A. Thompson B.A., Princeton University
Vice President M.B.A., Colgate Darden School of
Business Administration. He has been a member of
the adviser since 1989 and has been a Vice
President since before 1994.
---------------------------------------------------------------------------
Michael M. Meyer B.A., cum laude, Davidson College.
Associate M.B.A., The Wharton School, University of
Pennsylvania.
He has been a member of the adviser since 1993 He
is a Chartered Financial Analyst. Mr. Meyer has
been a member of the adviser since 1993 and he has
been an associate of the adviser since before
1994.
---------------------------------------------------------------------------
Kermit S. Eck B.S., Montana State University.
Vice President M.B.A., Stanford University.
He is a Chartered Financial Analyst. Mr. Eck has
been a member and Vice President of the firm since
1993.
---------------------------------------------------------------------------
James R. Norris B.A.S., Guilford College.
Principal M.B.A., University of North Carolina.
Mr. Norris joined the adviser in March 1998 as a
Vice President. Mr. Norris was co-chief Investment
Officer from September 1997 to March 1998 at
Sturdivant & Co. From May 1998 to September 1997,
he was a Senior Vice President of Equity Portfolio
Management at Sterling Capital Management.

<PAGE>

---------------------------------------------------------------------------
Mehul Trivedi B.S. and B.A., University of Pennsylvania.
Research Associate M.B.A., The Wharton School, University of
Pennsylvania.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The
financial highlights table comes from the financial statements of the
portfolios and reflects the financial results for a single portfolio share.
The total returns in the table represent the rate that an investor would
have earned on an investment in the portfolios (assuming reinvestment of
all dividends and distributions). PricewaterhouseCoopers LLP has audited
the financial statements of the portfolios. The financial statements and
the unqualified opinion of PricewaterhouseCoopers LLP are included in the
annual report of the portfolios, which is available upon request.

<TABLE>
<CAPTION>
C & B EQUITY PORTFOLIO
- -----------------------------------------------------------------------------------------------------------
Fiscal Year Ended October
31, 1998 1997 1996 1995 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Year $ 16.71 $ 17.89 $ 15.68 $ 13.13 $ 13.06
------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.18 0.25 0.36 0.34 0.31
Net Gains or Losses on
Securities (Realized
and Unrealized) 0.76 3.82 2.94 2.55 0.28
-------------------------------------------------------------------------------------------------------
Total From Investment
Operations 0.94 4.07 3.30 2.89 0.59
-------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net
Investment Income) (0.19) (0.26) (0.35) (0.34) (0.30)
Distributions (From
Capital Gains) (3.88) (4.99) (0.74) -- (0.18)
In Excess of Net
Realized Gain -- -- -- -- (0.04)
-------------------------------------------------------------------------------------------------------
Total Distributions (4.07) (5.25) (1.09) (0.34) (0.52)
-------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 13.58 $ 16.71 $ 17.89 $ 15.68 $ 13.13
=======================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
Total Return 6.56% 30.43% 21.99% 22.28% 4.67%
======================================================================================================
<S> <C> <C> <C> <C> <C>
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $ 159,256 $ 149,848 $ 169,044 $ 2 45,813 $ 208,937
Ratio of Expenses to
Average Net Assets 0.83% 0.83% 0.81% 0.79% 0.82%
Ratio of Net Investment
Income to Average Net
Assets 1.26% 1.47% 1.92% 2.35% 2.39%
Portfolio Turnover Rate 43% 55% 29% 42% 46%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
C & B EQUITY PORTFOLIO FOR TAXABLE INVESTORS
- --------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997#
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Year $ 11.45 $ 10.00
---------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.14 0.11
Net Gains or Losses on Securities (Realized and Unrealized) 0.79@ 1.44
---------------------------------------------------------------------------------------------------------------
Total From Investment Operations 0.93 1.55
---------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.15) (0.10)
---------------------------------------------------------------------------------------------------------------
Total Distributions (0.15) (0.10)
---------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 12.23 $ 11.45
===============================================================================================================
Total Return+ 8.16% $ 15.54%**
===============================================================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $ 3,492 $ 993
Ratio of Expenses to Average Net Assets 1.01% 1.00%*
Ratio of Net Investment Income to Average Net Assets 1.24% 1.57%*
Portfolio Turnover Rate 49% 3%
</TABLE>

<TABLE>
<CAPTION>
C & B MID CAP EQUITY PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------

Fiscal Year Ended October 31, 1998++
-----------------------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Year $ 10.00
-----------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.05
Net Gains or Losses on Securities (Realized and Unrealized) (0.32)
-----------------------------------------------------------------------------------------------------------------
Total From Investment Operations (0.27)
-----------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.04)
-----------------------------------------------------------------------------------------------------------------
Total Distributions (0.04)
-----------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 9.69
=================================================================================================================
Total Return+ (2.71)%**
=================================================================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $ 1,033
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Ratio of Expenses to Average Net Assets 1.01%*
Ratio of Net Investment Income to Average Net Assets 0.86%*
Portfolio Turnover Rate 37%
</TABLE>

# For the period February 12, 1997 (commencement of operations) to
October 31, 1997. ++ For the period February 18, 1998 (commencement of
operations) to October 31, 1998.
@ The amount shown for the year ended October 31, 1998, for a share
outstanding throughout the year does not agree with the amount of
aggregate net gains on investments for the year because of the timing
of sales and repurchases of the portfolio shares in relation to
fluctuating market value of the investments in the portfolio.
+ Total return would have been lower had certain fees not been waived
and expenses assumed by the adviser and its affiliates during the
period indicated.
* Annualized.
** Not Annualized.

<PAGE>

<TABLE>
<CAPTION>
C & B Balanced Portfolio
- ------------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 13.75 $ 12.94 $ 13.13 $ 11.86 $ 12.68
-------------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.41 0.42 0.45 0.52 0.48
Net Gains or Losses on Securities
(Realized and Unrealized) 0.66 1.98 1.29 1.51 (0.39)
-------------------------------------------------------------------------------------------------------------------
Total From Investment Operations 1.07 2.40 1.74 2.03 0.09
-------------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment
Income) (0.41) (0.44) (0.45) (0.52) (0.47)
Distributions (From Capital
Gains) (1.57) (1.15) (1.48) (0.24) (0.44)
-------------------------------------------------------------------------------------------------------------------
Total Distributions (1.98) (1.59) (1.93) (0.76) (0.91)
-------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $ 12.84 $ 13.75 $ 12.94 $ 13.13 $ 11.86
===================================================================================================================
Total Return+ 8.56% 20.39% 14.70% 17.83% 0.74%
===================================================================================================================
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $ 20,313 $ 24,066 $ 22,629 $24,146 $32,077
Ratio of Expenses to Average
Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of Net Investment
Income to Average Net Assets 2.97% 3.20% 3.51% 3.80% 3.84%
Portfolio Turnover Rate 24% 35% 21% 22% 24%
</TABLE>

<PAGE>

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the period
indicated.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
C&B Equity Portfolio CBEQX 902555606 632
----------------------------------------------------------------------------------------------
C&B Equity Portfolio for Taxable Investors N/A 902555390 633
----------------------------------------------------------------------------------------------
C&B Mid Cap Equity Portfolio N/A 902555382 634
----------------------------------------------------------------------------------------------
C&B Balanced Portfolio CBBAX 902555507 631
</TABLE>
<PAGE>

The C & B Portfolios

For investors who want more information about the C & B Portfolios, the
following documents are available upon request.

Annual/Semi-Annual Reports
The annual and semi-annual reports of C & B Portfolios provide additional
information about their investments. In each annual report, you will also
find a discussion of the market conditions and investment strategies that
significantly affected the performance of the C & B Portfolios during the
last fiscal year.

Statement of Additional Information
The SAI contains additional detailed information about the C & B Portfolios
and is incorporated by reference into (legally part of) this prospectus.

How to Get More Information

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is
811-5683.
<PAGE>

UAM FUNDS

Funds for the Informed Investor(SM)

THE DSI PORTFOLIOS

INSTITUTIONAL CLASS PROSPECTUS

DSI Small Cap Value Portfolio
DSI Disciplined Value Portfolio
DSI Balanced Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................. 1

What are the Objectives of the Portfolios?....................... 1
What are the Principal Investment Strategies of the Portfolios?.. 1
What are the Principal Risks of the PortfolioS?.................. 2
How have the Portfolios Performed?............................... 4
What are the Fees and Expenses of the Portfolios?................ 7

INVESTING WITH THE UAM FUNDS...................................... 9

Buying Shares.................................................... 9
Redeeming Shares................................................. 11
Exchanging Shares................................................ 11
Transaction Policies............................................. 11

ACCOUNT POLICIES.................................................. 14

Small Accounts................................................... 14
Distributions.................................................... 14
Federal Taxes.................................................... 14

FUND DETAILS...................................................... 16

Principal Investments and Risks of The Portfolios................ 16
Other Investment Practices and Strategies........................ 20
Year 2000........................................................ 21
Investment Management............................................ 22
Shareholder Servicing Arrangements............................... 28

FINANCIAL HIGHLIGHTS.............................................. 30

DSI Disciplined Value Portfolio.................................. 30
DSI Balanced Portfolio........................................... 32
DSI Limited Maturity Bond Portfolio.............................. 32
DSI Money Market Portfolio....................................... 34
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the DSI Portfolios. The DSI
Portfolios cannot guarantee they will meet their investment objectives. Only
DSI Small Cap Value Portfolio may change its investment objective without
shareholder approval.

DSI SMALL CAP VALUE PORTFOLIO

DSI Small Cap Value Portfolio seeks maximum capital appreciation consistent
with reasonable risk to principal by investing in primarily smaller
capitalized companies.

DSI DISCIPLINED VALUE PORTFOLIO

DSI Disciplined Value Portfolio seeks maximum long-term total return
consistent with reasonable risk to principal through diversified equity
investments.

DSI BALANCED PORTFOLIO

DSI Balanced Portfolio seeks maximum long-term capital growth consistent with
reasonable risk to principal by investing in a diversified portfolio of
equity, primarily investment-grade debt and money market securities.

DSI LIMITED MATURITY BOND PORTFOLIO

DSI Limited Maturity Bond Portfolio seeks maximum total return consistent with
reasonable risk to principal by investing in investment-grade debt securities

DSI MONEY MARKET PORTFOLIO

DSI Money Market Portfolio seeks 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 U.S. government, as well as repurchase
agreements collateralized by such securities.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
the DSI Portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIOS."
<PAGE>

DSI SMALL CAP VALUE PORTFOLIO

Normally, DSI Small Cap Value Portfolio invests at least 65% of its assets in
equity securities of companies whose market capitalization falls within the
range of the Russell 2000 Index.

DSI DISCIPLINED VALUE PORTFOLIO

DSI Disciplined Value Portfolio invests primarily in common stocks of mid to
large market capitalization companies. The adviser selects securities for the
portfolios using a bottom-up selection process that focuses upon stocks of
statistically undervalued yet sound companies that are likely to show
improving fundamental prospects. The adviser looks for companies that possess
an identifiable catalyst for change.

DSI LIMITED MATURITY BOND PORTFOLIO

DSI Limited Maturity Bond Portfolio invests primarily in investment-grade debt
securities. The adviser expects to manage the portfolio actively by
identifying sectors or securities in the market that are inefficiently valued.
The portfolio will maintain an average weighted maturity of less than six
years.

DSI BALANCED PORTFOLIO

DSI Balanced Portfolio typically invests 60% of its assets in equity
securities and 40% in debt securities. The adviser selects equity securities
for the portfolio using the same approach that it uses for DSI Disciplined
Value Portfolio and it chooses debt securities for the portfolio using the
approach it follows for DSI Limited Maturity Bond Portfolio.

DSI MONEY MARKET PORTFOLIO

DSI Money Market Portfolio invests in high quality short-term instruments that
(1) the adviser has determined present minimal credit risks and (2) are
eligible securities under Rule 2a-7 of the Investment Company Act of 1940 at
the time of acquisition. The portfolio is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Although the portfolio seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the portfolio.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing in
the portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:
<PAGE>

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

DSI DISCIPLINED VALUE AND SMALL CAP VALUE PORTFOLIOS

Since the portfolios invest mainly in equity securities, their principal risks
are those of investing in equity securities, which may include sudden,
unpredictable drops in value or long periods of decline in value. Equity
securities may lose value because of factors affecting the securities markets
generally, an entire industry or a particular company.

DSI Disciplined Value and Small Cap Value Portfolios are value oriented and
may not perform as well as certain other types of equity mutual funds during
periods when value stocks are out of favor.

Investors in DSI Small Cap Value Portfolio take on additional risks that come
with investing in stocks of smaller companies, which can be riskier than
investing in larger, more mature companies. Smaller companies may be more
vulnerable to adverse developments than larger companies because they tend to
have more narrow product lines and more limited financial resources. Their
stocks may trade less frequently and in limited volume.

DSI LIMITED MATURITY

Since the portfolio invests in debt securities, the value of its investments
could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

DSI BALANCED PORTFOLIO

To the extent DSI Balanced Portfolio invests in equity and debt securities,
its shareholders will take on the risks that come with investing in those
types of securities. Investors also run the risk that the portfolio will be
more heavily invested in one type of security when it would be better to
invest in the other type of security.

DSI MONEY MARKET PORTFOLIO

The portfolio invests primarily in debt securities. Therefore, the value of
your investment may decline because of a change in interest rates or a default
on a security. The rate of income of the portfolio will vary from day to day
depending on short-term interest rates. The portfolio seeks to maintain a
<PAGE>

stable net asset value (NAV) of $1.00 per share, but cannot guarantee that it
you will not lose money.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of each
portfolio other than DSI Small Cap Value and Balanced Portfolios has varied
from year to year. The following bar charts show the investment returns of
each portfolio for each calendar year since its first full calendar year. The
table following each bar chart compares each portfolio's average annual
returns for the periods indicated to those of a broad-based securities market
index. There is no performance bar chart or table for DSI Small Cap Value
Portfolio because it does not have a full calendar year of performance
information. Past performance does not guarantee future results.

DSI DISCIPLINED VALUE PORTFOLIO

[CHART APPEARS HERE]

Highest quarter: 15.70% (2nd quarter 1997).

Lowest quarter: -15.96% (3rd quarter 1990).

* The portfolio began operations on 12/12/89. Index comparisons begin on
11/30/89.
<PAGE>

DSI BALANCED PORTFOLIO

[CHART APPEARS HERE]

Highest quarter: 8.82% (1st quarter 1998).

Lowest quarter: 5.79% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
---------------------------------------------------------------------------------------
<S> <C> <C>
DSI Balanced Portfolio 9.41% 10.17%
---------------------------------------------------------------------------------------
S&P 500 Index 28.60% 28.60%
---------------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index 8.69% 8.69%
---------------------------------------------------------------------------------------
U.S. 3-Month Treasury Bill Average 4.88% 4.88%
---------------------------------------------------------------------------------------
Balanced Index+ 18.45% 18.45%
</TABLE>

* The portfolio began operations on 12/22/97. Index comparisons begin on
12/31/97.

+ Balanced Index is a combined index of which 50% reflects S&P 500 Index, 30%
the Lehman Brothers Aggregate Index and 5% the U.S. 3-Month Treasury Bill
Average.
<PAGE>

DSI LIMITED MATURITY BOND PORTFOLIO

[CHART APPEARS HERE]

Highest quarter: 5.47% (4th quarter 1991).

Lowest quarter: -1.94% (1st quarter 1994).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year 5 Years Since Inception*
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DSI Limited Maturity Bond Portfolio 5.38% 5.30% 6.61%
-----------------------------------------------------------------------------------------------------------------------
Merrill Lynch 1-4.99 Year Corporate/Government Bond Index 0.68% 7.28% 7.55%
-----------------------------------------------------------------------------------------------------------------------
Lipper 1-5 Year Short Investment Grade Debt Funds Average 7.02% 5.96% 7.18%
</TABLE>

* The portfolio began operations on 12/18/89. Index comparisons begin on
12/31/89.

DSI MONEY MARKET PORTFOLIO

[CHART APPEARS HERE]

Highest quarter: 1.95% (3rd quarter 1990).

Lowest quarter: 0.64% (1st quarter 1993).

For the current 7-day yield of the DSI Money Market Portfolio please call
(toll free) 1-877-UAM LINK (826-5465)
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. This table is presented in the format required by
the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
Limited
Small Cap Disciplined Maturity Money
Value Value Bond Balanced Market
Portfolio+ Portfolio Portfolio Portfolio Portfolio
---------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Management Fees 0.85% 0.75% 0.45% 0.45% 0.40%
-----------------------------------------------------------------------------------------------------
Other Expenses 0.55% 0.29% 0.52% 0.37% 0.19%
-----------------------------------------------------------------------------------------------------
Total Expenses 1.40%* 1.04% 0.97% 0.82%* 0.59%*
</TABLE>

+ Since the portfolio is new, it has estimated its expenses for its fiscal
year ending October 31, 1999. For purposes of estimating its expenses, the
portfolio assumed its average daily assets would be $25 million.

* Actual Fees and Expenses

The ratios stated in the table are higher than the expenses you would have
actually paid as an investor in the portfolio. Due to fee waivers by the
adviser for DSI Money Market Portfolio and expense offsets for all of the
portfolios, investors the DSI Money Market and Balanced Portfolios actually
paid the following operating expenses table below during the fiscal year ended
October 31, 1998. Due to fee waivers by the advisors, DSI Small Cap Value
Portfolio expects its investors to pay the amount listed in the table below
during the fiscal year ending October 31, 1999. The adviser may cancel its
expense limitations at any time.

<TABLE>
<CAPTION>
Small Cap Value Money Market
Portfolio Balanced Portfolio Portfolio
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Actual Expenses 1.30% 0.73% 0.36%
</TABLE>
<PAGE>

EXAMPLE

This example can help you to compare the cost of investing in these portfolios
to the cost of investing in other mutual funds. The example assumes you
invest $10,000 in a portfolio for the periods shown and then redeem all of
your shares at the end of those periods. The example also assumes that you
earned a 5% return on your investment each year and that you paid the total
expenses stated above (which do not reflect any expense limitations)
throughout the period of your investment.

This example reflects the gross expense ratio of the portfolios and not the
actual fees and expenses of the portfolios. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small Cap Value Portfolio $143 $443 N/A N/A
---------------------------------------------------------------------------------------------
Disciplined Value Portfolio $106 $331 $574 $1,271
---------------------------------------------------------------------------------------------
Limited Maturity Bond Portfolio $ 99 $309 $536 $1,190
---------------------------------------------------------------------------------------------
Balanced Portfolio $ 84 $262 $455 $1,014
</TABLE>
<PAGE>

<TABLE>
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Portfolio $60 $189 $329 $738
</TABLE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
By Mail Send a check or money order Send a check and, if possible,
and your account application the "Invest by Mail" stub that
to the UAM Funds. Make checks accompanied your statement to
payable to "UAM Funds" (the UAM the UAM Funds. Be sure your
Funds will not accept third-party check identifies clearly your
checks). name, account number and the
portfolio into which you want
to invest.

---------------------------------------------------------------------------
By Wire Call the UAM Funds for an account Call the UAM Funds to get a
number and wire control number wire control number and wire
and then send your completed your money to the UAM Funds.
account application to the UAM
Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number

---------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment completed application to the
Plan (Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM
Funds. Allow up to 15 days to
create the plan and 3 days to
cancel or change it.

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

Minimum $2,500 -- regular accounts $100
Investments $500 -- IRAs
$250 -- spousal IRAs
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, read the prospectus of the UAM Fund for
which you want to exchange, which you may obtain from the UAM Funds. You
may not exchange shares represented by certificates over the telephone. You
may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. To receive the NAV of DSI Money Market Portfolio on any given
day, the UAM Funds must accept your order by 12:00 noon (Eastern Time). To
receive the NAV of any other portfolio on any given day, the UAM Funds must
accept your order by the close of trading on the NYSE that day. Otherwise,
you will receive the NAV that is calculated on the close of trading on the
following day. The UAM Funds are open for business on the same days as the
NYSE, which is closed on weekends and certain holidays.
<PAGE>

Buying Or Selling Shares Through A Financial Intermediary

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their
assets, subtracting their liabilities and then dividing the result by the
number of shares outstanding. The UAM Funds value their investments with
readily available market quotations at market value. Investments that do
not have readily available market quotations are valued at fair value,
according to guidelines established by the UAM Funds. The UAM Funds may
also value securities at fair value when events occur that make established
valuation methods (such as stock exchange closing prices) unreliable. The
UAM Funds value debt securities that will mature in 60 days or less
amortized cost, which approximates market value. DSI Money Market Portfolio
values its assets at amortized cost.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value
of your account falls below 50% of the required minimum initial investment,
but not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and
certain other accounts.

DISTRIBUTIONS
- --------------------------------------------------------------------------------
DSI Money Market Portfolio declares daily and distributes monthly its net
investment income. The other DSI Portfolios normally distribute their net
investment income monthly. In addition, all of the DSI Portfolios
distribute any net capital gains once a year. The UAM Funds will
automatically reinvest dividends and distributions in additional shares of
the portfolio, unless you elect on your account application to receive them
in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of
investing in these portfolios. You may also have to pay state and local
taxes on your investment. You should always consult your tax advisor for
specific guidance regarding the tax effect of your investment in the UAM
Funds.

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

them. (To aid in computing your tax basis, you generally should retain your
account statements for the periods during which you held shares.) Any loss
realized on shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gain dividends that were
received with respect to the shares.

To the extent a portfolio invests in foreign securities, it may be subject
to foreign withholding taxes with respect to dividends or interest the
portfolios received from sources in foreign countries. The portfolios may
elect to treat some of those taxes as a distribution to shareholders, which
would allow shareholders to offset some of their U.S. federal income tax.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the DSI Portfolios may employ in seeking their objectives. This discussion
is in addition to the discussion set forth in the "PORTFOLIO SUMMARY." For
more information concerning these investment practices and their associated
risks, please read the "PORTFOLIO SUMMARY" and the statement of additional
information (SAI). You can find information on the portfolio's recent
strategies and holdings in its current annual/semi-annual report. The
portfolio may change these strategies without shareholder approval.

DSI SMALL CAP VALUE AND DSI DISCIPLINED VALUE PORTFOLIOS

DSI Small Cap Value Portfolio normally invests at least 65% of its assets
in equity securities of companies whose market capitalization falls within
the range of the Russell 2000 Index. As of December 31, 1998, the Russell
2000 Index had a weighted average market capitalization of $880 million and
consisted of companies with market capitalizations from $4.4 million to
$3.21 billion.

DSI Disciplined Value Portfolio normally invests at least 80% of its assets
in equity securities (primarily in common stocks) of mid to large market
capitalization companies. DSI Disciplined Value 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. The
adviser selects securities for the portfolios using a bottom-up selection
process that focuses upon stocks of statistically undervalued yet sound
companies that are likely to show improving fundamental prospects with an
identifiable catalyst for change. The catalysts may include any of the
following: improving fundamentals; a new product; new management; industry
or company restructuring; a strategic acquisition; regulatory changes, etc.
Using quantitative screening parameters such as relative price/ earnings
ratio, relative dividend yield, relative price to book ratio, debt-adjusted
price to sales and other financial ratios, the advisor identifies
potentially undervalued securities. These securities are also screened by
"earnings per share" revisions, which measure the change in earnings
estimate expectations. The adviser additionally narrows the list of stocks
using fundamental security analysis, which may include on-site visits,
outside research and analytical judgment.

The portfolio will sell a stock for the following reasons:

. It reaches the target price set by the adviser.
<PAGE>

. The adviser decides the stock is statistically overvalued using the
same quantitative screens it analyzed in the selection process.

. the earnings expectations or fundamental outlook for the company have
deteriorated.

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%).

Equity Securities

Undervalued companies may have experienced adverse business developments or
other events that have caused their stocks to be out of favor. If the
adviser's assessment of a company is wrong, or if the market does not
recognize the value of the company, the price of its stock may fail to meet
expectations and the portfolio's share price may suffer. A value-oriented
portfolio may not perform as well as certain other types of mutual funds
during periods when value stocks are out of favor.

DSI LIMITED MATURITY BOND PORTFOLIO

DSI Limited Maturity Bond Portfolio seeks to achieve its objective by
investing primarily in investment-grade debt securities. The portfolio will
only invest in municipal bonds it expects the return to be greater than
or
<PAGE>

equal to a taxable investment. The portfolio normally invests at least 80%
of its assets in debt securities.

Although the adviser intends to invest the assets of the portfolio in the
investment-grade debt securities, it may also invest up to 10% of the
assets of the portfolio in below investment-grade debt securities,
preferred stocks and convertible securities. In the case of convertible
securities, the portfolio may exercise the conversion privilege, but will
sell the common stocks its receives. The adviser expects to manage the
portfolio actively and add value by selecting debt securities in sectors
that its analytical tools identify as undervalued, compared to the market,
and meet its criteria in terms of cash flow, credit prospects and market
liquidity. The adviser sell securities in the portfolio using the same
tools to identify significantly overvalued securities in sectors due to
changes in market conditions or changes specific to an individual security.
In general, the adviser does not rely on interest rate forecasts as a tool
to indicate purchase or sale of securities.

Debt Securities

A debt security is an interest bearing security that corporations and
governments use to borrow money from investors. The issuer of a debt
security promises to pay interest at a stated rate, which may be variable
or fixed, and to repay the amount borrowed at maturity (dates when debt
securities are due and payable). Debt securities include securities issued
by the corporations and the U.S. government and its agencies, mortgage-
backed and asset-backed securities (securities that are backed by pools of
loans or mortgages assembled for sale to investors), Yankee bonds,
commercial paper and certificates of deposit.

reducing its effective duration. The unexpected timing of mortgage backed
and asset-backed prepayments caused by changes in interest rates may also
cause the portfolio to reinvest its assets at lower rates, reducing the
yield of the portfolio.

A security rated within the four highest rating categories by a rating
agency is called investment-grade because its issuer is more likely to pay
interest and repay principal than an issuer of a lower rated bond. Adverse
economic conditions or changing circumstances, however, may weaken the
capacity of the issuer to pay interest and repay principal. If a security
is not rated or is rated under a different system, the adviser may
determine that it is of investment-grade. The adviser may retain securities
that are downgraded, if it believes that keeping those securities is
warranted.

DSI BALANCED PORTFOLIO

DSI Balanced Portfolio seeks to achieve its objective by investing in a
diversified portfolio of equity, primarily investment-grade debt and money
market securities. It is designed to provide shareholders with a single
vehicle with which to participate in the adviser's equity and debt
strategies combined with the adviser's asset allocation decisions.

The portfolio normally invests 40%-75% of its assets in equity securities,
25% to 60% of its assets in debt-securities and up to 25% in cash and cash
equivalents. Within those ranges, the adviser can vary the composition of
the portfolio as and on average intends to invest 60% of its assets in
equity securities and 40% in debt securities. The portfolio will invest at
least 25% of its total assets in senior debt securities, including
preferred stock. The debt 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.

The adviser selects equity, debt and money market securities for the
portfolio using approaches similar to those it uses for DSI Disciplined
Value, Limited Maturity Bond and Money Market Portfolios.
<PAGE>

DSI MONEY MARKET PORTFOLIO

DSI Money Market Portfolio invests in securities that (1) the adviser has
determined present minimal credit risks and (2) are eligible securities
under Rule 2a-7 of the Investment Company Act of 1940 at the time of
acquisition. The portfolio will also comply with the diversification
requirements of Rule 2a-7. Consequently, the portfolio presently invests in
instruments that mature within 397 days and maintain an average weighted
maturity of 90 days or less. The portfolio will invest in U.S. dollar-
denominated certificates of deposit, and bankers' acceptances, commercial
paper (including variable amount master demand notes), short-term corporate
obligations, U.S. government securities, and repurchase agreements.

FOREIGN INVESTMENTS

Each portfolio will invest the majority of its assets in U.S. dollar
denominated securities. Using the same credit quality standards applied to
domestic securities, DSI Small Cap Value, Disciplined Value and Limited
Maturity Bond Portfolios also may invest in foreign securities. The foreign
investments of DSI Disciplined Value Portfolio are limited to 20% of its
assets. Foreign securities, especially those of companies in emerging
markets, can be riskier and more volatile than domestic securities. Adverse
political and economic developments or changes in the value of foreign
currency can make it harder for a portfolio to sell its securities and
could reduce the value of your shares. Changes in tax and accounting
standards and difficulties obtaining information about foreign companies
can negatively affect investment decisions.

In January 1999, certain European nations began to use the new European
common currency, called the Euro. The nations that use the Euro will have
the same monetary policy regardless of their domestic economy, which could
have adverse effects on those economies. In addition, the method by which
the conversion to the Euro is implemented could negatively affect the
investments of a portfolio.

DERIVATIVES

Each portfolio, except DSI Money Market Portfolio, may buy and sell
derivatives, including futures and options. Derivatives are often more
volatile
<PAGE>

than other investments and may magnify a portfolio's gains or losses. A
portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

PORTFOLIO TURNOVER

The portfolios may buy and sell investments relatively often. Such a
strategy often involves higher expenses, including brokerage commissions,
and may increase the amount of capital gains (and, in particular, short-
term gains) realized by a portfolio. Shareholders must pay tax on such
capital gains.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Dewey Square Investors Corporation, located at One Financial Center,
Boston, Massachusetts 02111, is the investment adviser to each of the
portfolios. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, foundations, endowments, pension and profit
sharing plans, trusts, estates and other institutions and individuals since
1984.

Set forth in the table below are the management fees each portfolio other
than DSI Small Cap Value Portfolio paid to the adviser during the fiscal
year ended October 31, 1998, expressed as a percentage of average net
assets. Pursuant to its Investment Advisory Agreement, DSI Small Cap Value
Portfolio pays the adviser a fee at the annual rate of 0.75% of its average
net assets. In addition, the adviser has voluntarily agreed to limit its
management fee for DSI Small Cap Value Portfolio and DSI Money Market
Portfolio to 0.85% and 0.18% of average net assets, respectively. The
adviser intends to continue to limit its fees until further notice.

<TABLE>
<CAPTION>
DSI Limited
DSI Disciplined Maturity Bond DSI Balanced DSI Money Market
Value Portfolio Portfolio Portfolio Portfolio
-------------------------------------------------------------------------
<S> <C> <C> <C>
0.75% 0.45% 0.36% 0.40%
</TABLE>

PORTFOLIO MANAGERS

Listed below are 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.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE DSI PORTFOLIOS

Institutional Service Class Prospectus

DSI Disciplined Value Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................................ 1

What are the Objectives of the Portfolio?..................................... 1
What are the Principal Investment Strategies of the Portfolio?................ 1
What are the Principal Risks of the Portfolio?................................ 2
How has the Portfolio Performed?.............................................. 2
What are the Fees and Expenses of the Portfolio?.............................. 4

INVESTING WITH THE UAM FUNDS..................................................... 5

Buying Shares................................................................. 5
Redeeming Shares.............................................................. 7
Exchanging Shares............................................................. 7
Transaction Policies.......................................................... 7

ACCOUNT POLICIES................................................................ 10

Small Accounts............................................................... 10
Distributions................................................................ 10
Federal Taxes................................................................ 10

FUND DETAILS.................................................................... 12

Principal Investments and Risks of the Portfolios............................ 12
Other Investment Practices and Strategies.................................... 13
Year 2000.................................................................... 14
Investment Management........................................................ 15
Shareholder Servicing Arrangements........................................... 18

FINANCIAL HIGHLIGHTS............................................................ 20
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
DSI Disciplined Value Portfolio seeks maximum long-term total return
consistent with reasonable risk to principal through diversified equity
investments. The DSI Disciplined Value Portfolio cannot guarantee it will
meet its investment objectives. The portfolio may not change its investment
objective without shareholder approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE
- --------------------------------------------------------------------------------
<PAGE>

PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
of the DSI Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIO."

DSI Disciplined Value Portfolio invests primarily in common stocks of mid
to large market capitalization companies. The adviser selects securities
for the portfolios using a bottom-up selection process that focuses upon
stocks of statistically undervalued yet sound companies that are likely to
show improving fundamental prospects. The adviser looks for companies that
possess an identifiable catalyst for change.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing
in the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

DSI DISCIPLINED VALUE PORTFOLIO

Since the portfolio invests mainly in equity securities, their principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular
company.

DSI Disciplined Value Portfolio is value oriented and may not perform as
well as certain other types of equity mutual funds during periods when
value stocks are out of favor.

HOW HAS THE PORTFOLIO PERFORMED?
- --------------------------------------------------------------------------------
The bar chart and table below illustrate how the performance of the
portfolio has varied from year to year. The following bar chart shows the
investment
<PAGE>

returns of the portfolio for each calendar year since its first full
calendar year. The table following the bar chart compares the portfolio's
average annual returns for the periods indicated to those of a broad-based
securities market index. Past performance does not guarantee future
results.

[BAR CHART APPEARS HERE]

Highest quarter: 14.59% (1st quarter 1998).
Lowest quarter: -13.52% (3rd quarter 1998).

Average annual return for periods ended 12/31/98 1 Year Since Inception*
---------------------------------------------------------------------------
DSI Disciplined Value Portfolio 9.87% 13.02%
---------------------------------------------------------------------------
S&P 500 Index 28.60% 28.25%

* The portfolio began operations on 5/23/97. Index comparisons began on
5/30/97.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio.

---------------------------------------------------------------------------
Management Fees 0.75%
---------------------------------------------------------------------------
Service (12b-1) Fees 0.25%
---------------------------------------------------------------------------
Other Expenses 0.29%
---------------------------------------------------------------------------

Total Expenses 1.29%

EXAMPLE

Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------
$131 $409 $708 $1,556
<PAGE>

INVESTING WITH THE UAM FUNDS

Buying Shares
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------------
<S> <C> <C>
By Mail Send a check or money Send a check and, if
order and your account possible, the "Invest by
application to the UAM Mail" stub that accompanied
Funds. Make checks your statement to the UAM
payable to "UAM Funds" Funds. Be sure your check
(the UAM Funds will not identifies clearly your
accept third-party name, account number and
checks). the portfolio into which
you want to invest.
---------------------------------------------------------------------------------
By Wire Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and
wire control number and wire your money to the UAM
then send your completed Funds.
account application to
the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to
(Via ACH) the UAM Funds. To cancel
or change a plan, write
to the UAM Funds. Allow
up to 15 days to create
the plan and 3 days to
cancel or change it.
---------------------------------------------------------------------------------
Minimum $2,500 -- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs
</TABLE>
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

EXCHANGING SHARES
- --------------------------------------------------------------------------------

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolio calculates its NAV as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain
holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

DISTRIBUTIONS
- --------------------------------------------------------------------------------
Normally, the portfolio distributes its net investment income quarterly. In
addition, it distributes any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional
shares of the portfolio, unless you elect on your account application to
receive them in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

realized on shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gain dividends that were
received with respect to the shares.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

Principal Investments and Risks of The Portfolios
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the DSI Disciplined Value Portfolio may employ in seeking its objectives.
This discussion is in addition to the discussion set forth in the
"PORTFOLIO SUMMARY." For more information concerning these investment
practices and their associated risks, please read the "PORTFOLIO SUMMARY"
and the statement of additional information (SAI). You can find information
on the portfolio's recent strategies and holdings in its current
annual/semi-annual report. The portfolio may change these strategies
without shareholder approval.

DSI Disciplined Value Portfolio invests primarily in common stocks of mid
to large market capitalization companies. DSI Disciplined Value Portfolio
maintains a high degree of diversification generally with a representation
in all Standard & Poor's 500 Composite Price Stock Index economic sectors.
DSI Disciplined Value Portfolio normally invests at least 80% of its assets
in equity securities.

Equity Selection Process

The adviser selects securities for the portfolio using a bottom-up
selection process that focuses upon stocks of statistically undervalued yet
sound companies that are likely to show improving fundamental prospects
with an identifiable catalyst for change. The catalysts may include any of
the following: improving fundamentals; a new product; new management;
industry or company restructuring; a strategic acquisition; regulatory
changes, etc. Using quantitative screening parameters such as relative
price/ earnings ratio, relative dividend yield, relative price to book
ratio, debt-adjusted price to sales and other financial ratios, the advisor
identifies potentially undervalued securities. These securities are also
screened by "earnings per share" revisions, which measure the change in
earnings estimate expectations. The adviser additionally narrows the list
of stocks using fundamental security analysis, which may include on-site
visits, outside research and analytical judgment.

The portfolio will sell a stock for the following reasons:

. It reaches the target price set by the adviser.

. The adviser decides the stock is statistically overvalued using the
same quantitative screens it analyzed in the selection process.

. The earnings expectations or fundamental outlook for the company have
deteriorated.
<PAGE>

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%).

EQUITY SECURITIES

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolio may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, it may employ investment practices that are not described in
this prospectus, such as repurchase agreements, when-issued and forward
commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

FOREIGN INVESTMENTS

The portfolio will invest the majority of its assets in U.S. dollar
denominated securities; however, using the same credit quality standards
applied to domestic securities it also may invest up to 20% of its assets
in foreign securities. Foreign securities, especially those of companies in
emerging markets, can be riskier and more volatile than domestic
securities. Adverse political and economic developments or changes in the
value of foreign currency can make it harder for a portfolio to sell its
securities and could reduce the value of your shares. Changes in tax and
accounting standards and difficulties obtaining
<PAGE>

information about foreign companies can negatively affect investment
decisions.

DERIVATIVES

The portfolio, may buy and sell derivatives, including futures and options.
Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

PORTFOLIO TURNOVER
The portfolios may buy and sell investments relatively often. Such a
strategy often involves higher expenses, including brokerage commissions,
and may increase the amount of capital gains (and, in particular,
short-term gains) realized by a portfolio. Shareholders must pay tax on
such capital gains.

including those that provide services to the UAM Funds and those in which
the UAM Funds invest.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Dewey Square Investors Corporation, located at One Financial Center,
Boston, Massachusetts 02111, is the investment adviser to the portfolios.
The adviser manages and supervises the investment of the portfolio's assets
on a discretionary basis. The adviser, an affiliate of United Asset
Management Corporation, has provided investment management services to
corporations, foundations, endowments, pension and profit sharing plans,
trusts, estates and other institutions and individuals since 1984. During
the fiscal year ended October 31, 1998, the portfolio paid the adviser
0.75% of its average net assets in management fees.

During the fiscal year ended October 31, 1998, the portfolio paid the
adviser 0.73% of its average net assets in management fees.

PORTFOLIO MANAGERS

<TABLE>
<CAPTION>
Manager Experience
-----------------------------------------------------------------------------
<S> <C>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Manager Experience
-------------------------------------------------------------------------------
<S> <C>
Ronald L. McCullough CFA Mr. McCullough is the senior equity strategist
Managing Director, Equity and is responsible for all equity investments. He
Investing has 29 years of investment experience. Prior to
joining the adviser, 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).
-------------------------------------------------------------------------------
Robert S. Stephenson, CPA Mr. Stephenson has 26 years of experience in the
Senior Portfolio Manager, investment business and joined the adviser in
Equity 1991. He was most recently at The Putnam
Management Company from 1978 to 1990 where he
managed the Putnam Option Trust. He graduated
from Rochester Institute of Technology with a
BS and earned an MBA from Columbia University.
Mr. Stephenson has co-managed the DSI
Disciplined Value Portfolio since April 1993.
</TABLE>

Listed below are additional members of the adviser's team of professionals
and a description of their business experience during the past five
years.

<TABLE>
<CAPTION>
Name and Title Experience
-------------------------------------------------------------------------------
<S> <C>
Peter M. Whitman, Jr. Mr. Whitman is part of the team that founded the
President, Chief Investment adviser in 1984. He was appointed President in
Officer and Managing 1988 and was previously Managing Director of
Director Fixed Income Fixed Income, a position he held for seven years.
Prior to the formation of the adviser, he served
as Head of Fixed Income 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 Income Research in 1975.
He has 30 years of investment experience. Mr.
Whitman holds a BA from Harvard College and an MBA
from the New York University Graduate School of
Business. Mr. Whitman also serves as a
Director/Trustee of the UAM Funds, which are mutual
funds managed by various United
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Name and Title Experience
-------------------------------------------------------------------------------
<S> <C>
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.
-------------------------------------------------------------------------------
Frederick C. Meltzer, PHD Mr. Meltzer joined the adviser in 1995. Prior to
Senior Portfolio Manager, that he was Managing Director of Fixed Income at
Fixed-Income World Asset Management. Previously, he held
positions as Senior Manager of Fixed Income at
PanAgora Asset Management and Senior Fixed
Income Portfolio Manager at The Boston Company.
He has also held positions as Director of
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 24 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.
-------------------------------------------------------------------------------
David J. Thompson, CFA Mr. Thompson joined the adviser in 1997. Prior to
Senior Portfolio Manager, joining Dewey Square, Mr. Thompson was a member of
Fixed-Income Lord Abbett & Company's High Grade Fixed Income
Department. In his role as a Fixed Income Manager
there, Mr. Thompson 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 Department. Mr. Thompson has
eight years of investment experience. He earned
a BS degree in finance and economics from Manhattan
College. Mr. Thompson earned his CFA in 1995.
-------------------------------------------------------------------------------
Eva S. Dewitz Ms. Dewitz is part of the team that founded the
adviser in 1984.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Name and Title Experience
-------------------------------------------------------------------------------
<S> <C>
Senior Portfolio Manager, Prior to the formation of the adviser, she was a
Equity Portfolio Manager and Research Analyst for the Bank
of Boston's Institutional Investment Division,
which she joined in 1970. She has 28 years of
investment experience. Ms. Dewitz is a member of
the Boston Security Analysts Society. She holds a
BA from Smith College and an MBA from Northeastern
University.
-------------------------------------------------------------------------------
Robert P. Clancy Mr. Clancy joined the adviser in 1994. Prior to
Senior Portfolio Manager, that, he was a Vice President at Standish, Ayer &
Fixed-Income Wood responsible for the management of
institutional bond portfolios, synthetic GICs
and quantitative research. Previously, he
worked as a Vice President 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 investment
experience and is a Fellow of the Society of
Actuaries and a recipient of the Halmstad Prize
for his research paper on options on bonds. Mr.
Clancy holds a BS from Brown University. Mr.
Clancy co-manages the debt portion of the DSI
Balanced Portfolio with Mr. Thompson.
</TABLE>

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

DISTRIBUTION PLANS

The UAM Funds have adopted distribution plans and shareholder services
plans under Rule 12b-1 of the Investment Company Act of 1940 that permit
them to pay broker-dealers, financial institutions and other third parties
for marketing, distribution and shareholder services. The UAM Funds' 12b-1
plans allow the portfolio to pay up to 1.00% of its average daily net
assets annually for these services. However, the board of the UAM Funds has
authorized the portfolio to pay only 0.25% per year. Because Institutional
Service Class Shares pay these fees out of their assets on an ongoing
basis, over time, your shares may cost more than if you had paid another
type of sales charge. 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.

SHAREHOLDER SERVICING
<PAGE>

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds, which are not
subject to the Fund's Distribution Plan or Shareholder Servicing Plan.
These fees may include transaction fees and/or service fees paid from the
assets of the UAM Funds attributable to the service agent. The UAM Funds do
not pay these fees on shares purchased directly from UAM Fund Distributors.
The service agents may provide shareholder services to their clients that
are not available to a shareholder dealing directly with the UAM Funds.
Each service agent is responsible for transmitting to its clients a
schedule of any such fees and information regarding any additional or
different purchase or redemption conditions. You should consult your
service agent for information regarding these fees and conditions.

Anyone entitled to receive compensation for selling or servicing shares of
the UAM Funds may receive different compensation with respect to one
particular class of shares over another.

The adviser may pay its affiliated companies for referring investors to a
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to a portfolio.

UAM Fund Distributors, the adviser and certain of their other affiliates
also participate, as of the date of this prospectus, in an arrangement with
Salomon Smith Barney under which Salomon 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 Salomon
Smith Barney's eligible customer accounts without regard to any expense
limitation in addition to amounts payable to all selling dealers. The UAM
Funds also compensate Salomon Smith Barney for services it provides to
certain defined contribution plan shareholders that are not otherwise
provided by the UAM Funds' administrator.

The UAM Funds also offer Institutional Class shares, which do not pay
marketing or shareholder servicing fees, and Advisor Class shares, which
impose a sales load and fees for marketing and shareholder servicing, for
certain of its portfolios. Not all of the UAM Funds offer all of these
classes.
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The
financial highlights table comes from the financial statements of the
portfolio and reflects the financial results for a single portfolio
Institutional Service Class share. The total returns in the table represent
the rate that an investor would have earned on an investment in the
portfolio (assuming reinvestment of all dividends and distributions).
PricewaterhouseCoopers LLP has audited the financial statements of the
portfolio. The financial statements and the unqualified opinion of
PricewaterhouseCoopers LLP are included in the annual report of the
portfolio, which is available upon request.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED OCTOBER 31, 1998 1997+
-------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Year $14.25 $13.10
-------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.14 0.07
Net Gains or losses on Securities (Realized and
Unrealized) 0.38 1.15
-------------------------------------------------------------------------------
Total From Investment Operations 0.52 1.22
-------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.12) (0.07)
Distributions (From Capital Gains) (2.19) --
-------------------------------------------------------------------------------
Total Distributions (2.31) (0.07)
-------------------------------------------------------------------------------
Net Asset Value, End of Year $12.46 $14.25
===============================================================================
Total Return 4.13% 9.31%**
===============================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $17,059 $13,444
Ratio of Expenses to Average Net Assets 1.29% 1.30%*
Ratio of Net Investment Income to Average Net Assets 0.94% 0.68%*
Portfolio Turnover Rate 64% 126%
</TABLE>

+ For the period May 23, 1997 (commencement of operations) to October
31, 1997.
* Annualized.
** Not annualized.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
------------------------ ------------------------ -------------------------
<S> <C> <C>
N/A 902555879 642
</TABLE>
<PAGE>

THE DSI PORTFOLIOS

For investors who want more information about the DSI Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the DSI Portfolios provide additional
information about their investments. In each annual report, you will also
find a discussion of the market conditions and investment strategies that
significantly affected the performance of the DSI Portfolios during the
last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the DSI Portfolios
and is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is
811-5683.

UAM

UAM
<PAGE>

UAM FUNDS

Funds for the Informed Investor(sm)

FMA SMALL COMPANY PORTFOLIO

INSTITUTIONAL CLASS PROSPECTUS

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................ 1

What is the Objective of the Portfolio?......................... 1
What are the Principal Investment Strategies of the Portfolio?.. 1
What are the Principal Risks of the Portfolio?.................. 1
How has the Portfolio Performed?................................ 2
What are the Portfolio's Fees and Expenses?..................... 3

INVESTING WITH THE UAM FUNDS..................................... 4

Buying Shares................................................... 4
Redeeming Shares................................................ 5
Exchanging Shares............................................... 5
Transaction Policies............................................ 5

ACCOUNT POLICIES................................................. 8

Small Accounts.................................................. 8
Distributions................................................... 8
Federal Taxes................................................... 8

FUND DETAILS..................................................... 10

Principal Investments and Risks of the Portfolio................ 10
Other Investment Practices and Strategies....................... 11
Year 2000....................................................... 11
Investment Management........................................... 12
Shareholder Servicing Arrangements.............................. 14

FINANCIAL HIGHLIGHTS............................................. 16
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
FMA Small Company Portfolio seeks maximum, long-term total return, consistent
with reasonable risk to principal, by investing in common stocks of smaller
companies in terms of revenues and/or market capitalization. FMA Small Company
Portfolio cannot guarantee it will meet its investment objective. The
portfolio may not change its investment objective without shareholder
approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
FMA Small Company Portfolio. For more information see "PRINCIPAL INVESTMENTS
AND RISKS OF THE PORTFOLIO."

The portfolio invests primarily in common stocks of smaller, less established
companies in terms of revenues, assets and market capitalization.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIO."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

FMA SMALL COMPANY PORTFOLIO

Since the portfolio invests in mainly equity securities, its principal risks
are those of investing in equity securities, which may include sudden,
unpredictable drops in value or long periods of decline in value. Equity
securities may lose value because of factors affecting the securities markets
generally, an entire industry or a particular company.
<PAGE>

Investors in the portfolio take on additional risks that come with investing
in stocks of smaller companies, which can be riskier than investing in larger,
more mature companies. Smaller companies may be more vulnerable to adverse
developments than larger companies because they tend to have more narrow
product lines and more limited financial resources. Their stocks may trade
less frequently and in limited volume.

HOW HAS THE PORTFOLIO PERFORMED?
- --------------------------------------------------------------------------------

The bar chart and table below illustrate how the performance of the portfolio
has varied from year to year. The following bar chart shows the investment
returns of the portfolio for each calendar year since its full calendar year.
The table following the bar chart compares the portfolio's average annual
returns for the periods indicated to those of a broad-based securities market
index. Past performance does not guarantee future results.

[BAR CHART APPEARS HERE]

Highest quarter: 16.63% (4th quarter 1992).
Lowest quarter: -14.65% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
<S> <C> <C> <C>
FMA Small Company Portfolio -2.03% 15.92% 16.47%
Russell 2000 Index -2.55% 11.87% 14.47%
S&P 500 Index 28.60% 24.05% 19.69%
</TABLE>

* The portfolio began operations on 7/31/91. Index comparisons began on
8/1/91.
<PAGE>

WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio. This table is presented in the format required
by the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolio.

Management fees 0.75%

Other expenses 0.36%

Total expenses 1.11%*

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser and expense offsets, investors in the portfolio actually
paid the total operating expenses listed in the table below during the fiscal
year ended October 31, 1998. The adviser may cancel its expense limitation at
any time.

Actual Expenses 1.03%

EXAMPLE

This example can help you to compare the cost of investing in this portfolio
to the cost of investing in other mutual funds. The example assumes you invest
$10,000 in the portfolio for the periods shown and then redeem all of your
shares at the end of those periods. The example also assumes that you earned
a 5% return on your investment each year and that you paid the total expenses
stated above (which do not reflect any expense limitations) throughout the
period of your investment.

This example reflects the gross expense ratio of the portfolio and not the
actual fees and expenses of the portfolio. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C>
$113 $353 $612 $1,352
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
BY MAIL Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party checks). portfolio into which you want
to invest.

---------------------------------------------------------------------------
BY WIRE Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and wire
wire control number and your money to the UAM Funds.
then send your completed
account application to the
UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number

---------------------------------------------------------------------------
BY AUTOMATIC Not Available To set up a plan, mail a
INVESTMENT completed application to
PLAN (VIA ACH) the UAM Funds. To cancel
or change a plan, write
to the UAM Funds. Allow
up to 15 days to create
the plan and 3 days to
cancel or change it.

---------------------------------------------------------------------------
MINIMUM $25,000 $1,000
INVESTMENTS

UAM FUNDS
PO BOX 419081
KANSAS CITY, MO 64141-6081
(TOLL FREE) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------
BY MAIL Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.

- --------------------------------------------------------------------------------
BY You must first establish the telephone redemption privilege
TELEPHONE (and, if desired, the wire redemption privilege) by
completing the appropriate sections of the account
application.

Call 1-877-UAM-Link to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.

- --------------------------------------------------------------------------------
BY If your account balance is at least $10,000, you may
SYSTEMATIC transfer as little as $100 per month from your UAM account
WITHDRAWAL to your financial institution.
PLAN (VIA
ACH) To participate in this service, you must complete the
appropriate sections of the account application and mail it
to the UAM Funds.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolio
calculates its NAV as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.
<PAGE>

Buying or Selling Shares through a Financial Intermediary

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less at amortized cost,
which approximates market value.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.
<PAGE>

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of
investing in this portfolios. You may also have to pay state and local
taxes on your investment. You should always consult your tax advisor for
specific guidance regarding the tax effect of your investment in the UAM
Funds.

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

realized on shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gain dividends that were
received with respect to the shares.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
FMA Small Company Portfolio may employ in seeking its objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find information on the
portfolio's recent strategies and holdings in its current annual/semi-
annual report. The portfolio may change these strategies without
shareholder approval.

The portfolio invests primarily in common stocks of domestic companies that
are smaller or less established in terms of revenues, assets and market
capitalization. Normally, the portfolio invests at least 65% of its total
assets in equity securities of companies whose market capitalizations range
from $50 million to $1 billion. At any given time, the portfolio may own a
diversified group of stocks in several industries.

The adviser analyzes and selects investments by looking for market trends
and changes that signal opportunity. 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 re-evaluates and considers selling 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.

EQUITY SECURITIES

during a "bear market." Equity securities may also lose value because of
factors affecting an entire industry, such as increases in production
costs, or factors directly related to that company, such as decisions made
by its management.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolio may deviate from its investment strategy
from time to time. In addition, the portfolio may employ investment
practices that are not described in this prospectus, such as foreign
securities, repurchase agreements, when-issued and forward commitment
transactions, lending of securities, borrowing and other techniques. For
more information concerning the risks associated with these investment
practices, you should read the SAI.

SHORT-TERM INVESTING

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for
the year 2000 and expect that their systems will be adapted before that
date. They are also requesting information on each service provider's
state of readiness and contingency plan. However, at this time the degree
to which the year 2000 issue will affect the UAM Funds' investments or
operations cannot be predicted. Any negative consequences could adversely
affect your investment in the UAM Funds.
<PAGE>

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------
INVESTMENT ADVISER

Fiduciary Management Associates Inc., an Illinois corporation located at 55
Monroe Street, Suite 2550, Chicago, Illinois 60603, is the investment
adviser to the portfolio. The adviser manages and supervises the investment
of the portfolio's assets on a discretionary basis. The adviser, an
affiliate of United Asset Management Corporation, has provided investment
management services to corporations, foundations, endowments, pension and
profit sharing plans, trusts, estates and other institutions as well as
individuals since 1980.

During the fiscal year ended October 31, 1998, the portfolio paid the
adviser 0.67% of its average net assets in management fees. In addition,
the adviser has voluntarily agreed to limit the expenses of the portfolio
to 1.03% of their average net assets. To maintain this expense limit, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of the portfolio. The adviser intends to continue its expense
limitation until further notice.

PORTFOLIO MANAGERS

A team of investment professionals is primarily responsible for the day-to-
day management of the portfolio. Listed below are the investment
professionals of the adviser that comprise the team and a description of
their business experience during the past five years.

Name & Title Experience
- --------------------------------------------------------------------------------

Kathryn A. Vorisek Ms. Vorisek joined the adviser in 1996 with a
Senior Vice President & broad background in the investment field.
Portfolio Manager Previous responsibilities include serving as
Vice President in the fixed income and equity
departments at Duff & Phelps Corporation from
1989 to 1996. Prior to that, she served as an
institutional equity salesperson at Lehman
Brothers. After receiving her B.S. degree in
Finance from Marquette University, Ms. Vorisek
earned her Masters in Management degree from
Northwestern University in Finance and
International Business. She is a member of the
Chicago Energy Analysts Society and the
Investment Analysts Society of Chicago. Ms.
Vorisek has managed the portfolio since April
1996.
<PAGE>

Name & Title Experience
- --------------------------------------------------------------------------------

Terry B. French Mr. French joined the adviser in 1997 with
Senior Vice President & over 25 years of professional investment
Portfolio Manager experience. Previous responsibilities include
Senior Securities Analyst and Team Head for
the Technology Group at Stein, Roe & Farnham
from 1988 to 1991. Prior to that, he served as
Senior Securities Analyst and Sector Head in
the Trust Department of Harris Trust and
Savings Bank analyzing technology, industrial,
aerospace and capital goods companies. He
began his professional investment career as a
Technology Analyst with IDS Financial. He
started his professional career as an
aerodynamicist specializing in the formation
and development of applied computer simulation
design techniques for Boeing Company. Mr.
French holds BS and MS degrees in Aeronautical
Engineering from the University of Washington
and a M.B.A. in Finance and Accounting from
Seattle University. He has been a member of
the Chicago Science Analysts, the New York
Society of Electro-Science Analysts, and the
American Institute of Aeronautics and
Astronautics. Mr. French has managed the
portfolio since August 1998.
- --------------------------------------------------------------------------------

Douglas G. Madigan, CFA - Mr. Madigan joined the adviser in 1998 with
Senior Vice President and over 22 years of professional investment
Director of Research experience. Previous responsibilities included
serving as a Mutual Fund Manager with the
Harris Investment Management Group of Harris
Bank from 1996 to 1998, and Vice
President/Equity Research Coordinator with the
Wealth Management Group of Harris Bank from
1994 to 1998. While with Harris Bank, Mr.
Madigan managed both large company and small
company mutual funds. Prior to that, Mr.
Madigan was Vice President and Senior
Portfolio Manager for Continental Bank and
a
- --------------------------------------------------------------------------------
<PAGE>

Name & Title Experience
- --------------------------------------------------------------------------------

Senior Securities Analyst for Mellon Bank. Mr.
Madigan started his professional career as an
instructor in the Department of Economics and
Finance at Robert Morris College in
Pittsburgh, Pennsylvania and rose to the level
of Associate Professor and Department
Chairman. Mr. Madigan received his Ph.D.,
M.A., and B.A. degrees from the University of
Pittsburgh. He is a Chartered Financial
Analyst and a member of the Investment
Analysts Society of Chicago. Mr. Madigan has
managed the portfolio since October 1998.
- --------------------------------------------------------------------------------

David Faircloth, CFA Mr. Faircloth joined the adviser in 1998 with
Vice President & over 10years of investment experience. Prior
Portfolio Manager to joining the adviser, Mr. Faircloth was a
Portfolio Manager and Vice President at The
Northern Trust Company from 1990 until October
1998, where he co-managed a convertible
securities mutual fund and managed individual
accounts. He has a B.S. from DePaul University
and a Masters of Management from Northwestern
University in Finance, Marketing and
International Business. Mr. Faircloth is a
Chartered Financial Analyst and a member of
the Association for Investment Management and
Research as well as the Investment Analysts
Society of Chicago.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolio.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The financial
highlights table comes from the financial statements of the portfolio and
reflects the financial results for a single portfolio Institutional Class
share. The total returns in the table represent the rate that an investor
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). PricewaterhouseCoopers LLP has audited the
financial statements of the portfolio. The financial statements and the
unqualified opinion of PricewaterhouseCoopers LLP are included in the annual
report of the portfolio, which is available upon request.

Income from Investment Operations
- ---------------------------------
Net Investment Income 0.07 0.06 0.09 0.08 0.01

Net Gains or losses on Securities
(Realized and Unrealized) (0.31) 4.97 2.46 1.47 0.50
- --------------------------------------------------------------------------------------------------------------
Total From Investment Operations (0.24) 5.03 2.55 1.55 0.51
- --------------------------------------------------------------------------------------------------------------

Less Distributions

Dividends (From Net Investment Income) (0.07) (0.13) (0.09) (0.08) --

Distributions (From Capital Gains) (1.77) (2.41) (1.60) (0.41) (2.62)
- --------------------------------------------------------------------------------------------------------------
Total Distributions (1.84) (2.54) (1.69) (0.49) (2.62)
- --------------------------------------------------------------------------------------------------------------
Capital Contribution -- -- 0.06 -- --
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 14.52 $ 16.60 $ 14.11 $ 13.19 $ 12.13
- --------------------------------------------------------------------------------------------------------------
Total Return+ (2.10)% 42.33% 22.51% 13.57% 4.54%
- --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net Assets, End of Year (Thousands) $213,491 $45,060 $20,953 $20,847 $19,561

Ratio of Expenses to Average Net Assets 1.03% 1.03% 1.03% 1.03% 1.03%

Ratio of Net Investment Income to Average
Net Assets 0.62% 0.50% 0.75% 0.66% 0.06%
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Portfolio Turnover Rate 39% 86% 106% 170% 121%
</TABLE>

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods.

<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

Trading Symbol CUSIP Number Portfolio Number
-------------------------------------------------------------------
FMACX 902555796 645
<PAGE>

FMA SMALL COMPANY PORTFOLIO

For investors who want more information about FMA Small Company Portfolio,
the following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of FMA Small Company Portfolio provide
additional information about their investments. In the annual report, you
will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of FMA Small Company
Portfolio during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION
The SAI contains additional detailed information about FMA Small Company
Portfolio and is incorporated by reference into (legally part of) this
prospectus.

HOW TO GET MORE INFORMATION
- ---------------------------
Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is
811-5683.

UAM
<PAGE>

UAM FUNDS

Funds for the Informed Investor(SM)

FMA SMALL COMPANY PORTFOLIO

INSTITUTIONAL SERVICE CLASS PROSPECTUS

UAM

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................ 1

INVESTING WITH THE UAM FUNDS..................................... 4

ACCOUNT POLICIES................................................. 8

FUND DETAILS..................................................... 10

FINANCIAL HIGHLIGHTS............................................. 15

PORTFOLIO CODES.................................................. 16
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

FMA Small Company Portfolio seeks maximum, long-term total return, consistent
with reasonable risk to principal, by investing in common stocks of smaller
companies in terms of revenues and/or market capitalization. FMA Small Company
Portfolio cannot guarantee it will meet its investment objective. The
portfolio may not change its investment objective without shareholder
approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies of
FMA Small Company Portfolio. For more information see "PRINCIPAL INVESTMENTS
AND RISKS OF THE PORTFOLIO."

The portfolio invests primarily in common stocks of smaller, less established
companies in terms of revenues, assets and market capitalization.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIO."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

FMA SMALL COMPANY PORTFOLIO

<PAGE>

HOW HAS THE PORTFOLIO PERFORMED?
- --------------------------------------------------------------------------------

The bar chart and table below illustrate how the performance of the portfolio
has varied from year to year. The following bar chart shows the investment
returns of the portfolio for each calendar year since its first full calendar
year. The table following the bar chart compares the portfolio's average
annual returns for the periods indicated to those of a broad-based securities
market index. Past performance does not guarantee future results.

[BAR CHART APPEARS HERE]

Highest quarter: 13.49% (4th quarter 1998).

Lowest quarter: 14.73% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
- ------------------------------------------------ ------ ----------------
<S> <C> <C>
FMA Small Company Portfolio -2.32 10.81
Russell 2000 Index -2.55% 2.38%

S&P 500 Index 28.60% 21.41%
</TABLE>

* The portfolio began operations on 8/1/97. Index comparisons began on
7/31/
<PAGE>

WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
- -------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

<TABLE>
<S> <C>
Management fees 0.75%
Distribution and Service (12b-1) fees 0.40%
Other expenses 0.36%
Total expenses 1.51%*
</TABLE>

* ACTUAL FEES AND EXPENSES

Actual Expenses 1.43%

EXAMPLE

This example can help you to compare the cost of investing in this
portfolio to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in the portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that you
paid the total expenses stated above (which do not reflect any expense
limitations) throughout the period of your investment.

1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT

By Mail Send a check or money order and your account application to the UAM
Funds. Make checks payable to "UAM Funds" (the UAM Funds will not
accept third-party checks).
- --------------------------------------------------------------------------------

Send a check and, if possible, the "Invest by Mail" stub that
accompanied your statement to the UAM Funds. Be sure your check
identifies clearly your name, account number and the portfolio into
which you want to invest.

By Wire Call the UAM Funds for an account number and wire control number and
then send your completed account application to the UAM Funds.

Call the UAM Funds to get a wire control number and wire your money to
the UAM Funds.

By Automatic
Investment plan (Via ACH)

Not Available

To set up a plan, mail a completed application to the UAM Funds. To cancel or
change a plan, write to the UAM Funds. Allow up to 15 days to create the plan
and 3 days to cancel or change it.
- --------------------------------------------------------------------------------

MINIMUM $25,000 $1,000
INVESTMENTS

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------
BY MAIL

Send a letter signed by all registered parties on the account to UAM Funds
specifying the portfolio, the account number and the dollar amount or number of
shares you wish to redeem. Certain shareholders may have to include additional
documents.

BY TELEPHONE

You must first establish the telephone redemption privilege (and, if desired,
the wire redemption privilege) by completing the appropriate sections of the
account application.

Call 1-877-UAM-Link to redeem your shares. Based on your instructions, the UAM
Funds will mail your proceeds to you or wire them to your bank.

BY SYSTEMATIC
WITHDRAWAL PLAN (VIA ACH)

If your account balance is at least $10,000, you may transfer as little as $100
per month from your UAM account to your financial institution.

To participate in this service, you must complete the appropriate sections of
the account application and mail it to the UAM Funds.

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolio
calculates its NAV as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less at amortized cost,
which approximates market value.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.
<PAGE>

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

FEDERAL TAXES
- --------------------------------------------------------------------------------

The following is a summary of the federal income tax consequences of
investing in this portfolios. You may also have to pay state and local
taxes on your investment. You should always consult your tax advisor for
specific guidance regarding the tax effect of your investment in the UAM
Funds.

TAXES ON DISTRIBUTIONS

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your
account statements for the periods during which you held shares.) Any loss
<PAGE>

realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.

To the extent athe portfolio invests in foreign securities, it may be subject
to foreign withholding taxes with respect to dividends or interest the
portfolios received from sources in foreign countries. The portfolios may
elect to treat some of those taxes as a distribution to shareholders, which
would allow shareholders to offset some of their U.S. federal income tax.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
FMA Small Company Portfolio may employ in seeking its objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and their
associated risks, please read the "PORTFOLIO SUMMARY" and the statement of
additional information (SAI). You can find information on the portfolio's
recent strategies and holdings in its current annual/semi-annual report. The
portfolio may change these strategies without shareholder approval.

The portfolio invests primarily in common stocks of domestic companies that
are smaller or less established in terms of revenues, assets and market
capitalization. Normally, the portfolio invests at least 65% of its total
assets in equity securities of companies whose market capitalizations range
from $50 million to $1 billion. At any given time, the portfolio may ownin a
diversified group of stocks in several industries.

The adviser analyzes and selects investments by looking for market
themestrends and changes that signal opportunity. 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 adviser re-evaluates and considers selling 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.

EQUITY SECURITIES

Equity securities represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.

during a "bear market." Equity securities may also lose value because of
factors affecting an entire industry, such as increases in production costs,
or factors directly related to that company, such as decisions made by its
management.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolio may deviate from its investment strategy
from time to time. In addition, the portfolio may employ investment
practices that are not described in this prospectus, such as foreign
securities, repurchase agreements, when-issued and forward commitment
transactions, lending of securities, borrowing and other techniques.. For
more information concerning the risks associated with these investment
practices, you should read the SAI.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment activities
of athe portfolio by investing up to 100% of its assets in a variety of
securities, such as U.S. government and other high quality and short-term debt
obligations. The adviser may temporarily adopt a defensive position to reduce
changes in the value of athe portfolio's shares that may result from adverse
market, economic, political or other developments.

When the adviser pursues a defensive strategy, athe portfolio may not profit
from favorable developments that it would have otherwise profited from if it
were pursuing its normal strategies. Likewise, these strategies may prevent
athe portfolio from achieving its stated objectives.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for
the year 2000 and expect that their systems will be adapted before that
date. They are also requesting information on each service provider's
state of readiness and contingency plan. However, at this time the degree
to which the year 2000 issue will affect the UAM Funds' investments or
operations cannot be predicted. Any negative consequences could adversely
affect your investment in the UAM Funds.
<PAGE>

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Fiduciary Management Associates Inc., an Illinois corporation located at 55
Monroe Street, Suite 2550, Chicago, Illinois 60603, is the investment adviser
to the portfolio. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, foundations, endowments, pension and profit sharing
plans, trusts, estates and other institutions as well as individuals since
1980.

During the fiscal year ended October 31, 1998, the portfolio paid the adviser
0.67% of its average net assets in management fees. In addition, the adviser
has voluntarily agreed to limit the expenses of the portfolio to 1.43% of its
average net assets. To maintain this expense limit, the adviser may waive a
portion of its management fee and/or reimburse certain expenses of the
portfolio. The adviser intends to continue its expense limitation until
further notice.

PORTFOLIO MANAGERS

A team of investment professionals is primarily responsible for the day-to-day
management of the portfolio. Listed below are the investment professionals of
the adviser that comprise the team and a description of their business
experience during the past five years.

<TABLE>
<CAPTION>
NAME & TITLE EXPERIENCE
- ------------ ----------
<S> <C>
Kathryn A. Vorisek Ms. Vorisek joined the adviser in 1996 with a broad background in the investment
Senior Vice President & field. Previous responsibilities include serving as Vice President in the fixed
Portfolio Manager income and equity departments at Duff & Phelps Corporation from 1989 to 1996.
Prior to that, she served as an institutional equity salesperson at Lehman
Brothers. After receiving her B.S. degree in Finance from Marquette University,
Ms. Vorisek earned her Masters in Management degree from Northwestern University
in Finance and International Business. She is a member of the Chicago Energy
Analysts Society and the Investment Analysts Society of Chicago. Ms. Vorisek has
managed the portfolio since April 1996.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NAME & TITLE EXPERIENCE
- ------------ ----------
<S> <C>
Terry B. French Mr. French joined the adviser in 1997 with over 25 years of professional
Senior Vice President & investment experience. Previous responsibilities include Senior Securities
Portfolio Manager Analyst and Team Head for the Technology Group at Stein, Roe & Farnham from 1988
to 1991. Prior to that, he served as Senior Securities Analyst and Sector Head
in the Trust Department of Harris Trust and Savings Bank analyzing technology,
industrial, aerospace and capital goods companies. He began his professional
investment career as a Technology Analyst with IDS Financial. He started his
professional career as an aerodynamicist specializing in the formation and
development of applied computer simulation design techniques for Boeing Company.
Mr. French holds BS and MS degrees in Aeronautical Engineering from the
University of Washington and a M.B.A. in Finance and Accounting from Seattle
University. He has been a member of the Chicago Science Analysts, the New York
Society of Electro-Science Analysts, and the American Institute of Aeronautics
and Astronautics. Mr. French has managed the portfolio since August 1998.

Douglas G. Madigan, CFA Mr. Madigan joined the adviser in 1998 with over 22 years of professional
Senior Vice President and investment experience. Previous responsibilities included serving as a Mutual
Director of Research Fund Manager with the Harris Investment Management Group of Harris Bank from
1996 to 1998, and Vice President/Equity Research Coordinator with the Wealth
Management Group of Harris Bank from 1994 to 1998. While with Harris Bank, Mr.
Madigan managed both large company and small company mutual funds. Prior to
that, Mr. Madigan was Vice President and Senior Portfolio Manager for
Continental Bank and a Senior Securities Analyst for Mellon Bank. Mr. Madigan
started his professional career as an instructor in the Department of
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NAME & TITLE EXPERIENCE
- ------------ -----------
<S> <C>
Economics and Finance at Robert Morris College in Pittsburgh, Pennsylvania and
rose to the level of Associate Professor and Department Chairman. Mr. Madigan
received his Ph.D., M.A., and B.A. degrees from the University of Pittsburgh. He
is a Chartered Financial Analyst and a member of the Investment Analysts Society
of Chicago. Mr. Madigan has managed the portfolio since October 1998.

David Faircloth, CFA Mr. Faircloth joined the adviser in 1998 with over 10 years of investment
Vice President and Portfolio experience. Prior to joining the adviser, Mr. Faircloth was a Portfolio Manager
Manager and Vice President at The Northern Trust Company from 1990 until October 1998,
where he co-managed a convertible securities mutual fund and managed individual
accounts. He has a B.S. from DePaul University and a Masters of Management from
Northwestern University in Finance, Marketing and International Business. Mr.
Faircloth is a Chartered Financial Analyst and a member of the Association or
Investment Management and Research as well as the Investment Analysts Society of
Chicago.
</TABLE>

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

DISTRIBUTION PLANS

The UAM Funds have adopted distribution plans and shareholder services plans
under Rule 12b-1 of the Investment Company Act of 1940 that permit them to pay
broker-dealers, financial institutions and other third parties for marketing,
distribution and shareholder services. The UAM Funds' 12b-1 plans allow the
portfolio to pay up to 1.00% of its average daily net assets annually for
these services. However, the board of the UAM Funds has currently authorized
the portfolios to pay only 0.40% per year. The board may increase the amounts
the portfolio pays, up to the plan maximum, at any time. Because
Institutional Service Class Shares pay these fees out of their assets on an
ongoing basis, over time, your shares may cost more than if you had paid
another type of sales charge. 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.

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds, which are not
subject to the Fund's Distribution Plan or Shareholder Servicing Plan. These
fees may include transaction fees and/or service fees paid from the assets of
the UAM Funds attributable to the service agent. The UAM Funds do not pay
these fees on shares purchased directly from UAM Fund Distributors. The
service agents may provide shareholder services to their clients that are not
available to a shareholder dealing directly with the UAM Funds. Each service
agent is responsible for transmitting to its clients a schedule of any such
fees and information regarding any additional or different purchase or
redemption conditions. You should consult your service agent for information
regarding these fees and conditions.
<PAGE>

Anyone entitled to receive compensation for selling or servicing shares of the
UAM Funds may receive different compensation with respect to one particular
class of shares over another.

The adviser may pay its affiliated companies for referring investors to a
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to a portfolio.

UAM Fund Distributors, the adviser and certain of their other affiliates also
participate, as of the date of this prospectus, in an arrangement with Salomon
Smith Barney under which Salomon 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 Salomon Smith Barney's
eligible customer accounts without regard to any expense limitation in
addition to amounts payable to all selling dealers. The UAM Funds also
compensate Salomon Smith Barney for services it provides to certain defined
contribution plan shareholders that are not otherwise provided by the UAM
Funds' administrator.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolio for the past five years. The financial
highlights table comes from the financial statements of the portfolio and
reflects the financial results for a single portfolio Institutional Service
Class share. The total returns in the table represent the rate that an
investor would have earned on an investment in the portfolio (assuming
reinvestment of all dividends and distributions). PricewaterhouseCoopers LLP
has audited the financial statements of the portfolio. The financial
statements and the unqualified opinion of PricewaterhouseCoopers LLP are
included in the annual report of the portfolio, which is available upon
request.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED OCTOBER 31, 1998 1997#
---------------------------------------------------------- --------- ----------
<S> <C> <C>
Net Asset Value, Beginning of Year $16.59 $14.95
---------------------------------------------------------- --------- ----------
Income from Investment Operations
Net Investment Income 0.16 0.01
Net Gains or losses on Securities (Realized and
Unrealized) (0.46) 1.64
---------------------------------------------------------- --------- ----------
Total From Investment Operations (0.30) 1.65
---------------------------------------------------------- --------- ----------
Less Distributions
Dividends (From Net Investment Income) (0.01) (0.01)
Distributions (From Capital Gains) (1.77) --
---------------------------------------------------------- --------- ----------
Total Distributions (1.78) (0.01)
---------------------------------------------------------- --------- ----------
Net Asset Value, End of Year $14.51 $16.59
---------------------------------------------------------- --------- ----------
Total Return+ (2.49)% 11.04%**
---------------------------------------------------------- --------- ----------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $463 $4,314
Ratio of Expenses to Average Net Assets 1.43% 1.43%*
Ratio of Net Investment Income to Average Net Assets 0.23% 0.24%*
Portfolio Turnover Rate 39% 100%
</TABLE>

# For the period August 1, 1997 (commencement of operations) to October 31,
1997.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods.

<PAGE>

assumed by the adviser and its affiliates during the periods.
** Not annualized.
* Annualized.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

Trading Symbol CUSIP Number Portfolio Number
================================================================================
N/A 902555416 646

<PAGE>

FMA SMALL COMPANY PORTFOLIO

For investors who want more information about FMA Small Company Portfolio, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of FMA Small Company Portfolio provide
additional information about their investments. In the annual report, you
will also find a discussion of the market conditions and investment strategies
that significantly affected the performance of FMA Small Company Portfolio
during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about FMA Small Company
Portfolio and is incorporated by reference into (legally part of) this
prospectus.

How to Get More Information

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing to
or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolio and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by calling
the SEC at 1-800-SEC-0330. You can get copies of this information for free, on
the SEC's Internet site at HYPERLINK http://www.sec.gov

The portfolio's Investment Company Act of 1940 file number is 811-5683.

UAM
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

ICM PORTFOLIOS

Institutional Class Prospectus February 16, 1999

ICM Fixed Income Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY........................................................... 3

What are the Objectives of the Portfolio?................................ 3
What are the Principal Investment Strategies of the Portfolio?........... 3
What are the Principal Risks of the Portfolio?........................... 3
How Has the Portfolio Performed?......................................... 4
What are the Fees and Expenses of the Portfolio?......................... 5

INVESTING WITH THE UAM FUNDS................................................ 6

Buying Shares............................................................ 6
Redeeming Shares......................................................... 7
Exchanging Shares........................................................ 7
Transaction Policies..................................................... 7

ACCOUNT POLICIES............................................................ 10

Small Accounts........................................................... 10
Distributions............................................................ 10
Federal Taxes............................................................ 10

FUND DETAILS................................................................ 12

Principal Investments and Risks of the Portfolio......................... 12
Other Investment Practices and Strategies................................ 14
Year 2000................................................................ 15
Investment Management.................................................... 15
Shareholder Servicing Arrangements....................................... 18

FINANCIAL HIGHLIGHTS........................................................ 20
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

ICM Fixed Income Portfolio seeks maximum, long-term total return consistent
with reasonable risk to principal. ICM Fixed Income Portfolio cannot
guarantee it will meet its investment objectives. The portfolio may not
change its investment objective without shareholder approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
of ICM Fixed Income Portfolio. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIO."

The portfolio invests primarily in investment-grade debt securities of
varying maturities. The adviser employs a conservative debt investment
strategy that 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.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing
in the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."

Risks Common to All Mutual Funds

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

ICM Fixed Income Portfolio

Since the portfolio invests in debt securities, the value of its
investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities
to fall.
<PAGE>

. A security's credit rating worsens or its issuer becomes unable to
honor its financial obligations.

HOW HAS THE PORTFOLIO PERFORMED?
- --------------------------------------------------------------------------------

The bar chart and table below illustrate how the performance of the
portfolio has varied from year to year. The following bar chart shows the
investment returns of the portfolio for each calendar year since its first
full calendar year. The table following the bar chart compares the
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

[BAR GRAPH APPEARS HERE]

Highest quarter: 5.71% (2nd quarter 1995).

Lowest quarter: -2.32% (1st quarter 1994).

<TABLE>
<CAPTION>
Average annual return for periods ended Since
12/31/98 1 Year 5 Years Inception*
--------------------------------------------------------------------------------
<S> <C> <C> <C>
ICM Fixed Income Portfolio 9.02% 6.82% 7.12%
--------------------------------------------------------------------------------
Lehman Brothers Aggregate Index 8.69% 7.27% 7.74%
</TABLE>

* The portfolio began operations on 11/3/92. Index comparisons began on
10/31/92.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------

Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of a
Portfolio)

This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio. This table is presented in the format
required by the SEC and may not reflect the actual expenses you would have
paid as a shareholder in the portfolio.

---------------------------------------------------------------------------
Management fees 0.50%
---------------------------------------------------------------------------
Other expenses 0.51%
---------------------------------------------------------------------------
Total expenses 1.01%*

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you
would have actually paid as an investor in the portfolio. Due to certain
expense limits by the adviser and expense offsets, investors in the
portfolio actually paid the total operating expenses listed in the table
below during the fiscal year ended October 31, 1998. The adviser may
cancel its expense limitation at any time.

------------------------------------------------------------------------
Actual Expenses 0.50%
------------------------------------------------------------------------

Example

This example reflects the gross expense ratio of the portfolio and not the
actual fees and expenses of the portfolio. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------
$103 $322 $558 $1,236
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub
application to the UAM that accompanied your statement
Funds. Make checks to the UAM Funds. Be sure
payable to "UAM Funds" your check identifies clearly
(the UAM Funds will not your name, account number and
accept third-party checks) the portfolio into which you
want to invest.
---------------------------------------------------------------------------
By Wire Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and
wire control number and wire your money to the UAM
then send your completed Funds.
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to
(Via ACH) the UAM Funds. To cancel
or change a plan, write
to the UAM Funds. Allow
up to 15 days to create
the plan and 3 days to
cancel or change it.
---------------------------------------------------------------------------
Minimum $100,000 $1,000
Investments

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
---------------------------------------------------------------------------
By You must first establish the telephone redemption privilege
Telephone (and, if desired, the wire redemption privilege) by
completing the appropriate sections of the account
application.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolio calculate its NAV as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of
a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

Normally, the portfolio distributes its net investment income quarterly. In
addition, it distributes any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional
shares of the portfolio, unless you elect on your account application to
receive them in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

realized on shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gain dividends that were
received with respect to the shares.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
ICM Fixed Income Portfolio may employ in seeking its objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find information on the
portfolio's recent strategies and holdings in its current annual/semi-
annual report. The portfolio may change these strategies without
shareholder approval.

The portfolio invests primarily in investment-grade debt securities. The
adviser generally employs a conservative debt investment strategy an
emphasis on consistently outperforming the broad intermediate-term market.
The adviser attempts to select sectors and securities showing strong
relative value based on factors such as yield-to-maturity, anticipated
market volatility, liquidity and the supply of available securities. The
adviser uses its own market models and other systems, such as Bloomberg, to
quantify and monitor a broad set of risk measures that it uses to identify
relative value between sectors and within security groups. The adviser has
found that relative value generally exists when a security or sector offers
the prospect of superior rewards for a given amount of risk.

In addition, the adviser tries to anticipate interest rates. The adviser
considers events affecting both the U.S. and international capital markets
in its analysis.

Debt Securities

fixed, and to repay the amount borrowed at maturity (dates when debt
securities are due and payable). Debt securities include securities issued
by the corporations and the U.S. government and its agencies, mortgage-
backed and asset-backed securities (securities that are backed by pools of
loans or mortgages assembled for sale to investors), Yankee bonds,
commercial paper and certificates of deposit.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolio may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, it may employ investment practices that are not described in
this prospectus, such as repurchase agreements, when-issued and forward
commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

Foreign Investments

The portfolio will invest the majority of its assets in U.S. dollar
denominated securities; however, using the same credit quality standards
applied to domestic securities it also may invest in foreign securities.
Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Changes in tax and accounting standards and
difficulties obtaining information about foreign companies can negatively
affect investment decisions.

Derivatives

The portfolio may buy and sell derivatives, including futures and options.
These tools allow the portfolio to employ its investment strategies more
effectively. Derivatives are often more volatile than other investments and
may magnify a portfolio's gains or losses. A portfolio may lose money if
the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

Short-Term Investing

obligations. The adviser may temporarily adopt a defensive position to
reduce changes in the value of the portfolio's shares that may result from
adverse market, economic, political or other developments.

YEAR 2000
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

Investment Adviser

Investment Counselors of Maryland, Inc., a Maryland corporation located at
803 Cathedral Street, Baltimore, Maryland 21201, is the investment adviser
to the portfolio. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, pension and profit sharing plans, trusts, estates
and other institutions and individuals since 1972.

During the fiscal year ended October 31, 1998, the adviser waived its
entire management fee. In addition, the adviser has voluntarily agreed to
limit the expenses of the portfolio to 0.50% of its average net assets. To
maintain this expense limit, the adviser may waive a portion of its
management fee and/or reimburse certain expenses of the portfolio. The
adviser intends to continue its expense limitation until further
notice.
<PAGE>

Portfolio Managers

Daniel O. Shackelford is a Principal of the adviser, which he joined in
1993. Mr. Shackelford is primarily responsible for the day-to-day
management of the portfolio. Mr. Shackelford joined the adviser in 1993.
Prior to joining the adviser, he was Assistant Director of Investments for
the University of North Carolina. He has specific expertise in the
utilization of financial futures and options and came to the adviser with
thirteen years of experience in international fixed income management. He
received his B.S. degree in Business Administration from the University of
North Carolina and an M.B.A. from the Fuqua School of Business at Duke
University. He is a Chartered Financial Analyst. Mr. Shackelford has
managed the portfolio since January 1994.

Listed below are additional members of the adviser's team of professionals
and a description of their business experience during the past five
years.

<TABLE>
<CAPTION>
Name & Title Experience
----------------------------------------------------------------------------------
<S> <C>
Robert D. McDorman, Jr. Mr. McDorman joined the adviser in June, 1985. His
Principal and Chief primary responsibilities are the management of ICM
Investment Officer 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
Chartered Financial Analyst.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NAME & TITLE EXPERIENCE
----------------------------------------------------------------------------------
<S> <C>
Stephen T. Scott Mr. Scott specializes in the management of pension
Principal and President assets, private foundations and endowments. He
joined the adviser 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
received an M.B.A. from Columbia University
Graduate School of Business.
----------------------------------------------------------------------------------
Paul L. Borssuck Mr. Borssuck joined the adviser in 1985 and
Principal heads the firm's Individual Capital Management
Division. Prior to joining ICM, Mr. Borssuck
served as Chairman of the Investment Policy
Committee at Mercantile-Safe Deposit and Trust
Company where he managed portfolios for high net
worth clients. Prior to that, he headed the
institutional funds management section at
American Security and Trust Company in
Washington, D.C. Mr. Borssuck earned his B.S.
degree and M.B.A. from Lehigh University. He
is a Chartered Financial Analyst.
----------------------------------------------------------------------------------
Robert F. Boyd Mr. Boyd joined the adviser in 1995 to focus
Principal on investment and quantitative/valuation
research. Before joining the adviser, he was
a Managing Director and portfolio manager at
Brandywine Asset Management. Prior to that,
he was Senior Vice President, Director of Research
at Mercantile-Safe Deposit and Trust Company, as
well as a portfolio manager. Mr. Boyd was awarded
his B.S. degree from the University of Virginia
and his M.B.A. at Columbia University, after which
he joined Smith Barney's research department. He
is a Chartered Financial Analyst.
----------------------------------------------------------------------------------
Andrew L. Gilchrist Mr. Gilchrist joined the adviser in 1996 as Director
Executive Vice of Investment Technology. Prior to the
President adviser, Mr. Gilchrist served as Director of
Investment Technology at Mercantile-Safe Deposit and
Trust Company for 18 years. Before that, he was with
Merrill Lynch. Mr. Gilchrist graduated with honors in
Economics from the University of Maryland and earned
a Masters from Johns Hopkins University.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Name & Title Experience
----------------------------------------------------------------------------------
<S> <C>
He is a member of the Society of Quantitative
Analysts.
----------------------------------------------------------------------------------
Julie L. Hale Ms. Hale joined the adviser in 1998 with seventeen
Senior Vice President years of investment experience. Prior to joining
the adviser, she was a Senior Vice President and
mutual fund manager for NationsBank Corporation from
1991 to 1998. She has a B.S. degree from Mt. St.
Mary's College and an M.B.A. from Kent State
University. Ms. Hale is a Chartered Financial
Analyst and a member of the National Association of
Petroleum Investment Analysts (NAPIA).
----------------------------------------------------------------------------------
Simeon F. Wooten, III Mr. Wooten joined the adviser in 1998 as a research
Senior Vice President analyst and as a member of the management team of
the ICM Small Company Portfolio. Prior to joining
the adviser, he served as Vice President/Research at
American Express Company, which he joined in 1980.
He is a graduate of the Wharton School of the
University of Pennsylvania. Mr. Wooten is a
Chartered Financial Analyst and Certified Public
Accountant.
----------------------------------------------------------------------------------
William V. Heaphy Mr. Heaphy joined the adviser in 1994 as a security
Vice President analyst in the equity research department. Prior to
joining the adviser, Mr. Heaphy was an associate in
the Baltimore law firm of Ober, Kaler, Grimes and
Shriver, and before that, a staff auditor with Price
Waterhouse. Mr. Heaphy earned his law degree from
the University of Maryland School of Law and his
B.S. from Lehigh University. He is a Certified
Public Accountant and Chartered Financial Analyst.
</TABLE>

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

Shareholder Servicing

conditions. You should consult your service agent for information regarding
these fees and conditions.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
----------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period $ 10.56 $ 10.36 $ 10.43 $ 9.55 $ 10.58
----------------------------- --------- --------- --------- --------- ----------
Income from Investment
Operations
Net Investment Income 0.60 0.62 0.59 0.59 0.52
Net Gains or losses on
Securities (Realized and
Unrealized) 0.40 0.21 (0.07) 0.82 (0.98)
----------------------------- --------- --------- --------- --------- ----------
Total From Investment
Operations 1.00 0.83 0.52 1.41 (0.46)
----------------------------- --------- --------- --------- --------- ----------
Less Distributions
Dividends (From Net
Investment Income) (0.62) (0.63) (0.59) (0.53) (0.48)
Distributions (From
Capital Gains) _ _ _ _ (0.09)
----------------------------- --------- --------- --------- --------- ----------
Total Distributions (0.62) (0.63) (0.59) (0.53) (0.57)
============================= ========= ========= ========= ========= ==========
Net Asset Value, End of
Period $ 10.94 $ 10.56 $ 10.36 $ 10.43 $ 9.55
============================= ========= ========= ========= ========= ==========
============================= ========= ========= ========= ========= ==========
Total Return+ 9.74% 8.31% 5.17% 15.11% (4.43)%
============================= ========= ========= ========= ========= ==========
Ratios/Supplemental Data
Net Assets, End of Period
(Thousands) $35,787 $31,119 $24,358 $16,765 $12,601
Ratio of Expenses to
Average Net Assets 0.50% 0.50% 0.50% 0.63% 0.84%
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Net Investment
Income to Average Net
Assets 5.68% 6.03% 5.98% 6.04% 5.26%
Portfolio Turnover Rate 41% 34% 46% 49% 82%
</TABLE>

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the
period.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

Trading Symbol CUSIP Number Portfolio Number
------------------------ ----------------------- ------------------------
ICFIX 902555770 894

<PAGE>

ICM PORTFOLIOS

For investors who want more information about ICM Fixed Income Portfolio,
the following documents are available upon request.

Annual/Semi-Annual Reports

The annual and semi-annual reports of ICM Fixed Income Portfolio provide
additional information about their investments. In each annual report, you
will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of ICM Fixed Income
Portfolio during the last fiscal year.

Statement of Additional Information

The SAI contains additional detailed information about ICM Fixed Income
Portfolio and is incorporated by reference into (legally part of) this
prospectus.

How to Get More Information

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-5683.

[LOGO APPEARS HERE]
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

ICM PORTFOLIOS

Institutional Class Prospectus

ICM Equity Portfolios
ICM Small Company Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>

Table Of Contents

<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO SUMMARY............................................................. 1

What are the Objectives of the Portfolios?................................. 1
What are the Principal Investment Strategies of the Portfolios?............ 1
What are the Principal Risks of the Portfolios?............................ 2
How Have the Portfolios Performed?......................................... 2
What are the fees and Expenses of the Portfolios?.......................... 5

INVESTING WITH THE UAM FUNDS.................................................. 7

Buying Shares.............................................................. 7
Redeeming Shares........................................................... 9
Exchanging Shares.......................................................... 9
Transaction Policies....................................................... 9

ACCOUNT POLICIES.............................................................. 12

Small Accounts............................................................. 12
Distributions.............................................................. 12
Federal Taxes.............................................................. 12

FUND DETAILS.................................................................. 14

Principal Investments and Risks of the Portfolios.......................... 14
Other Investment Practices and Strategies.................................. 15
Year 2000.................................................................. 16
Investment Management...................................................... 16
Shareholder Servicing Arrangements......................................... 20

FINANCIAL HIGHLIGHTS.......................................................... 23

ICM Small Company Portfolio................................................ 23
ICM Equity Portfolio....................................................... 25
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

ICM SMALL COMPANY PORTFOLIO IS CURRENTLY CLOSED TO NEW INVESTORS.

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

Listed below are the investment objectives of ICM Equity and Small Company
Portfolios. ICM Equity and Small Company Portfolios cannot guarantee they
will meet their investment objectives. A portfolio may not change its
investment objective without shareholder approval.

ICM SMALL COMPANY PORTFOLIO

ICM Small Company Portfolio seeks maximum, long-term total return
consistent with reasonable risk to principal, by investing primarily in
common stocks of smaller companies measured in terms of revenues and assets
and, more importantly, in terms of market capitalization.

ICM EQUITY PORTFOLIO

ICM Equity Portfolio seeks maximum long-term return consistent with
reasonable risk to principal, by investing primarily in common stocks of
relatively large companies measured in terms of revenues, assets and market
capitalization.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies
of ICM Equity and Small Company Portfolios. For more information see
"PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS."

ICM Equity Portfolio normally invests at least 80% of its assets in common
stocks of relatively large companies in terms of revenues, assets, and
market capitalization. Normally, the portfolio expects to invest at least
80% of its assets in companies that have a market capitalization exceeding
that of the median market capitalization of the stocks listed on the New
York Stock Exchange.

1
<PAGE>

the adviser tends to focus on those companies whose earnings momentum is
accelerating and/or whose recent earnings have exceeded general
expectations.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing
in the portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

ICM EQUITY AND SMALL COMPANY PORTFOLIOS

Since the portfolios invest mainly in equity securities, their principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular company.

The portfolios are value oriented and may not perform as well as certain
other types of equity mutual funds during periods when value stocks are out
of favor.

Investors in ICM Small Company Portfolio take on additional risks that come
with investing in stocks of smaller companies, which can be riskier than
investing in larger, more mature companies. Smaller companies may be more
vulnerable to adverse developments than larger companies because they tend
to have more narrow product lines and more limited financial resources.
Their stocks may trade less frequently and in limited volume.

How Have the Portfolios Performed?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

2
<PAGE>

ICM SMALL COMPANY PORTFOLIO

[BAR CHART APPEARS HERE]

_________

Highest quarter: 30.05% (1st quarter 1991).
Lowest quarter: -25.21% (3rd quarter 1990).

* The portfolio began operations on 4/19/89. Index comparisons begin on
4/30/89.

ICM EQUITY PORTFOLIO

[BAR CHART APPEARS]

__________

Highest quarter: 14.69% (2nd quarter 1997).
Lowest quarter: -16.39% (3rd quarter 1998).

3
<PAGE>

* The portfolio began operations on 10/1/93. Index comparisons begin on
9/30/93.
4
<PAGE>

What Are the Fees and Expenses of the Portfolios?
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

<TABLE>
<CAPTION>
ICM Small Company Portfolio ICM Equity Portfolio
--------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.70% 0.63%
--------------------------------------------------------------------------
Other Expenses 0.19% 0.48%
--------------------------------------------------------------------------
Total Expenses 0.89% 1.11%
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser and expense offsets, investors in the portfolio
actually paid the total operating expenses listed in the table below during
the fiscal year ended October 31, 1998. The adviser may cancel its expense
limitation at any time.

<TABLE>
<CAPTION>
ICM Equity Portfolio
---------------------------------------------------------------
<S> <C>
Actual Expenses 0.90%
</TABLE>

Example

This example can help you to compare the cost of investing in these
portfolios to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in a portfolio for the periods shown and then
redeem all of your shares at the end of those periods and that you earned a
5% return on your investment each year. The example also assumes that you
paid the total expenses stated above (which do not reflect any expense
limitations) and that your expenses remained the same throughout the period
of your investment.

5
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ICM Small Company Portfolio $ 91 $284 $493 $1,096
--------------------------------------------------------------------------
ICM Equity Portfolio $113 $353 $612 $1,352
</TABLE>

6
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

---------------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed account
application to the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number

---------------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to the
(Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel
or change it.

---------------------------------------------------------------------------------
Minimum $100,000 for ICM Equity $100 For ICM Equity Portfolio
Investments Portfolio, except IRAs and $1,000 for ICM Small
($500) and spousal IRAs Company Portfolio

($250), $5,000,000 for
</TABLE>

7
<PAGE>

ICM Small Company
Portfolio

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

8
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
---------------------------------------------------------------------------
By You must first establish the telephone
Telephone redemption privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.

9
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

10
<PAGE>

Telephone Transactions

Rights Reserved by the UAM Funds

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

11
<PAGE>

Account Policies

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

FEDERAL TAXES
- --------------------------------------------------------------------------------

Taxes on Distributions

Taxes on Exchanges and Redemptions

When you redeem or exchange shares in any portfolio, you may recognize a
gain or loss for income tax purposes. This gain or loss will be based on
the

12
<PAGE>

difference between your tax basis in the shares and the amount you receive
for them. (To aid in computing your tax basis, you generally should retain
your account statements for the periods during which you held shares.) Any
loss realized on shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain dividends that
were received with respect to the shares.

Backup Withholding

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.

13
<PAGE>

FUND DETAILS

Principal Investments and Risks of the Portfolios
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
ICM Equity and Small Company Portfolios may employ in seeking their
objectives. This discussion is in addition to the discussion set forth in
the "PORTFOLIO SUMMARY." For more information concerning these investment
practices and their associated risks, please read the "PORTFOLIO SUMMARY"
and the statement of additional information (SAI). You can find information
on the portfolios' recent strategies and holdings in their current
annual/semi-annual report. The portfolios may change these strategies
without shareholder approval.

ICM Small Company Portfolio normally invests 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. Such companies
will have market capitalizations (the total market value of its outstanding
shares) that range from $50 million to $700 million. ICM Equity Portfolio
normally invests at least 80% of its assets in common stocks of relatively
large companies in terms of revenues, assets, and market capitalization.
Each portfolio may invest in equity securities listed on the New York and
American Stock Exchanges or traded on the over-the-counter markets operated
by the National Association of Securities Dealers, Inc

Typically, the adviser invests in companies that have an above-average
return on equity, are financially strong, and yet are selling at a price to
earnings ratio lower than that of most stocks represented in the S&P 500
Index. The adviser believes stocks with such characteristics are likely to
provide superior rates of return to investors when compared to stocks with
higher price to earnings ratios over extended periods of time and through a
variety of economic and market cycles. Using screening parameters such as
price to earnings ratios, relative return on equity, and other financial
ratios, the adviser screens the universe of potential investments of each
portfolio to identify potentially undervalued securities. The adviser
further narrows the list of potential investments through traditional
fundamental security analysis, which may include interviews with company
management and a review of the assessments and opinions of outside analysts
and consultants. Securities are sold when the adviser believes the shares
have become relatively overvalued or it finds more attractive alternatives.
In addition, the adviser tends to focus on those companies whose rates of
earnings momentum is accelerating and/or whose recent earnings have
exceeded general expectations.

14
<PAGE>

Equity Securities

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolios may invest in foreign securities and may
deviate from their investment strategies from time to time. In addition,
they may employ investment practices that are not described in this
prospectus, such as derivatives, repurchase agreements, when-issued and
forward commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

Foreign Investments

Each portfolio may invest up to 20% of its assets in American Depositary
Receipts (ADRs). ADRs are certificates evidencing ownership of shares of a
foreign issuer that are issued by depository banks and generally trade on
an established market in the United States or elsewhere. Although they are
alternatives to directly purchasing the underlying foreign securities in
their national markets and currencies, ADRs continue to be subject to many
of the risks associated with investing directly in foreign securities.

Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Changes in tax and accounting standards and
difficulties obtaining information about foreign companies can negatively
affect investment decisions.

15
<PAGE>

Short-Term Investing

YEAR 2000
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

Investment Adviser

Investment Counselors of Maryland, Inc., a Maryland corporation located at
803 Cathedral Street, Baltimore, Maryland 21201, is the investment adviser
to each of the portfolios. The adviser manages and supervises the
investment of the portfolio's assets on a discretionary basis. The adviser,
an affiliate of

16
<PAGE>

United Asset Management Corporation, has provided investment management
services to corporations, pension and profit sharing plans, trusts, estates
and other institutions and individuals since 1972.

Set forth in the table below are the management fees the portfolios paid
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average daily net assets. In addition, the adviser has
voluntarily agreed to limit the expenses of the ICM Equity Portfolio to
0.90% of its average net assets. To maintain this expense limit, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of the portfolios. The adviser intends to continue its expense
limitation until further notice.

ICM Small Company Portfolio ICM Equity Portfolio
---------------------------------------------------------------------------

0.65% 0.00%*

* The advisor waived its entire management fee.

Portfolio Managers

A team of investment professionals is primarily responsible for the day-to-
day management of the portfolios. Listed below are the leaders of that team
and a description of their business experience during the past five years.

<TABLE>
<CAPTION>
Manager Portfolio Since Experience
------------------------ ---------- ---------- --------------------------------
<S> <C> <C> <C>
Robert D. McDorman, Jr. ICM Inception Mr. McDorman joined the
Principal and Chief Small adviser in June, 1985. His
Investment Officer Company primary responsibilities are
Portfolio the management of ICM Small
Company Portfolio and related
separate accounts and equity
security analysis. Prior to
joining the adviser, Mr.
McDorman managed the Financial
Indistrial 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.
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
Manager Portfolio Since Experience
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert F. Boyd ICM 2/98 Mr. Boyd joined the adviser in
Principal Equity 1995 to focus on investment
Portfolio and quantitative/valuation
research. Mr. Boyd was a
Managing Director and
portfolio manager at
Brandywine Asset Management
from February 1994 to December
1995. Before that, he was
Senior Vice President,
Director of Research at
Mercantile-Safe Deposit and
Trust Company, as well as a
portfolio manager. Mr. Boyd
was awarded his B.S. degree
from the University of
Virginia and his M.B.A. at
Columbia University, after
which he joined Smith Barney's
research department. He is a
Chartered Financial Analyst.
</TABLE>

Listed below are additional members of the adviser's team of professionals
and a description of their business experience during the past five years.

<TABLE>
<CAPTION>
Name and Title Experience
-----------------------------------------------------------------------------
<S> <C>
Stephen T. Scott Mr. Scott specializes in the management of pension
Principal and President assets, private foundations and endowments. He
joined the adviser 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 received an M.B.A. from
Columbia University Graduate School of Business.
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
Name and Title Experience
---------------------------------------------------------------------------------------
<S> <C>
Paul L. Borssuck Mr. Borssuck joined the adviser in 1985 and heads
Principal the firm's Individual Capital Management Division.
Prior to joining the adviser, Mr. Borssuck served as
Chairman of the Investment Policy Committee at
Mercantile-Safe Deposit and Trust Company where he
managed portfolios for high net worth clients. Prior to
that, he headed the institutional funds management section
at American Security and Trust Company in Washington, D.C.
Mr. Borssuck earned his B.S. degree and M.B.A. from Lehigh
University. He is a Chartered Financial Analyst.
---------------------------------------------------------------------------------------
Andrew L. Gilchrist Mr. Gilchrist joined the adviser in 1996 as Director
Executive Vice of Investment Technology. Prior to the adviser, Mr.
President Gilchrist served as Director of Investment
Technology at Mercantile-Safe Deposit and Trust
Company for 18 years. Before that, he was with
Merrill Lynch. Mr. Gilchrist graduated with honors
in Economics from the University of Maryland and
earned a Masters from The Johns Hopkins University.
He is a member of the Society of Quantitative
Analysts.
---------------------------------------------------------------------------------------
Julie L. Hale Ms. Hale joined the adviser in 1998 with seventeen
Senior Vice President years of investment experience. Prior to joining
the adviser, she was a Senior Vice President and
mutual fund manager for NationsBank Corporation from
1991 to 1998. She has a B.S. degree from Mt. St.
Mary's College and an M.B.A. from Kent State
University. Ms. Hale is a Chartered Financial
Analyst and a member of the National Association of
Petroleum Investment Analysts (NAPIA).
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Name and Title Experience
---------------------------------------------------------------------------------------
<S> <C>
Daniel O. Shackelford Mr. Shackelford joined the adviser in 1993. Prior
Principal to joining the adviser, he was Assistant Director of
Investments for the University of North Carolina.
He has specific expertise in the utilization of
financial futures and options and came to THE
ADVISER with thirteen years of experiencein
international fixed income management. Mr.
Shackelford is portfolio manager for the ICM Fixed
Income Fund and related separate accounts. He
received his B.S. degree in Business Administration
from the University of North Carolina and an M.B.A.
from the Fuqua School of Business at Duke
University. He is a Chartered Financial Analyst.
----------------------------------------------------------------------------------------
Simeon F. Wooten, III Mr. Wooten joined the adviser in 1998 as a research
Senior Vice President analyst and as a member of the management team of
the ICM Small Company Portfolio. Prior to joining
the adviser, he served as Vice President/Research at
Adams Express Company, which he joined in 1980. He
is a graduate of the Wharton School of the
University of Pennsylvania. Mr. Wooten is a
Chartered Financial Analyst and Certified Public
Accountant Shareholder Servicing Arrangements
------------------------------------------------------------------------------
William V. Heaphy Mr. Heaphy joined the adviser in 1994 as a security
Vice President analyst in the equity research department. Prior to
joining the adviser, Mr. Heaphy was an associate in
the Baltimore law firm of Ober, Kaler, Grimes and
Shriver, and before that, a staff auditor with Price
Waterhouse. Mr. Heaphy earned his law degree from
the University of Maryland School of Law and his
B.S. from Lehigh University. He is a Certified
Public Accountant and Chartered Financial Analyst.
</TABLE>

20
<PAGE>

SHAREHOLDER SERVICING ARRANGEMENTS
---------------------------------------------------------------------------

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their
clients account fees for buying or redeeming shares of the UAM Funds.
These fees may include transaction fees and/or service fees paid by
the UAM Funds from their assets attributable to the service agent. The
UAM Funds do not pay these fees on shares purchased directly from UAM
Fund Distributors. The service agents may provide shareholder services
to their clients that are not available to a shareholder dealing
directly with the UAM Funds. Each service agent is responsible for
transmitting to its clients a schedule of any such fees and
information regarding any additional or different purchase or
redemption conditions. You should consult your service agent for
information regarding these fees and conditions.

21
<PAGE>

The adviser may pay its affiliated companies for referring investors
to the portfolio. The adviser and its affiliates may, at their own
expense, pay qualified service providers for marketing, shareholder
servicing, record-keeping and/or other services performed with respect
to the portfolios.

UAM Fund Distributors, the adviser and certain of their other
affiliates also participate, as of the date of this prospectus, in an
arrangement with Salomon Smith Barney under which Salomon Smith Barney
provides certain defined contribution plan marketing and shareholder
services and receives 0.15% of the portion of the daily net asset
value of Institutional Class Shares held by Salomon Smith Barney's
eligible customer accounts in addition to amounts payable to all
selling dealers. The UAM Funds also compensate Salomon Smith Barney
for services it provides to certain defined contribution plan
shareholders that are not otherwise provided by the UAM Funds'
administrator.

The UAM Funds also offer Institutional Service Class shares, which pay
marketing or shareholder servicing fees, and Adviser Class shares,
which impose a sales load and fees for marketing and shareholder
servicing, for certain of its portfolios. Not all of the UAM Funds
offer all of these classes.

22
<PAGE>

FINANCIAL HIGHLIGHTS

ICM SMALL COMPANY PORTFOLIO

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning
of Period $27.82 $20.71 $19.04 $17.05 $18.75
-------------------------------------------------------------------------------
Income from Investment
Operations
Net Investment Income 0.28 0.23 0.24 0.16 0.09
Net Gains or losses on
Securities (Realized and
Unrealized) (1.58) 8.27 2.59 2.70 0.64
-------------------------------------------------------------------------------
Total From Investment
Operations (1.30) 8.50 2.83 2.86 0.73
-------------------------------------------------------------------------------
Less Distributions
Dividends (From Net
Investment Income) (0.24) (0.20) (0.24) (0.14) (0.09)
Distributions (From
Capital Gains) (1.93) (1.19) (0.92) (0.73) (2.34)
-------------------------------------------------------------------------------
Total Distributions (2.17) (1.39) (1.16) (0.87) (2.43)
-------------------------------------------------------------------------------
Net Asset Value, End of
Period $24.35 $27.82 $20.71 $19.04 $17.05
===============================================================================
Total Return (5.04)% 43.28% 15.62% 17.73% 4.59%
===============================================================================
Ratios/Supplemental Data
Net Assets, End of Period
(Thousands) $618,590 $518,377 $320,982 $250,798 $115,761
Ratio of Expenses to
Average Net Assets 0.89% 0.89% 0.88% 0.87% 0.93%
</TABLE>

23
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Net Investment
Income to Average Net
Assets 1.12% 0.97% 1.20% 1.02% 0.58%
Portfolio Turnover Rate 22% 23% 23% 20% 21%
</TABLE>

24
<PAGE>

ICM EQUITY PORTFOLIO

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
FISCAL YEAR ENDED OCTOBER 31, 1998 1997 1996 1995 1994
-------------------------------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period $18.27 $14.49 $12.14 $10.41 $9.94
-------------------------------- ---------- --------- --------- --------- ---------
Income from Investment
Operations
Net Investment Income 0.34 0.28 0.30 0.26 0.20
Net Gains or losses on
Securities (Realized and
Unrealized) (1.06) 4.74 2.76 1.75 0.45
-------------------------------- ---------- --------- --------- --------- ---------
Total From Investment
Operations (0.72) 5.02 3.06 2.01 0.65
-------------------------------- ---------- --------- --------- --------- ---------
Less Distributions
Dividends (From Net
Investment Income) (0.30) (0.25) (0.28) (0.26) (0.18)
Distributions (From
Capital Gains) (0.38) (0.99) (0.43) (0.02) --
-------------------------------- ---------- --------- --------- --------- ---------
Total Distributions (0.68) (1.24) (0.71) (0.28) (0.18)
-------------------------------- ---------- --------- --------- --------- ---------
Net Asset Value, End of Period $16.87 $18.27 $14.49 $12.14 $10.41
================================ ========== ========= ========= ========= =========
Total Return+ (4.14)% 36.98% 26.23% 19.62% 6.63%
================================ ========== ========= ========= ========= =========
Ratios/Supplemental Data
Net Assets, End of Period
(Thousands) $33,469 $46,598 $7,868 $6,865 $3,659
Ratio of Expenses to
Average Net Assets 0.90% 0.90% 0.90% 0.92% 0.90%
Ratio of Net Investment
Income to Average Net
Assets 1.74% 1.91% 2.30% 2.44% 2.15%
Portfolio Turnover Rate 61% 31% 57% 37% 17%
</TABLE>

+ Total return would have been lower had certain expenses not been
waived and assumed by the adviser and its affiliates during the
period.

25
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares of a UAM Fund, check daily NAVs or
get additional information.

<TABLE>
<CAPTION>
Trading CUSIP Number Portfolio
Symbol Number
<S> <C> <C> <C>
--------------------------------- ------- ------------- ------------
ICM Equity Portfolio ICMEX 902555788 893
--------------------------------- ------- ------------- ------------
ICM Small Company Portfolio ICSCX 902555762 895
</TABLE>

<PAGE>

ICM PORTFOLIOS

For investors who want more information about ICM Equity and Small Company
Portfolios, the following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of ICM Equity and Small Company
Portfolios provide additional information about their investments. In each
annual report, you will also find a discussion of the market conditions and
investment strategies that significantly affected the performance of ICM
Portfolios during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about ICM Portfolios and
is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries from the
following sources.

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-5683.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE MCKEE PORTFOLIOS

Institutional Class Prospectus

McKee U.S. Government Portfolio
Mckee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

Table Of Contents

<TABLE>
<S> <C>
PORTFOLIO SUMMARY.................................................. 1

What are the Objectives of the Portfolios?........................ 1
What are the Principal Investment Strategies of the Portfolios?... 1
What are the Principal Risks of the Portfolios?................... 2
How have the Portfolios Performed?................................ 4
What are the Fees and Expenses of the Portfolios?................. 7

INVESTING WITH THE UAM FUNDS....................................... 9

Buying Shares..................................................... 9
Redeeming Shares.................................................. 11
Exchanging Shares................................................. 11
Transaction Policies.............................................. 11

ACCOUNT POLICIES................................................... 15

Small Accounts.................................................... 15
Distributions..................................................... 15
Federal Taxes..................................................... 15

Fund Details....................................................... 17

Principal Investments and Risks of the Portfolios................. 17
Other Investment Practices and Strategies......................... 21
Year 2000......................................................... 22
Investment Management............................................. 23
Shareholder Servicing Arrangements................................ 24

FINANCIAL HIGHLIGHTS............................................... 26

McKee U.S. Government Portfolio................................... 26
McKee Domestic Equity Portfolio................................... 28
McKee International Equity Portfolio.............................. 28
McKee Small Cap Equity Portfolio................................. 2
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the McKee Portfolios. The McKee
Portfolios cannot guarantee they will meet their investment objectives. A
portfolio may not change its investment objective without shareholder
approval.

MCKEE U.S. GOVERNMENT PORTFOLIO

McKee U.S. Government Portfolio seeks a high level of current income
consistent with preservation of capital by investing primarily in U.S.
Treasury and Government agency securities.

MCKEE DOMESTIC EQUITY PORTFOLIO

McKee Domestic Equity Portfolio seeks a superior long-term total return over a
market cycle by investing primarily in equity securities of U.S. issuers.

MCKEE INTERNATIONAL EQUITY PORTFOLIO

McKee International Equity Portfolio seeks 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

McKee Small Cap Equity Portfolio seeks a superior long-term total return by
investing primarily in the equity securities of small companies.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
the McKee Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

MCKEE U.S. GOVERNMENT PORTFOLIO

McKee U.S. Government Portfolio normally invests at least 65% of its total
assets in securities issued by the U.S. government, including agencies. The
adviser will actively manage the portfolio to reflect its outlook for the
direction of interest rates. Based on the adviser's outlook, the dollar
weighted average maturity of the portfolio is expected to fluctuate between 5
years and 15 years.
<PAGE>

MCKEE DOMESTIC EQUITY, SMALL CAP EQUITY AND INTERNATIONAL EQUITY PORTFOLIOS

The adviser attempts to invest the assets of McKee Domestic Equity, Small Cap
Equity and International Equity Portfolios in companies whose securities it
believes the market has undervalued and whose earnings are accelerating. The
adviser selects stocks for the portfolios by applying an approach that
combines quantitative screens and fundamental security analysis. Using this
approach, the portfolios normally invest at least 65% of their assets in
equity securities of the following:

. McKee Domestic Equity Portfolio -- equity securities of U.S. companies with
medium to large market capitalizations (typically over $1 billion at the
time of purchase) that are listed on a national exchange or traded over the
counter.

. McKee Small Cap Equity Portfolio -- common stocks of companies with market
capitalizations of less than $1 billion at the time of initial purchase.

. McKee International Equity Portfolio -- companies located in at least three
countries other than the U.S.

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.
<PAGE>

MCKEE DOMESTIC EQUITY, INTERNATIONAL EQUITY AND SMALL CAP EQUITY PORTFOLIOS

MCKEE SMALL CAP EQUITY PORTFOLIO

Investors in the McKee Small Cap Equity Portfolio take on additional risks
that come with investing in stocks of smaller companies, which can be riskier
than investing in larger, more mature companies. Smaller companies may be more
vulnerable to adverse developments than larger companies because they tend to
have more narrow product lines and more limited financial resources. Their
stocks may trade less frequently and in limited volume.

MCKEE INTERNATIONAL EQUITY PORTFOLIO

Foreign securities, especially those of companies in emerging markets, can be
riskier and more volatile than domestic securities. Adverse political and
economic developments or changes in the value of foreign currency can make it
harder for a portfolio to sell its securities and could reduce the value of
your shares. Differences in tax and accounting standards and difficulties in
obtaining information about foreign companies can negatively affect investment
decisions.

MCKEE U.S. GOVERNMENT PORTFOLIO

Since the portfolio invests in debt securities, the value of its investments
could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

MCKEE U.S. GOVERNMENT, DOMESTIC EQUITY AND INTERNATIONAL EQUITY PORTFOLIOS

McKee U.S. Government, Domestic Equity and International Equity Portfolios are
"non-diversified" mutual funds. Diversifying a mutual fund's investments can
reduce the risks of investing by limiting the amount of money it invests in
any one issuer or, on a broader scale, in any one industry. Since the
portfolios are not diversified, each may invest a greater percentage of its
assets in a particular issuer. Therefore, being non-diversified may cause the
value of their shares to be more
<PAGE>

sensitive to changes in the market value of a single issuer or industry
diversified mutual funds.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

MCKEE U.S. GOVERNMENT PORTFOLIO

[GRAPH APPEARS HERE]

Highest quarter: 4.76% (4th quarter 1995).

Lowest quarter: -3.23% (1st quarter 1996).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
================================================================================
<S> <C> <C>
McKee U.S. Government Portfolio 7.11% 7.78%
================================================================================
Lehman Brothers Government Bond Index 8.49% 7.99%
- --------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index 9.47% 9.44%
- --------------------------------------------------------------------------------
</TABLE>

* The portfolio began operations on 3/2/95. Index comparisons begin on
2/28/95.

MCKEE DOMESTIC EQUITY PORTFOLIO

[GRAPH APPEARS HERE]

<PAGE>

Highest quarter: 17.47% (4th quarter 1998).

Lowest quarter: -14.77% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
================================================================================
<S> <C> <C>
McKee Domestic Equity Portfolio 11.86% 20.09%
- --------------------------------------------------------------------------------
S&P 500 Index 28.60% 29.78%
</TABLE>

* The portfolio began operations on 3/2/95. Index comparisons begin on
2/28/95.
<PAGE>

MCKEE INTERNATIONAL EQUITY PORTFOLIO

[GRAPH APPEARS HERE]

Highest quarter: 17.18% (2nd quarter 1997).

Lowest quarter: -14.83% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
================================================================================
<S> <C> <C>
McKee International Equity Portfolio 8.94% 7.78%
- --------------------------------------------------------------------------------
Morgan Stanley Capital 20.00% 8.39%
International EAFE Index
</TABLE>

* The portfolio began operations on 5/26/94. Index comparisons begin on
5/31/94.

MCKEE SMALL CAP EQUITY PORTFOLIO

[GRAPH APPEARS HERE]

Highest quarter: 11.90% (4th quarter 1998).

Lowest quarter: -20.53% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since Inception*
================================================================================
<S> <C> <C>
McKee Small Cap Equity Portfolio -9.11% -8.19%
- --------------------------------------------------------------------------------
Russell 2000 Index -2.55% -1.27%
</TABLE>

* The portfolio began operations on 11/4/97. Index comparisons begin on
10/31/97.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- -------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio.

<TABLE>
<CAPTION>
MCKEE MCKEE
MCKEE U.S. DOMESTIC INTERNATIONAL MCKEE SMALL
GOVERNMENT EQUITY EQUITY CAP EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management fees 0.45% 0.65% 0.70% 1.00%
-------------------------------------------------------------------------------
Other Expenses 0.51% 0.37% 0.30% 0.27%
-------------------------------------------------------------------------------
Total Expenses 0.96% 1.02% 1.00% 1.27%
</TABLE>

EXAMPLE

This example can help you to compare the cost of investing in these
portfolios to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in a portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that
you paid the total expenses stated above throughout the period of your
investment.

Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
McKee U.S. Government Portfolio $ 98 $306 $531 $1,178
-------------------------------------------------------------------------------
McKee Domestic Equity Portfolio $104 $325 $563 $1,248
-------------------------------------------------------------------------------
McKee International Equity Portfolio $102 $318 $552 $1,225
-------------------------------------------------------------------------------
McKee Small Cap Equity Portfolio $129 $403 $697 $1,534
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks payable the UAM Funds. Be sure your
to "UAM Funds" (the UAM check identifies clearly your
Funds will not accept name, account number and
third-party checks). the portfolio into which you
want to invest.
---------------------------------------------------------------------------
By Wire Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and wire
wire control number and your money to the UAM Funds.
then send your completed
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment completed application to the
Plan (Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel
or change it.
---------------------------------------------------------------------------

Minimum $2,500-- regular accounts $100
Investments $500 -- IRAs
$250 -- spousal IRAs
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
---------------------------------------------------------------------------
By Telephone You must first establish the telephone
redemption privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain
holidays.

Securities that are traded on foreign exchanges may trade on days when a
portfolio does not price its shares. Consequently, the value of the
portfolios
<PAGE>

may change on days when you are unable to purchase or redeem shares of the
portfolios.

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

CALCULATING NAV

IN-KIND TRANSACTIONS

Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a UAM Fund with securities instead of cash. In addition, the UAM
Funds may pay all or part of your redemption proceeds with securities
instead of cash.

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of
a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.
<PAGE>

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

Account Policies

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

FEDERAL TAXES
- --------------------------------------------------------------------------------

The following is a summary of the federal income tax consequences of
investing in these portfolios. You may also have to pay state and local
taxes on your investment. You should always consult your tax advisor for
specific guidance regarding the tax effect of your investment in the UAM
Funds.

Taxes on Distributions

Taxes on Exchanges and Redemptions

- --------------------------------------------------------------------------------
<PAGE>

Backup Withholding

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.

- --------------------------------------------------------------------------------
<PAGE>

Fund Details

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the McKee Portfolios may employ in seeking their objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find information on each
portfolio's recent strategies and holdings in the current annual/semiannual
report. The portfolio may change these strategies without shareholder
approval.

McKee U.S. Government Portfolio

The portfolio normally invests at least 65% of its assets in securities
issued by the U.S. government and its agencies and instrumentalities. The
portfolio principally invests in the following government securities:

. U.S. Treasury bills, notes and bonds.

. Securities (including mortgage-backed securities) of the Government
National Mortgage Association, Federal Home Loan Bank, Federal Home
Loan Mortgage Corporation, Federal National Mortgage Association and
other U.S. government agencies and instrumentalities.

In addition, to the securities mentioned above, the portfolio may also
invest in other types of investment-grade debt securities.

Although, the adviser intends to limit the investments of the portfolio to
those that are investment-grade it reserves the right to retain securities
that are downgraded if it believes that keeping those securities is
warranted.

The portfolio also may invest up to 25% of its assets in cash and cash
equivalents.

The adviser will actively manage the portfolio based on its outlook for the
direction of interest

- --------------------------------------------------------------------------------
<PAGE>

rates. The adviser expects the dollar weighted average maturity of the
portfolio to range between 5 and 15 years.

Debt Securities

- --------------------------------------------------------------------------------
<PAGE>

McKee Domestic Equity, International and Small Cap Equity Portfolios

McKee Domestic Equity Portfolio normally invests at least 65% of its total
assets in equity securities of U.S. companies with medium to large market
capitalizations (typically over $1 billion at the time of purchase) that
are listed on a national exchange or traded over the counter.

McKee Small Cap Equity Portfolio normally invests at least 65% of its total
assets in common stocks of companies with market capitalizations of less
than $1 billion at the time of initial purchase.

McKee International Equity Portfolio normally invests at least 65% of its
total assets in the equity securities of companies located in at least
three countries other than the U.S.

Each portfolio may invest in American Depositary Receipts (ADRs). However,
McKee Domestic Equity and Small Cap Equity Portfolios may only invest up to
10% of their assets in ADRs.

Equity Selection Process

The stock selection process begins by screening the companies in which a
portfolio may invest to identify potentially undervalued securities. Such
screens include price/earnings ratios, earnings momentum and earnings
surprise. Stocks in the top 25% of each economic sector (a group of
industries used to categorize and divide securities) as determined by the
above screens will form the adviser's focus list. Using fundamental
security analysis, company management interviews and an assessment of
opinions of street analysts and consultants, the adviser selects a
portfolio of stocks from the focus list with the best combination of value
and earnings momentum. The adviser looks for companies with strong balance
sheets, competent management and comparative business advantages such as
costs, products and geographical location.

For McKee Domestic Equity and Small Cap Equity Portfolios, the portfolio
attempts to manage risk by broadly and systematically diversifying its
investments. The adviser believes that the portfolios can achieve a broad
diversification by maintaining exposure to most major economic sectors and
industries that comprise their relative universes. S&P 500 Index
economic

- --------------------------------------------------------------------------------
<PAGE>

sector weights serve as guidelines for McKee Domestic Equity Portfolio.
Likewise, Russell 2000 Index economic sector weights will serve as
guidelines for McKee Small Cap Equity Portfolio.

McKee International Equity Portfolio will attempt to minimize risk through
systematic country and economic sector diversification. The adviser will
deliberately allocate the assets of the portfolio to most major markets and
industries within the Morgan Stanley Capital International EAFE Index.
However, the portfolio may buy stocks that are not included in countries
and industries comprising the Morgan Stanley Capital International EAFE
Index. Based on this strategy the portfolio will generally hold more than
50 stocks selected from at least 15 countries.

Equity Securities

Risks of Investing in Foreign Securities

Foreign securities, foreign currencies, and securities issued by U.S.
entities with substantial foreign operations may involve significant risks
in addition to the risks inherent in U.S. investments.

- --------------------------------------------------------------------------------
<PAGE>

currency, called the Euro. The nations that use the Euro will have the same
monetary policy regardless of their domestic economy, which could have
adverse effects on those economies. In addition, the method by which the
conversion to the Euro is implemented could negatively affect the
investments of a portfolio.

ADRs are certificates evidencing ownership of shares of a foreign issuer
that are issued by depository banks and generally trade on an established
market in the United States or elsewhere. Although they are alternatives to
directly purchasing the underlying foreign securities in their national
markets and currencies, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolios may invest in derivatives and may
deviate from their investment strategies from time to time. In addition,
they may employ investment practices that are not described in this
prospectus, such as repurchase agreements, when-issued and forward
commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

- --------------------------------------------------------------------------------
<PAGE>

Derivatives

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

Short-Term Investing

Year 2000
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<PAGE>

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

Investment Adviser

C.S. McKee & Co., Inc., a Pennsylvania corporation located at One Gateway
Center, Pittsburgh, PA 15222, is the investment adviser to each of the
portfolios. The adviser manages and supervises the investment of each
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to pension and profit sharing plans, trusts and endowments, 401(k)
and thrift plans, corporations and other institutions and individuals since
1931.

Set forth in the table below are the management fees the portfolios paid
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of net assets. In addition the adviser voluntarily agreed to
limit the expenses of McKee Small Cap Equity Portfolio to 1.75% of its
average daily net assets. To maintain this expense limit, the adviser may
waive a portion of its management fee and/or reimburse certain expenses of
the portfolio. The adviser intends to continue its expense limitation until
further notice.

<TABLE>
<CAPTION>
McKee U.S. McKee
Government McKee Domestic International McKee Small Cap
Portfolio Equity Portfolio Equity Portfolio Equity Portfolio
-------------------------------------------------------------------------------
<S> <C> <C> <C>
0.45% 0.65% 0.70% 1.00%
</TABLE>

Portfolio Managers

Listed below are 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.

<TABLE>
<CAPTION>
Manager Experience
------------------------------------------------------------------------------
<S> <C>
McKee U.S. Government Portfolio
Joseph F. Bonomo, Jr. Mr. Bonomo has 31 years of investment experience. He
Director of Fixed- joined the adviser as Senior Vice President and
Income and Chief Director of Fixed Income in 1994 and was previously
Economist 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.
-------------------------------------------------------------------------------
McKee Domestic Equity Portfolio
</TABLE>

- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
Manager Experience
-------------------------------------------------------------------------------------
<S> <C>
Kathryn J. Murin Ms. Murin has 22 years of investment experience. She
Associate Director joined the adviser as a Vice President and Equity
of Equities Analyst in 1985 and became Senior Vice President in
1992. She was previously a senior investment officer
at Equibank. She is a graduate of Chatham College (BA)
and is a Chartered Financial analyst.
-------------------------------------------------------------------------------------
McKee International Equity Portfolio
Walter C. Bean Mr. Bean has 28 years of investment experience. He
Director of Equities joined the adviser as Senior Vice President and
Director of Equities 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 Financial
Analyst.
------------------------------------------------------------------------------------
McKee Small Cap Equity Portfolio
Walter C. Bean Mr. Bean's biography is provided above under McKee
Director of Equities International Equity Portfolio.
------------------------------------------------------------------------------------
Brian C. Jacobs Mr. Jacobs has four years of investment experience. He
Vice President joined the adviser as a Vice President and Equity
Analyst in 1996. He was previously in the financial
administration group of PNC Bank. He is a graduate of
Allegheny College (BA) and Duke University (MBA) and is
a Chartered Financial Analyst.
</TABLE>

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

Shareholder Servicing

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay

- --------------------------------------------------------------------------------
<PAGE>

qualified service providers for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to the
portfolios.

- --------------------------------------------------------------------------------
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
MCKEE U.S. GOVERNMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FISCAL YEAR ENDED OCTOBER 31, 1998 1997 1996 1995#
------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year $10.84 $10.58 $10.76 $10.00
------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.62 0.54 0.46 0.28

Net Gains or losses on Securities
(Realized and Unrealized) 0.16 0.25 (0.07)++ 0.71
------------------------------------------------------------------------------------------------
Total From Investment
Operations 0.78 0.79 0.39 0.99
------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment
Income) (0.62) (0.53) (0.44) (0.23)
Distributions (From Capital Gain) (0.07) -- -- --
In Excess of Net Realized Gain -- -- (0.13) --
------------------------------------------------------------------------------------------------
Total Distributions (0.69) (0.53) (0.57) (0.23)
-------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $10.93 $10.84 $10.58 $10.76
=================================================================================================
Total Return 7.35% 7.73% 3.77%+ 9.96%+**
=================================================================================================
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $36,481 $57,527 $23,118 $6,069
Ratio of Expenses to Average Net 0.96% 0.94% 1.13% 0.89%*
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
Assets
Ratio of Net Investment Income to
Average Net Assets 5.51% 5.67% 5.39% 5.39%*
Portfolio Turnover Rate 119% 124% 83% 104%
</TABLE>

# For the period March 2, 1995 (commencement of operations) to October 31,
1995.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and it affiliates during the
periods.
* Annualized.
** Not annualized.
++ The amount shown for the year ended October 31, 1996 for a share
outstanding throughout the period does not accord with the aggregate net
gains on investments for the period because of the sales and repurchases
of the portfolio shares in relation to fluctuating market value of the
investments of the portfolio.
<PAGE>

<TABLE>
<CAPTION>
McKee Domestic Equity Portfolio
-------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995#
------------------------------------ ---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $16.86 $13.38 $11.44 $10.00
------------------------------------ ---------- --------- ---------- -----------
Income from Investment Operations
Net Investment Income 0.08 0.10 0.10 0.08
Net Gains or losses on Securities
(Realized and Unrealized) 0.46 3.92 2.08 1.43
------------------------------------ ---------- --------- ---------- -----------
Total From Investment Operations 0.54 4.02 2.18 1.51
------------------------------------ ---------- --------- ---------- -----------
Less Distributions
Dividends (From Net Investment
Income) (0.08) (0.10) (0.09) (0.07)
Distributions (From Capital
Gains) (1.29) (0.44) (0.15) --
------------------------------------ ---------- --------- ---------- -----------
Total Distributions (1.37) (0.54) (0.24) (0.07)
------------------------------------ ---------- --------- ---------- -----------
Net Asset Value, End of Year $16.03 $16.86 $13.38 $11.44
==================================== ========== ========= ========== ===========
Total Return 3.36% 30.96% 19.31%+ 15.13%+@
==================================== ========== ========= ========== ===========
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $49,387 $107,389 $62,170 $6,427
Ratio of Expenses to Average Net
Assets 1.02% 0.94% 0.99% 1.08%*
Ratio of Net Investment Income to
Average Net Assets 0.46% 0.64% 0.93% 1.12%*
Portfolio Turnover Rate 61% 47% 42% 27%
</TABLE>

<TABLE>
<CAPTION>
McKee International Equity Portfolio
------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994++
------------------------------- -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $12.42 $10.55 $10.03 $10.40 $10.00
------------------------------- -------- --------- --------- --------- ---------
Income from Investment
Operations
Net Investment Income 0.12 0.11 0.09 0.11 0.04
Net Gains or losses on
Securities (Realized and
Unrealized) (0.03) 2.01 0.73 (0.39) 0.39
------------------------------- -------- --------- --------- --------- ---------
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Total From Investment
Operations 0.09 2.12 0.82 (0.28) 0.43
------------------------------- -------- --------- --------- --------- ---------
Less Distributions
Dividends (From Net
Investment Income) (0.11) (0.11) (0.09) (0.09) (0.03)
Distributions (From Capital
Gains) (1.17) (0.14) (0.21) --
------------------------------- -------- --------- --------- --------- ---------
Total Distributions (1.28) (0.25) (0.30) (0.09) (0.03)
------------------------------- -------- --------- --------- --------- ---------
Net Asset Value, End of Year $11.23 $12.42 $10.55 $10.03 $10.40
------------------------------- -------- --------- --------- --------- ---------
Total Return 1.18% 20.31% 8.29% (2.69)% 4.31%+@
=============================== ======== ========= ========= ========= =========
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $134,075 $103,050 $91,224 $74,893 $37,257
Ratio of Expenses to Average

Net Assets 1.00% 0.98% 1.01% 0.97% 1.12%*
Ratio of Net Investment
Income to Average Net
Assets 1.08% 0.95% 0.92% 1.16% 0.97%*
Portfolio Turnover Rate 20% 29% 9% 7% 11%
</TABLE>
<PAGE>

# For the period March 2, 1995 (commencement of operations) to October 31,
1995.

++ For the period May 26, 1994 (commencement of operations) through October 31,
1994.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser during the period indicated.
* Annualized.

@ Not annualized

1
<PAGE>

MCKEE SMALL CAP EQUITY PORTFOLIO
- ----------------------------------

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998#
-------------------------------------------------------------------- -----------
<S> <C>
Net Asset Value, Beginning of Year $10.00
-------------------------------------------------------------------- -----------
Income from Investment Operations
Net Investment Loss (0.01)
Net Gains or losses on Securities (Realized and Unrealized) (1.52)
-------------------------------------------------------------------- -----------
Total From Investment Operations (1.53)
-------------------------------------------------------------------- -----------
Less Distributions
Distributions (From Capital Gains) (0.01)
-------------------------------------------------------------------- -----------
Total Distributions (0.01)
-------------------------------------------------------------------- -----------
Net Asset Value, End of Year $8.46
-------------------------------------------------------------------- -----------
Total Return (15.36)%**
==================================================================== ===========
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $81,451
Ratio of Expenses to Average Net Assets 1.27%*
Ratio of Net Investment Income (Loss) to Average Net Assets (0.12)%*
Portfolio Turnover Rate 5%
</TABLE>

# For the period November 4, 1997 (commencement of operations) to October
31, 1998.

* Annualized.

** Not annualized.

2
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
-------------------------------------- ------------ ------------- ------------
<S> <C> <C> <C>
McKee U.S. Government Portfolio MKGBX 902555754 899
-------------------------------------- ------------ ------------- ------------
McKee Domestic Equity Portfolio MKDEX 902555747 896
-------------------------------------- ------------ ------------- ------------
McKee International Equity Portfolio MKIEX 902555739 897
-------------------------------------- ------------ ------------- ------------
McKee Small Cap Equity Portfolio MKSSX 902555366 898
</TABLE>
<PAGE>

THE MCKEE PORTFOLIOS

For investors who want more information about the McKee Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the McKee Portfolios provide
additional information about their investments. In each annual report, you
will also find a discussion of the market conditions and investment
strategies that significantly affected the performance of the McKee
Portfolios during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the McKee Portfolios
and is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolios and SAI by writing
to the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by
calling the SEC at 1-800-SEC-0330. You can get copies of this information
for free, on the SEC's Internet site at www.sec.gov.

The portfolio's Investment Company Act of 1940 file number is 811-5683.

UAM
<PAGE>

UAM Funds
Funds for the Informed Investor(SM)

THE NWQ PORTFOLIOS
Institutional Class Prospectus

NWQ Special Equity Portfolio
NWQ Balanced Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passes upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO SUMMARY............................................................ 1

What are the Objectives of the Portfolios?................................. 1
What are the Principal Investment Strategies of the Portfolios?............ 1
What are the Principal Risks of the Portfolios?............................ 2
How have the Portfolios Performed?......................................... 3
What are the Fees and Expenses of the Portfolios?.......................... 6

INVESTING WITH THE UAM FUNDS.................................................. 8

Buying Shares.............................................................. 8
Redeeming Shares........................................................... 0
Exchanging Shares.......................................................... 10
Transaction Policies....................................................... 10

ACCOUNT POLICIES.............................................................. 13

Small Accounts............................................................. 13
Distributions.............................................................. 13
Federal Taxes.............................................................. 13

FUND DETAILS.................................................................. 15

Principal Investments and Risks of the Portfolios.......................... 15
Other Investment Practices and Strategies.................................. 19
Year 2000.................................................................. 20
Investment Management...................................................... 21
Shareholder Servicing Arrangements......................................... 27

FINANCIAL HIGHLIGHTS.......................................................... 29

NWQ Balanced Portfolio..................................................... 29
NWQ Special Equity Portfolio............................................... 31
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the NWQ Portfolios. The NWQ
Portfolios cannot guarantee they will meet their investment objectives. A
portfolio may not change its investment objective without shareholder
approval.

NWQ BALANCED PORTFOLIO

NWQ Balanced Portfolio seeks consistent, above-average returns with minimum
risk to principal by investing primarily in a combination of
investment-grade fixed-income securities and common stocks of companies
with above-average statistical value which are in fundamentally attractive
industries and which, in the adviser's opinion, are undervalued at the time
of purchase.

NWQ SPECIAL EQUITY PORTFOLIO

NWQ Special Equity Portfolio seeks long-term capital 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 appreciation.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
of the NWQ Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

<PAGE>

NWQ SPECIAL EQUITY PORTFOLIO

NWQ Special Equity Portfolio normally invests at least 65% of its total
assets in equity securities of large, mid and small capitalizations that it
selects on an opportunistic basis. The portfolio seeks to identify
undervalued companies where a catalyst such as new management, industry
consolidation or company restructuring exists to improve a company's
profitability. The portfolio also may invest up to 35% of its total asses
in investment-grade debt securities.

NWQ BALANCED PORTFOLIO

NWQ Balanced Portfolio actively varies its asset composition among equity
securities, debt securities and cash to maximize the portfolio's return and
reduce volatility. The process focuses on the expected returns of each
asset type relative to each other, market conditions and the adviser's
economic outlook. The portfolio will typically invest:

. Approximately 60% of its assets in common stock of companies with
medium to large market capitalizations that are listed on a national
exchange or traded over-the-counter. The adviser uses an approach that
combines quantitative and fundamental analyses to select companies
within industries having positive fundamentals and price-to-book,
price-to-earnings and dividend yield ratios that are attractive
relative to the average stock.

. 30% percent of its assets in debt securities. The adviser uses a
strategy that increases debt securities and lengthens maturity when
interest rates decline, and likewise decreases ownership and shortens
maturity when interest rates are rising.

. 10% of its assets in cash and cash equivalents.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing
in the portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:
<PAGE>

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

NWQ SPECIAL EQUITY PORTFOLIO

Since the portfolio invests mainly in equity securities, its principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular company.

The portfolio is value oriented and may not perform as well as certain
other types of equity mutual funds during periods when value stocks are out
of favor.

NWQ BALANCED AND SPECIAL EQUITY PORTFOLIOS

Shareholders that invest in the portfolios take on the risks that come with
investing in equity securities discussed above.

To the extent the portfolio invests in debt securities, the value of its
investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities
to fall.

. A security's credit rating worsens or its issuer becomes unable to
honor its financial obligations.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full year. The table following each bar chart compares each portfolio's
average annual returns for the periods indicated to those of a broad-based
securities market index. Past performance does not guarantee future
results.
<PAGE>

NWQ Balanced Portfolio

[BAR CHART APPEARS HERE]

Highest quarter: 11.11% (2nd quarter 1997).
Lowest quarter: -8.66% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return 1 Year Since Inception*
----------------------------------------------------------------------------
<S> <C> <C>
NWQ Balanced Portfolio 0.80% 12.22%
----------------------------------------------------------------------------
S&P 500 Index 28.60% 27.67%
----------------------------------------------------------------------------
Lehman Brothers Government/Corporate Index 9.47% 8.91%
----------------------------------------------------------------------------
Salomon Brothers 3-month Treasury Bill
Average 5.06% 5.29%
----------------------------------------------------------------------------
Balanced Index+ 20.51% 19.80%
</TABLE>

+ Balanced Index is a combined index of which 60% reflects S&P 500 Index,
30% the Lehman Brothers Government/Corporate Index and 10% the Salomon
Brothers 3-Month Treasury Bill Average.

* The portfolio began operations on 8/2/94. Index comparisons begin on
7/31/94.
<PAGE>

NWQ Special Equity Portfolio

[BAR CHART APPEARS HERE]

Highest quarter: 15.45% (4th quarter 1998).
Lowest quarter: -17.83% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return 1 Year Since Inception*
-------------------------------------------------------------------------------
<S> <C> <C>
NWQ Special Equity Portfolio 7.41% 5.54%
-------------------------------------------------------------------------------
S&P 500 Index 28.60% 27.94%
</TABLE>

* The portfolio began operations on 11/4/97. Index comparisons begin on
10/31/97
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. This table is presented in the format required
by the SEC may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
NWQ Special Equity
NWQ Balanced Portfolio Portfolio
-------------------------------------------------------------------------------
<S> <C> <C>
Management fees 0.70% 0.85%
-------------------------------------------------------------------------------
Other expenses 0.47% 1.13%
-------------------------------------------------------------------------------
Total Expenses* 1.17% 1.98%
</TABLE>

* Actual Fees and Expenses The amounts stated in the table above are
higher than the expenses you would have actually paid as an investor in
these portfolios. Due to certain expense limits by the adviser and
expense offsets, investors in the portfolios actually paid the total
operating expenses listed in the table during the fiscal year ended
October 31, 1998. The adviser may cancel its expense limitation at any
time.

NWQ Balanced Portfolio NWQ Special Equity Portfolio
----------------------------------------------------------------------------
<S> <C> <C>
Actual Expenses 1.00% 1.15%
</TABLE>

Example

This example can help you to compare the cost of investing in these
portfolios to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in a portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that
you paid the total expenses stated above (which do not reflect any expense
limitations) throughout the period of your investment.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NWQ Balanced Portfolio $119 $372 $644 $1,420
-------------------------------------------------------------------------------
NWQ Special Equity Portfolio $201 $621 $1,068 $2,306
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

<TABLE>
<CAPTION>
BUYING SHARES
- ----------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------------
<S> <C> <C>
BY MAIL Send a check or money Send a check and, if
order and your account possible, the "Invest by
application to the UAM Mail" stub that accompanied
Funds. Make checks your statement to the UAM
payable to "UAM Funds" Funds. Be sure your check
(the UAM Funds will not identifies clearly your
accept third-party name, account number and
checks). the portfolio into which
you want to invest.
---------------------------------------------------------------------------------
BY WIRE Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and
wire control number and wire your money to the UAM
then send your completed Funds.
account application to
the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------------
BY AUTOMATIC Not Available To set up a plan, mail a
INVESTMENT PLAN completed application to
(VIA ACH) the UAM Funds. To cancel
or change a plan, write
to the UAM Funds. Allow
up to 15 days to create
the plan and 3 days to
cancel or change it.
---------------------------------------------------------------------------------
</TABLE>
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- ----------------------------------------------------------------------------------
<S> <C>
BY MAIL Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish to
redeem. Certain shareholders may have to include additional
documents.
--------------------------------------------------------------------------------
BY You must first establish the telephone redemption privilege
TELEPHONE (and, if desired, the wire redemption privilege) by completing
the appropriate sections of the account application.

Call 1-877-UAM-Link to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.
--------------------------------------------------------------------------------
BY If your account balance is at least $10,000, you may transfer
SYSTEMATIC as little as $100 per month from your UAM account to your
WITHDRAWAL financial institution.
PLAN To participate in this service, you must complete the
(VIA ACH) appropriate sections of the account application and mail
it to the UAM Funds.
EXCHANGING SHARES
- ----------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, read the prospectus of the UAM Fund for
which you want to exchange, which you may obtain from the UAM Funds. You
may not exchange shares represented by certificates over the telephone. You
may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses).

TRANSACTION POLICIES
- ----------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.
</TABLE>
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

You may buy,exchange or redeem shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy or
sell shares at the NAV on any given day, your financial intermediary must
receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription and
redemption requests, investment information, documentation and money to the
UAM Funds on time.

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of
a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

FEDERAL TAXES
- --------------------------------------------------------------------------------

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the NWQ Portfolios may employ in seeking their objectives. This discussion
is in addition to the discussion set forth in the "PORTFOLIO SUMMARY." For
more information concerning these investment practices and their associated
risks, please read the "PORTFOLIO SUMMARY" and the statement of additional
information (SAI). You can find information on each portfolio's recent
strategies and holdings in the current annual/semi-annual report. The
portfolio may change these strategies without shareholder approval.

NWQ SPECIAL EQUITY PORTFOLIO

NWQ Special Equity Portfolio normally invests at least 65% of its total
assets in equity securities. The portfolio is value oriented and seeks to
identify statistically undervalued companies where a catalyst exists to
recognize value or improve a company's profitability. These catalysts can
be new management, industry consolidation, company restructuring or a turn
in the company's
<PAGE>

fundamentals. Strong bottom up fundamental research, which focuses on both
quantitative and qualitative valuation measures drives the stock selection
process. The adviser's research team applies a broad range of quantitative
screens 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, the adviser focuses on management strength, competitive position,
industry fundamentals and corporate strategy. As a result of its broader
definition of value, the adviser '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 portfolio may invest up to 35% of its total asses in investment-grade
debt securities and up to 15% of its total assets in debt securities rated
below investment-grade (junk bonds). The adviser manages the debt portion
of the portfolio in the same way that it manages NWQ Balanced Portfolio,
which is discussed below.

NWQ BALANCED PORTFOLIO

The portfolio may invest 30%-75% of its assets in common stocks, 25%-50% in
fixed income securities, and up to 45% in cash and cash equivalents. While
the adviser may vary the investments of the portfolio within those ranges,
it will typically invest approximately:

. 60% of the assets of the portfolio in common stocks of companies with
medium to large market capitalizations that are listed on a national
exchange or traded over-the-counter.
<PAGE>

. 30% of the portfolio's assets in debt securities.

. 10% of the portfolio's assets in cash and cash equivalents.

The portfolio will invest at least 25% of its assets in senior debt
securities. The portfolio also may invest up to 10% of its total assets in
common stocks of companies with market capitalizations of less than $500
million and in debt securities that are rated below investment-grade (junk
bonds).

EQUITY STRATEGY

The adviser uses statistical measures to screen for the companies with the
best value characteristics such as below average price-to-earnings and
price-to-book ratios, above-average dividend yield and strong financial
stability. The adviser's process is different from that of other
value-oriented investment managers because it:

. Uses normalized earnings (earnings adjusted for business cycles) to
value cyclical companies.

. Focuses on quality of earnings.

. Invests using a wide variety of industry standards an benchmarks.

. Concentrates in industries/sectors having strong long-term
fundamentals.

As part of its multi-disciplined approach to capturing value, the adviser
strives to identify market sectors early in their cycle of fundamental
improvement, investor recognition and market exploitation. Industry
fundamentals employed in the decision making process are:

. Business trend analysis, which is used to analyze industry and company
fundamentals for the impact of changing worldwide product
demand/supply.

. Direction of inflation and interest rates.

. Expansion/contraction of business cycles.

The adviser then actively follows those companies that have above-average
statistical values and are in sectors identified as having positive
fundamentals on a secular basis. Company visits and interviews with
management provide the fundamental research to verify the value in these
potential investments. The adviser uses in-house research capabilities in
addition to Wall Street and numerous independent firms for economic,
industry and securities research. The portfolio will invest in those
industries with positive fundamentals and likewise will minimize risk by
avoiding industries with deteriorating secular fundamentals.

Investing in equity securities entails the risks discussed above.
<PAGE>

DEBT STRATEGY

The adviser uses an active debt strategy seeking to benefit during periods
of declining interest rates by buying more debt securities and extending
portfolio maturity. When interest rates are rising, the adviser will seek
to avoid a capital loss by shortening the maturity of the portfolio and
holding fewer debt securities. The adviser adds value to its investment
process by actively adjusting the duration of the portfolio. Average
duration may range from one to ten years and maturities may range from one
to thirty years.

DEBT SECURITIES

The debt portion of the portfolio will primarily consist of
investment-grade debt securities. Debt securities are securities issued by
the U.S. government and its agencies, corporate debt securities,
mortgage-backed and asset-backed securities, commercial paper and
certificates of deposit. These securities may have varying interest rate
schedules and maturities (the dates when a debt instrument is due and
payable). Asset-backed and mortgage-backed securities are securities that
are backed by pools of loans or mortgages assembled for sale to investors
by various governmental agencies and private issuers. Mortgage-backed
securities may generally take two forms: pass-throughs and collateralized
mortgage obligations (CMOs).

cause the portfolio to reinvest its assets at lower rates, reducing the
yield of the portfolio.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued
and forward commitment transactions, lending of securities, borrowing and
other techniques. For more information concerning the risks associated with
these investment practices, you should read the SAI.

FOREIGN INVESTMENTS

NWQ Balanced Portfolio may invest up to 20% of its assets in American
Depositary Receipts (ADRs). NWQ Special Equity Portfolio may invest up to
35% of its assets in foreign securities directly or through ADRs. ADRs are
certificates evidencing ownership of shares of a foreign issuer that are
issued by depository banks and generally trade on an established market in
the United States or elsewhere. Although they are alternatives to directly
purchasing the underlying foreign securities in their national markets and
currencies, ADRs continue to be subject to many of the risks associated
with investing directly in foreign securities.

shares. Changes in tax and accounting standards and difficulties obtaining
information about foreign companies can negatively affect investment
decisions.

DERIVATIVES

To remain fully invested and to reduce transaction costs, NWQ Special
Equity Portfolio may buy and sell derivatives, including futures and option
on stock indices, interest rates and currencies. Derivatives are often more
volatile than other investments and may magnify a portfolio's gains or
losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
<PAGE>

portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for
the year 2000 and expect that their systems will be adapted before that
date. They are also requesting information on each service provider's state
of readiness and contingency plan. However, at this time the degree to
which the year 2000 issue will affect the UAM Funds' investments or
operations cannot be predicted. Any negative consequences could adversely
affect your investment in the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

NWQ Investment Management Company, Inc., a California corporation located
at 2049 Century Park East, 4th Floor, Los Angeles, California 90067, is the
investment adviser the portfolios. The adviser manages and supervises the
investment of each portfolio's assets on a discretionary basis. The
adviser, an affiliate of United Asset Management Corporation, has provided
investment management services to institutional and high net worth
individuals since in 1982.

Set forth in the table below are the management fees the portfolios paid
the adviser during the fiscal year ended October 31, 1998 expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the expense of these portfolios. To maintain this expense
limit, the adviser may waive a portion of its management fee and/or
reimburse certain expenses of the portfolios. The adviser intends to
continue its expense limitation until further notice.

<TABLE>
<CAPTION>
NWQ Balanced Portfolio NWQ Special Equity Portfolio
--------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.63% 0.00%*
--------------------------------------------------------------------------
Expense Limit 1.10% 1.25%
</TABLE>
<PAGE>

* The adviser waived its entire management fee.

PORTFOLIO MANAGERS

NWQ Balanced Portfolio

An investment committee is responsible for the day-to-day management of NWQ
Balanced Portfolio.

NWQ SPECIAL EQUITY PORTFOLIO

Jon D. Bosse, CFA, is the Portfolio Manager of NWQ Special Equity
Portfolio. Mr. Bosse 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 Research at ARCO Investment Management
Company.

ADVISER'S HISTORICAL PERFORMANCE

The adviser manages separate accounts of equity securities that have the
same investment objectives as the NWQ Special Equity Portfolio and balanced
accounts with the same investment objectives as NWQ Balanced Portfolio. The
adviser manages these accounts using techniques and strategies
substantially similar, though not always identical, to those used to manage
the portfolios. Composites of the performance of all of these separate
accounts are listed below. The performance data for the managed accounts
reflects deductions for all fees and expenses. Because separately managed
accounts may have different fees and expenses than the portfolio, their
investment returns may differ from those of the portfolios. All fees and
expenses of the separate accounts were less than the operating expenses of
the portfolios. If the performance of the managed accounts was adjusted to
reflect fees and expenses of the portfolios, the composites' performance
would have been lower.

The adviser calculated its performance using the standards of the
Association for Investment Management and Research. Had the adviser
calculated its performance using the SEC's methods, its results might have
differed.

The separately managed accounts are not subject to investment limitations,
diversification requirements and other restrictions imposed by the
Investment Company Act of 1940 and the Internal Revenue Code. If they were,
their returns might have been lower. The performance of these separate
accounts is not intended to predict or suggest the performance of the
portfolios.
<PAGE>

<TABLE>
<CAPTION>
NWQ Investment
Management Company -- Lipper Balanced Fund
Balanced Composite* Index
-------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
1982 33.61% 30.63%
-------------------------------------------------------------------------------
1983 16.65% 17.44%
-------------------------------------------------------------------------------
1984 7.29% 7.46%
-------------------------------------------------------------------------------
1985 24.50% 29.83%
-------------------------------------------------------------------------------
1986 25.17% 18.43%
-------------------------------------------------------------------------------
1987 5.57% 4.13%
-------------------------------------------------------------------------------
1988 11.76% 11.18%
-------------------------------------------------------------------------------
1989 22.05% 19.70%
-------------------------------------------------------------------------------
1990 0.89% 0.66%
-------------------------------------------------------------------------------
1991 23.07% 25.83%
-------------------------------------------------------------------------------
1992 3.74% 7.46%
-------------------------------------------------------------------------------
1993 16.75% 11.95%
-------------------------------------------------------------------------------
1994 -3.25% -2.05%
-------------------------------------------------------------------------------
1995 27.77% 24.89%
-------------------------------------------------------------------------------
1996 14.68% 13.05%
-------------------------------------------------------------------------------
1997 21.09% 20.30%
-------------------------------------------------------------------------------
1998 4.09% 15.09%
-------------------------------------------------------------------------------

Annualized Return For
Various Periods Ended
12/31/98 (annualized)
1-year 4.09% 15.09%
-------------------------------------------------------------------------------
5-years 12.46% 13.87%
-------------------------------------------------------------------------------
10-years 12.69% 13.32%
-------------------------------------------------------------------------------
Since inception 15.30%
(1/1/82) 14.61%
-------------------------------------------------------------------------------
Cumulative Since 1,024.84%
Inception (1/1/82) 915.07%
</TABLE>

* The adviser's average annual management fee from 1/1/82 to 9/30/97 was
0.74%.
<PAGE>

During the period, fees on the adviser's individual accounts ranged from
0.30% to 1.0%. Net returns to investors vary depending on the management
fee.

<PAGE>

NWQ
Investment
Management
Company --
Special Lipper Mid
Equity S&P 400 Mid Cap Funds
Composite+ S&P 500 Index Cap Index Index
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Calendar Years
Ended:
1997 35.01% 33.36% 32.25% 17.46%
-------------------------------------------------------------------------------
1998 8.34% 28.58% 19.12% 13.92%
-------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Annualized Return
For Various Periods
Ended 12/31/98
(annualized)
1-year 8.34% 28.58% 19.12% 13.92%
-------------------------------------------------------------------------------
Since inception
(10/1/96) 25.31% 31.69% 25.62% 14.37%
-------------------------------------------------------------------------------
Cumulative Since
Inception (10/1/96) 66.12% 85.77% 67.07% 35.27%
</TABLE>

+ The adviser's imputed average annual management fee from 10/1/96 to
12/31/98 was 0.76% based on the fees paid by the adviser's special
equity accounts. Net returns to investors vary depending on the
management fee, which may be a maximum of 0.85%.

HISTORICAL PERFORMANCE OF JON BOSSE

While at ARCO Investment Management Company, Mr. Bosse managed separate
accounts using techniques and strategies substantially similar, though not
always identical, to those used to manage NWQ Special Equity Portfolio. Set
forth below is certain performance information that the adviser provided
concerning Mr. Bosse's accounts. The performance data for these accounts
reflects deductions for all fees and expenses. Because this account may
have different fees and expenses than the portfolio, their investment
returns may differ from those of the portfolios. All fees and expenses of
the separate accounts were less than the operating expenses of the
portfolios. If the performance of Mr. Bosse's account was adjusted to
reflect fees and expenses of the portfolios, the composites' performance
would have been lower. During Mr. Bosse's tenure as portfolio manager for
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 accounts performance.

<TABLE>
<CAPTION>
Lipper Mid
ARCO Value S&P 400 Mid Cap Funds
Equity Fund* S&P 500 Index Cap Index Index
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Calendar Years
Ended:
1990 0.74% -3.10% -5.13% -4.49%
-------------------------------------------------------------------------------
1991 53.57% 30.47% 50.10% 54.02%
-------------------------------------------------------------------------------
1992 30.25% 7.62% 11.91% 8.61%
-------------------------------------------------------------------------------
1993 19.71% 10.08% 13.95% 15.36%
-------------------------------------------------------------------------------
1994 8.59% 1.32% (3.58)% -2.02%
-------------------------------------------------------------------------------
1995 38.54% 37.58% 30.94% 33.08%
-------------------------------------------------------------------------------
1996* 12.56% 13.50% 12.39% 15.05%
-------------------------------------------------------------------------------
Annualized Return
For Various Periods
Ended 9/30/96
(annualized)
1-year 15.57% 20.33% 14.00% 17.06%
-------------------------------------------------------------------------------
5 Years 23.87% 15.23% 15.23% 16.06%
-------------------------------------------------------------------------------
Since inception
(1/1/90) 23.18% 13.63% 15.05% 16.26%
-------------------------------------------------------------------------------
Cumulative Since
Inception (1/1/90) 308.50% 136.93% 157.67% 176.52%
</TABLE>

* Three quarters through 9/30/96. Mr. Bosse was a Portfolio Manager and
Director of Equity Research at ARCO Investment Management Company until
September 30, 1996.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees
<PAGE>

may include transaction fees and/or service fees paid by the UAM Funds from
their assets attributable to the service agent. The UAM Funds do not pay
these fees on shares purchased directly from UAM Fund Distributors. The
service agents may provide shareholder services to their clients that are
not available to a shareholder dealing directly with the UAM Funds. Each
service agent is responsible for transmitting to its clients a schedule of
any such fees and information regarding any additional or different
purchase or redemption conditions. You should consult your service agent
for information regarding these fees and conditions.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The
financial highlights table comes from the financial statements of the
portfolios and reflects the financial results for a single portfolio
Institutional Class Share. The total returns in the table represent the
rate that an investor would have earned on an investment in the portfolios
(assuming reinvestment of all dividends and distributions).
PricewaterhouseCoopers LLP has audited the financial statements of the
portfolios. The financial statements and the unqualified opinion of
PricewaterhouseCoopers LLP are included in the annual report of the
portfolios, which is available upon request.

NWQ BALANCED PORTFOLIO
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994#
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 14.81 $ 12.39 $11.24 $ 9.84 $10.00
-------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.34 0.31 0.31 0.32 0.06
-------------------------------------------------------------------------------------
Net Gains or losses on Securities
(Realized and Unrealized) 0.04 2.47 1.21 1.40 (0.19)
-------------------------------------------------------------------------------------
Total From Investment
Operations 0.38 2.78 1.52 1.72 (0.13)
-------------------------------------------------------------------------------------
Less Distributions Dividends
(From Net Investment Income) (0.33) (0.31) (0.30) (0.32) (0.03)
-------------------------------------------------------------------------------------
Distributions (From Capital Gains) (0.46) (0.05) (0.07) -- --
-------------------------------------------------------------------------------------
Total Distributions (0.79) (0.36) (0.37) (0.32) (0.03)
-------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 14.40 $ 14.81 $12.39 $11.24 $ 9.84
=====================================================================================
Total Return+ 2.58% 22.82% 13.68% 17.80% (1.30)%++
=====================================================================================
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $14,023 $12,697 $8,624 $5,334 $1,584
Ratio of Expenses to Average
Net Assets 1.00% 1.00% 1.01% 1.04% 1.00%*
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Net Investment Income
to Average Net Assets 2.36% 2.29% 2.79% 3.30% 3.59%*
Portfolio Turnover Rate 28% 20% 31% 31% 1%
</TABLE>

# For the period August 2, 1994 (commencement of operations) to October
31, 1994.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods
indicated.
* Annualized.
++ Not annualized.
<PAGE>

NWQ SPECIAL EQUITY PORTFOLIO
- ----------------------------

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998#
--------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Year $ 10.00
--------------------------------------------------------------------------------
Income from Investment Operations
Dividends (From Net Investment Income) 0.02
Net Gains or losses on Securities (Realized and Unrealized)@ (0.01)
--------------------------------------------------------------------------------
Total From Investment Operations 0.01
--------------------------------------------------------------------------------
Net Asset Value, End of Year $ 10.01
================================================================================
Total Return+ 0.10%++
================================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $14,167
Ratio of Expenses to Average Net Assets 1.16%*
Ratio of Net Investment Income to Average Net Assets 0.42%*
Portfolio Turnover Rate 23%
</TABLE>

# For the period November 4, 1997 (commencement of operations) to October
31, 1998.
+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods.
* Annualized.
++ Not annualized.
@ The amounts shown for a share outstanding throughout the period does
not accord with aggregate net losses on investments for the period
because of the timing of sales and repurchases of the portfolio shares
in relation to fluctuating market value of the investments in the
portfolio.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
------------------------------------------------------------------------------
<S> <C> <C> <C>
NWQ Special Equity Portfolio NWQJX 902555333 916
------------------------------------------------------------------------------
NWQ Balanced Portfolio NWQLX 902555721 912
</TABLE>
<PAGE>

THE NWQ PORTFOLIOS

For investors who want more information about the NWQ Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the NWQ Portfolios provide additional
information about their investments. In each annual report, you will also
find a discussion of the market conditions and investment strategies that
significantly affected the performance of the NWQ Portfolios during the
last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the NWQ Portfolios
and is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION
- ---------------------------

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is
811-5683.
<PAGE>

UAM Funds
Funds for the Informed Investor(SM)

THE NWQ PORTFOLIOS

Institutional Service Class Prospectus

NWQ Special Equity Portfolio
NWQ Balanced Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offendse.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY............................................................ 1

What are the Objectives of the Portfolios?................................ 1
What are the Principal Investment Strategies of the Portfolios?........... 1
What are the Principal Risks of the Portfolios?........................... 2
How have the Portfolios Performed?........................................ 3
What are the Fees and Expenses of the Portfolios?......................... 6

INVESTING WITH THE UAM FUNDS................................................. 8

Buying Shares............................................................. 8
Redeeming Shares.......................................................... 10
Exchanging Shares......................................................... 10
Transaction Policies...................................................... 10

ACCOUNT POLICIES............................................................. 13

Small Accounts............................................................ 13
Distributions............................................................. 13
Federal Taxes............................................................. 13

FUND DETAILS................................................................. 15

Principal Investments and Risks of the Portfolios......................... 15
Other Investment Practices and Strategies................................. 19
Year 2000................................................................. 20
Investment Management..................................................... 21
Shareholder Servicing Arrangements........................................ 28

FINANCIAL HIGHLIGHTS......................................................... 30

NWQ Balanced Portfolio.................................................... 30
NWQ Special Equity Portfolio.............................................. 32
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the NWQ Portfolios. The NWQ
Portfolios cannot guarantee they will meet their investment objectives. A
portfolio may not change its investment objective without shareholder
approval.

NWQ BALANCED PORTFOLIO

NWQ Balanced Portfolio seeks consistent, above-average returns with minimum
risk to principal by investing primarily in a combination of investment-
grade fixed-income securities and common stocks of companies with above-
average statistical value which are in fundamentally attractive industries
and which, in the adviser's opinion, are undervalued at the time of
purchase.

NWQ SPECIAL EQUITY PORTFOLIO

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
of the NWQ Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

1
<PAGE>

NWQ SPECIAL EQUITY PORTFOLIO

NWQ BALANCED PORTFOLIO

Approximately 60% of its assets in common stock of companies with medium to
large market capitalizations that are listed on a national exchange or
traded over-the-counter. The adviser uses

. an approach that combines quantitative and fundamental analyses to
select companies within industries having positive fundamentals and
price-to-book, price-to-earnings and dividend yield ratios that are
attractive relative to the average stock.

. 10% of its assets in cash and cash equivalents.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing
in the portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:
<PAGE>

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

NWQ SPECIAL EQUITY PORTFOLIO

The portfolio is value oriented and may not perform as well as certain
other types of equity mutual funds during periods when value stocks are out
of favor.

NWQ BALANCED AND SPECIAL EQUITY PORTFOLIOS

Shareholders that invest in the portfolios take on the risks that come with
investing in equity securities discussed above.

To the extent the portfolio invests in debt securities, the value of its
investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities
to fall.

. A security's credit rating worsens or its issuer becomes unable to
honor its financial obligations.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.
<PAGE>

NWQ BALANCED PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 10.96% (2nd quarter 1997).
Lowest quarter: -8.75% (3rd quarter 1998).

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURN 1 YEAR SINCE INCEPTION*
-----------------------------------------------------------------------------
<S> <C> <C>
NWQ Balanced Portfolio 0.36% 10.89%
-----------------------------------------------------------------------------
S&P 500 Index 28.60% 27.35%
-----------------------------------------------------------------------------
Lehman Government/Corporate Index 9.47% 6.93%
-----------------------------------------------------------------------------
Salomon Brothers 3-Month Treasury Bill Average 5.06% 4.67%
-----------------------------------------------------------------------------
Balanced Index+ 20.51% 18.96%
</TABLE>

+ Balanced Index is a combined index of which 60% reflects S&P 500 Index,
30% the Lehman Brothers Government/Corporate Index and 10% the Salomon
Brothers 3-Month Treasury Bill Average.

* The portfolio began operations on 1/22/96. Index comparisons begin on
1/31/96.
<PAGE>

NWQ SPECIAL EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 15.29% (4th quarter 1998).
Lowest quarter: -17.80% (3rd quarter 1998).

Average annual return 1 Year Since Inception*
------------------------------------------------------------------------
NWQ Special Equity Portfolio 7.02% 6.07%
------------------------------------------------------------------------
S&P 500 Index 28.60% 29.70%
------------------------------------------------------------------------

* The portfolio began operations on 11/7/97. Index comparisons begin on
10/31/97.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

<TABLE>
<CAPTION>
NWQ Balanced Portfolio NWQ Special Equity Portfolio
-------------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.70% 0.85%
-------------------------------------------------------------------------------
Service (12b-1)
Fees 0.40% 0.40%
-------------------------------------------------------------------------------
Other Expenses 0.46% 2.29%
-------------------------------------------------------------------------------
Total Expenses* 1.56% 3.54%
</TABLE>

* ACTUAL FEES AND EXPENSES

The amounts stated in the table above are higher than the expenses you
would have actually paid as an investor in these portfolios. Due to
certain expense limits by the adviser and expense offsets, investors in
the portfolios actually paid the total operating expenses listed in the
table below during the fiscal year ended October 31, 1998. The adviser
may cancel its expense limitation at any time.

<TABLE>
<CAPTION>
NWQ Balanced Portfolio NWQ Special Equity Portfolio
----------------------------------------------------------------------------
<S> <C> <C>
Actual Expenses 1.40% 1.55%
</TABLE>

EXAMPLE

This example can help you to compare the cost of investing in these
portfolios to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in a portfolio for the periods shown and then
redeem all of your shares at the end of those periods. The example also
assumes that you earned a 5% return on your investment each year and that
you paid the total expenses stated above (which do not reflect any expense
limitations) throughout the period of your investment.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NWQ Balanced Portfolio $159 $ 493 $ 850 $1,856
-------------------------------------------------------------------------------
NWQ Special Equity Portfolio $357 $1,085 $1,836 $3,809
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
BY MAIL Send a check or money Send a check and, if
order and your account possible, the "Invest by
application to the UAM Mail" stub that accompanied
Funds. Make checks your statement to the UAM
payable to "UAM Funds" Funds. Be sure your check
(the UAM Funds will not identifies clearly your
accept third-party checks). name, account number and
the portfolio into which
you want to invest.
---------------------------------------------------------------------------
BY WIRE Call the UAM Funds for Call the UAM Funds to get a
an account number and wire control number and
wire control number and wire your money to the UAM
then send your completed Funds.
account application to
the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------
BY AUTOMATIC Not Available To set up a plan, mail a
INVESTMENT PLAN completed application to
(VIA ACH) the UAM Funds. To cancel
or change a plan, write
to the UAM Funds. Allow
up to 15 days to create
the plan and 3 days to
cancel or change it.
---------------------------------------------------------------------------

MINIMUM $2,500-- regular account $100
INVESTMENTS $500 -- IRAs
$250 -- spousal IRAs
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------

BY MAIL Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
---------------------------------------------------------------------------
BY Telephone You must first establish the telephone
redemption privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain
holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

PURCHASES

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of
a portfolio by disrupting its management and by increasing its
expenses.)

REDEMPTIONS

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

EXCHANGES

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- -------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

FEDERAL TAXES
- --------------------------------------------------------------------------------

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

NWQ SPECIAL EQUITY PORTFOLIO

EQUITY SECURITIES

NWQ BALANCED PORTFOLIO

. 60% of the assets of the portfolio in common stocks of companies with
medium to large market capitalizations that are listed on a national
exchange or traded over-the-counter.
<PAGE>

. 30% of the portfolio's assets in debt securities.

. 10% of the portfolio's assets in cash and cash equivalents.

EQUITY STRATEGY

. Uses normalized earnings (earnings adjusted for business cycles) to
value cyclical companies.

. Focuses on quality of earnings.

. Invests using a wide variety of industry standards an benchmarks.

. Concentrates in industries/sectors having strong long-term
fundamentals.

. Business trend analysis, which is used to analyze industry and company
fundamentals for the impact of changing worldwide product
demand/supply.

. Direction of inflation and interest rates.

. Expansion/contraction of business cycles.

Investing in equity securities entails the risks discussed above.
<PAGE>

DEBT STRATEGY

The adviser uses an active debt strategy seeking to benefit during periods
of declining interest rates by buying more debt securities and extending
portfolio maturity. When interest rate are rising, the adviser will seek to
avoid a capital loss by shortening the maturity of the portfolio and
holding fewer debt securities. The adviser adds value to its investment
process by actively adjusting the duration of the portfolio. Average
duration may range from one to ten years and maturities may range from one
to thirty years.

DEBT SECURITIES

cause the portfolio to reinvest its assets at lower rates, reducing the
yield of the portfolio.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued
and forward commitment transactions, lending of securities, borrowing and
other techniques. For more information concerning the risks associated with
these investment practices, you should read the SAI.

FOREIGN INVESTMENTS

shares. Changes in tax and accounting standards and difficulties obtaining
information about foreign companies can negatively affect investment
decisions.

DERIVATIVES

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
<PAGE>

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

NWQ Balanced Portfolio NWQ Special Equity Portfolio
---------------------------------------------------------------------------

<PAGE>

<TABLE>
<S> <C> <C>
=========================================================================
Management fees 0.63% 0.00%*
-------------------------------------------------------------------------
Expense Limit 1.50% 1.65%
</TABLE>

* The adviser waived its entire management fee.

PORTFOLIO MANAGERS

NWQ Balanced Portfolio

An investment committee is responsible for the day-to-day management of NWQ
Balanced Portfolio.

NWQ Special Equity Portfolio

ADVISER'S HISTORICAL PERFORMANCE

The adviser manages separate accounts of equity securities that have the
same investment objectives as NWQ Special Equity Portfolio and balanced
accounts with the same investment objectives as NWQ Balanced Portfolio. The
adviser manages these accounts using techniques and strategies
substantially similar, though not always identical, to those used to manage
the portfolios. Composites of the performance of all of these separate
accounts are listed below. The performance data for the managed accounts
reflects deductions for all fees and expenses. Because separately managed
accounts may have different fees and expenses than the portfolio, their
investment returns may differ from those of the portfolios. All fees and
expenses of the separate accounts were less than the operating expenses of
the portfolios. If the performance of the managed accounts was adjusted to
reflect fees and expenses of the portfolios, the composites' performance
would have been lower.

<TABLE>
<CAPTION>
=======================================================================================
NWQ Investment
Management Company -- Lipper Balanced Fund
Balanced Composite* Index
---------------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
1982 33.61% 30.63%
---------------------------------------------------------------------------------------
1983 16.65% 17.44%
---------------------------------------------------------------------------------------
1984 7.29% 7.46%
---------------------------------------------------------------------------------------
1985 24.50% 29.83%
---------------------------------------------------------------------------------------
1986 25.17% 18.43%
---------------------------------------------------------------------------------------
1987 5.57% 4.13%
---------------------------------------------------------------------------------------
1988 11.76% 11.18%
---------------------------------------------------------------------------------------
1989 22.05% 19.70%
---------------------------------------------------------------------------------------
1990 0.89% 0.66%
---------------------------------------------------------------------------------------
1991 23.07% 25.83%
---------------------------------------------------------------------------------------
1992 3.74% 7.46%
---------------------------------------------------------------------------------------
1993 16.75% 11.95%
---------------------------------------------------------------------------------------
1994 -3.25% -2.05%
---------------------------------------------------------------------------------------
1995 27.77% 24.89%
---------------------------------------------------------------------------------------
1996 14.68% 13.05%
---------------------------------------------------------------------------------------
1997 21.90% 20.30%
---------------------------------------------------------------------------------------
1998 4.09% 15.09%
---------------------------------------------------------------------------------------
Annualized Return For
Various Periods Ended
12/31/98 (annualized)
1-year 4.09% 15.09%
---------------------------------------------------------------------------------------
5-years 12.46% 13.87%
---------------------------------------------------------------------------------------
10-years 12.69% 13.32%
---------------------------------------------------------------------------------------
Since inception (1/1/82) 14.61% 15.30%
---------------------------------------------------------------------------------------
Cumulative Since Inception (1/1/82) 915.07% 1,024.84%
</TABLE>

* The adviser's average annual management fee from 1/1/82 to 9/30/97 was
0.74%.
<PAGE>

During the period, fees on the adviser's individual accounts ranged from
0.30% to 1.0%. Net returns to investors vary depending on the management
fee.

<PAGE>

<TABLE>
<CAPTION>
NWQ Investment
Management Lipper
Company -- S&P 400 Capital
Special Equity S&P 500 Mid Cap Appreciation
Composite+ Index Index Funds Index
=============================================================================
<S> <C> <C> <C> <C>
Calendar Years Ended:
1997 35.01% 33.36% 32.25% 17.46%
-----------------------------------------------------------------------------
1998 8.34% 28.58% 19.12% 13.92%
-----------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
===========================================================================
Annualized Return
For Various Periods
Ended 12/31/98
(annualized) 1-year 8.34% 28.58% 19.12% 13.92%
---------------------------------------------------------------------------
Since inception
(10/1/96) 25.31% 31.69% 25.62% 14.37%
---------------------------------------------------------------------------
Cumulative Since
Inception (10/1/96) 66.12% 85.77% 67.07% 35.27%
</TABLE>

+ The Adviser's imputed average annual management fee from 10/1/96 to
12/31/98 was 0.76% based on the fees paid by the adviser's special
equity accounts. Net returns to investors vary depending on the
management fee, which may be a maximum of 0.85%.

HISTORICAL PERFORMANCE OF JON BOSSE

<TABLE>
<CAPTION>
=============================================================================
Lipper Mid
ARCO Value S&P 500 S&P 400 Mid Cap Funds
Equity Fund* Index Cap Index Index
=============================================================================
<S> <C> <C> <C> <C>
Calendar Years Ended:
1990 0.74% -3.10% -5.13% -4.49%
-----------------------------------------------------------------------------
1991 53.57% 30.47% 50.10% 54.02%
-----------------------------------------------------------------------------
1992 30.25% 7.62% 11.91% 8.61%
-----------------------------------------------------------------------------
1993 19.71% 10.08% 13.95% 15.36%
-----------------------------------------------------------------------------
1994 8.59% 1.32% -3.58% -2.02%
-----------------------------------------------------------------------------
1995 38.54% 37.58% 30.94% 33.08%
-----------------------------------------------------------------------------
1996* 12.56% 13.50% 12.39% 15.05%
-----------------------------------------------------------------------------
Annualized Return
For Various Periods
Ended 9/30/96
(annualized) 1-year 15.77% 20.33% 14.00% 17.06
-----------------------------------------------------------------------------
5 Years 23.87% 15.23% 15.23% 16.06
-----------------------------------------------------------------------------
Since inception
(1/1/90) 23.18% 13.63% 15.05% 16.26%
-----------------------------------------------------------------------------
Cumulative Since
Inception (1/1/90) 308.50% 136.93% 157.67% 176.52%
</TABLE>

* Three quarters through 9/30/96. Mr. Bosse was a Portfolio Manager and
Director of Equity Research at ARCO Investment Management Company until
September 30, 1996.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------
DISTRIBUTION PLANS

currently authorized the portfolios to pay only 0.40% per year. The board
may increase the amounts the portfolios pay, up to the plan maximum, at any
time. Because Institutional Service Class Shares pay these fees out of
their assets on an ongoing basis, over time, your shares may cost more than
if you had paid another type of sales charge. 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.

SHAREHOLDER SERVICING

Anyone entitled to receive compensation for selling or servicing shares of
the UAM Funds may receive different compensation with respect to one
particular class of shares over another.

UAM Fund Distributors, the adviser and certain of their other affiliates
also participate, as of the date of this prospectus, in an arrangement with
Salomon Smith Barney under which Salomon 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 Salomon
Smith Barney's eligible customer accounts without regard to any expense
limitation in addition to amounts payable to all selling dealers. The UAM
Funds also compensates Salomon Smith Barney for services it provides to
certain defined contribution plan shareholders that are not otherwise
provided by the UAM Funds' administrator.

The UAM Funds also offer Institutional Class shares, which do not pay
marketing or shareholder servicing fees, and Adviser Class shares, which
impose a sales load and fees for marketing and shareholder servicing, for
certain of its portfolios. Not all of the UAM Funds offer all of these
classes.
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The
financial highlights table comes from the financial statements of the
portfolios and reflects the financial results for a single portfolio
Institutional Service Class share. The total returns in the table represent
the rate that an investor would have earned on an investment in the
portfolios (assuming reinvestment of all dividends and distributions).
PricewaterhouseCoopers LLP has audited the financial statements of the
portfolios. The financial statements and the unqualified opinion of
PricewaterhouseCoopers LLP are included in the annual report of the
portfolios, which is available upon request.

NWQ BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996+
============================================================================================
<S> <C> <C> <C>
Net Asset Value, Beginning of Year $14.80 $12.37 $11.57
--------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.29 0.26 0.21
Net Gains or losses on Securities (Realized
and Unrealized) 0.02 2.47 0.78
--------------------------------------------------------------------------------------------
Total From Investment Operations 0.31 2.73 0.99
--------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.28) (0.25) (0.19)
Distributions (From Capital Gains) (0.46) (0.05) --
--------------------------------------------------------------------------------------------
Total Distributions (0.74) (0.30) (0.19)
--------------------------------------------------------------------------------------------
Net Asset Value, End of Year $14.37 $14.80 $12.37
============================================================================================
Total Return++ 2.10% 22.39% 8.60%#
============================================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $41,670 $41,421 $19,999
Ratio of Expenses to Average Net Assets 1.40% 1.40% 1.41%*
Ratio of Net Investment Income to Average Net Assets 1.96% 1.89% 2.39%*
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C>
Portfolio Turnover Rate 28% 20% 31%
--- --- ---
</TABLE>

+ For the period January 22, 1996 (commencement of operations) through
October 31, 1996.

++ Total return would have been lower had certain fees not been waived
and expenses assumed by the adviser and its affiliates during the
periods indicated.
* Annualized.
# Not annualized
<PAGE>

NWQ SPECIAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998#
-----------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Year $9.90
-----------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income (0.01)
Net Gains or losses on Securities (Realized and Unrealized)@ 0.07
-----------------------------------------------------------------------------
Total From Investment Operations 0.06
-----------------------------------------------------------------------------
Net Asset Value, End of Year $9.96
=============================================================================
Total Return+ 0.61%++
=============================================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $5,001
Ratio of Expenses to Average Net Assets 1.56%*
Ratio of Net Investment Income to Average Net Assets (0.16)%*
Portfolio Turnover Rate 23%
</TABLE>

# For the period November 7, 1997 (commencement of operations) to October
31, 1998.

+ Total return would have been lower had certain fees not been waived
and expenses assumed by the adviser and its affiliates during the
periods.

* Annualized.

++ Not annualized.

@ The amounts shown for a share outstanding throughout the period does
not accord with aggregate net losses on investments for the period
because of the timing of sales and repurchases of the portfolio shares
in relation to fluctuating market value of the investments in the
portfolio.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.
<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
======================================================================
<S> <C> <C> <C>
NWQ Special Equity Portfolio N/A 902555317 917
----------------------------------------------------------------------
NWQ Balanced Portfolio NWQBX 902555713 913
</TABLE>
<PAGE>

THE NWQ PORTFOLIOS

For investors who want more information about the NWQ Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the NWQ Portfolios
and is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is
811-5683.

UAM
<PAGE>

UAM Funds
Funds for the Informed Investors

The Rice, Hall, James Portfolios

Institutional Class Prospectus February 16, 1999 Table Of Contents

Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>

<TABLE>
<S> <C>
Portfolio Summary............................................................................ 1

What Are the Objectives of the Portfolios?.................................................. 1
What Are the Principal Investment Strategies of the Portfolios?............................. 1
What are the Principal Risks of the Portfolios?............................................. 2
How have the Portfolios Performed?.......................................................... 2
What Are the 4Fees and Expenses of the Portfolios?.......................................... 5

Investing with the UAM Funds................................................................. 7

Buying Shares............................................................................... 7
Redeeming Shares............................................................................ 9
Exchanging Shares........................................................................... 9
Transaction Policies........................................................................ 9

Account Policies.................................................. ERROR! BOOKMARK NOT DEFINED.

Small Accounts.............................................................................. 12
Distributions............................................................................... 12
Federal Taxes............................................................................... 12

Fund Details................................................................................. 14

Principal Investments and Risks of the Portfolios........................................... 14
Other Investment Practices and Strategies................................................... 16
Year 2000................................................................................... 17
Investment Management....................................................................... 17
Shareholder Servicing Arrangements.......................................................... 19

Financial Highlights......................................................................... 20

Rice, Hall, James Small Cap Portfolio....................................................... 20
Rice, Hall, James Small/Mid Cap Portfolio................................................... 22
</TABLE>

4
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the Rice, Hall, James
Portfolios. The Rice, Hall, James Portfolios cannot guarantee they will meet
their investment objectives. A portfolio may not change its investment
objective without shareholder approval.

RICE, HALL, JAMES SMALL CAP PORTFOLIO

Rice, Hall, James Small Cap Portfolio seeks maximum capital appreciation,
consistent with reasonable risk to principal by investing primarily in small
market capitalization companies.

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

Rice, Hall, James Small/Mid Cap Portfolio seeks maximum capital appreciation,
consistent with reasonable risk to principal by investing primarily in
small/mid market capitalization (small/mid cap) companies.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
the Rice, Hall, James Portfolios. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIOS."

Each portfolio may invest in equity securities using the adviser's company
specific approach to making investment decisions, which focuses on identifying
stocks of growth companies that are selling at a discount to the companies'
projected earnings growth rates. The adviser looks for companies where
fundamental changes are occurring that are temporarily going unnoticed by
investors, but which it believes will ultimately lead to greater investor
recognition and higher stock prices.

RICE, HALL, JAMES SMALL CAP PORTFOLIO

Rice, Hall, James Small Cap Portfolio normally invests at least 65% of its
total assets in equity securities of companies with market capitalizations of
$40 million to $500 million at the time of initial purchase. In selecting
securities for Rice, Hall, James Small Cap Portfolio, the adviser emphasizes
smaller, emerging companies possessing the potential to become market leaders
in their industries.

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

Rice, Hall, James Small/Mid Cap Portfolio normally invests at least 65% of its
total assets in equity securities of companies with market capitalizations of

1
<PAGE>

$300 million to $2.5 billion at the time of initial purchase. The adviser
believes that there are greater pricing inefficiencies for small/mid cap
securities than larger capitalization securities because this range of the
market has less analyst coverage.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

The following is a summary of the principal risks associated with investing in
the portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

RICE, HALL, JAMES SMALL CAP AND SMALL/MID CAP PORTFOLIOS

The portfolios are value oriented and may not perform as well as certain other
types of equity mutual funds during periods when value stocks are out of
favor.

Investors in the portfolios take on additional risks that come with investing
in stocks of smaller companies, which can be riskier than investing in larger,
more mature companies. Smaller companies may be more vulnerable to adverse
developments than larger companies because they tend to have more narrow
product lines and more limited financial resources. Their stocks may trade
less frequently and in limited volume.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

2
<PAGE>

each portfolio's average annual returns for the periods indicated to those of
a broad-based securities market index. Past performance does not guarantee
future results.

RICE, HALL, JAMES SMALL CAP PORTFOLIO

[GRAPH APPEARS HERE]

Highest quarter: 22.74% (4th quarter 1998).
Lowest quarter: -26.61% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year Since
Inception*
<S> <C> <C>
Rice, Hall, James Small Cap Portfolio -6.33% 19.80%
- -----------------------------------------------------------------------------------------------
Russell 2000 Index -2.55% 14.97%
</TABLE>

* The portfolio began operations on 7/1/94. Index comparisons begin on
6/30/94.

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

[GRAPH APPEARS HERE]

Highest quarter: 21.94% (4th quarter 1998).
Lowest quarter: -14.58% (3rd quarter 1998).

<TABLE>
<S> <C> <C>
Average annual return for periods ended 12/31/98 1 Year Since Inception+
</TABLE>

3
<PAGE>

<TABLE>
<S> <C> <C>
Rice, Hall, James Small/Mid Cap Portfolio 15.56% 20.69%
Russell Mid Cap Index 10.09% 20.23%
Russell 2000 Index -2.55% 11.81%
50/50 Blended Russell Index* 3.77% 16.02%
</TABLE>

* The 50/50 Blended Russell Index is a custom index created by averaging the
returns of the Russell 2000 Index and the Russell Mid Cap Index.

+ The portfolio began operations on 10/31/96. Index comparisons begin on
11/1/96.

4
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of a
Portfolio)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. The table is presented in the format required by
the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
Rice, Hall, James Small Cap Rice, Hall, James Small/Mid Cap
Portfolio Portfolio
<S> <C> <C>
Management fees 0.75% 0.80%

Other expenses 0.41% 0.78%

Total expenses 1.16% 1.58%*
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser and expense offsets, investors in the portfolio
actually paid the total operating expenses listed in the table below during
the fiscal year ended October 31, 1998. The adviser may cancel its expense
limitation at any time.

<TABLE>
<CAPTION>
Rice, Hall, James Small/Mid Cap Portfolio
<S> <C>

Actual Expenses 1.25%
</TABLE>

Example

This example reflects the gross expense ratio of the portfolios and not the
actual fees and expenses of the portfolios. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

5
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio $118 $368 $638 $1,409

Rice, Hall, James Small/Mid Cap Portfolio $161 $499 $860 $1,878
</TABLE>

6
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
------------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party portfolio into which you want
checks). to invest.
------------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a wire
account number and wire control number and wire your
control number and then money to the UAM Funds.
send your completed
account application to
the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
------------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to the UAM
(Via ACH) Funds. To cancel or change a
plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel or
change it.

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

Minimum $2,500 -- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs

7
<PAGE>

UAM FUNDS
PO BOX 419081
KANSAS CITY, MO 64141-6081
(TOLL FREE) 1-877-UAM-LINK (826-5465)

8
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------
By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish to
redeem. Certain shareholders may have to include additional
documents.
------------------------------------------------------------------------------
By Telephone You must first establish the telephone redemption privilege
(and, if desired, the wire redemption privilege) by
completing the appropriate sections of the account
application.
Call 1-877-UAM-Link to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.
------------------------------------------------------------------------------
By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM account
Withdrawal Plan to your financial institution.
(Via ACH) To participate in this service, you must complete the
appropriate sections of the account application and mail it
to the UAM Funds.

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

Calculating Your Share Price

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolios
calculate their NAVs as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.

9
<PAGE>

Buying or Selling Shares through a Financial Intermediary

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

Calculating NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less amortized cost,
which approximates market value.

In-Kind Transactions

Payment of Redemption Proceeds

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

Signature Guarantee

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.

10
<PAGE>

Telephone Transactions

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

Rights Reserved by the UAM Funds

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

11
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment, but
not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and certain
other accounts.

DISTRIBUTIONS
- --------------------------------------------------------------------------------
Normally, the portfolios distribute their net investment income quarterly. In
addition, they distribute any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional shares
of the portfolio, unless you elect on your account application to receive them
in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of investing
in these portfolios. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.

Taxes on Distributions

The distributions of the portfolios will generally be taxable to shareholders
as ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the portfolio held the relevant assets). You
will be subject to income tax on these distributions regardless of whether
they are paid in cash or reinvested in additional shares. Once a year UAM
Funds will send you a statement showing the types and total amount of
distributions you received during the previous year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.

Taxes on Exchanges and Redemptions

When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your

12
<PAGE>

account statements for the periods during which you held shares.) Any loss
realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.

To the extent a portfolio invests in foreign securities, it may be subject to
foreign withholding taxes with respect to dividends or interest the portfolios
received from sources in foreign countries. The portfolios may elect to treat
some of those taxes as a distribution to shareholders, which would allow
shareholders to offset some of their U.S. federal income tax.

Backup Withholding

By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.

13
<PAGE>

- --------------------------------------------------------------------------------
FUND DETAILS
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
that the Rice, Hall, James Portfolios may employ in seeking their objectives.
This discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the statement
of additional information (SAI). You can find information on the portfolio's
recent strategies and holdings in its current annual/semiannual report. The
portfolio may change these strategies without shareholder approval.

Rice, Hall, James Small Cap Portfolio

Rice, Hall, James Small Cap Portfolio normally invests at least 65% of its
total assets in equity securities of companies with market capitalizations of
$40 million to $500 million at the time of initial purchase. In selecting
securities for the portfolio, the adviser emphasizes smaller, emerging
companies possessing the potential to become market leaders in their
industries.

Rice, Hall, James Small/Mid Cap Portfolio

Rice, Hall, James Small/Mid Cap Portfolio normally invests 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 purchase. The small/mid
cap range of the market (meaning 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 there are
greater pricing inefficiencies for small/mid cap securities than larger
capitalization securities because this range of the market has less analyst
coverage.

Equity Selection Process

The adviser uses a company specific approach to making investment decisions,
which focuses on identifying stocks of growth companies that are selling at a
discount to the companies' projected earnings growth rates. Specifically, the
adviser will only invest the assets of the portfolio in companies with
price/earnings ratios that are lower than the company's 3 to 5 year projected
earnings growth rate.

The adviser looks for companies where fundamental changes are occurring that
are temporarily going unnoticed by investors, but which it believes will
ultimately lead to increases in revenue growth rates, expanding profit margins

14
<PAGE>

and/or increases in earnings growth rates. Such events can include new product
introductions or applications, discovery of niche markets, new management,
corporate or industry restructures, regulatory change and end market
expansion. Most importantly, the adviser will only invest in a company when it
is convinced that such changes will lead to greater investor recognition and
higher stock prices within a 12- to 24-month period.

Moreover, 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 portfolio will not sell stocks simply because they are no longer within
the capitalization range used for the initial purchase. However, it will sell
stocks for the following reasons:

. The stock reaches the target price set by the adviser.

. The stock falls below the downside price limit set by the adviser.

. The fundamentals of the stock have deteriorated.

. A more attractively valued alternative is available for purchase.

The adviser expects that cash reserves will normally represent a small portion
of each portfolio's assets (under 20%).

Equity Securities

Equity securities represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.

Equity securities may lose value because of factors affecting the securities
markets generally, such as adverse changes in economic conditions, the general
outlook for corporate earnings, interest rates or investor sentiment. These
circumstances may lead to long periods of poor performance, such as during a
"bear market." Equity securities may also lose value because of factors
affecting an entire industry, such as increases in production costs, or
factors directly related to that company, such as decisions made by its
management.

15
<PAGE>

recognize the value of the company, the price of its stock may fail to meet
expectations and the portfolio's share price may suffer. A value-oriented
portfolio may not perform as well as certain other types of mutual funds
during periods when value stocks are out of favor.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- -----------------------------------------

As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time. In
addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued and
forward commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.

Foreign Investments

The portfolios may invest up to 15% of their assets in foreign securities
directly or through ADRs. ADRs are certificates evidencing ownership of
shares of a foreign issuer that are issued by depository banks and generally
trade on an established market in the United States or elsewhere. Although
they are alternatives to directly purchasing the underlying foreign securities
in their national markets and currencies, ADRs continue to be subject to many
of the risks associated with investing directly in foreign securities.

Foreign securities, especially those of companies in emerging markets, can be
riskier and more volatile than domestic securities. Adverse political and
economic developments or changes in the value of foreign currency can make it
harder for a portfolio to sell its securities and could reduce the value of
your shares. Changes in tax and accounting standards and difficulties
obtaining information about foreign companies can negatively affect investment
decisions.

In January 1999, certain European nations began to use the new European common
currency, called the Euro. The nations that use the Euro will have the same
monetary policy regardless of their domestic economy, which could have adverse
effects on those economies. In addition, the method by which the conversion
to the Euro is implemented could negatively affect the investments of a
portfolio.

Derivatives

Each portfolio may buy and sell derivatives, including futures and options.
Derivatives are often more volatile than other investments and may magnify a
portfolio's gains or losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset or
economic factor will move.

. Judges market conditions incorrectly.

16
<PAGE>

. Employs a strategy that does not correlate well with the investments of
the portfolio.

SHORT-TERM INVESTING

YEAR 2000
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Rice, Hall, James & Associates, a California corporation located at 600
West Broadway, Suite 1000, San Diego, CA 92101, is the investment adviser
to each portfolio. The adviser manages and supervises the investment of the
portfolios' assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to individual and institutional investors since 1974.

17
<PAGE>

Set forth in the table below are the management fees the portfolios paid
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average net assets. TheIn addition, the adviser has
voluntarily agreed to limit the expenses of the portfolios to the amounts
listed in the table below, also expressed as a percentage of average net
assets. To maintain this expense limit, the adviser may waive a portion of
its advisorymanagement fee and/or reimburse certain expenses of the
portfolios. The adviser intends to continue its expense limitation until
further notice. Set forthbelow are the expense limits of the portfolios and
the amounts they paid the adviser during the fiscal year ended October 31,
1998, both of which are expressed as a percentage of average net
assets.

<TABLE>
<CAPTION>
Rice, Hall, James Small Cap Rice, Hall, James Small/Mid
Portfolio Cap Portfolio
<S> <C> <C>
Management Fees % %
Management Fees 0.75% 0.51%
Expense Limit 1.40% 1.25%
</TABLE>

PORTFOLIO MANAGERS

MANAGER EXPERIENCE
- --------------------------------------------------------------------------------
Samuel R. Trozzo Mr. Trozzo has over thirty-six years' investment
Chairman experience. Prior to founding Rice, Hall, James &
Associates in 1974, Mr. Trozzo was Vice President and
Senior Investment Officer of Southern California First
National Bank. He is a former member of the State of
California Board of Administration/ Investment
Committee Public Employees Retirement System. He is a
graduate of Kent State University.
- --------------------------------------------------------------------------------
Thomas W. McDowell, Jr. Mr. McDowell has over fifteen years' investment
President and Chief experience. Mr. McDowell joined Rice, Hall, James in
Executive Officer 1984. Prior to that time, he was Investment Officer,
Security 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 Mr. Tessmer has thirty years investment experience.
Partner and Co-Director Prior to joining Rice, Hall, James in 1986, Mr.
of Research Tessmer was Vice President and Senior Portfolio
Manager at The Pacific Century Group, San Diego. He
earned his B.S. degree in Investment Management at
Northwestern University and his M.B.A. in Finance at
Columbia Graduate School of Business.
- --------------------------------------------------------------------------------
Timothy A. Todaro Mr. Todaro has sixteen years' investment experience.
Partner and Co-Director Mr. Todaro joined Rice, Hall, James in 1983. Prior to
of Research that time, he was Senior Investment Analyst at
Comerica Bank, Detroit, Michigan. Mr. Todaro earned
his B.A. in Economics at the University of California,
San Diego and his M.B.A. degree in
Finance/International Business at the University of
Wisconsin, Madison. He is a Chartered Financial
Analyst.
- --------------------------------------------------------------------------------
Gary S. Rice Mr. Rice has thirteen years' investment experience.
Partner Mr. Rice was an Account Administrator with the Trust
Division at Federated 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.
- --------------------------------------------------------------------------------

18
<PAGE>

MANAGER EXPERIENCE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Mr. Sheres has over five years' investment
Douglas Sheres experience. Prior to joining Rice, Hall, James
Partner in March of 1998, he was an Institutional Sales
professional with Merrill Lynch in San Diego
from May 1996 until February 1998. Previously he
was a Research Analyst with Pacific Asset
Management from January 1994 until May 1996. He
began his career in January 1993 as a
Demographics Consultant with I Cubed Information
Strategies after graduating from the University
of California San Diego with a B.A. in
Psychology.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolios.

19
<PAGE>

FINANCIAL HIGHLIGHTS

RICE, HALL, JAMES SMALL CAP PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fiscal Year Ended October 1998 1997 1996 1995 1994#
31,
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning
of Period $ 18.76 $ 15.73 $ 15.87 $11.14 $ 10.00
------------------------------------------------------------------------------
Income from Investment
Operations
Net Investment Income
(Loss) (0.06) (0.08) (0.10) (0.07) 0.01
Net Gains or losses on
Securities
(Realized and Unrealized) (3.47) 4.59 2.73 4.81 1.13
------------------------------------------------------------------------------
Total From Investment
Operations (3.53) 4.51 2.63 4.74 1.14
------------------------------------------------------------------------------
Less Distributions
Dividends (From Net
Investment Income
(Loss) -- -- -- (0.01) --
In Excess of Net -- -- -- 0.00# # --
Investment Income
Distributions (From
Capital Gains) (2.29) (1.48) (2.77) -- --
------------------------------------------------------------------------------
Total Distributions (2.29) (1.48) (2.77) (0.01) --
------------------------------------------------------------------------------
Net Asset Value, End of
Period $ 12.94 $ 18.76 $ 15.73 $15.87 $ 11.14
==============================================================================
Total Return (20.86)% 31.44% 19.43% 42.59%+ 11.40**+
==============================================================================
Ratios/Supplemental Data
Net Assets, End of
Period (Thousands) $42,219 $51,772 $33,488 $18,910 $ 8,287
</TABLE>

20
<PAGE>

<S> <C> <C> <C> <C> <C>
Ratio of Expenses to
Average 1.16% 1.21% 1.37% 1.40% 1.40%*
Net Assets
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.48)% (0.53)% (0.78)% (0.63)% 0.30%*
Portfolio Turnover Rate 120% 158% 181% 180% 5%
</TABLE>

# For the period August 2,July 1, 1994 (commencement of operations) to
October 31, 1994.
## Value is less than $0.01 per share.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the period
indicated.
* Annualized.
** Not annualized.
<PAGE>

RICE, HALL, JAMES SMALL/MID CAP PORTFOLIOHALL, JAMES SMALL/MID CAP PORTFOLIO
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fiscal Year Ended October 31, 1998 1997*
Net Asset Value Beginning of Period $12.64 $ 10.00
Income from Investment Operations
Net Investment Income (Loss) (0.01) 0.03
Net Gains or losses on Securities (Realized and Unrealized) 0.42 2.64
Total From Investment Operations 0.41 2.67
Less Distributions
Dividends (From Net Investment Income Dividends) (0.00)# (0.03)
Distributions (From Capital Gains) (0.16) --
Total Distributions (0.16) (0.03)
Net Asset Value, End of Period $12.89 $ 12.64
Total Return+ 3.33% 26.76%
Ratios/Supplemental Data
Net Assets, End of Period (Thousands) $21,780 $12,057
Ratio of Expenses to Average Net Assets 1.25% 1.25%
Ratio of Net Investment Income (Loss) to Average Net Assets (0.12)% 0.24%
Portfolio Turnover Rate 03% 56%
</TABLE>

* For period November 1, 1996 (commencement of operations) to
October 31, 1997.

# Value is less than $0.01 per share.

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods
indicated.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares of a UAM Fund, check daily NAVs or
get additional information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rice, Hall, James Small Cap Portfolio RHJSX 902555671 638
Rice, Hall, James Small/Mid Cap Portfolio RHJMX 902555440 639
</TABLE>
<PAGE>

THE RICE, HALL, JAMES PORTFOLIOS

For investors who want more information about the Rice, Hall, James
Portfolios, the following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the Rice, Hall, James Portfolios
provide additional information about their investments. In each annual
report, you will also find a discussion of the market conditions and
investment strategies that significantly affected the performance of the
Rice, Hall, James Portfolios during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the Rice, Hall,
James Portfolios and is incorporated by reference into (legally part of)
this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries by writing
to or calling calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-5683.

UAM [LETTERHEAD]
<PAGE>

UAM Funds

Funds for the Informed Investor(sm)

SAMI PREFERRED STOCK INCOME PORTFOLIO

INSTITUTIONAL CLASS PROSPECTUS

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................ 1

INVESTING WITH THE UAM FUNDS..................................... 5

Buying Shares................................................... 5
Redeeming Shares................................................ 7
Exchanging Shares............................................... 7
Transaction Policies............................................ 7

ACCOUNT POLICIES................................................. 10

Small Accounts.................................................. 10
Distributions................................................... 10
Federal Taxes................................................... 10

FUND DETAILS..................................................... 12

Principal Investments and Risks of the Portfolio................ 12
Other Investment Practices and Strategies....................... 15
Year 2000....................................................... 16
Investment Management........................................... 16
Shareholder Servicing Arrangements.............................. 18

FINANCIAL HIGHLIGHTS............................................. 20
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT IS THE OBJECTIVE OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
SAMI Preferred Stock Income Portfolio seeks a high level of dividend income
consistent with capital preservation. The portfolio cannot guarantee it will
meet its investment objectives. The portfolio may not change its investment
objective without shareholder approval.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
SAMI Preferred Stock Income Portfolio. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIO."

SAMI Preferred Stock Income Portfolio is a professionally managed, diversified
portfolio consisting of investment-grade preferred securities of utility
companies. Utility companies may include companies that provide electricity,
natural gas, water, telephone and other communications services or sanitary
services to the public. The portfolio will hedge its investments with U.S.
government securities futures to minimize capital fluctuations caused by
interest rate movements. The adviser also expects to invest a significant
portion of the portfolio's assets in bank preferred securities. The banking
industry includes companies that provide financial services to consumers and
industry such as commercial banks and savings and loan associations.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- --------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing in
the portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF
THE PORTFOLIO."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.
<PAGE>

SAMI PREFERRED STOCK INCOME PORTFOLIO

The value of the preferred stocks the portfolio holds could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

Since the portfolio concentrates its investments in the utilities industry and
invests heavily in the banking industry, developments in these industries will
greatly affect the value of its shares. The utilities industry is particularly
sensitive to

. Economic factors, including interest rates, the price and availability of
fuel and the level of demand for service.

. Government regulations, especially those that relate to environmental
protection or energy conservation.

High interest rates, increased loan default rates or the lack of available
capital are important elements in the profitability of the banking industry.
In addition, the portfolio may experience greater price changes than a mutual
fund that has securities representing a broader range of industries.

The portfolio invests in derivatives, which may be volatile and may magnify
a portfolio's gains or losses, causing it to make or lose substantially more
money than it invested.

HOW HAS THE PORTFOLIO PERFORMED?
- --------------------------------------------------------------------------------

The bar chart and table below illustrate how the performance of the portfolio
has varied from year to year. The following bar chart shows the investment
returns of the portfolio for each calendar year since its first full calendar
year. The table following the bar chart compares the portfolio's average
annual returns for the periods indicated to those of a broad-based securities
market index. Past performance does not guarantee future results.
<PAGE>

[CHART APPEARS HERE]

Highest quarter: 3.02% (1st quarter 1996).
Lowest quarter: -2.42% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
<S> <C> <C> <C>
SAMI Preferred Stock Income Portfolio 1.38% 4.76% 4.81%
Salomon Brothers 1-3 Year Treasury Index 6.98% 5.94% 5.85%

1 Year Treasury Bill 4.93% 5.80% 5.23%
Merrill Lynch DRD Eligible Preferred Stock Index 6.27% 7.45% 7.95%
</TABLE>

* The portfolio began operations on 6/23/92. Index comparisons begin on
6/30/92.
<PAGE>

WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

<TABLE>
<S> <C>
Management fees 0.70%
Other expenses 0.60%
Total expenses 1.30%
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser and expense offsets, investors in the portfolio
actually paid the following in total operating expenses listed in the table
below during the fiscal year ended October 31, 1998. The adviser may cancel
its expense limitation at any time.

<TABLE>
<S> <C>
Actual Expenses 0.99%
</TABLE>

EXAMPLE

This example can help you to compare the cost of investing in this portfolio
to the cost of investing in other mutual funds. The example assumes you invest
$10,000 in the portfolio for the periods shown and then redeem all of your
shares at the end of those periods. The example also assumes that you earned
a 5% return on your investment each year and that you paid the total expenses
stated above (which do not reflect any expense limitations) throughout the
period of your investment.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
<S> <C> <C> <C>
$132 $412 $713 $1,568
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
-----------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party portfolio into which you want to
checks). invest.
-----------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a wire
account number and wire control number and wire your
control number and then money to the UAM Funds.
send your completed account
application to the UAM
Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
-----------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to the UAM
(Via ACH) Funds. To cancel or change a
plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel or
change it.
-----------------------------------------------------------------------------

Minimum $2,500 -- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolio
calculates its NAV as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.
<PAGE>

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less at amortized cost,
which approximates market value.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.

<PAGE>

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment, but
not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and certain
other accounts.

DISTRIBUTIONS
- --------------------------------------------------------------------------------
Normally, the portfolio distributes its net investment income monthly. In
addition, it distributes any net capital gains once a year. The UAM Funds
will automatically reinvest dividends and distributions in additional shares
of the portfolio, unless you elect on your account application to receive them
in cash.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of investing
in the UAM Funds. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.

TAXES ON DISTRIBUTIONS

The distributions of the portfolios will generally be taxable to shareholders
as ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the portfolio held the relevant assets). You
will be subject to income tax on these distributions regardless of whether
they are paid in cash or reinvested in additional shares. Once a year UAM
Funds will send you a statement showing the types and total amount of
distributions you received during the previous year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your
account statements for the periods during which you held shares.) Any loss
<PAGE>

realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
SAMI Preferred Stock Income Portfolio may employ in seeking its objective.
This discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the statement
of additional information (SAI). You can find information on the portfolio's
recent strategies and holdings in its current annual/semiannual report. The
portfolio may change these strategies without shareholder approval.

The portfolio concentrates in utilities and will invest at least 65% of its
assets in utility preferred stocks. The utilities industry includes:

Companies that manufacture, produce, generate, transmit and sell gas and
electric energy.

Communications companies, which include telephone, telegraph, satellite,
microwave and other companies providing communication facilities for the
public benefit.

Investors should be aware of certain risks associated with the utilities
industry, including:

. Difficulties in earning adequate returns on investments despite frequent
rate increases.

. Restrictions on operations and increased costs and delays due to
governmental regulations, especially those that relate to environmental
protection or energy conservation.

. Building or construction delays.

. Difficulty of the capital markets in absorbing utility debt and equity
securities.

. Difficulties in obtaining fuel at reasonable prices.

The portfolio also invests a significant portion of its total assets, but less
than 25%, in bank preferred securities. The banking industry includes
companies that provide financial services to consumers and individuals, such
as commercial banks savings and loan associations. Investors should be aware
of certain risks associated with the banking industry including:

. Credit risks associated with corporate, consumer and global lending.

. Market risks related to nonbank activities like securities trading, asset
management and investment banking.
<PAGE>

. Risk of economic slowdown which could pressure net interest margins (the
difference between the interest banks pay to borrow money and the interest
they charge customers).

. Continual capital requirements.

. Higher incidence of nonbank competitors.

. Need to update technology (i.e., Year 2000).

The adviser will invest at least 60% of the portfolio's assets in preferred
securities rated A or better by at least one rating agency. Under normal
conditions, the adviser may invest up to 35% of the portfolio's total assets
in U.S. Treasury bills or similar short-term instruments.

Preferred Stock Selection Process

When selecting specific preferred stock issues, the adviser considers all
variables (i.e., sinking fund provisions, call features, current dividend
yield, redemption characteristics and credit quality that would affect the
value of a security. The adviser also carefully analyzes the underlying
fundamentals of the issuer, with particular emphasis (for utility securities)
on interest 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, it will sell securities when it believes market, economic or other
conditions make it advantageous to do so. For example, the adviser may try to
improve dividend income without eroding capital by taking advantage of market
or pricing inefficiencies of certain securities. The adviser attempts to hold
securities in the portfolio that have upside price potential because of the
strong demand for and lack of ample supply in dividend received deduction
("DRD") qualifying preferred stocks. Over the past few years many DRD issues
have been either called or tendered for because DRD Preferred Stocks are a
very expensive cost of capital for issuers. As a result, the market size has
shrunk and is expected to continue shrinking over time. As new preferred
<PAGE>

types of securities have been developed, the supply of traditional DRD
preferred securities has decreased. In addition, the adviser focuses on issues
either trading at a discount with strong call protection or with attractive
yields to call.

Preferred stock has many attributes that are similar to those of debt
securities, and has a preference over common stock in liquidation and
generally dividends but is subordinated to the liabilities of the issuer in
all respects. Since the portfolio invests in preferred securities, the value
of its investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

Since preferred stock is junior to other debt securities, 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
characteristics.

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated security. Adverse
economic conditions or changing circumstances, however, may weaken the
capacity of the issuer to pay interest and repay principal. If a security is
not rated or is rated under a different system, the adviser may determine that
it is of investment-grade. In addition, the portfolio will sell or otherwise
dispose of any security that loses its rating or has its rating reduced below
investment grade within 90 days.

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 debt securities are subject to market fluctuation
based largely, but not exclusively on the securities' sensitivity to changes
in interest rates. To reduce interest rate related risk, the adviser hedges
the investments of the portfolio with futures and options on U.S. government
securities. Since the adviser intends to produce offsetting capital gains and
losses as interest rates change, it expects the return of the portfolio to
consist primarily of the dividend and interest income it receives.

The adviser monitors the correlation between the preferred and debt securities
and the U.S. government futures and options markets and evaluates the history
of price movements in those markets. Then, using sophisticated quantitative
analytical techniques, including regression analyses and price volatility
analyses, the adviser creates the necessary statistical data to monitor and
adjust the hedging investments. This strategy enables the adviser to invest
<PAGE>

across the yield curve, realizing higher dividend yields, while managing
interest rate volatility.

The hedging positions 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, a
decline in interest rates would probably cause these hedging positions to lose
value and, consequently, may cause the portfolio to sell some of its preferred
stocks to finance hedge losses, which would decrease its dividend income.
Since dividend rates on fixed rate preferred stocks do not change in response
to changes in interest rates, the adviser believes the successful use of
hedging transactions will make the portfolio's income increase in rising
interest rate environments. Similarly, the adviser would expect the income of
the portfolio to be relatively resistant to the impact of significant declines
in interest rates.

The ability of the portfolio to hedge its securities through derivatives
depends on the degree to which interest rates correlate with price movements
in the relevant securities. The portfolio could be negatively affected if the
change in market value of its securities fails to correlate perfectly with the
prices of the futures and options it purchased or sold.

The lack of a liquid secondary market for a futures contract or option may
prevent the portfolio from closing futures position and could adversely impact
its ability to hedge its investments and to realize profits or limit losses.

Since futures and options transactions involve a high degree of leverage, a
relatively small price movement in a derivative may result in an immediate and
substantial loss (as well as gain) to the portfolio. The portfolio also may
lose more than it originally invested in the derivative.

The development of hedging techniques and the management of individual
portfolios for institutions have given the adviser substantial experience in
carrying out this investment strategy.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolio may deviate from its investment strategy
from time to time. In addition, the portfolio may employ investment practices
that are not described in this prospectus, such as repurchase agreements,
when-issued and forward commitment transactions, lending of securities,
borrowing and other techniques. For more information concerning the risks
associated with these investment practices, you should read the SAI.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment activities
of a portfolio by investing up to 100% of its assets in a variety of
securities, such as U.S. government and other high quality and short-term debt
obligations. The adviser may temporarily adopt a defensive position to reduce
changes in the value of a portfolio's shares that may result from adverse
market, economic, political or other developments.
<PAGE>

When the adviser pursues a defensive strategy, a portfolio may not profit from
favorable developments that it would have otherwise profited from if it were
pursuing its normal strategies. Likewise, these strategies may prevent a
portfolio from achieving its stated objectives.

YEAR 2000
- --------------------------------------------------------------------------------
Many computer programs in use today cannot distinguish the year 2000 from the
year 1900 because of the way they encode and calculate dates. Consequently,
these programs may not be able to perform necessary functions and could
disrupt the operations of the UAM Funds or financial markets in general. The
year 2000 issue affects all companies and organizations, including those that
provide services to the UAM Funds and those in which the UAM Funds invest.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for the
year 2000 and expect that their systems will be adapted before that date.
They are also requesting information on each service provider's state of
readiness and contingency plan. However, at this time the degree to which the
year 2000 issue will affect the UAM Funds' investments or operations cannot be
predicted. Any negative consequences could adversely affect your investment in
the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Spectrum Asset Management, Inc., a Connecticut corporation located at Four
High Ridge Park, Stamford, Connecticut 06905, is the investment adviser to the
portfolio. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, pension plans and endowments since 1987.

During the fiscal year ended October 31, 1998, the portfolio paid the adviser
0.39% of its average net assets in management fees. In addition, the adviser
has agreed voluntarily to limit the expenses of the portfolio to 0.99% of its
average net assets. To maintain this expense limit, the adviser may waive a
portion of its management fees and/or reimburse certain expenses of the
portfolios. The adviser intends to continue its expense limit until further
notice.

Since its inception, the adviser has concentrated its advisory services on
managing diversified portfolios of fixed-dividend, preferred stocks for its
clients using techniques similar to that described for the SAMI Preferred
Stock Income Portfolio. The adviser is registered as a broker-dealer and
investment adviser with the SEC and is a member firm of the National
Association of
<PAGE>

Securities Dealers, Inc. The adviser is also registered with the Commodity
Futures Trading Commission and the National Futures Association and operates
as a commodity trading adviser and introducing broker.

PORTFOLIO MANAGERS

Listed below are the investment professionals of the adviser who are primarily
responsible for the day-to-day management of the portfolio and a description
of their business experience during the past five years.

All members of the adviser's professional staff must have at minimum a
bachelor's degree from a duly accredited institution of higher education and
must receive passing grades on the following exams:

. General Securities Representative (Series 7);

. Commodity Futures Associated Person-NFA (Series 3); and

. Uniform Securities Agent Exam (Blue Sky Law, Series 63).

Manager Experience
------------------------------------------------------------------------------
Scott T. Fleming Mr. Fleming was a Director and Principal of DBL
Principal, Chairman, Preferred Management, Inc., a wholly-owned
Chief Financial subsidiary of Drexel Burnham Lambert, Inc. Prior
Officer and Chief to joining DBL, Mr. Fleming was a financial
Investment Officer analyst with EG&G, Inc., where he was responsible
for all outside money managers as well as managing
a significant Adjustable Rate Preferred Stock
portfolio. Heis currently licensed as a
Financial/Operations Principal (Series 27), a
General Securities Principal (Series 24),
Securities Registered Representative (Series 7),
Blue Sky Law (Series 63), and registered with the
NFA as an Associated Person (Series 3) with
Spectrum Asset Management, Inc., CTA. M.B.A.
Finance, Babson College, B.S. Accounting, Bentley
College. Mr. Fleming has managed the portfolio
since its inception.
- --------------------------------------------------------------------------------
Mark A. Lieb Director of United Asset Management Corporation.
Principal Mr. Lieb was a Founder, Director and Partner of
DBL Preferred Management, Inc., a wholly owned
Lambert, Inc. He was instrumental in the
formation, continual development and execution of
all aspects of the subsidiary including portfolio
management. Mr. Lieb's prior employment included
the development of the preferred stock trading
desk at Mosley Hallgarten & 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 Management, Inc., CTA. M.B.A. Finance,
University of Hartford; B.A. Economics, Central
Connecticut State College. Mr. Lieb has managed
the portfolio since its inception.

<PAGE>

Manager Experience
------------------------------------------------------------------------------
Bernard M. Sussman Prior to joining Spectrum, Mr. Sussman was with
Principal Goldman Sachs & Co. for over 17 years. Mr.
Sussman was a General Partner from 1990 to 1994,
and managed their Preferred Stock Department. He
was responsible for all sales and trading of fixed
and adjustable rate preferred stocks, auction
preferreds, and all other preferred products. Mr.
Sussman coordinated Goldman Sachs & Co.'s effort
through preferred specialists, including the
general sales force. 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 Management, Inc.,
CTA. M.B.A. Finance and B.S. Industrial Relations,
Cornell University. Mr. Sussman has managed the
portfolio since its April 1995.
- --------------------------------------------------------------------------------
L. Philip Jacoby, IV Prior to joining Spectrum, Mr. Jacoby was a
Vice President -- Senior Investment Officer at USL Capital
Portfolio Management Corporation (a subsidiary of Ford Motor
Corporation) 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 licensed as a General
Securities Representative (Series 7), Blue Sky Law
(Series 63), a General Securities Principal
(Series 24), a Municipal Securities Principal
(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
University. Mr. Jacoby has managed the portfolio
since its January 1995.
- --------------------------------------------------------------------------------
Patrick G. Hurley Mr. Hurley came to Spectrum Asset Management,
Vice President - Hedge Inc. from James Money Management, Inc. where
Management he served as a Government Securities Trader
and Computer Specialist. Prior to joining James,
Mr. Hurley was with Oppenheimer & Co., Inc. where
he held positions as an Assistant 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. Mr. Hurley has managed the portfolio since
its May 1994.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees may
include transaction fees and/or service fees paid by the UAM Funds from their
assets attributable to the service agent. The UAM Funds do not pay these fees
on shares purchased directly from UAM Fund Distributors. The service agents
may provide shareholder services to their clients that are not available to a
shareholder dealing directly with the UAM Funds. Each service agent is
responsible for transmitting to its clients a schedule of any such fees and
information regarding any additional or different purchase or redemption
conditions. You should consult your service agent for information regarding
these fees and conditions.

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
<PAGE>

qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolios.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period $ 9.47 $ 9.34 $ 9.21 $ 9.29 $ 9.98
--------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.49 0.55 0.58 0.67 0.60
Net Gains or Losses on Securities
(Realized and Unrealized) (0.30) 0.15 0.14 (0.08) (0.71)
--------------------------------------------------------------------------------------------------------
Total From Investment Operations 0.19 0.70 0.72 0.59 (0.11)
--------------------------------------------------------------------------------------------------------
Less Distributions (0.46) (0.57) (0.59) (0.67) (0.58)
Dividends (From Net Investment Income)
--------------------------------------------------------------------------------------------------------
Total Distributions (0.46) (0.57) (0.59) (0.67) (0.58)
--------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $ 9.20 $ 9.47 $ 9.34 $ 9.21 $ 9.29
--------------------------------------------------------------------------------------------------------
Total Return 1.84%+ 7.73%+ 8.17%+ 6.67% (1.15)%
--------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data $30,535 $32,552 $27,528 $33,789 $91,221
Net Assets, End of Period (Thousands)
Ratio of Expenses to Average Net Assets 0.99% 0.99% 0.99% 0.98% 0.89%
Ratio of Net Investment Income to
Average Net Assets 5.26% 5.83% 6.26% 7.03% 6.45%
Portfolio Turnover Rate 81% 59% 77% 44% 65%
</TABLE>

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the periods.

<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
---------------------------------------------------------------------------
<S> <C> <C>
SAPSX 902555572 921
</TABLE>

<PAGE>

SAMI PREFERRED STOCK INCOME PORTFOLIO

For investors who want more information about SAMI Preferred Stock Income
Portfolio, the following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of SAMI Preferred Stock Income Portfolio
provide additional information about their investments. In each annual
report, you will also find a discussion of the market conditions and
investment strategies that significantly affected the performance of SAMI
Preferred Stock Income Portfolio during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about SAMI Preferred Stock
Income Portfolio and is incorporated by reference into (legally part of)
this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolios and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-Link (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-5683.

UAM
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE SIRACH PORTFOLIOS

INSTITUTIONAL CLASS PROSPECTUS

Sirach Growth Portfolio
Sirach Equity Portfolio Sirach Special
Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Bond Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................. 1

What are the Objectives of the Portfolios?....................... 1
What are the Principal Investment Strategies of the Portfolios?.. 1
What are the Principal Risks of the Portfolios?.................. 2
How have the Portfolios Performed?............................... 4
What are the Fees and Expenses of the portfolios?................ 8

INVESTING WITH THE UAM FUNDS...................................... 10

Buying Shares.................................................... 10
Redeeming Shares................................................. 12
Exchanging Shares................................................ 12
Transaction Policies............................................. 12

ACCOUNT POLICIES.................................................. 15

Small Accounts................................................... 15
Distributions.................................................... 15
Federal Taxes.................................................... 15

FUND DETAILS...................................................... 17

Principal Investments and Risks of The Portfolios................ 17
Other Investment Practices and Strategies........................ 20
Year 2000........................................................ 22
Investment Management............................................ 22
Shareholder Servicing Arrangements............................... 28

FINANCIAL HIGHLIGHTS.............................................. 30

Sirach Growth Portfolio.......................................... 30
Sirach Special Equity Portfolio.................................. 32
Sirach Strategic Balanced Portfolio.............................. 32
Sirach Equity Portfolio.......................................... 34
Sirach Bond Portfolio............................................ 34
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the Sirach Portfolios. The
Sirach Portfolios cannot guarantee they will meet their investment objectives.
A portfolio may not change its investment objective without shareholder
approval.

SIRACH GROWTH PORTFOLIO

Sirach Growth Portfolio seeks to provide long-term capital growth, consistent
with reasonable risk to principal, by investing primarily in common stocks of
companies that offer long-term growth potential.

SIRACH EQUITY PORTFOLIO

Sirach Equity Portfolio seeks 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.

SIRACH SPECIAL EQUITY PORTFOLIO

Sirach Special Equity Portfolio seeks 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

Sirach Strategic Balanced Portfolio seeks to provide long-term capital growth,
consistent with reasonable risk to principal, by investing in a diversified
portfolio of common stocks and fixed income securities.

SIRACH BOND PORTFOLIO

Sirach Bond Portfolio seeks to achieve above-average total return, consistent
with reasonable risk to principal, by investing primarily in dollar-
denominated, investment-grade fixed-income securities.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

1
<PAGE>

The following is a brief description of the principal investment strategies of
the Sirach Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

SIRACH GROWTH, EQUITY AND SPECIAL EQUITY PORTFOLIOS

The adviser believes that Sirach Growth, Equity and Special Equity Portfolios
can achieve their goals by investing in equity securities of companies that
rank high on its proprietary ranking system. Sirach Growth and Equity
Portfolios invest in companies of all sizes. Sirach Special Equity Portfolio
invests primarily in companies that have market capitalizations of $100
million to $4 billion.

SIRACH BOND PORTFOLIO

Sirach Bond Portfolio invests in a diversified mix of dollar-denominated,
investment-grade debt securities. The adviser will adjust the
maturity/duration, maturity structure, sector weightings and individual issues
of the portfolio based on its assessment of current economic conditions and
trends and monetary and fiscal policies. In selecting securities for the
portfolio, the adviser tries to achieve incremental risk-adjusted return.

SIRACH STRATEGIC BALANCED PORTFOLIO

Sirach Strategic Balanced Portfolio typically invests approximately 40-45% of
its assets in investment-grade debt securities and 55-60% in equity
securities. The adviser selects equity securities for the portfolio using the
same approach as Sirach Growth Portfolio and selects debt securities for the
portfolio using the same approach as Sirach Bond Portfolio.

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

SIRACH GROWTH, EQUITY AND SPECIAL EQUITY PORTFOLIOS

Because Sirach Growth and Equity Portfolios are growth oriented, they may not
perform as well as other types of mutual funds when growth investing is out of
favor. The values of growth stocks may be more sensitive to changes in
current or expected earnings than the values of other stocks.

Investors in Sirach Special Equity Portfolio take on additional risks that
come with investing in stocks of smaller companies, which can be riskier than
investing in larger, more mature companies. Smaller companies may be more
vulnerable to adverse developments than larger companies because they tend to
have more narrow product lines and more limited financial resources. Their
stocks may trade less frequently and in limited volume.

SIRACH BOND PORTFOLIO

Since the portfolio invests in debt securities, the value of its investments
could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

SIRACH STRATEGIC BALANCED PORTFOLIO

To the extent Sirach Strategic Balanced Portfolio invests in equity and debt
securities, its shareholders will take on the risks that come with investing
in both those types of securities. Investors also run the risk that the
portfolio will be more heavily invested in one type of security when it would
be better to invest in the other type of security.
<PAGE>

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

SIRACH GROWTH PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 25.58% (4th quarter 1998).
Lowest quarter: -13.83% (3rd quarter 1998).

[BAR CHART APPEARS HERE]

<PAGE>

<TABLE>
<S> <C> <C> <C>
S&P 500 Index 28.60% 24.05% 23.92%
- -----------------------------------------------------------------------------
</TABLE>

* The portfolio began operations 12/1/93. Index comparisons begin on
11/30/93.

SIRACH EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 25.01% (4th quarter 1998).
Lowest quarter: -13.20% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year Inception*
<S> <C> <C>
Sirach Equity Portfolio 29.93% 29.68%
- ----------------------------------------------------------------------------
S&P 500 Index 28.60% 29.68%
- ----------------------------------------------------------------------------
</TABLE>

* The portfolio began operations on 7/1/96. Index comparisons begin on
6/30/96.

SIRACH SPECIAL EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 29.49% (1st quarter 1991).
<PAGE>

Lowest quarter: -26.88% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended 12/31/98 1 Year 5 Years Since
Inception*
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Sirach Special Equity Portfolio 5.64% 10.85% 14.20%
- -------------------------------------------------------------------------------
Russell 2500 Growth Index 3.10% 12.41% 11.91%
</TABLE>

* The portfolio began operations on 10/2/89. Index comparisons begin on
9/30/89.

SIRACH STRATEGIC BALANCED PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 14.73% (4th quarter 1998).
Lowest quarter: -6.53% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Sirach Strategic Balanced Portfolio 19.35% 14.06% 14.14%
- -------------------------------------------------------------------------------
S&P 500 Index 28.60% 24.05% 23.92%
- -------------------------------------------------------------------------------
Lehman Brothers Aggregate Index 8.69% 7.27% 7.27%
</TABLE>

* The portfolio began operation on 12/1/93. Index comparisons begin on
11/30/93.

SIRACH BOND PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 3.22% (3rd quarter 1998).
Lowest quarter: 0.28% (4th quarter 1998).
<PAGE>

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year Inception*
- ------------------------------------------------------------------------------
<S> <C> <C>
Sirach Bond Portfolio 7.88% 8.45%
- ------------------------------------------------------------------------------
Lehman Brothers Aggregate Index 8.69% 8.73%
</TABLE>

* The portfolio began operations on 11/3/97. Index comparisons begin on
10/31/97.
<PAGE>

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. This table is presented in the format required by
the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
Special Strategic
Growth Equity Equity Balanced Bond
Portfolio Portfolio Portfolio Portfolio Portfolio
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management fees 0.65% 0.65% 0.70% 0.65% 0.35%
- --------------------------------------------------------------------------------
Other Expenses 0.26% 0.55% 0.22% 0.36% 0.58%
- --------------------------------------------------------------------------------
Total Expenses 0.91%* 1.20%* 0.92% 1.01% 0.93%
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser for Sirach Equity and Bond Portfolios and expense
offsets for each portfolio, investors in the portfolio actually paid the total
operating expenses during the fiscal year ended October 31, 1998 listed below.
The Adviser may cancel it expense limitation at any time.

<TABLE>
<CAPTION>
Growth Portfolio Equity Portfolio Bond Portfolio
<S> <C> <C> <C>
- ------------------------------------------------------------------------------
Actual Expenses 0.90% 0.90% 0.50%
</TABLE>

EXAMPLE

This example reflects the gross expense ratio of the portfolios and not the
actual fees and expenses of the portfolios. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Growth Portfolio $ 93 $290 $504 $1,120
- -------------------------------------------------------------------------------
Equity Portfolio $122 $381 $660 $1,455
- -------------------------------------------------------------------------------
Special Equity Portfolio $ 94 $293 $509 $1,131
- -------------------------------------------------------------------------------
Strategic Balanced Portfolio $103 $322 $558 $1,236
- -------------------------------------------------------------------------------
Bond Portfolio $ 93 $296 $515 $1,143
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES
------------------------------------------------------------------------------
<S> <C> <C>
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party portfolio into which you want
checks). to invest.

------------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
------------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment Plan completed application to the
(Via ACH) UAM Funds. To cancel or change
a plan, write to the UAM
Funds. Allow up to 15 days to
create the plan and 3 days to
cancel or change it.

------------------------------------------------------------------------------
</TABLE>

MINIMUM $2,500 -- regular account $100
INVESTMENTS $500 -- IRAs
$250 -- spousal IRAs

<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish
to redeem. Certain shareholders may have to include
additional documents.
------------------------------------------------------------------------------
By Telephone You must first establish the telephone redemption
privilege (and, if desired, the wire redemption privilege)
by completing the appropriate sections of the account
application.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolios
calculate their NAVs as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.
<PAGE>

Buying or Selling Shares Through a Financial Intermediary

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less amortized cost,
which approximates market value.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.
<PAGE>

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment, but
not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and certain
other accounts.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of investing
in the UAM Funds. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.

TAXES ON DISTRIBUTIONS

The distributions of the portfolios will generally be taxable to shareholders
as ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the portfolio held the relevant assets). You
will be subject to income tax on these distributions regardless of whether
they are paid in cash or reinvested in additional shares. Once a year UAM
Funds will send you a statement showing the types and total amount of
distributions you received during the previous year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your
<PAGE>

account statements for the periods during which you held shares.) Any loss
realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies
the Sirach Portfolios may employ in seeking their objectives. This discussion
is in addition to the discussion set forth in the "PORTFOLIO SUMMARY." For
more information concerning these investment practices and their associated
risks, please read the "PORTFOLIO SUMMARY" and the statement of additional
information (SAI). You can find information on each portfolio's recent
strategies and holdings in the current annual/semiannual report. The
portfolio may change these strategies without shareholder approval.

SIRACH GROWTH, EQUITY AND SPECIAL EQUITY PORTFOLIOS

Sirach Growth and Equity Portfolios invest in primarily in common stocks of
companies of all sizes. Sirach Special Equity Portfolio invests primarily in
common stocks of companies that have market capitalizations of $100 million to
$4 billion. Sirach Equity Portfolio invests at least 90% of its assets in
equity securities. While each portfolio invests mainly in common stocks, they
may also invest in other types of equity securities.

The adviser invests the assets of each portfolio in equity securities of
companies that rank high on its proprietary ranking system. The adviser's
system ranks securities according to decile using historical earnings growth
and consistency, earnings acceleration, prospective earnings "surprise"
probabilities, relative price strength and valuation. The adviser further
narrows the list of potential investments using traditional fundamental
security analysis, focusing particular attention on identifying the factors
influencing earnings, understanding competitive advantages and examining
earnings sustainability. The adviser believes that companies that have ranked
highly according to its analysis are likely to provide superior rates of
return over an extended period relative to the stock market in general.

The adviser identifies a review price for each security (usually 15% to 20%
below its purchase price) at the time it purchases the security. The adviser
continuously monitors the investments of the portfolio and, if the price of a
security declines below its review price, the adviser may sell some or all of
that security.

Normally, Sirach Growth and Special Equity Portfolios expect that cash
reserves will represent less than 20% of their respective assets.
<PAGE>

EQUITY SECURITIES

Equity securities represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.

Equity securities may lose value because of factors affecting the securities
markets generally, such as adverse changes in economic conditions, the general
outlook for corporate earnings, interest rates or investor sentiment. These
circumstances may lead to long periods of poor performance, such as during a
"bear market." Equity securities may also lose value because of factors
affecting an entire industry, such as increases in production costs, or
factors directly related to that company, such as decisions made by its
management.

The Sirach Growth and Equity Portfolios may invest in growth stocks, which are
stocks of companies that the adviser believes have earnings that will grow
relatively rapidly. These growth stocks typically trade at higher multiples of
current earnings than other stocks. Therefore, the values of growth stocks may
be more sensitive to changes in current or expected earnings than the values
of other stocks.

SIRACH BOND PORTFOLIO

Sirach Bond Portfolio normally invests at least 75% of its total assets in a
diversified mix of dollar-denominated, investment-grade debt securities.

The adviser believes that preserving principal in periods of rising interest
rates should lead to above-average returns over the long run. The adviser
seeks to reduce negative changes in NAV by adjusting the average maturity
and/or duration of the portfolio based on its assessment of

. Current economic conditions and trends.

. The Federal Reserve Board's management of monetary policy.

. Fiscal policy.

. Inflation expectations.
<PAGE>

. Government and private credit demands.

. Global conditions.

Ordinarily, the weighted average maturity (the date when a debt security is
due and payable) of the portfolio will range between eight and twelve years.
The weighted average duration (a theoretical measure of volatility) of the
portfolio will usually range from four to six years.

The adviser tries to emphasize (1) relative values and interest rate spreads
within selected maturity ranges, credit qualities and coupons, and (2) the
marketability of individual issues and diversification within the portfolio.

The adviser constantly monitors the investments of the portfolio, but does not
employ an automatic sell discipline. Instead, as market conditions changes,
the adviser reevaluates the investments of the portfolio to determine if the
securities still meet the expectations of the adviser. The adviser then sells
securities of the portfolio when it can replace them with securities that will
add value to the portfolio or it changes its investment conclusions about the
security.

DEBT SECURITIES

A debt security is an interest bearing security that corporations and
governments use to borrow money from investors. The issuer of a debt security
promises to pay interest at a stated rate, which may be variable or fixed, and
to repay the amount borrowed at maturity (dates when debt securities are due
and payable). Debt securities include securities issued by the corporations
and the U.S. government and its agencies, mortgage-backed and asset-backed
securities (securities that are backed by pools of loans or mortgages
assembled for sale to investors), Yankee bonds, commercial paper and
certificates of deposit.

Duration measures price volatility by estimating the change in price of a debt
security for a 1% change in its yield. For example, a duration of five means
the price of a debt security will change about 5% for every 1% change in its
yield. Thus, the higher the duration, the more volatile the security.

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up the price of the bond will go
down, and vice versa). Some types of debt securities are more affected by
changes in interest rates than others. For example, changes in rates may
cause people to pay off or refinance the loans underlying mortgage-backed and
asset-backed securities earlier or later than expected, which would shorten or
lengthen the maturity of the security. This behavior can negatively affect
the performance of a portfolio by shortening or lengthening its average
maturity and, thus, reducing its effective duration. The unexpected timing of
mortgage backed and asset-backed prepayments caused by changes in interest
rates may also
<PAGE>

cause the portfolio to reinvest its assets at lower rates, reducing the yield
of the portfolio.

The credit rating or financial condition of an issuer may affect the value of
a debt security. Generally, the lower the quality rating of a security, the
greater the risk that the issuer will fail to pay interest fully and return
principal in a timely manner. To compensate investors for assuming more risk,
issuers with lower credit ratings usually offer their investors higher "risk
premium" in the form of higher interest rates than they would find with a
safer security, such as a U.S. Treasury security. However, since the interest
rate is fixed on a debt security at the time it is purchased, investors
reflect changes in confidence regarding the certainty of interest and
principal by adjusting the price they are willing to pay for the security.
This will affect the yield-to-maturity of the security. If an issuer defaults
or becomes unable to honor its financial obligations, the bond may lose some
or all of its value.

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.

SIRACH STRATEGIC BALANCED PORTFOLIO

Sirach Strategic Balanced Portfolio invests in equity and debt securities
using the same techniques and strategies as Sirach Growth and Bond Portfolios.
The portfolio may invest in a combination of stocks, bonds and short-term cash
equivalents. Normally, the portfolio will invest 25% - 50% of its assets in
debt securities and 35% - 70% of its assets in equity securities. While the
adviser can vary the composition of the portfolio within those ranges, it will
typically invest approximately 55 - 60% of the portfolio's assets in equity
securities and 40 - 45% in debt securities. The portfolio will invest at least
25% of its total assets in senior debt securities, including preferred stock.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time. In
addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued and
forward commitment transactions, lending of securities, borrowing and other
techniques. For more information concerning the risks associated with these
investment practices, you should read the SAI.
<PAGE>

FOREIGN INVESTMENTS

Each portfolio may invest up to 20% of its assets in American Depositary
Receipts (ADRs); however, Sirach Growth and Special Equity Portfolios may only
invest up to 20% of their assets in ADRs. ADRs are certificates evidencing
ownership of shares of a foreign issuer that are issued by depository banks
and generally trade on an established market in the United States or
elsewhere. Although they are alternatives to directly purchasing the
underlying foreign securities in their national markets and currencies, ADRs
continue to be subject to many of the risks associated with investing directly
in foreign securities.

Foreign securities, especially those of companies in emerging markets, can be
riskier and more volatile than domestic securities. Adverse political and
economic developments or changes in the value of foreign currency can make it
harder for a portfolio to sell its securities and could reduce the value of
your shares. Changes in tax and accounting standards and difficulties
obtaining information about foreign companies can negatively affect investment
decisions.

In January 1999, certain European nations began to use the new European common
currency, called the Euro. The nations that use the Euro will have the same
monetary policy regardless of their domestic economy, which could have adverse
effects on those economies. In addition, the method by which the conversion
to the Euro is implemented could negatively affect the investments of a
portfolio.

DERIVATIVES

Sirach Bond and Strategic Balanced Portfolios may buy and sell futures and
options. Derivatives are often more volatile than other investments and may
magnify a portfolio's gains or losses. A portfolio may lose money if the
adviser:

. Fails to predict correctly the direction in which the underlying asset or
economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of the
portfolio.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment activities
of a portfolio by investing up to 100% of its assets in a variety of
securities, such as U.S. government and other high quality and short-term debt
obligations. The adviser may temporarily adopt a defensive position to reduce
changes in the value of a portfolio's shares that may result from adverse
market, economic, political or other developments.

When the adviser pursues a defensive strategy, a portfolio may not profit from
favorable developments that it would have otherwise profited from if it were
<PAGE>

pursuing its normal strategies. Likewise, these strategies may prevent a
portfolio from achieving its stated objectives.

PORTFOLIO TURNOVER

The portfolios may buy and sell investments relatively often. Such a strategy
often involves higher expenses, including brokerage commissions, and may
increase the amount of capital gains (and, in particular, short-term gains)
realized by a portfolio. Shareholders must pay tax on such capital gains.

YEAR 2000
- --------------------------------------------------------------------------------
Many computer programs in use today cannot distinguish the year 2000 from the
year 1900 because of the way they encode and calculate dates. Consequently,
these programs may not be able to perform necessary functions and could
disrupt the operations of the UAM Funds or financial markets in general. The
year 2000 issue affects all companies and organizations, including those that
provide services to the UAM Funds and those in which the UAM Funds invest.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for the
year 2000 and expect that their systems will be adapted before that date.
They are also requesting information on each service provider's state of
readiness and contingency plan. However, at this time the degree to which the
year 2000 issue will affect the UAM Funds' investments or operations cannot be
predicted. Any negative consequences could adversely affect your investment in
the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Sirach Capital Management, Inc., located at 3323 One Union Square, Seattle,
Washington 98101, is the investment adviser to each of the portfolios. The
adviser manages and supervises the investment of each portfolio's assets on a
discretionary basis. The adviser, an affiliate of United Asset Management
Corporation, has provided investment management services to corporations,
pension and profit sharing plans, 401(k) and thrift plans, trusts, estates and
other institutions and individuals since 1970.

Set forth in the table below are the management fees the portfolios paid to
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the total expenses of Sirach Equity and Bond Portfolios to the
amounts listed in the table below. To maintain these expense limits, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of
<PAGE>

the portfolios. The adviser intends to continue its expense limitation until
further notice.

<TABLE>
<CAPTION>
Sirach Sirach
Sirach Special Sirach Strategic Sirach
Growth Equity Equity Balanced Bond
Portfolio Portfolio Portfolio Portfolio Portfolio
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management fees 0.65% 0.70% 0.36% 0.65% 0.00%*
- -------------------------------------------------------------------------------
Expense Limit N/A N/A 0.90% N/A 0.50%
</TABLE>

PORTFOLIO MANAGERS

Teams of investment professionals are primarily responsible for the day-to-day
management of the portfolios. Listed below are the investment professionals
that comprise those teams and a description of their business experience
during the past five years.

<TABLE>
<CAPTION>
Manager Experience
- --------------------------------------------------------------------------------
<S> <C>
Sirach Equity Management Team manages Sirach Growth and Equity Portfolios and
the equity portion of Sirach Strategic Balanced Portfolios.
- --------------------------------------------------------------------------------
Harvey G. Bateman Mr. Bateman joined the adviser in 1988 as a
Principal/Portfolio Manager Principal/Portfolio Manager, where he has
managed equity accounts since 1989.
- --------------------------------------------------------------------------------
Sharon Rowley, CFA Ms. Rowley joined the adviser in 1998 as a
Principal/Portfolio Manager Principal/Portfolio Manager. Before that she
was a Principal at Seafirst Investment
Counselors where she managed equity, bond and
balanced accounts for high net worth
individuals and institutional clients.
- --------------------------------------------------------------------------------
Karin L. Gibony Ms. Gibony joined the adviser in 1990. She has
Principal/Portfolio Manager balanced funds for Sirach Capital Management
since 1991.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Manager Experience
- --------------------------------------------------------------------------------
<S> <C>
James P. Kieburtz Mr. Kieburtz joined the adviser in 1994.
Principal/Portfolio Before that, he was a Systems Engineer
Manager specializing in financial account applications
at the accounting firm of Hagen, Kurth &
Perman.
- --------------------------------------------------------------------------------
Sirach Small Cap Equity Management Team manages Sirach Special Equity Portfolio
- --------------------------------------------------------------------------------
Harvey G. Bateman You may find Mr. Bateman's biography under
Principal/Portfolio Equity Management Team above.
Manager
- --------------------------------------------------------------------------------
Stefan W. Cobb Mr. Cobb joined the adviser in 1994 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he
Manager was a Vice President at the investment-banking
firm of Robertson, Stephens & Company where he
was engaged in institutional sales.
- --------------------------------------------------------------------------------
James P. Kieburtz You may find Mr. Kieburtz's biography under
Principal/Portfolio Equity Management Team above.
Manager
- --------------------------------------------------------------------------------
Sirach Fixed Income Management Team manages Sirach Bond Portfolio and the debt
portion of Sirach Strategic Balanced Portfolio
- --------------------------------------------------------------------------------
Craig F. Hintze Mr. Hintze joined the adviser in 1996 as a
Principal/Portfolio Principal/Portfolio Manager when Olympic
Manager Capital Management merged with Sirach Capital
Management. Before the merger, he was a
Principal of Olympic Capital Management where
he had managed fixed-income portfolios for
institutional clients since 1982.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Manager Experience
- --------------------------------------------------------------------------------
<S> <C>
John F. Dagres Mr. Dagres joined the adviser in 1996 as a
Principal/Portfolio Principal/Portfolio Manager when Olympic
Manager Capital Management merged with Sirach Capital
Management. Before the merger, he was a
Principal of Olympic Capital Management where
he had managed fixed income portfolios for
institutional clients since 1982.
- --------------------------------------------------------------------------------
Stephen J. Romano Mr. Romano joined the adviser in 1991 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he
Manager was a Senior Investment Officer at Seattle-
First National Bank where he managed equity and
fixed income portfolios for private banking
clients.
- --------------------------------------------------------------------------------
Larry J. Katz Mr. Katz joined the adviser in 1996 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he
Manager was a Senior Analyst at Frank Russell Company
from 1994 until 1996, an independent consultant
during 1993 and a Senior Portfolio Manager at
Puget Sound Savings Bank from 1984 through
1992.
</TABLE>

ADVISER'S HISTORICAL PERFORMANCE

The adviser manages separate accounts of equity securities that have the same
investment objectives as Sirach Equity and Growth Portfolios and separate
accounts of debt securities with the same investment objectives as Sirach Bond
Portfolio. The adviser manages these accounts using techniques and strategies
substantially similar, though not always identical, to those used to manage
the portfolios. Composites of the performance of all of these separate
accounts are listed below. The performance data for the managed accounts
reflects deductions for all fees and expenses. Because separately managed
accounts may have different fees and expenses than the portfolios, their
investment returns may differ from those of the portfolios. All fees and
expenses of the separate accounts were less than the operating expenses of the
portfolios. If the performance of the managed accounts was adjusted to
reflect fees and expenses of the portfolios, the composites' performance would
have been lower.

The adviser calculated its performance using the standards of the Association
for Investment Management and Research. Had the adviser calculated its
performance using the SEC's methods, it results might have differed.

The separately managed accounts are not subject to investment limitations,
diversification requirements, and other restrictions imposed by the Investment
Company Act of 1940 and the Internal Revenue Code. If they were, their
returns might have been lower. The performance of these separate accounts is
not intended to predict or suggest the performance of the Sirach Equity and
Growth Portfolios or Sirach Bond Portfolio.
<PAGE>

<TABLE>
<CAPTION>
Sirach Capital
Management --
Equity Composite+ S&P 500 Index
- ------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
- ------------------------------------------------------------------------------
1989 35.50% 31.65%
- ------------------------------------------------------------------------------
1990 -0.78% -3.14%
- ------------------------------------------------------------------------------
1991 40.22% 30.45%
- ------------------------------------------------------------------------------
1992 7.79% 7.66%
- ------------------------------------------------------------------------------
1993 14.69% 10.05%
- ------------------------------------------------------------------------------
1994 -8.84% 1.27%
- ------------------------------------------------------------------------------
1995 31.59% 37.53%
- ------------------------------------------------------------------------------
1996 22.73% 22.99%
- ------------------------------------------------------------------------------
1997 31.23% 33.33%
- ------------------------------------------------------------------------------
1998 29.60% 28.59%
- ------------------------------------------------------------------------------
Annualized Return For Various
Periods Ended 12/31/98
(annualized)
1-year 29.60% 28.59%
- ------------------------------------------------------------------------------
5-years 20.15% 24.05%
- ------------------------------------------------------------------------------
10-years 19.29% 19.19%
- ------------------------------------------------------------------------------
Cumulative Since Inception (1/1/82) 483.54% 478.83%
</TABLE>
<PAGE>

+ The adviser's average annual management fee over the periods shown was
0.50%. During the period shown the adviser's individual account fees ranged
from 0.40% to 0.50%. Net returns to investors vary depending on the
management fee.
<PAGE>

<TABLE>
<CAPTION>
Sirach Capital
Management -- Fixed Lehman Brothers
Income Composite* Aggregate Bond Index
- --------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
- --------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------
1998 8.05% 8.69%
- --------------------------------------------------------------------------------
Annualized Return For Various
Periods Ended 12/31/98
(annualized)
- --------------------------------------------------------------------------------
1-year 8.05% 8.69%
- --------------------------------------------------------------------------------
5-years 7.71% 7.27%
- --------------------------------------------------------------------------------
10-years 9.79% 9.26%
- --------------------------------------------------------------------------------
Since inception (7/1/79) 11.30% 10.11%
- --------------------------------------------------------------------------------
Cumulative Since Inception (7/1/79) 706.27% 553.63%
</TABLE>

* The adviser's average annual management fee over the periods shown was
0.30%. During the period shown the adviser's individual account fees ranged
from 0.20% to 0.30%. Net returns to investors vary depending on the
management fee.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING
<PAGE>

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolios.

Financial Highlights

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The
financial highlights table comes from the financial statements of the
portfolios and reflects the financial results for a single portfolio
Institutional Class share. The total returns in the table represent the
rate that an investor would have earned on an investment in the portfolios
(assuming reinvestment of all dividends and distributions).
PricewaterhouseCoopers LLP has audited the financial statements of the
portfolios. The financial statements and the unqualified opinion of
PricewaterhouseCoopers LLP are included in the annual report of the
portfolios, which is available upon request.

SIRACH GROWTH PORTFOLIO

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994+
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 15.44 $ 14.01 $ 11.35 $ 9.66 $ 10.0
------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.02 0.12 0.12 0.15 0.10
Net Gains or Losses on Securities
(Realized and Unrealized) 1.47 3.55 2.65 1.70 (0.36)
-----------------------------------------------------------------------------------------------------------
Total From Investment Operations 1.49 3.67 2.77 1.85 (0.26)
-----------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.04) (0.13) (0.11) (0.16) (0.08)
Distributions (From Capital Gains) (3.13) (2.11) -- -- --
-----------------------------------------------------------------------------------------------------------
Total Distributions (3.17) (2.24) (0.11) (0.16) (0.08)
-----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 13.76 $ 15.44 $ 14.01 $ 11.35 $ 9.66
-----------------------------------------------------------------------------------------------------------
Total Return 11.45% 30.86% 24.52% 19.33% (2.58)%#
-----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $84,423 $132,530 $128,982 $114,787 $80,944
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Expenses to Average Net Assets 0.91% 0.90% 0.87% 0.86% 0.92%*
Ratio of Net Investment Income
to Average Net Assets 0.17% 0.84% 0.97% 1.48% 1.13%*
Portfolio Turnover Rate 103% 138% 151% 119% 141%
</TABLE>

+ For the period December 1, 1993 (commencement of operations) to October
31, 1994.

* Annualized

# Not annualized
<PAGE>

SIRACH SPECIAL EQUITY PORTFOLIO
- -------------------------------
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 14.95 $ 17.98 $ 18.80 $ 16.10 $ 19.10
Income from Investment Operations
Net Investment Income (Loss) (0.10) (0.09) (0.06) 0.11 0.04
Net Gains or Losses on Securities
(Realized and Unrealized) (1.90) 0.98 3.51 3.65 (0.90)
------------------------------------------------------------------------------------------------------
Total From Investment Operations (2.00) 0.89 3.45 3.76 (0.86)
------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) -- -- (0.03) (0.11) (0.02)
Distributions (From Capital Gains) (2.86) (3.92) (4.24) (0.95) (2.12)
------------------------------------------------------------------------------------------------------
Total Distributions (2.86) (3.92) (4.27) (1.06) (2.14)
------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 10.09 $ 14.95 $ 17.98 $ 18.80 $ 16.10
------------------------------------------------------------------------------------------------------
Total Return (14.99)% 8.11 % 23.62 % 25.31 % (4.68)%
------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $154,373 $368,430 $441,326 $498,026 $513,468
Ratio of Expenses to Average Net Assets 0.92 % 0.89 % 0.87 % 0.85 % 0.88 %
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.61)% (0.53)% (0.29)% 0.64 % 0-.27 %
Portfolio Turnover Rate 126 % 114 % 129 % 137 % 107 %
</TABLE>

SIRACH STRATEGIC BALANCED PORTFOLIO
- -----------------------------------
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994+
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $12.44 $11.99 $10.75 $9.35 $10.00
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Income from Investment Operations 0.28 0.37 0.36 0.36 0.27
Net Investment Income
Net Gains or Losses on Securities 0.88 1.81 1.24 1.39 (0.69)
- ----------------------------------------------------------------------------------------------------------------------
(Realized and Unrealized)
Total From Investment Operations 1.16 2.18 1.60 1.75 (0.42)
- ----------------------------------------------------------------------------------------------------------------------
Less Distributions (0.29) (0.37) (0.36) (0.35) (0.23)
Dividends (From Net Investment Income)
Distributions (From Capital Gains) (1.75) (1.36) -- -- --
Total Distributions (2.04) (1.73) (0.36) (0.35) (0.23)
- ----------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 11.56 $ 12.44 $ 11.99 $ 10.75 $ 9.35
- ----------------------------------------------------------------------------------------------------------------------
Total Return 10.63% 20.78% 15.13% 19.10% (4.19)%#
- ----------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data $84,522 $86,204 $83,430 $95,834 $ 99,564
Net Assets, End of Year (Thousands)
Ratio of Expenses to Average Net Assets 1.01% 0.97% 0.93% 0.87% 0.90%*
Ratio of Net Investment Income to 2.39% 3.06% 3.04% 3.49% 3.05%*
Average Net Assets
Portfolio Turnover Rate 87% 128% 172% 158% 158%
</TABLE>

+ For the period December 1, 1993 (commencement of operations) to October
31, 1994.

* Annualized
# Not annualized
<PAGE>

SIRACH EQUITY PORTFOLIO

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996+
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Year $ 13.98 $ 10.97 $ 10.00
- -----------------------------------------------------------------------------------------------------------------
Income from Investment Operations (0.01) 0.03 0.01
Net Investment Income (Loss)
Net Gains or Losses on Securities (Realized and Unrealized) 2.01 3.06 0.97
- -----------------------------------------------------------------------------------------------------------------
Total From Investment Operations 2.00 3.09 0.98
- -----------------------------------------------------------------------------------------------------------------
Less Distributions (0.01) (0.02) (0.01)
Dividends (From Net Investment Income)
Distributions (From Capital Gains) (0.38) (0.06) --
Total Distributions (0.39) (0.08) (0.01)
- -----------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 15.59 $ 13.98 $ 10.97
- -----------------------------------------------------------------------------------------------------------------
Total Return++ 14.63% 28.34% 9.80%#
- -----------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data $37,939 $26,169 $ 6,410
Net Assets, End of Year (Thousands)
Ratio of Expenses to Average Net Assets 0.90% 0.90% 1.03%*
Ratio of Net Investment Income (Loss) to Average Net Assets (0.08)% 0.30% 0.39%*
Portfolio Turnover Rate 75% 89% 34%
</TABLE>

SIRACH BOND PORTFOLIO

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998@
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Year $ 10.00
- ---------------------------------------------------------------------------------------------------------
Income from Investment Operations 0.59
Net Investment Income
Net Gains or Losses on Securities (Realized and Unrealized) 0.28
- ---------------------------------------------------------------------------------------------------------
Total From Investment (Loss) Operations 0.87
- ---------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.52)
- ---------------------------------------------------------------------------------------------------------
Total Distributions (0.52)
- ---------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 10.35
- ---------------------------------------------------------------------------------------------------------
Total Return++ 8.84%#
- ---------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data $63,409
Net Assets, End of Year (Thousands)
Ratio of Expenses to Average Net Assets 0.51%*
</TABLE>
<PAGE>

<TABLE>
<S> <C>
Ratio of Net Investment Income (Loss) to Average Net Assets 5.95%*
Portfolio Turnover Rate 168%
</TABLE>

+ For the period July 1, 1996 (commencement of operations) to October 31, 1996.

@ For the period November 3, 1997 (commencement of operations) to October 31,
1998.

++ Total return would have been lower had certain fees not been waived and
expenses assumed by adviser and its affiliates during the periods
indicated.
* Annualized
# Not annualized
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sirach Growth Portfolio SGRWX 902555655 926
- ------------------------------------------------------------------------------------------------------------
Sirach Equity Portfolio SIEQX 902555457 926
- ------------------------------------------------------------------------------------------------------------
Sirach Special Equity Portfolio SSEPX 902555598 928
- ------------------------------------------------------------------------------------------------------------
Sirach Strategic Balanced Portfolio SSBAX 902555622 930
- ------------------------------------------------------------------------------------------------------------
Sirach Bond Portfolio SBNDX 902555291 922
</TABLE>
<PAGE>

The Sirach Portfolios

For investors who want more information about the Sirach Portfolios, the
following documents are available upon request.

Annual/Semi-Annual Reports

The annual and semi-annual reports of the Sirach Portfolios provide additional
information about their investments. In each annual report, you will also
find a discussion of the market conditions and investment strategies that
significantly affected the performance of the Sirach Portfolios during the
last fiscal year.

Statement of Additional Information
The SAI contains additional detailed information about the Sirach Portfolios
and is incorporated by reference into (legally part of) this prospectus.

How to Get More Information

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing to
or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolio and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by calling
the SEC at 1-800-SEC-0330. You can get copies of this information for free, on
the SEC's Internet site at www.sec.gov.

The portfolio's Investment Company Act of 1940 file number is 811-5683.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE SIRACH PORTFOLIOS

Institutional Service Class Prospectus

Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Bond Portfolio

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY................................................. 1

What are the Objectives of the Portfolios?....................... 1
What are the Principal Investment Strategies of the Portfolios?.. 1
What are the Principal Risks of the Portfolios?.................. 2
How have the Portfolios Performed?............................... 3
What are the fees and expenses of the Portfolios?................ 7

INVESTING WITH THE UAM FUNDS...................................... 9

ACCOUNT POLICIES.................................................. 14

FUND DETAILS...................................................... 16

Principal Investments and Risks of The Portfolios................ 16
Other Investment Practices and Strategies........................ 19
Year 2000........................................................ 21
Investment Management............................................ 21
Shareholder Servicing Arrangements............................... 26

FINANCIAL HIGHLIGHTS.............................................. 29

Sirach Growth Portfolio.......................................... 29
Sirach Special Equity Portfolio.................................. 31
Sirach Bond Portfolio............................................ 31
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the Sirach Portfolios. The
Sirach Portfolios cannot guarantee they will meet their investment objectives.
A portfolio may not change its investment objective without shareholder
approval.

SIRACH GROWTH PORTFOLIO

SIRACH SPECIAL EQUITY PORTFOLIO

SIRACH BOND PORTFOLIO

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
the Sirach Portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

SIRACH GROWTH AND SPECIAL EQUITY PORTFOLIOS

The adviser believes that Sirach Growth and Special Equity

1
<PAGE>

Portfolios can achieve their goals by investing in equity securities of
companies that rank high on its proprietary ranking system. Sirach Growth and
Equity Portfolios invest in companies of all sizes. Sirach Special Equity
Portfolio invests primarily in companies that have market capitalizations of
$100 million to $4 billion.

SIRACH BOND PORTFOLIO

Sirach Bond Portfolio invests in a diversified mix of dollar-denominated,
investment-grade debt securities. The adviser will adjust the
maturity/duration, maturing structure, sector weightings and individual issues
of the portfolio based on its assessment of current economic conditions and
trends and monetary and fiscal policies. In selecting securities for the
portfolio, the adviser tries to achieve incremental risk-adjusted return.

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

2
<PAGE>

SIRACH GROWTH AND SPECIAL EQUITY PORTFOLIOS

Because Sirach Growth Portfolio is growth oriented, it may not perform as well
as other types of mutual funds when growth investing is out of favor. The
values of growth stocks may be more sensitive to changes in current or
expected earnings than the values of other stocks.

SIRACH BOND PORTFOLIO

Since the portfolio invests in debt securities, the value of its investments
could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------
The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio since its inception. The table following
each bar chart compares each portfolio's average annual returns for the
periods indicated to those of a broad-based securities market index. Past
performance does not guarantee future results.

3
<PAGE>

SIRACH GROWTH PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 25.55% (4th quarter 1998).
Lowest quarter: -13.85% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year Inception*
- --------------------------------------------------------------------------
<S> <C> <C>
Sirach Growth Portfolio 25.74% 25.84%
- --------------------------------------------------------------------------
S&P 500 Index 28.60% 28.69%
</TABLE>

* The portfolio began operations on 11/7/97. Index comparisons begin on
10/31/97.

SIRACH SPECIAL EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 27.31% (4th quarter 1998).
Lowest quarter: -26.95% (3rd quarter 1998).

4
<PAGE>

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year Inception*
- ---------------------------------------------------------------------------
<S> <C> <C>
Sirach Special Equity Portfolio 5.66% 7.79%
- ---------------------------------------------------------------------------
Russell 2500 Growth Index 3.10% 9.16%
- ---------------------------------------------------------------------------
</TABLE>

* The portfolio began operations on 3/22/96. Index comparisons begin on
4/1/96.

SIRACH BOND PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 3.03% (3th quarter 1998).
Lowest quarter: 0.32% (4th quarter 1998).

[BAR CHART APPEARS HERE]

5
<PAGE>

[BAR CHART APPEARS HERE]

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year Inception*
<S> <C> <C>
- -------------------------------------------------------------------------
Sirach Bond Portfolio 7.58% 8.22%
- -------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index 8.69% 8.73%
</TABLE>

* The portfolio began operations on 11/7/97. Index comparisons begin on
10/31/97.

6
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio. This table is presented in the format required by
the SEC and may not reflect the actual expenses you would have paid as a
shareholder in the portfolios.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
Special Equity Bond
Growth Portfolio Portfolio Portfolio
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.65% 0.70% 0.35%
- ------------------------------------------------------------------------
Service (12b-1) Fees 0.25% 0.25% 0.25%
- ------------------------------------------------------------------------
Other Expenses 0.26% 0.22% 0.59%
- ------------------------------------------------------------------------
Total Expenses 1.16%* 1.17% 1.19%*
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in the portfolio. Due to certain expense
limits by the adviser for Sirach Bond Portfolio and expense offsets for each
portfolio, investors in the portfolio actually paid the total operating
expenses during the fiscal year ended October 31, 1998 listed below. The
Adviser may cancel its expense limitation at any time.

<TABLE>
<CAPTION>
Growth Portfolio Bond Portfolio
- --------------------------------------------------------
<S> <C> <C>
Actual Expenses 1.15% 0.75%
</TABLE>

EXAMPLE

7
<PAGE>

This example reflects the gross expense ratio of the portfolios and not the
actual fees and expenses of the portfolios. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Portfolio $118 $368 $638 $1,409
-------------------------------------------------------------------------
Special Equity Portfolio $119 $372 $644 $1,420
-------------------------------------------------------------------------
Bond Portfolio $121 $378 $654 $1,443
</TABLE>

8
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------
TO OPEN AN ACCOUNT TO BUY MORE SHARES
------------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if
order and your account possible, the "Invest by
application to the UAM Mail" stub that accompanied
Funds. Make checks your statement to the UAM
payable to "UAM Funds" Funds. Be sure your check
(the UAM Funds will not identifies clearly your
accept third-party name, account number and the
checks). portfolio into which you
want to invest.
------------------------------------------------------------------------------
By Wire Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
------------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment completed application to the
Plan (Via ACH) UAM Funds. To cancel or
change a plan, write to the
UAM Funds. Allow up to 15
days to create the plan and
3 days to cancel or change
it.
------------------------------------------------------------------------------

Minimum $2,500 -- regular account $100
Investments $500 -- IRAs
$250 -- spousal IRAs

9
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

10
<PAGE>

EXCHANGING SHARES
- --------------------------------------------------------------------------------
At no charge, you may exchange shares of one UAM Fund for shares of the same
class of any other UAM Fund by writing to or calling the UAM Funds. Before
exchanging your shares, read the prospectus of the UAM Fund for which you want
to exchange, which you may obtain from the UAM Funds. You may not exchange
shares represented by certificates over the telephone. You may only exchange
shares between accounts with identical registrations (i.e., the same names and
addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------
CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its net
asset value (NAV) next computed after it receives your order. The portfolios
calculate their NAVs as of the close of trading on the New York Stock Exchange
(NYSE) (generally 4:00 p.m. Eastern Time) on each day the NYSE is open.
Therefore, to receive the NAV on any given day, the UAM Funds must accept your
order by the close of trading on the NYSE that day. Otherwise, you will
receive the NAV that is calculated on the close of trading on the following
day. The UAM Funds are open for business on the same days as the NYSE, which
is closed on weekends and certain holidays.

11
<PAGE>

Buying or Selling Shares through a Financial Intermediary

Certain financial intermediaries have agreements with the UAM Funds that allow
them to enter confirmed purchase or redemption orders on behalf of clients and
customers. Under this arrangement, the financial intermediary must send your
payment to the UAM Funds by the time they price their shares on the following
day. If your financial intermediary fails to do so, it may be responsible for
any resulting fees or losses.

CALCULATING NAV

The UAM Funds calculate their NAV by adding the total value of their assets,
subtracting their liabilities and then dividing the result by the number of
shares outstanding. The UAM Funds value their investments with readily
available market quotations at market value. Investments that do not have
readily available market quotations are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value
securities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that will mature in 60 days or less amortized cost,
which approximates market value.

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

The UAM Funds will pay for all shares redeemed within seven days after they
receive a redemption request in proper order. If you redeem shares that were
purchased by check, you will not receive your redemption proceeds until the
check has cleared, which may take up to 15 days. You may avoid these delays
by paying for shares with a certified check, bank check or money order.

SIGNATURE GUARANTEE

You must have your signature guaranteed when (1) you want the proceeds from
your redemption sent to a person or address different from that registered on
the account, or (2) you request a transfer of your shares.

12
<PAGE>

TELEPHONE TRANSACTIONS

The UAM Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine; they may be liable for any losses if
they fail to do so. The UAM Funds will not be responsible for any loss,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance of a
portfolio by disrupting its management and by increasing its expenses.)

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments or
fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

13
<PAGE>

ACCOUNT POLICIES

SMALL ACCOUNTS
- --------------------------------------------------------------------------------
The UAM Funds may redeem your shares without your permission if the value of
your account falls below 50% of the required minimum initial investment, but
not because of a drop in the value of your shares caused by market
fluctuations. This provision does not apply to retirement accounts and certain
other accounts.

FEDERAL TAXES
- --------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of investing
in the UAM Funds. You may also have to pay state and local taxes on your
investment. You should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the UAM Funds.

TAXES ON DISTRIBUTIONS

The distributions of the portfolios will generally be taxable to shareholders
as ordinary income or capital gains (which may be taxable at different rates
depending on the length of time the portfolio held the relevant assets). You
will be subject to income tax on these distributions regardless of whether
they are paid in cash or reinvested in additional shares. Once a year UAM
Funds will send you a statement showing the types and total amount of
distributions you received during the previous year.

You should note that if you purchase shares just before a distribution, the
purchase price would reflect the amount of the upcoming distribution. In this
case, you would be taxed on the entire amount of the distribution received,
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided.

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a gain
or loss for income tax purposes. This gain or loss will be based on the
difference between your tax basis in the shares and the amount you receive for
them. (To aid in computing your tax basis, you generally should retain your

14
<PAGE>

account statements for the periods during which you held shares.) Any loss
realized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other tax-
qualified plan) will not be currently taxable, but they may be taxable at some
time in the future.

BACKUP WITHHOLDING

By law, the UAM funds must withhold 31% of your distributions and proceeds if
you have not provided complete, correct taxpayer information.

15
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the Sirach Portfolios may employ in seeking their objectives. This discussion
is in addition to the discussion set forth in the "PORTFOLIO SUMMARY." For
more information concerning these investment practices and their associated
risks, please read the "PORTFOLIO SUMMARY" and the statement of additional
information (SAI). You can find information on each portfolio's recent
strategies and holdings in the current annual/semi-annual report. The
portfolio may change these strategies without shareholder approval.

SIRACH GROWTH AND SPECIAL EQUITY PORTFOLIOS

Sirach Growth Portfolio invests in primarily in common stocks of companies of
all sizes. Sirach Special Equity Portfolio invests primarily in common stocks
of companies that have market capitalizations of $100 million to $4 billion.
While each portfolio invests mainly in common stocks, they may also invest in
other types of equity securities.

The adviser invests the assets of the portfolio in equity securities of
companies that rank high on its proprietary ranking system. The adviser's
system ranks securities according to decile using historical earnings growth
and consistency, earnings acceleration, prospective earnings "surprise"
probabilities, relative price strength and valuation. The adviser further
narrows the list of potential investments using traditional fundamental
security analysis, focusing particular attention on identifying the factors
influencing earnings, understanding competitive advantages and examining
earnings sustainability. The adviser believes that companies that have ranked
highly according to its analysis are likely to provide superior rates of
return over an extended period relative to the stock market in general.

Normally, Sirach Growth Portfolio expects that cash reserves will represent
less than 20% of its assets.

EQUITY SECURITIES

16
<PAGE>

the issuer. Equity securities include common stocks, preferred stocks,
convertible securities, rights and warrants.

Equity securities may lose value because of factors affecting the securities
markets generally, such as adverse changes in economic conditions, the general
outlook for corporate earnings, interest rates or investor sentiment. These
circumstances may lead to long periods of poor performance, such as during a
"bear market." Equity securities may also lose value because of factors
affecting an entire industry, such as increases in production costs, or
factors directly related to that company, such as decisions made by its
management.

The Sirach Growth Portfolio may invest in growth stocks, which are stocks of
companies that the adviser believes have earnings that will grow relatively
rapidly. These growth stocks typically trade at higher multiples of current
earnings than other stocks. Therefore, the values of growth stocks may be more
sensitive to changes in current or expected earnings than the values of other
stocks.

SIRACH BOND PORTFOLIO

Sirach Bond Portfolio normally invests at least 75% of its total assets in a
diversified mix of dollar-denominated, investment-grade debt securities.

. Current economic conditions and trends.

. The Federal Reserve Board's management of monetary policy.

. Fiscal policy.

. Inflation expectations.

. Government and private credit demands.

. Global conditions.

Ordinarily, the weighted average maturity (the date when a debt security is
due and payable) of the portfolio will range between eight and twelve

17
<PAGE>

years. The weighted average duration (a theoretical measure of volatility) of
the portfolio will usually range from four to six years.

DEBT SECURITIES

A debt security is an interest bearing security that corporations and
governments use to borrow money from investors. The issuer of a debt security
promises to pay interest at a stated rate, which may be variable or fixed, and
to repay the amount borrowed at maturity (dates when debt securities are due
and payable). Debt securities include securities issued by the corporations
and the U.S. government and its agencies, mortgage-backed and asset-backed
securities (securities that are backed by pools of loans or mortgages
assembled for sale to investors), Yankee bonds, commercial paper and
certificates of deposit.

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up the price of the bond will go
down, and vice versa). Some types of debt securities are more affected by
changes in interest rates than others. For example, changes in rates may
cause people to pay off or refinance the loans underlying mortgage-backed and
asset-backed securities earlier or later than expected, which would shorten or
lengthen the maturity of the security. This behavior can negatively affect
the performance of a portfolio by shortening or lengthening its average
maturity and, thus, reducing its effective duration. The unexpected timing of
mortgage backed and asset-backed prepayments caused by changes in interest
rates may also cause the portfolio to reinvest its assets at lower rates,
reducing the yield of the portfolio.

The credit rating or financial condition of an issuer may affect the value of
a debt security. Generally, the lower the quality rating of a security, the
greater the risks that the issuer will fail to pay interest fully and return
principal in a

18
<PAGE>

timely manner. To compensate investors for assuming more risk, issuers with
lower credit ratings usually offer their investors higher "risk premium" in
the form of higher interest rates than they would find with a safer
security, such as a U.S. Treasury security. However, since the interest
rate is fixed on a debt security at the time it is purchased, investors
reflect changes in confidence regarding the certainty of interest and
principal by adjusting the price they are willing to pay for the security.
This will affect the yield-to-maturity of the security. If an issuer
defaults or becomes unable to honor its financial obligations, the bond may
lose some or all of its value.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued
and forward commitment transactions, lending of securities, borrowing and
other techniques. For more information concerning the risks associated with
these investment practices, you should read the SAI.

FOREIGN INVESTMENTS

Each portfolio may invest up to 20% of its assets in American Depositary
Receipts (ADRs); however, Sirach Growth and Special Equity Portfolios may
only invest up to 20% of their assets in ADRs. ADRs are certificates
evidencing ownership of shares of a foreign issuer that are issued by
depository banks and generally trade on an established market in the United
States or elsewhere. Although they are alternatives to directly purchasing
the underlying foreign securities in their national markets and currencies,
ADRs continue to be

19
<PAGE>

subject to many of the risks associated with investing directly in foreign
securities.

Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Changes in tax and accounting standards and
difficulties obtaining information about foreign companies can negatively
affect investment decisions.

DERIVATIVES

Sirach Bond Portfolio may buy and sell futures and options. Derivatives are
often more volatile than other investments and may magnify a portfolio's
gains or losses. A portfolio may lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments
of the portfolio.

SHORT-TERM INVESTING

PORTFOLIO TURNOVER

20
<PAGE>

YEAR 2000
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Sirach Capital Management, Inc., located at 3323 One Union Square, Seattle,
Washington 98101, is the investment adviser to each of the portfolios. The
adviser manages and supervises the investment of each portfolio's assets on
a discretionary basis. The adviser, an affiliate of United Asset Management
Corporation, has provided investment management services to corporations,
pension and profit sharing plans, 401(k) and thrift plans, trusts, estates
and other institutions and individuals since 1970.

Set forth in the table below are the management fees the portfolios paid to
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the expenses of Sirach Bond Portfolio to 0.75% of its
average net assets. To maintain this expense limit, the adviser may waive a
portion of its management fee and/or reimburse certain expenses of the
portfolio. The adviser intends to continue its expense limitation until
further notice.

21
<PAGE>

<TABLE>
<CAPTION>
Sirach Growth Sirach Special Sirach Bond
Portfolio Equity Portfolio Portfolio
------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.65% 0.70% 0.00*
</TABLE>

* The advisor waived its entire management fee.

PORTFOLIO MANAGERS

Teams of investment professionals are primarily responsible for the day-to-
day management of the portfolios. Listed below are the investment
professionals that comprise those teams and a description of their business
experience during the past five years.

Manager Experience
---------------------------------------------------------------------------

Sirach Equity Management Team manages Sirach Growth Portfolio

Harvey G. Bateman Mr. Bateman joined the adviser in 1988 as a
Principal Principal/Portfolio Manager, where he has managed
equity accounts since 1989.

Sharon Rowley, CFA Ms. Rowley joined the adviser in 1998 as a
Principal/Portfolio Principal/Portfolio Manager. Before that she was a
Manager Principal at Seafirst Investment Counselors where
she managed equity, bond and balanced accounts for
high net worth individuals and institutional
clients.

Karin L. Gibony Ms. Gibony joined the adviser, Inc. in 1990. She
Principal/Portfolio has managed equity and balanced funds for Sirach
Manager Capital Management since 1991.

James P. Kieburtz Mr. Kieburtz joined the adviser in 1994. Before
Principal/Portfolio that, he was a Systems Engineer specializing in
Manager financial account applications at the accounting
firm of Hagen, Kurth & Perman.

Sirach Small Cap Equity Management Team manages Sirach Special Equity Portfolio

Harvey G. Bateman You may find Mr. Bateman's biography under Equity
Principal/Portfolio Management Team above.
Manager

22
<PAGE>

Manager Experience
---------------------------------------------------------------------------

Stefan W. Cobb Mr. Cobb joined the adviser in 1994 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he was
Manager a Vice President at the investment-banking firm of
Robertson, Stephens & Company where he was engaged
in institutional sales.

James P. Kieburtz You may find Mr. Kieburtz's biography under Equity
Principal/Portfolio Management Team above.
Manager

Sirach Fixed Income Management Team manages Sirach Bond Portfolio

Craig F. Hintze Mr. Hintze joined the adviser, Inc. in 1996 as a
Principal/Portfolio Principal/Portfolio Manager when Olympic Capital
Manager Management merged with Sirach Capital Management.
Before the merger, he was a Principal of Olympic
Capital Management where he had managed fixed-
income portfolios for institutional clients since
1982.

John F. Dagres Mr. Dagres joined the adviser in 1996 as a
Principal/Portfolio Principal/Portfolio Manager when Olympic Capital
Manager Management merged with Sirach Capital Management.
Before the merger, he was a Principal of Olympic
Capital Management where he had managed fixed
income portfolios for institutional clients since
1982.

Stephen J. Romano Mr. Romano joined the adviser in 1991 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he was a
Manager Senior Investment Officer at Seattle-First
National Bank where he managed equity and fixed
income portfolios for private banking clients.

Larry J. Katz Mr. Katz joined the adviser in 1996 as a
Principal/Portfolio Principal/Portfolio Manager. Before that, he was a
Manager Senior Analyst at Frank Russell Company from 1994
until 1996, an independent consultant during 1993
and a Senior Portfolio Manager at Puget Sound
Savings Bank from 1984 through 1992.

ADVISER'S HISTORICAL PERFORMANCE

The adviser manages separate accounts of equity securities that have the
same investment objectives as Sirach Growth Portfolio and separate accounts
of debt securities that have the same investment

23
<PAGE>

objectives as Sirach Bond Portfolios. The adviser manages these accounts
using techniques and strategies substantially similar, though not always
identical, to those used to manage the portfolios. Composites of the
performance of all of these separate accounts are listed below. The
performance data for the managed accounts reflects deductions for all fees
and expenses. Because separately managed accounts may have different fees
and expenses than the portfolios their investment returns may differ from
those of the portfolios. All fees and expenses of the separate accounts
were less than the operating expenses of the portfolio. If the performance
of the managed accounts were adjusted to reflect fees and expenses of the
portfolio, the composites' performance would have been lower.

The separately managed accounts are not subject to investment limitations,
diversification requirements, and other restrictions imposed by the
Investment Company Act of 1940 and the Internal Revenue Code. If they were,
their returns might have been lower. The performance of these separate
accounts is not intended to predict or suggest the performance of the
Sirach Growth Portfolio or Sirach Bond Portfolio.

<TABLE>
<CAPTION>
Sirach Capital
Management --
Equity Composite+ S&P 500 Index
- ----------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
- ----------------------------------------------------------------------
1989 35.50% 31.65%
- ----------------------------------------------------------------------
1990 -0.78% -3.14%
- ----------------------------------------------------------------------
1991 40.22% 30.45%
- ----------------------------------------------------------------------
1992 7.79% 7.66%
- ----------------------------------------------------------------------
1993 14.69% 10.05%
- ----------------------------------------------------------------------
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Sirach Capital
Management --
Equity Composite+ S&P 500 Index
- ----------------------------------------------------------------------
<S> <C> <C>
1994 -8.84% 1.27%
- ----------------------------------------------------------------------
1995 31.59% 37.53%
- ----------------------------------------------------------------------
1996 22.73% 22.99%
- ----------------------------------------------------------------------
1997 31.23% 33.33%
- ----------------------------------------------------------------------
1998 29.60% 28.59%
- ----------------------------------------------------------------------
Annualized Return For Various Periods
Ended 12/31/98 (annualized)
- ----------------------------------------------------------------------
1-year 29.60% 28.59%
- ----------------------------------------------------------------------
5-years 20.15% 24.05%
- ----------------------------------------------------------------------
10-years 19.29% 19.19%
- ----------------------------------------------------------------------
Cumulative Since Inception
(1/1/82) 483.54% 478.83%
</TABLE>

+ The adviser's average annual management fee over the periods shown was
0.50%. During the period shown the adviser's individual account fees
ranged from 0.40% to 0.50%. Net returns to investors vary depending on
the management fee.

25
<PAGE>

<TABLE>
<CAPTION>
Sirach Capital
Management -- Lehman Brothers
Fixed Income Aggregate Bond
Composite* Index
- -----------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
- -----------------------------------------------------------------------
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%
- -----------------------------------------------------------------------
1998 8.05% 8.69%
- -----------------------------------------------------------------------
Annualized Return For Various Periods Ended
12/31/98 (annualized)
- -----------------------------------------------------------------------
1-year 8.05% 8.69%
- -----------------------------------------------------------------------
5-years 7.71% 7.27%
- -----------------------------------------------------------------------
10-years 9.79% 9.26%
- -----------------------------------------------------------------------
Since inception (7/1/79) 11.30% 10.11%
- -----------------------------------------------------------------------
Cumulative Since Inception 706.27% 553.63%
(7/1/79)
</TABLE>

* The adviser's average annual management fee over the periods shown was
0.30%. During the period shown the adviser's individual account fees
ranged from 0.20% to 0.30%. Net returns to investors vary depending on
the management fee.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------
DISTRIBUTION PLANS

26
<PAGE>

The UAM Funds have adopted distribution plans and shareholder services
plans under Rule 12b-1 of the Investment Company Act of 1940 that permit
them to pay broker-dealers, financial institutions and other third parties
for marketing, distribution and shareholder services. The UAM Funds' 12b-1
plans allow the portfolios to pay up to 1.00% of their average daily net
assets annually for these services. However, the board of the UAM Funds has
currently authorized the portfolios to pay only 0.25% per year. The board
may increase the amounts the portfolios pay, up to the plan maximum, at any
time. Because Institutional Service Class Shares pay these fees out of
their assets on an ongoing basis, over time, your shares may cost more than
if you had paid another type of sales charge. 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.

SHAREHOLDER SERVICING

Anyone entitled to receive compensation for selling or servicing shares of
the UAM Funds may receive different compensation with respect to one
particular class of shares over another.

The adviser may pay its affiliated companies for referring investors to a
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to a portfolio.

UAM Fund Distributors, the adviser and certain of their other affiliates
also participate, as of the date of this prospectus, in an arrangement with
Salomon Smith Barney under which Salomon 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 Salomon
Smith Barney's eligible customer accounts without regard to any expense
limitation in addition to amounts payable to all selling dealers. The UAM
Funds also compensates Salomon Smith Barney for services it provides to
certain defined contribution plan shareholders that are not otherwise
provided by the UAM Funds' administrator.

27
<PAGE>

28
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The financial
highlights table comes from the financial statements of the portfolios and
reflects the financial results for a single portfolio Institutional Service
Class share. The total returns in the table represent the rate that an
investor would have earned on an investment in the portfolios (assuming
reinvestment of all dividends and distributions). PricewaterhouseCoopers LLP
has audited the financial statements of the portfolios. The financial
statements and the unqualified opinion of PricewaterhouseCoopers LLP are
included in the annual report of the portfolios, which is available upon
request.

SIRACH GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1997 1996+ 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Year or Period $ 15.43 $ 14.00 $ 12.80
- --------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income (0.02) 0.07 0.07
Net Gains or losses on Securities (Realized and
Unrealized) 1.48 3.56 1.19
- --------------------------------------------------------------------------------
Total From Investment Operations 1.46 3.63 1.26
- --------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) (0.02) (0.09) (0.06)
Distributions (From Capital Gains) (3.13) (2.11) --
- --------------------------------------------------------------------------------
Total Distributions (3.15) (2.20) (0.06)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $ 13.74 $ 15.43 $ 14.00
- --------------------------------------------------------------------------------
Total Return 11.22% 30.53% 9.87%#
- --------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Period (Thousands) $28,433 $25,528 $14,437
======= ======= =======
Ratio of Expenses to Average Net Assets 1.16% 1.15% 1.12%*
Ratio of Net Investment Income to Average Net
Assets (0.12)% 0.57% 0.72%*
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
Portfolio Turnover Rate 103% 138% 151%
</TABLE>

+ For the period March 22, 1996 (commencement of operations) to October 31,
1996.
* Annualized
# Not annualized

30
<PAGE>

SIRACH SPECIAL EQUITY PORTFOLIO
- ---------------------------------------------------------------------------

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 @
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Year $14.91 $17.97 $16.54
- ---------------------------------------------------------------------------
Income from Investment Operations (0.10) (0.11) (0.01)
Net Investment Income
Net Gains or losses on Securities
(Realized and Unrealized) (1.93) 0.97 1.44
- ---------------------------------------------------------------------------
Total From Investment Operations (2.03) 0.86 1.43
- ---------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment Income) -- -- --
Distributions (From Capital Gains) (2.86) (3.92) --
- ---------------------------------------------------------------------------
Total Distributions (2.86) (3.92) --
- ---------------------------------------------------------------------------
Net Asset Value, End of Year $10.02 $14.91 $17.97
- ---------------------------------------------------------------------------
Total Return (15.27)% 7.91% 8.65%#
- ---------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $1,957 $1,977 $1,007
Ratio of Expenses to Average Net Assets 1.17% 1.14% 1.12%*
Ratio of Net Investment Income to Average
Net Assets (0.86)% (0.78) (0.64)%*
Portfolio Turnover Rate 126% 114% 129%

<CAPTION>
SIRACH BOND PORTFOLIO
- ---------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998+
- ---------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Year $10.00
- ---------------------------------------------------------------------------
Income from Investment Operations
Dividends (From Net Investment Income) 0.55
Net Gains or Losses on Securities
(Realized and Unrealized) 0.28
- ---------------------------------------------------------------------------
Total From Investment (Loss) Operations 0.83
- ---------------------------------------------------------------------------
</TABLE>

31
<PAGE>

<TABLE>
<S> <C>
Less Distributions
Dividends (From Net Investment Income) (0.50)
- --------------------------------------------------------------------------------
Total Distributions (0.50)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $10.33
- --------------------------------------------------------------------------------
Total Return++ 8.42%#
- --------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $1,074
Ratio of Expenses to Average Net Assets 0.76%*
Ratio of Net Investment Income (Loss) to Average Net Assets 5.70%*
Portfolio Turnover Rate 168%
</TABLE>

@ For the period March 22, 1996 (Commencement of Operations) to October 31,
1996.
+ For the period November 7, 1997 (commencement of operations) to October 31,
1998.
++ Total return would have been lower had certain fees not been waived and
expenses assumed by adviser and its affiliates during the periods
indicated.
* Annualized

# Not annualized

32
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Sirach Growth Portfolio SGWSX 902555648 927
- -----------------------------------------------------------------------
Sirach Special Equity Portfolio N/A 902555580 929
- -----------------------------------------------------------------------
Sirach Bond Portfolio N/A 902555283 923
</TABLE>
<PAGE>

THE SIRACH PORTFOLIOS

For investors who want more information about the Sirach Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the Sirach Portfolios provide additional
information about their investments. In each annual report, you will also find
a discussion of the market conditions and investment strategies that
significantly affected the performance of the Sirach Portfolios during the
last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the Sirach Portfolios
and is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing to
or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolio and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by calling
the SEC at 1-800-SEC-0330. You can get copies of this information for free, on
the SEC's Internet site at www.sec.gov.

The portfolio's Investment Company Act of 1940 file number is 811-5683.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE STERLING PARTNERS' PORTFOLIOS

INSTITUTIONAL CLASS PROSPECTUS

Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
Sterling Partners' Balanced Portfolio

U A M

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO SUMMARY.................................................... 1

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?........................ 1
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?... 1
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?................... 2
HOW HAVE THE PORTFOLIOS PERFORMED?................................ 3
WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?................. 6

INVESTING WITH THE UAM FUNDS......................................... 8

BUYING SHARES..................................................... 8
REDEEMING SHARES.................................................. 10
EXCHANGING SHARES................................................. 10
TRANSACTION POLICIES.............................................. 10

ACCOUNT POLICIES..................................................... 13

SMALL ACCOUNTS.................................................... 13
DISTRIBUTIONS..................................................... 13
FEDERAL TAXES..................................................... 13

FUND DETAILS......................................................... 15

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS................. 15
OTHER INVESTMENT PRACTICES AND STRATEGIES......................... 18
YEAR 2000......................................................... 19
INVESTMENT MANAGEMENT............................................. 19
SHAREHOLDER SERVICING ARRANGEMENTS................................ 21

FINANCIAL HIGHLIGHTS................................................. 23

STERLING PARTNERS' EQUITY PORTFOLIO............................... 23
STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO...................... 25
STERLING PARTNERS' BALANCED PORTFOLIO............................. 25
</TABLE>

18
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the Sterling Partners'
Portfolios. The Sterling Partners' Portfolios cannot guarantee they will
meet their investment objectives. A portfolio may not change its investment
objective without shareholder approval.

STERLING PARTNERS' EQUITY PORTFOLIO

Sterling Partners' Equity Portfolio seeks 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

Sterling Partners' Small Cap Value Portfolio seeks 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.

STERLING PARTNERS' BALANCED PORTFOLIO

Sterling Partners' Balanced Portfolio seeks to provide maximum long-term
return consistent with reasonable risk to principal, by investing in a
balanced portfolio of common stocks and fixed-income securities.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies
of the Sterling Partners' Portfolios. For more information see "PRINCIPAL
INVESTMENTS AND RISKS OF THE PORTFOLIOS."

STERLING PARTNERS' EQUITY AND SMALL CAP VALUE PORTFOLIOS

The adviser selects individual equity securities for the portfolios using
an approach that is designed to identify equities priced at a discount from
the estimated value of their underlying businesses.

Sterling Partners' Equity and Small Cap Value Portfolios normally invest
primarily in common stocks. Sterling Partners' Equity Portfolio will focus
on companies with market capitalizations over $1 billion at the time of
purchase. Sterling Partners' Small Cap Value Portfolio will focus on
companies with market capitalizations of $1 billion or less. The adviser
intends to fully invest both portfolios and normally expects that cash
reserves
<PAGE>

will represent a relatively small portion of each portfolio's assets
(generally 10% or less).

STERLING PARTNERS' BALANCED PORTFOLIO

Sterling Partners' Balanced Portfolio typically invests approximately 60%
of its assets in equity securities and 40% in debt securities and cash.
While the portfolio may invest in companies of any size, it will invest the
majority of its equity assets in companies with market capitalizations over
$500 million. The adviser selects equity securities for the portfolios
using the same approach that it uses for Sterling Partners' Equity and
Small Cap Value Portfolios. The debt portion of the portfolio will
primarily consist of investment-grade debt securities. The adviser selects
debt securities for the portfolio using a three-step approach that
emphasizes quality and capital appreciation.

WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIOS?
- -------------------------------------------------------------------------------
The following is a summary of the principal risks associated with investing
in the portfolios. For more information see "PRINCIPAL INVESTMENTS AND
RISKS OF THE PORTFOLIOS."

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less
than the price you originally paid for it. You may lose money by investing
in any mutual fund because:

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

STERLING PARTNERS' EQUITY PORTFOLIO AND STERLING PARTNERS' SMALL CAP VALUE
PORTFOLIO

Since the portfolios invest mainly in equity securities, their principal
risks are those of investing in equity securities, which may include
sudden, unpredictable drops in value or long periods of decline in value.
Equity securities may lose value because of factors affecting the
securities markets generally, an entire industry or a particular company.

Sterling Partners' Equity and Small Cap Value Portfolios are value oriented
and may not perform as well as certain other types of equity mutual funds
during periods when value stocks are out of favor.
<PAGE>

Investors in the Sterling Partners' Small Cap Value Portfolio take on
additional risks that come with investing in stocks of smaller companies,
which can be riskier than investing in larger, more mature companies.
Smaller companies may be more vulnerable to adverse developments than
larger companies because they tend to have more narrow product lines and
more limited financial resources. Their stocks may trade less frequently
and in limited volume.

STERLING PARTNERS' BALANCED PORTFOLIO

To the extent that Sterling Partners' Balanced Portfolio invests in equity
securities, its Shareholders that invest in the portfolio take on the risks
that come with investing in equity securities discussed above.

To the extent the portfolio invests in debt securities, the value of its
investments could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities
to fall.

. A security's credit rating worsens or its issuer becomes unable to
honor its financial obligations.

Investors also run the risk that the portfolio will be more heavily
invested in one type of security when it would be better to invest in the
other type of security.

HOW HAVE THE PORTFOLIOS PERFORMED?
- -------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of the
portfolios has varied from year to year. The following bar charts show the
investment returns of each portfolio for each calendar year since its first
full calendar year. The table following each bar chart compares each
portfolio's average annual returns for the periods indicated to those of a
broad-based securities market index. Past performance does not guarantee
future results.

STERLING PARTNERS' EQUITY PORTFOLIO

[BAR GRAPH APPEARS HERE]

Highest quarter: 14.93% (4th quarter 1998).
Lowest quarter: -16.55% (3rd quarter 1998).
<PAGE>

* The portfolio began operations on 5/15/91. Index comparisons begin
on 4/30/91.

STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 22.55% (2nd quarter 1997).
Lowest quarter: -18.34% (3rd quarter 1998).

<TABLE>
<CAPTION>
Average annual return for periods ended Since
12/31/98 1 Year Inception*
--------------------------------------------------------------------------------
<S> <C> <C>
Sterling Partners' Small Cap Value Portfolio -2.86% 16.10%
--------------------------------------------------------------------------------
Russell 2000 Index -2.55% 9.20%
</TABLE>

* The portfolio began operations on 1/2/97. Index comparisons begin
on 12/31/97.

STERLING PARTNERS' BALANCED PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 9.59% (2nd quarter 1996).
Lowest quarter: -8.73% (3rd quarter 1998).
<PAGE>

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Sterling Partners' Balanced Portfolio 7.73% 12.28% 11.29%
--------------------------------------------------------------------------------
Lehman Government/Corporate Index 9.47% 7.30% 8.78%
--------------------------------------------------------------------------------
S&P 500 Index 28.60% 24.05% 19.56%
--------------------------------------------------------------------------------
Balanced Index+ 20.95% 17.35% 15.25%
</TABLE>

+ Balanced Index is a combined index of which 60% reflects S&P 500 Index
and 40% the Lehman Brothers Government/Corporate Bond Index.

* The portfolio began operations on3/15/91. Index comparisons begin on
2/28/91.
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- -------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

<TABLE>
<CAPTION>
Small Cap Value
---------------
Equity Portfolio Portfolio Balanced Portfolio
---------------- --------- ------------------
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.75% 1.00% 0.75%
-------------------------------------------------------------------------------
Other Expenses 0.38% 0.49% 0.36%
-------------------------------------------------------------------------------
Total Expenses 1.13%* 1.49%* 1.11%
</TABLE>

* Actual Fees and Expenses

The ratios stated in the table above are higher than the expenses you would
have actually paid as an investor in these portfolios. Due to certain
expense limits by the adviser and expense offsets, investors in these
portfolios actually paid the total operating expenses listed in the
table below during the fiscal year ended October 31, 1998. The adviser
may cancel its expense limitation at any time.

<TABLE>
<CAPTION>
Equity Portfolio Small Cap Value Portfolio
----------------------------------------------------------------------------
<S> <C> <C>
Actual Expenses 0.99% 1.25%
</TABLE>

EXAMPLE

This example can help you to compare the cost of investing in these
portfolios to the cost of investing in other mutual funds. The example
assumes you invest $10,000 in a portfolio for the periods shown and then
redeem all of your shares at the end of those periods and that you earned a
5% return on your investment each year. The example also assumes that you
paid the total expenses stated above (which do not reflect any expense
limitations) and that your expenses remained the same throughout the period
of your investment.
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Portfolio $115 $359 $622 $1,375
-------------------------------------------------------------------------------
Small Cap Value Portfolio $152 $471 $813 $1,779
-------------------------------------------------------------------------------
Balanced Portfolio $113 $353 $612 $1,352
</TABLE>
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------------
<S> <C> <C>
BY MAIL Send a check or money order Send a check and, if possible,
and your account application the "Invest by Mail" stub that
to the UAM Funds. Make checks accompanied your statement to
payable to "UAM Funds" (the the UAM Funds. Be sure your
UAM Funds will not accept check identifies clearly your
third-party checks). name, account number and the
portfolio into which you want to
invest.

---------------------------------------------------------------------------------
BY WIRE Call the UAM Funds for an Call the UAM Funds to get a
account number and wire wire control number and wire
control number and then your money to the UAM Funds.
send your completed account
application to the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------------
BY AUTOMATIC Not Available To set up a plan, mail a
INVESTMENT PLAN completed application to the
(VIA ACH) UAM Funds. To cancel or change
a plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel
or change it.
---------------------------------------------------------------------------------
MINIMUM $2,500-- regular account $100
INVESTMENTS $500 -- IRAs
$250 -- spousal IRAs
</TABLE>
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
<PAGE>

REDEEMING SHARES
- --------------------------------------------------------------------------------

By Mail Send a letter signed by all registered parties on the
account to UAM Funds specifying the portfolio, the account
number and the dollar amount or number of shares you wish to
redeem. Certain shareholders may have to include additional
documents.
---------------------------------------------------------------------------
By You must first establish the telephone
Telephone redemption privilege (and, if desired, the wire redemption
privilege) by completing the appropriate sections of the
account application.

EXCHANGING SHARES
- --------------------------------------------------------------------------------

At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, read the prospectus of the UAM Fund for
which you want to exchange, which you may obtain from the UAM Funds. You
may not exchange shares represented by certificates over the telephone.
You may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses).

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

Calculating Your Share Price

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM
Funds must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays.
<PAGE>

Buying or Selling Shares Through a Financial Intermediary

Calculating NAV

In-Kind Transactions

Payment of Redemption Proceeds

Signature Guarantee

Telephone Transactions

Rights Reserved by the UAM Funds

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
<PAGE>

- --------------------------------------------------------------------------------
Account Policies
- --------------------------------------------------------------------------------

SMALL ACCOUNTS
- --------------------------------------------------------------------------------

DISTRIBUTIONS
- --------------------------------------------------------------------------------

FEDERAL TAXES
- --------------------------------------------------------------------------------

Taxes on Distributions

Taxes on Exchanges and Redemptions

Backup Withholding

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.
<PAGE>

- --------------------------------------------------------------------------------
Fund Details
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principal investment strategies
the Sterling Partners' Portfolios may employ in seeking their objectives.
This discussion is in addition to the discussion set forth in the
"PORTFOLIO SUMMARY." For more information concerning these investment
practices and their associated risks, please read the "PORTFOLIO SUMMARY"
and the statement of additional information (SAI). You can also find
information on each portfolio's recent strategies and holdings in the
annual/semi-annual report. The portfolio may change these strategies
without shareholder approval.

Sterling Partners' Equity and Small Cap Value Portfolios

Sterling Partners' Equity Portfolio normally invests at least 65% of its
total assets in common stocks. The portfolio may invest in companies of any
size, but will focus on those with market capitalizations over $1 billion
at the time of purchase. Sterling Partners' Small Cap Value Portfolio
normally invests at least 65% of its total assets in equity securities of
companies with market capitalizations of $1 billion or less. The adviser
intends to fully invest both portfolios and normally expects that cash
reserves will represent a relatively small percentage of each portfolio's
assets (generally 10% or less).

Equity Selection Process

The adviser's stock selection process focuses on identifying securities
that are priced below the estimated value of the underlying business. The
adviser approaches each investment as a businessman would approach a
private transaction, which means that it examines all factors relevant to
the worth of an ongoing business using traditional fundamental securities
analysis. Such factors include balance sheet quality, sustainable earnings
power, industry stability, capital intensity, reinvestment opportunities,
and management talent. This "businessman's approach" is designed to produce
a high quality portfolio.

The adviser's sell discipline is as important as its buy discipline. For
every stock it buys, the adviser defines in writing the reasons for owning
it based on the fundamental factors noted above. The adviser reviews any
stock that underperforms its sector against a pre-written outline and sells
those that fail to demonstrate fundamental progress in keeping with the
original reasons for owning it.
<PAGE>

For Sterling Partners' Equity and Balanced Portfolios, another important
aspect of the adviser's approach is an emphasis on diversification across a
wide range of industries. The adviser divides the S&P 500 into industry
groupings, and uses the groupings as a comparison yardstick for the
portfolio. The adviser seeks a healthy representation within each sector
because it believes this may allow it to control volatility within an
acceptable range.

Equity Securities

Sterling Partners' Balanced Portfolio

Sterling Partners' Balanced Portfolio typically invests approximately 60%
of its assets in equity securities and 40% in debt securities and cash. The
debt portion of the portfolio will primarily consist of investment-grade
debt securities. The portfolio will invest at least 25% of its total assets
in senior debt securities, including debt securities and preferred
stocks.

While the portfolio may invest in equity securities of companies of any
size, the majority of the stocks it owns will have a market capitalization
over $500 million. The adviser selects individual equity securities for the
portfolio using the approach described above for Sterling Partners' Equity
and Small Cap Value Portfolios, which is designed to identify equities
priced at a discount from the estimated value of their underlying
businesses.

<PAGE>

The adviser believes debt securities are opportunities for capital
appreciation, sources of liquidity and a means to reduce overall portfolio
volatility. The management of the debt segment of the portfolio consists 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 debt
securities. Finally, it analyzes the spectrum of the yield curve to
identify the most desirable maturities at which to invest the portfolio.
The adviser's debt strategy emphasizes quality and capital
preservation.

Debt Securities

Duration measures price volatility by estimating the change in price of a
debt security for a 1% change in its yield. For example, a duration of five
means the price of a debt security will change about 5% for every 1% change
in its yield. Thus, the higher the duration, the more volatile the
security.

The value of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up the price of the bond will go
down, and vice versa). Interest rate changes may cause people to pay off
mortgage-backed and asset-backed securities earlier or later than expected,
which may shorten or lengthen the average maturity. Variations to average
maturity may cause the portfolio's share price and yield to fall.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------

As described below, the portfolios may invest in derivatives and foreign
securities and may deviate from its investment strategy from time to time.
In addition, the portfolios may employ investment practices that are not
described in this prospectus, such as repurchase agreements, when-issued
and forward commitment transactions, lending of securities, borrowing and
other techniques. For more information concerning the risks associated with
these investment practices, you should read the SAI.

Foreign Investments

Sterling Partners' Balanced, Equity and Small Cap Value Portfolios may
invest up to 20% of their assets in American Depositary Receipts (ADRs).
ADRs are certificates evidencing ownership of shares of a foreign issuer
that are issued by depository banks and generally trade on an established
market in the United States or elsewhere. Although they are alternatives to
directly purchasing the underlying foreign securities in their national
markets and currencies, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities.

Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Changes in tax and accounting standards and
difficulties obtaining information about foreign companies can negatively
affect investment decisions.

In January 1999, certain European nations will begin to use the new
European common currency, called the Euro. The nations that use the Euro
will have the same monetary policy regardless of their domestic economy,
which could have adverse effects on those economies. In addition, the
method by which the conversion to the Euro is implemented could negatively
affect the investments of a portfolio.

Derivatives

. Fails to predict correctly the direction in which the underlying asset
or economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments
of the portfolio.

Short-Term Investing

YEAR 2000
- --------------------------------------------------------------------------------

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

Investment Adviser

Sterling Capital Management Company, a North Carolina corporation located
at One First Union Center, 301 S. College Street, Suite 3200, Charlotte,
North Carolina 28202, is the investment adviser to each of the portfolios.
The adviser manages and supervises the investment of each portfolio's
assets on a
<PAGE>

discretionary basis. The adviser, an affiliate of United Asset Management
Corporation, has provided investment management services to corporations,
pension and profit sharing plans, trusts, estates and other institutions
and individuals since 1970.

Set forth in the table below are the management fees the portfolios paid to
the adviser during the fiscal year ended October 31, 1998, expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the expenses of the portfolios to the amounts listed in the
table, also expressed as a percentage of average net assets. To maintain
this expense limit, the adviser may waive a portion of its advisory fee
and/or reimburse certain expenses of the portfolios. The adviser intends to
continue its expense limitation until further notice.

<TABLE>
<CAPTION>
Sterling Partners'
Sterling Partners' Small Cap Value Sterling Partners'
Equity Portfolio Portfolio Balanced Portfolio
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.66% 0.77% 0.75%
-------------------------------------------------------------------------------
Expense Limit 0.99% 1.25% 1.11%
</TABLE>

Since 1982, the adviser has participated in the distribution of the North
Carolina Capital Management Trust, which consists of a bond fund and a
money market fund. North Carolina Capital Management Trust, is offered to
public units in North Carolina and is the first such fund to be registered
with the Securities and Exchange Commission.

Portfolio Managers

An investment policy committee is responsible for the day-to-day management
of the portfolios.

Adviser's Historical Performance

The adviser manages separate accounts of equity securities that have the
same investment objectives as Sterling Partners' Small Cap Value Portfolio.
The adviser manages these accounts using techniques and strategies
substantially similar, though not always identical, to those used to manage
the portfolios. Composites of the performance of all of these separate
accounts are listed below. The performance data for the managed accounts
reflects deductions for all fees and expenses. Because separately managed
accounts may have different fees and expenses than the portfolio, their
investment returns may differ from those of the portfolios. All fees and
expenses of the separate accounts were less than the operating expenses of
the portfolios. Had the performance of the managed accounts been adjusted
to reflect fees and expenses of the portfolios, the composites' performance
would have been lower.
<PAGE>

The separately managed accounts are not subject to investment limitations,
diversification requirements, and other restrictions imposed by the
Investment Company Act of 1940 and the Internal Revenue Code. If they were,
their returns might have been lower. The performance of these separate
accounts is not intended to predict or suggest the performance of the
Sterling Partners' Small Cap Value Portfolio.

<TABLE>
<CAPTION>
Sterling Capital
Management
Company -- Small
Cap Value Russell 2000
Composite* Index
-------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
1996 40.19% 16.49%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1997 42.13% 22.36%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1998 --2.24% --2.55%
-------------------------------------------------------------------------------
Annualized Return For Various Periods
Ended 12/31/98 (annualized)
1-year --2.24% --2.55%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Since inception (1/1/96) 24.88% 11.58%
-------------------------------------------------------------------------------

Cumulative Since Inception (1/1/96) 94.75% 38.90%
----------------------------------
</TABLE>

* The adviser's average annual management fee over the periods shown was
assumed to be 1.00% annually. Net returns to investors vary depending on
the management fee. Sterling Partners' Small Cap Value Portfolio is
charged a 1.00% advisory fee.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

Shareholder Servicing

available to a shareholder dealing directly with the UAM Funds. Each
service agent is responsible for transmitting to its clients a schedule of
any such fees and information regarding any additional or different
purchase or redemption conditions. You should consult your service agent
for information regarding these fees and conditions.

Financial Highlights

<TABLE>
<CAPTION>
STERLING PARTNERS' EQUITY PORTFOLIO
- -----------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Year $18.70 $15.72 $13.69 $12.54 $12.39
-------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.21 0.15 0.15 0.21 0.16
Net Gains or Losses on
Securities (Realized and
Unrealized) 0.60 4.55 3.01 1.73 0.27
-------------------------------------------------------------------------------
Total From Investment
Operations 0.81 4.70 3.16 1.94 0.43
-------------------------------------------------------------------------------
Less Distributions
Dividends (From Net
Investment Income) (0.19) (0.16) (0.16) (0.20) (0.15)
Distributions (From Capital
Gains) (2.52) (1.56) (0.97) (0.59) (0.13)
-------------------------------------------------------------------------------
Total Distributions (2.71) (1.72) (1.13) (0.79) (0.28)
-------------------------------------------------------------------------------
Net Asset Value, End of Year $16.80 $18.70 $15.72 $13.69 $12.54
===============================================================================
Total Return+ 4.34% 32.46% 24.76% 16.61% 3.50%
===============================================================================
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $51,149 $49,886 $32,943 $31,969 $23,352
Ratio of Expenses to Average
Net Assets 0.99% 0.99% 0.99% 1.00% 0.99%
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Net Investment
Income to Average Net Assets 1.13% 0.86% 1.01% 1.64% 1.34%
Portfolio Turnover Rate 51% 57% 78% 135% 73%
</TABLE>

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the
periods.
<PAGE>

<TABLE>
<CAPTION>
STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO
- -----------------------------------------------------------------------------------
<S> <C> <C>
Fiscal Year Ended October 31, 1998 1997#
--------------------------------------------------------------
Net Asset Value Beginning of Year $13.72 $10.00
--------------------------------------------------------------
Income from Investment Operations
Net Investment Income - 0.01
Net Gains or losses on Securities
(Realized and Unrealized) (1.35) 3.72
--------------------------------------------------------------
Total From Investment Operations (1.35) 3.73
--------------------------------------------------------------
Less Distributions
Dividends (From Net Investment
Income) - (0.01)
Distributions (From Capital Gains) (0.44) --
---------------------------------------------------------------
Total Distributions (0.44) (0.01)
---------------------------------------------------------------
Net Asset Value, End of Year $11.93 $13.72
===============================================================
Total Return+ (10.08)% 37.34%**
===============================================================
Ratios/Supplemental Data
Net Assets, End of Year (Thousands) $35,231 $19,888
Ratio of Expenses to Average Net
Assets 1.25% 1.25%
Ratio of Net Investment Income to
Average Net Assets 0.01% 0.06%*
Portfolio Turnover Rate 70% 50%*
</TABLE>

<TABLE>
<CAPTION>
Sterling Partners' Balanced Portfolio
- --------------------------------------------------------------------------------------
Fiscal year Ended October 31, 1998 1997 1996 1995 1994
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Year $13.91 $12.55 $11.86 $11.13 $11.51
---------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.33 0.32 0.34 0.46 0.32
Net Gains or losses on
Securities (Realized and
Unrealized) 0.52 2.32 1.38 1.04 (0.25)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Total From Investment Operations 0.85 2.64 1.72 1.50 0.07
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Less Distributions
Dividends (From Net Investment
Income) (0.34) (0.31) (0.36) (0.45) (0.32)
Distributions (From Capital
Gains) (1.61) (0.97) (0.67) (0.32) (0.13)
---------------------------------------------------------------------------------
Total Distributions (1.95) (1.28) (1.03) (0.77) (0.45)
---------------------------------------------------------------------------------
Net Asset Value, End of Year $12.81 $13.91 $12.55 $11.86 $11.13
=================================================================================
Total Return 6.58% 22.58% 15.52% 14.23% 0.66%
=================================================================================
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $78,544 $78,283 $58,691 $64,933 $64,673
Ratio of Expenses to Average Net
Assets 1.11% 1.07% 1.03% 0.96% 1.01%
Ratio of Net Investment Income
to Average Net Assets 2.46% 2.47% 2.77% 3.96% 3.05%
Portfolio Turnover Rate 82% 133%@ 84% 130% 70%
</TABLE>

# For the period January 2, 1997 (commencement of operations) to October
31, 1997

+ Total return would have been lower had certain fees not been waived and
expenses assumed by the adviser and its affiliates during the
periods.

@ The turnover rate is higher than normally anticipated due to increased
shareholder activity within the portfolio.

* Annualized.

** Not annualized.
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get
additional information.

<TABLE>
<CAPTION>
Trading CUSIP Number Portfolio
Symbol Number
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Sterling Partners' Equity Portfolio STEQX 902555549 933
-------------------------------------------------------------------------------
Sterling Partners' Small Cap Value
Portfolio SPSCX 902555432 934
-------------------------------------------------------------------------------
Sterling Partners' Balanced Portfolio SPBPX 902555564 932
</TABLE>
<PAGE>

The Sterling Partners' Portfolios

For investors who want more information about the Sterling Partners'
Portfolios, the following documents are available upon request.

Annual/Semi-Annual Reports
The annual and semi-annual reports of the Sterling Partners' Portfolios
provide additional information about their investments. In each annual
report, you will also find a discussion of the market conditions and
investment strategies that significantly affected the performance of the
Sterling Partners' Portfolios during the last fiscal year.

Statement of Additional Information
The SAI contains additional detailed information about the Sterling
Partners' Portfolios and is incorporated by reference into (legally part
of) this prospectus.

How to Get More Information
Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing
to or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-5683.
<PAGE>

UAM Funds

Funds for the Informed Investor(SM)

THE TS&W PORTFOLIOS

Institutional Class Prospectus

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

UAM

The Securities and Exchange Commission (SEC) has not approved or
disapproved these securities or passed upon the adequacy of this prospectus.
Any Representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO SUMMARY.......................................................... 1

INVESTING WITH THE UAM FUNDS............................................... 9

Buying Shares............................................................. 9
Redeeming Shares.......................................................... 11
Exchanging Shares......................................................... 11
Transaction Policies...................................................... 11

ACCOUNT POLICIES........................................................... 15

Small Accounts............................................................ 15
Distributions............................................................. 15
Federal Taxes............................................................. 15

FUND DETAILS............................................................... 17

Principal Investments and Risks of the Portfolios......................... 17
Other Investment Practices and Strategies................................. 23
Year 2000................................................................. 23
Investment Management..................................................... 24
Shareholder Servicing Arrangements........................................ 26

FINANCIAL HIGHLIGHTS....................................................... 28

TS&W Equity Portfolio..................................................... 28
TS&W International Equity Portfolio....................................... 30
TS&W Fixed Income Portfolio............................................... 30
</TABLE>
<PAGE>

PORTFOLIO SUMMARY

WHAT ARE THE OBJECTIVES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
Listed below are the investment objectives of the TS&W Portfolios. The TS&W
Portfolios cannot guarantee they will meet their investment objectives. A
portfolio may not change its investment objective without shareholder
approval.

TS&W EQUITY PORTFOLIO

TS&W Equity Portfolio seeks maximum long-term total return consistent with
reasonable risk to principal, by investing in a diversified portfolio of
common stocks of relatively large companies.

TS&W INTERNATIONAL EQUITY PORTFOLIO

TS&W International Equity Portfolio seeks maximum long-term total return
consistent with reasonable risk to principal, by investing in a diversified
portfolio of common stocks of primarily non-United States (U.S.) issuers on a
world-wide basis.

TS&W FIXED INCOME PORTFOLIO

TS&W Fixed Income Portfolio seeks maximum long-term total return consistent
with reasonable risk to principal, by investing primarily in investment grade
debt securities of varying maturities.

TS&W BALANCED PORTFOLIO

TS&W Balanced Portfolio seeks maximum long-term total return consistent with
reasonable risk to principal, by investing in a diversified portfolio of
common stocks of established companies and investment grade debt securities.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------
The following is a brief description of the principal investment strategies of
the TS&W Portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIOS."

TS&W EQUITY PORTFOLIO

Normally, TS&W Equity Portfolio invests at least 65% of its assets in a
diversified portfolio of common stocks of companies that are among the largest
companies in terms of revenues, assets and market capitalization. The adviser
intends to invest in companies with above-average financial characteristics in
terms of balance sheet strength and profitability levels and, which, the
adviser believes are undervalued at the time of purchase. The portfolio
expects capital return to be the predominant component of its total return.

1
<PAGE>

TS&W INTERNATIONAL EQUITY PORTFOLIO

Under normal circumstances, TS&W International Equity 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 adviser will
emphasize established companies in individual foreign markets and will attempt
to stress companies and markets that it believes are undervalued. The
portfolio expects capital growth to be the predominant component of its total
return.

TS&W FIXED INCOME PORTFOLIO

TS&W Fixed Income Portfolio normally invests at least 65% of its total assets
in a diversified mix of investment-grade debt securities. The adviser will
adjust the maturity and/or duration of the portfolio based on its assessment
of current economic conditions and trends and monetary and fiscal policies.
Over the complete economic cycle, the adviser expects the weighted maturity of
the portfolio to range from six to twelve years and its duration to range from
four to six years. The total return of the portfolio will vary according to,
among other factors, interest rate changes and the average maturity and/or
duration of the portfolio.

. In selecting securities for the portfolio, the adviser tries to:

. Emphasize relative values within selected maturity ranges.

. Take advantage of differing interest rate spreads among various credit
qualities, issue types and coupons (stated rate of interest).

. Emphasize the liquidity of individual securities and diversification within
the portfolio.

TS&W BALANCED PORTFOLIO

The adviser manages TS&W Balanced Portfolio to take advantage of its equity
and debt strategies. The portfolio typically invests 55% of its assets in
common stocks, 35% in debt securities and 10% in cash equivalents. The total
return of the portfolio will consist of both income and capital growth,
although, the relative proportions of these components will vary according to
its underlying investments.

RISKS COMMON TO ALL MUTUAL FUNDS

At any time, your investment in a mutual fund may be worth more or less than
the price you originally paid for it. You may lose money by investing in any
mutual fund because:

2
<PAGE>

. The value of the securities it owns changes, sometimes rapidly and
unpredictably.

. The mutual fund is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
mutual fund.

TS&W EQUITY AND INTERNATIONAL PORTFOLIOS

TS&W INTERNATIONAL EQUITY PORTFOLIO

Foreign securities, especially those of companies in emerging markets, can be
riskier and more volatile than domestic securities. Adverse political and
economic developments or changes in the value of foreign currency can make it
harder for a portfolio to sell its securities and could reduce the value of
your shares. Differences in tax and accounting standards and difficulties in
obtaining information about foreign companies can negatively affect investment
decisions.

TS&W FIXED INCOME PORTFOLIO

Since the portfolio invests in debt securities, the value of its investments
could fall because:

. Of market conditions and economic and political events.

. Interest rates rise, which tends to cause the value of debt securities to
fall.

. A security's credit rating worsens or its issuer becomes unable to honor
its financial obligations.

TS&W BALANCED PORTFOLIO

To the extent TS&W Balanced Portfolio invests in equity and debt securities,
its shareholders will take on the risks that come with investing in both those
types of securities. Investors also run the risk that the portfolio will be
more heavily invested in one type of security when it would be better to
invest in the other type of security.

HOW HAVE THE PORTFOLIOS PERFORMED?
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate how the performance of each
portfolio, except for TS&W Balanced Portfolio, has varied from year to year.
The following bar charts show the investment returns of each portfolio for
each calendar year since its first full calendar year. The

3
<PAGE>

table following each bar chart compares each portfolio's average annual
returns for the periods indicated to those of a broad-based securities market
index. Past performance does not guarantee future results. TS&W Balanced
Portfolio is not currently operational and, therefore, has no performance
information.

TS&W EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 14.43% (2nd quarter 1997).
Lowest quarter: -10.00% (3rd quarter 1998).

<TABLE>
<CAPTION>
Since
Average annual return for periods ended 12/31/98 1 Year 5 Years Inception*
-----------------------------------------------------------------------------------
<S> <C> <C> <C>

TS&W Equity Portfolio 7.24% 15.53% 14.05%
------------------------------------------------------------------------------------
S&P 500 Index 28.60% 24.05% 20.81%
</TABLE>

* The portfolio began operations on 12/18/92. Index comparisons begin on
12/31/92.

TS&W INTERNATIONAL EQUITY PORTFOLIO

[BAR CHART APPEARS HERE]

4
<PAGE>

[BAR CHART APPEARS HERE]

Highest quarter: 14.81% (1st quarter 1998).
Lowest quarter: -18.05% (3rd quarter 1998).

* The portfolio began operations on 7/17/92. Index comparisons begin on
7/31/92.

TS&W FIXED INCOME PORTFOLIO

[BAR CHART APPEARS HERE]

Highest quarter: 5.91% (2nd quarter 1995).

5
<PAGE>

Lowest quarter: -3.29% (1st quarter 1994).

* The portfolio began operations on 7/17/92. Index comparisons begin on
7/31/92.

6
<PAGE>

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE ASSETS OF A
PORTFOLIO)

This table describes the fees and expenses that you may pay if you buy and
hold shares of a portfolio.

<TABLE>
<CAPTION>
TS&W TS&W Int'l TS&W Fixed TS&W
Equity Equity Income Balanced
Portfolio Portfolio Portfolio Portfolio*
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (Fees Paid Directly From Your Account)
Redemption Fee (as a percentage of amount redeemed) -- 1.00%+ -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses That Are Deducted From the Assets of a
Portfolio)
Management Fees 0.75% 1.00% 0.45% 0.65%
- ----------------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.24% 0.32% 0.26% 0.68%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Expenses 0.99% 1.32% 0.71% 1.32%
</TABLE>

* Since the portfolio is new, it has estimated its expenses for its fiscal
year ending October 31, 1999. For purposes of estimating its expenses, the
portfolio assumed its average daily assets would be $25 million.

+ Shareholders who redeem shares they have held for less than ninety days
will pay a 1.00% redemption fee.

EXAMPLE

This example can help you to compare the cost of investing in these portfolios
to the cost of investing in other mutual funds. The example assumes you invest
$10,000 in a portfolio for the periods shown and then redeem all of your
shares at the end of those periods. The example also assumes that you earned
a 5% return on your investment each year and that you paid the total expenses
stated above throughout the period of your investment.

7
<PAGE>

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------
TS&W Equity Portfolio $101 $315 $547 $1,213
---------------------------------------------------------------------------------
TS&W International Equity Portfolio $134 $418 $723 $1,590
---------------------------------------------------------------------------------
TS&W Fixed Income Portfolio $ 73 $227 $395 $ 883
---------------------------------------------------------------------------------
TS&W Balanced Portfolio $133 $415 -- --
</TABLE>

8
<PAGE>

INVESTING WITH THE UAM FUNDS

BUYING SHARES
- --------------------------------------------------------------------------------

TO OPEN AN ACCOUNT TO BUY MORE SHARES
---------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if possible,
order and your account the "Invest by Mail" stub that
application to the UAM accompanied your statement to
Funds. Make checks the UAM Funds. Be sure your
payable to "UAM Funds" check identifies clearly your
(the UAM Funds will not name, account number and the
accept third-party portfolio into which you want to
checks). invest.
---------------------------------------------------------------------------
By Wire Call the UAM Funds for Call the UAM Funds to get a wire
an account number and control number and wire your
wire control number and money to the UAM Funds.
then send your completed
account application to
the UAM Funds.

Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: portfolio name/account number/
account name/wire control number
---------------------------------------------------------------------------
By Automatic Not Available To set up a plan, mail a
Investment completed application to the UAM
Plan (Via ACH) Funds. To cancel or change a
plan, write to the UAM Funds.
Allow up to 15 days to create
the plan and 3 days to cancel or
change it.

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

Minimum $2,500 -- regular accounts $100
Investments $500 -- IRAs
$250 -- spousal IRAs

9
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

10
<PAGE>

EXCHANGING SHARES
- --------------------------------------------------------------------------------

TRANSACTION POLICIES
- --------------------------------------------------------------------------------

CALCULATING YOUR SHARE PRICE

You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives your order. The
portfolios calculate their NAVs as of the close of trading on the New York
Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each day the
NYSE is open. Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order by the close of trading on the NYSE that day.
Otherwise, you will receive the NAV that is calculated on the close of
trading on the following day. The UAM Funds are open for business on the
same days as the NYSE, which is closed on weekends and certain holidays .

Securities that are traded on foreign exchanges may trade on days when a
portfolio does not price its shares. Consequently, the value of the
portfolios

11
<PAGE>

may change on days when you are unable to purchase or redeem shares of the
portfolios.

Buying or Selling Shares through a Financial Intermediary

CALCULATING NAV

IN-KIND TRANSACTIONS

PAYMENT OF REDEMPTION PROCEEDS

12
<PAGE>

SIGNATURE GUARANTEE

TELEPHONE TRANSACTIONS

RIGHTS RESERVED BY THE UAM FUNDS

Purchases

At any time and without notice, the UAM Funds may:

. Stop offering shares of a portfolio.

. Reject any purchase order.

Redemptions

The UAM Funds may suspend your right to redeem if:

. An emergency exists and a portfolio cannot dispose of its investments
or fairly determine their value.

. Trading on the NYSE is restricted.

. The SEC tells the UAM Funds to delay redemptions.

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail.

Exchanges

The UAM Funds may:

. Modify or cancel the exchange program at any time on 60 days' written
notice to shareholders.

. Reject any request for an exchange.

13
<PAGE>

. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.

14
<PAGE>

ACCOUNT POLICIES

DISTRIBUTIONS
- --------------------------------------------------------------------------------
Normally, TS&W Equity and Balanced Portfolios distribute their net
investment income quarterly. TS&W International Equity Portfolio
distributes its net investment income annually. TS&W Fixed Income declares
its net investment income daily and distributes monthly. In addition, the
portfolios distribute any net capital gains once a year. The UAM Funds will
automatically reinvest dividends and distributions in additional shares of
the portfolio, unless you elect on your account application to receive them
in cash.

TAXES ON DISTRIBUTIONS

TAXES ON EXCHANGES AND REDEMPTIONS

When you redeem or exchange shares in any portfolio, you may recognize a
gain or loss for income tax purposes. This gain or loss will be based on
the

15
<PAGE>

BACKUP WITHHOLDING

By law, the UAM Funds must withhold 31% of your distributions and proceeds
if you have not provided complete, correct taxpayer information.

16
<PAGE>

FUND DETAILS

PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

The following is a brief description of the principasl investment
strategies the TS&W Portfolios may employ in seeking their objectives. This
discussion is in addition to the discussion set forth in the "PORTFOLIO
SUMMARY." For more information concerning these investment practices and
their associated risks, please read the "PORTFOLIO SUMMARY" and the
statement of additional information (SAI). You can find information on each
portfolio's recent strategies and holdings in the annual/semi-annual
report. The portfolio may change these strategies without shareholder
approval.

TS&W EQUITY PORTFOLIO

Normally, TS&W Equity Portfolio invests at least 65% of its assets 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 portfolio will draw
its holdings from primarily larger, more seasoned or established companies,
it may also invest in companies of varying size as measured by assets,
sales or capitalization. The portfolio will emphasize common stocks, but
may also invest in other types of equity securities.

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 companies that possess above-average financial
characteristics in terms of balance sheet strength and profitability
measures and yet have a ratio of price-to-earnings, price-to-yield or
price-to-book value that is currently below the long-term average for that
company.

The adviser's stock selection process combines an economic top-down
approach with valuation and fundamental analysis. The adviser looks for
areas of the economy that will have above-average earnings growth and
stability over the next one to four years by analyzing the economy and
historical corporate earnings trends. Through valuation analysis, the
adviser seeks undervalued sectors, industries and companies in the market.
In conducting its assessment, the adviser uses tools and measures such as a
dividend discount model, relative value screens, price/earnings ratios,
price to book ratios and dividend yields. Fundamental analysis is performed
on industries and companies to verify their potential attractiveness for
investment. The adviser invests in stocks of companies that it expects will
benefit from economic trends and that are attractively valued relative to
their fundamentals and other companies in the market.

17
<PAGE>

The adviser sells securities are sold when economic, valuation, and
fundamental criteria are no longer met, when more attractive alternatives
are found, or when reduced risk returns from cash equivalents appear to be
more attractive.

TS&W Equity Portfolio also may invest up to 20% of its assets in American
Depositary Receipts (ADRs). ADRs are certificates evidencing ownership of
shares of a foreign issuer that are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
Although they are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies, ADRs continue
to be subject to many of the risks associated with investing directly in
foreign securities discussed below under TS&W International Equity
Portfolio.

Equity Securities

TS&W INTERNATIONAL EQUITY PORTFOLIO

TS&W International Equity Portfolio invests primarily in a diversified
portfolio of common stocks of non-United States issuers on a worldwide
basis. Generally, the portfolio will invest in equity securities of
established companies listed on U.S. or foreign securities exchanges, but
it may also invest in securities traded over-the-counter. Although the
portfolio will emphasize larger, more seasoned or established companies, it
may invest in companies of varying size as measured by assets, sales or
capitalization. The portfolio will invest primarily in securities of
companies domiciled in developed countries, but may also invest in
developing countries. The portfolio will normally invest at least 65% of
its assets in equity securities of foreign companies representing at least
three countries other than the United States and currently intends to
invest in at least 15 countries other than the United States.

The portfolio seeks to invest in companies the adviser believes will
benefit from global trends, promising business or product developments. The
adviser also looks for specific country opportunities resulting from
changing economic, social and political trends. In selecting securities,
the adviser stresses economic analysis, fundamental security analysis and
valuation analysis. It is expected

18
<PAGE>

that investments will be diversified throughout the world and within markets
to minimize specific country and currency risks.

The adviser sells securities when:

. They no longer meet economic, valuation and fundamental criteria.

. It finds more attractive alternatives.

. When cash equivalents appear to offer more attractive alternatives.

The portfolio also may invest in the types of investment-grade debt securities
described under TS&W Fixed Income Portfolio when the adviser believes the
potential for total return from debt securities will equal or exceed that
available from investments in equity securities.

Risks of Investing in Foreign Securities

Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations may involve significant risks in addition
to the risks inherent in U.S. investments.

Local political, economic, regulatory or social instability, military action
or unrest, or adverse diplomatic developments may affect the value of foreign
investments. A foreign government may act adversely to the interests of U.S.
investors. Such actions may include expropriation or nationalization of
assets, confiscatory taxation and other restrictions on U.S. investment.

The securities of foreign companies are often denominated in foreign
currencies. Since the portfolio's net asset value is denominated in U.S.
dollars, changes in foreign currency rates and in exchange control regulations
may positively or negatively affect the value of its securities. In January
1999, certain European nations began to use the new European common currency,
called the Euro. The nations that use the Euro will have the same monetary
policy regardless of their domestic economy, which could have adverse effects
on those economies. In addition, the method by which the conversion to the
Euro is implemented could negatively affect the investments of a
portfolio.

Foreign stock markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S. and securities of some foreign
issuers may be less liquid and more volatile than securities of comparable
U.S. issuers. In addition, the costs associated with foreign investments,
including withholding taxes, brokerage commissions and custodial costs, are
generally higher than with U.S. investments.

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting and auditing standards than the
U.S. This could make corporate financial information more difficult to obtain
or understand and less reliable than information about U.S. companies.

19
<PAGE>

with emerging markets may have relatively unstable governments, may present
the risks of nationalization of businesses, restrictions on foreign ownership
and prohibitions on the repatriation of assets. They also may protect
property rights less than more developed countries. The economies of countries
with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions and may suffer from
extreme and volatile debt burdens or inflation rates. Local securities markets
may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt
liquidation of holdings difficult or impossible at times.

TS&W FIXED INCOME PORTFOLIO

Normally, TS&W Fixed Income Portfolio invests at least 65% of its assets in a
diversified mix of investment-grade debt securities. Although the portfolio
currently intends to limit its investments to investment-grade, it may invest
up to 20% of its total assets in debt securities rated below investment-grade
(junk bonds, preferred stocks and convertible securities, which have debt
characteristics. The portfolio may also invest up to 20% if its assets in
foreign securities, which are described under TS&W International
Portfolio.

The adviser expects to manage the portfolio actively to meet its 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 adviser will structure the portfolio based
largely on its 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.

. Global conditions.

20
<PAGE>

Once the adviser has carefully analyzed these factors, it will formulate an
outlook for the direction of interest rates and will adjust the maturity
and/or duration of the portfolio accordingly. Over the complete economic
cycle, the weighted maturity of the portfolio is expected to range from six to
twelve years and its duration will range from four to six years.

In addition, the adviser tries to emphasize:

. Relative values and interest rate spreads within selected maturity ranges,
credit qualities and coupons.

. The marketability of individual issues and diversification within the
portfolio.

Debt Securities

A debt security is an interest bearing security that corporations and
governments use to borrow money from investors. The issuer of a debt security
promises to pay interest at a stated rate, which may be variable or fixed, and
to repay the amount borrowed at maturity (dates when debt securities are due
and payable). Debt securities include securities issued by the corporations
and the U.S. government and its agencies, mortgage-backed and asset-backed
securities (securities that are backed by pools of loans or mortgages
assembled for sale to investors), commercial paper and certificates of
deposit.

The concept of duration is useful in assessing the sensitivity of an income
fund to interest rate movements, which are the main source of risk for almost
all income funds. Duration measures price volatility by estimating the change
in price of a debt security for a 1% change in its yield. For example, a
duration of five means the price of a debt security will change about 5% for
every 1% change in its yield. Thus, the higher the duration, the more
volatile the security.

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up the price of the bond will go
down, and vice versa). Some types of debt securities are more affected by
changes in interest rates than others. For example, changes in rates may
cause people to pay off or refinance the loans underlying mortgage-backed and
asset-backed securities earlier or later than expected, which would shorten or
lengthen the maturity of the security. This behavior can negatively affect
the performance of a portfolio by shortening or lengthening its average
maturity and, thus, reducing its effective duration. The unexpected timing of
mortgage backed and asset-backed prepayments caused by changes in interest
rates may also cause the portfolio to reinvest its assets at lower rates,
reducing the yield of the portfolio.

21
<PAGE>

timely manner. To compensate investors for assuming more risk, issuers with
lower credit ratings usually offer their investors higher "risk premium" in
the form of higher interest rates than they would find with a safer security,
such as a U.S. Treasury security. However, since the interest rate is fixed on
a debt security at the time it is purchased, investors reflect changes in
confidence regarding the certainty of interest and principal by adjusting the
price they are willing to pay for the security. This will affect the yield-to-
maturity of the security. If an issuer defaults or becomes unable to honor its
financial obligations, the bond may lose some or all of its value.

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.

Debt securities rated below investment-grade (junk bonds) are highly
speculative securities that are usually issued by smaller, less credit worthy
and/or highly leveraged (indebted) companies. A corporation may issue a junk
bond because of a corporate restructuring or other similar event. Compared
with investment-grade bonds, junk bonds carry a greater degree of risk and are
less likely to make payments of interest and principal. Market developments
and the financial and business condition of the corporation issuing these
securities influences their price and liquidity more than changes in interest
rates, when compared to investment-grade debt securities. Insufficient
liquidity in the junk bond market may make it more difficult to dispose of
junk bonds and may cause a portfolio to experience sudden and substantial
price declines. A lack of reliable, objective data or market quotations may
make it more difficult to value junk bonds accurately.

TS&W BALANCED PORTFOLIO

TS&W Balanced Portfolio is designed to provide a single vehicle with which to
participate in the adviser's equity and debt strategies combined with the
adviser's asset allocation decisions. The portfolio may invest in a
combination of equity and debt securities and other short-term cash
equivalents. Normally, the portfolio will invest 25% to 40% of its assets in
debt securities and 40% to 70% of its assets in equity securities. While, the
adviser may vary the composition of the portfolio within those ranges, it will
typically invest approximately 55% of the assets of the portfolio in equity
securities, 35% in debt securities and 10% in cash equivalents. The portfolio
may hold cash equivalent investments when deemed appropriate by the adviser.
The portfolio will invest at least 25% of its assets in senior debt
securities, including preferred stock.

The adviser will select equity and debt securities using approaches identical
to those set forth above for TS&W Equity Portfolio and TS&W Fixed Income
Portfolio, respectively. In addition to, or as an alternative to, investing
in

22
<PAGE>

shares of foreign based companies, the portfolio may invest up to 15% of its
the total assets in TS&W International Equity Portfolio.

OTHER INVESTMENT PRACTICES AND STRATEGIES
- --------------------------------------------------------------------------------
As described below, the portfolios may invest in derivatives and may deviate
from their investment strategies from time to time. In addition, they may
employ investment practices that are not described in this prospectus, such as
repurchase agreements, when-issued and forward commitment transactions,
lending of securities, borrowing and other techniques. For more information
concerning the risks associated with these investment practices, you should
read the SAI.

DERIVATIVES

TS&W International Equity Portfolio may by and sell derivatives, including
futures and options. Derivatives are often more volatile than other
investments and may magnify a portfolio's gains or losses. A portfolio may
lose money if the adviser:

. Fails to predict correctly the direction in which the underlying asset or
economic factor will move.

. Judges market conditions incorrectly.

. Employs a strategy that does not correlate well with the investments of the
portfolio.

SHORT-TERM INVESTING

At times, the adviser may decide to suspend the normal investment activities
of a portfolio by investing up to 100% of its assets in a variety of
securities, such as U.S. government and other high quality and short-term debt
obligations. The adviser may temporarily adopt a defensive position to reduce
changes in the value of a portfolio's shares that may result from adverse
market, economic, political or other developments.

When the adviser pursues a defensive strategy, a portfolio may not profit from
favorable developments that it would have otherwise profited from if it were
pursuing its normal strategies. Likewise, these strategies may prevent a
portfolio from achieving its stated objectives.

YEAR 2000
- --------------------------------------------------------------------------------
Many computer programs in use today cannot distinguish the year 2000 from the
year 1900 because of the way they encode and calculate dates. Consequently,
these programs may not be able to perform necessary functions and could
disrupt the operations of the UAM Funds or financial markets in general. The
year 2000 issue affects all companies and organizations,

23
<PAGE>

including those that provide services to the UAM Funds and those in which the
UAM Funds invest.

The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. They are actively
working on necessary changes to their own computer systems to prepare for the
year 2000 and expect that their systems will be adapted before that date.
They are also requesting information on each service provider's state of
readiness and contingency plan. However, at this time the degree to which the
year 2000 issue will affect the UAM Funds' investments or operations cannot be
predicted. Any negative consequences could adversely affect your investment in
the UAM Funds.

INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Thompson, Siegel & Walmsley, Inc., a Virginia corporation located at 5000
Monument Avenue, Richmond, Virginia 23230, is the investment adviser to each
of the portfolios. The adviser manages and supervises the investment of each
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, pension and profit-sharing plans, 401(k) and thrift
plans, trusts, estates and other institutions and individuals since 1970.

Set forth in the table below are the management fees each portfolio, other
than TS&W Balanced Portfolio, paid to the adviser during the fiscal year ended
October 31, 1998, expressed as a percentage of average net assets. Pursuant
to its Investment Advisory Agreement, TS&W Balanced Portfolio pays the adviser
0.65% of its average net assets.

<TABLE>
<CAPTION>
TS&W Equity TS&W Int'l Equity TSW Fixed Income
Portfolio Portfolio Portfolio
------------------------------------------------------------------------------
<S> <C> <C>
0.75% 1.00% 0.45%
------------------------------------------------------------------------------
</TABLE>

PORTFOLIO MANAGERS

TS&W Balanced, Equity and Fixed Income Portfolios

Investment committees are primarily responsible for the day-to-day management
of TS&W Balanced, Equity and Fixed Income Portfolios.

24
<PAGE>

Listed below are the investment professionals of the adviser that comprise
those committees and a description of their business experience during the
past five years.

<TABLE>
<CAPTION>
Name & Title Experience
------------------------------------------------------------------------------
<S> <C>
John T. Siegel, CFA Princeton University, B.A., 1961; United
Managing Director States 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 Washington & Lee University, B.S.
Managing Director Commerce, 1964; University of Virginia
Graduate School of Business
Administration, M.B.A., 1966; Chartered
Financial Analyst; Chartered Investment
Counsel; Co-founder of Thompson, Siegel
& Walmsley, Inc. in 1969.
------------------------------------------------------------------------------
Horace P. Whitworth, II, CFA, CPA University of Virginia, B.S. Commerce,
Vice President 1978; Chartered Financial Analyst;
Chartered Investment Counsel; Thompson,
Siegel & Walmsley, Inc., 1986 --
Present.
------------------------------------------------------------------------------
Paul A. Ferwerda, CFA Auburn University, B.S. Finance, 1979;
Vice President Duke University, Fuqua School of
Business, M.B.A., 1982; Chartered
Financial Analyst; Chartered Investment
Counsel; Thompson, Siegel & Walmsley,
Inc., 1987 -- Present.
------------------------------------------------------------------------------
Charles A. Gomer, III University of North Carolina, Chapel
Vice President Hill, A.B., 1971; University of
Richmond, M.S., 1978; Thompson, Siegel &
Walmsley, Inc. 1991 -- Present.
------------------------------------------------------------------------------
G.D. Rothenberg, CFA University of Virginia, B.A., 1975; UCLA
Vice President Graduate School of Management, M.B.A.,
1979; Chartered Financial Analyst;
Chartered Investment Counsel; Thompson,
Siegel & Walmsley, Inc., 1992 --
Present. Before joining the adviser in
1992, Mr. Rothenberg was involved in
international investment management at
Scudder, Stevens & Clark, Inc.
------------------------------------------------------------------------------
Elizabeth Cabell Jennings, CFA The College of William and Mary, B.A.
Vice President Economics, 1985; Chartered Financial
Analyst; Chartered Investment Counsel;
Thompson, Siegel & Walmsley, Inc.,
1986 -- Present.
------------------------------------------------------------------------------
Alan C. Ashworth, CFA The College of William and Mary, B.B.A.
Vice President Management, 1985; Chartered Financial
Analyst; Thompson, Siegel & Walmsley,
Inc., 1987 -- Present.
------------------------------------------------------------------------------
Stuart R. Davies, CFA Birmingham Southern College, B.S.
Vice President 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 University of Virginia, B.S., Commerce,
Assistant Vice President 1990; Chartered Financial Analyst;
Chartered Investment Counsel; Thompson,
Siegel & Walmsley, Inc., 1991 --
Present.
------------------------------------------------------------------------------
J. Shelton Horsley, IV, CFA University of Virginia, B.A., 1985;
Vice President University of Virginia, M.B.A., 1991;
Thompson, Siegel & Walmsley, Inc.,
1994 -- Present.
------------------------------------------------------------------------------
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Name & Title Experience
------------------------------------------------------------------------------
<S> <C>
Brandon H. Harrell, CFA Wake Forest University, B.A. Economics,
Vice President 1982; George Mason University, M.B.A.,
1990; Chartered Financial Analyst;
Thompson, Siegel & Walmsley, Inc.,
1996 -- Present.
------------------------------------------------------------------------------
Gordon Goodykoontz, CFA Virginia Polytechnic Institute, BA
Senior Vice President Business, 1962; University of Virginia,
MBA, 1966; Chartered Financial Analyst;
Thompson, Siegel & Walmsley, Inc.
1997 -- Present.
</TABLE>

TS&W INTERNATIONAL EQUITY PORTFOLIO

G.D. Rothenberg is primarily responsible for the day-to-day management of TS&W
International Equity Portfolio and has been since its inception in December of
1992. Supporting Mr. Rothenberg with financial investment research are Brandon
H. Harrell, John G. Jordan, III and Stuart R. Davies. The biographical
information of Messrs. Rothernberg, Harrell, Jordan and Davies is set forth
above.

SHAREHOLDER SERVICING ARRANGEMENTS
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING

Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees may
include transaction fees and/or service fees paid by the UAM Funds from their
assets attributable to the service agent. The UAM Funds do not pay these fees
on shares purchased directly from UAM Fund Distributors. The service agents
may provide shareholder services to their clients that are not available to a
shareholder dealing directly with the UAM Funds. Each service agent is
responsible for transmitting to its clients a schedule of any such fees and
information regarding any additional or different purchase or redemption
conditions. You should consult your service agent for information regarding
these fees and conditions.

The adviser may pay its affiliated companies for referring investors to the
portfolio. The adviser and its affiliates may, at their own expense, pay
qualified service providers for marketing, shareholder servicing, record-
keeping and/or other services performed with respect to the portfolios.

UAM Fund Distributors, the adviser and certain of their other affiliates also
participate, as of the date of this prospectus, in an arrangement with Salomon
Smith Barney under which Salomon Smith Barney provides certain defined
contribution plan marketing and shareholder services and receives 0.15% of the
portion of the daily net asset value of Institutional Class Shares held by
Salomon Smith Barney's eligible customer accounts in addition to amounts
payable to all selling dealers. The UAM Funds also compensate Salomon Smith
Barney for services it provides to certain defined contribution plan
shareholders that are not otherwise provided by the UAM Funds' administrator.

26
<PAGE>

27
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance of the portfolios for the past five years. The financial
highlights table comes from the financial statements of the portfolios and
reflects the financial results for a single portfolio share. The total
returns in the table represent the rate that an investor would have earned on
an investment in the portfolios (assuming reinvestment of all dividends and
distributions). PricewaterhouseCoopers LLP has audited the financial
statements of the portfolios. The financial statements and the unqualified
opinion of PricewaterhouseCoopers LLP are included in the annual report of the
portfolios, which is available upon request.

TS&W EQUITY PORTFOLIO

<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Year $16.52 $14.48 $12.47 $11.23 $11.02
- --------------------------------------------------------------------------------
Income from Investment
Operations
- --------------------------------------------------------------------------------
Net Investment Income 0.26 0.27 0.26 0.23 0.19

Gains or losses on
Securities 1.14 3.25 2.34 1.34 0.33
(Realized and Unrealized)
- --------------------------------------------------------------------------------
Total From Investment
Operations 1.40 3.52 2.60 1.57 0.52
- --------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment
Income) (0.24) (0.27) (0.26) (0.22) (0.18)
Distributions (From Capital
Gains) (2.83) (1.21) (0.33) (0.11) (0.13)
- --------------------------------------------------------------------------------
Total Distributions (3.07) (1.48) (0.59) (0.33) (0.31)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $14.85 $16.52 $14.48 $12.47 $11.23
- --------------------------------------------------------------------------------
Total Return 9.23% 26.31% 21.45% 14.32% 4.82%
- --------------------------------------------------------------------------------
Ratios/Supplemental Data $95,336 $95,582 $81,554 $60,352 $38,379
Net Assets, End of Year
(Thousands)
Ratio of Expenses to Average
Net Assets 0.99% 0.99% 1.01% 1.01% 1.10%
</TABLE>

28
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of Net Investment Income
to Average Net Assets 1.67% 1.72% 1.93% 2.04% 1.74%
Portfolio Turnover Rate 63% 42% 40% 17% 23%
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
TS&W INTERNATIONAL EQUITY PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 15.14 $ 14.22 $ 13.22 $ 13.85 $ 12.54
-------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.06 0.07 0.10 0.13 0.07
Net Gains or losses on Securities
(Realized and Unrealized) 0.32 1.05 1.04 (0.31) 1.29
-------------------------------------------------------------------------------------------------------------
Total From Investment Operations 0.38 1.12 1.14 (0.18) 1.36
-------------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment
Income) (0.08) (0.11) (0.14) (0.09) (0.05)
Distributions (From Capital
Gains) (0.18) (0.09) -- (0.36) --
In Excess of Net Realized Gain (0.16) -- -- -- --
-------------------------------------------------------------------------------------------------------------
Total Distributions (0.42) (0.20) (0.14) (0.45) (0.05)
-------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 15.10 $ 15.14 $ 14.22 $ 13.22 $ 13.85
-------------------------------------------------------------------------------------------------------------
Total Return 2.67% 7.94% 8.71% 1.11% 10.87%
-------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $116,969 $115,500 $103,339 $77,553 $49,362
Ratio of Expenses to Average
Net Assets 1.32% 1.30% 1.35% 1.32% 1.38%
Ratio of Net Investment Income
to Average Net Assets 0.42% 0.47% 0.84% 1.29% 0.70%
Portfolio Turnover Rate 28% 45% 25% 23% 30%
</TABLE>

<TABLE>
<CAPTION>
TS&W FIXED INCOME PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 10.54 $ 10.30 $ 10.42 $ 9.60 $ 10.75
-------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.59 0.59 0.56 0.56 0.47
Net Gains or losses on Securities 0.42 0.24 (0.12) 0.82 (1.05)
</TABLE>

30
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
(Realized and Unrealized)
-----------------------------------------------------------------------------------------------------------
Total From Investment
Operations 1.01 0.83 0.44 1.38 (0.58)
-----------------------------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net Investment (0.59) (0.59) (0.56) (0.56) (0.47)
Income)
Distributions (From Capital
Gains) -- -- -- -- (0.10)
-----------------------------------------------------------------------------------------------------------
Total Distributions (0.59) (0.59) (0.56) (0.56) (0.57)
-----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year $ 10.96 $ 10.54 $ 10.30 $ 10.42 $ 9.60
-----------------------------------------------------------------------------------------------------------
Total Return 9.81% 8.40% 4.40% 14.73% (5.46)%
-----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of Year
(Thousands) $ 73,784 $ 67,987 $ 61,692 $46,677 $32,118
Ratio of Expenses to Average Net
Assets 0.71% 0.72% 0.77% 0.76% 1.02%
Ratio of Net Investment Income
to Average Net
Assets 5.48% 5.79% 5.50% 5.56% 4.73%
Portfolio Turnover Rate 48% 36% 59% 25% 27%
</TABLE>

31
<PAGE>

PORTFOLIO CODES

The reference information below will be helpful to you when you contact the
UAM Funds to purchase or exchange shares, check daily NAVs or get additional
information.

<TABLE>
<CAPTION>
Trading CUSIP Portfolio
Symbol Number Number
----------------------------------------------------------------------
<S> <C> <C> <C>
TS&W Equity Portfolio TSWEX 902555499 936
----------------------------------------------------------------------
TS&W International Equity Portfolio TSWIX 902555473 938
----------------------------------------------------------------------
TS&W Fixed Income Portfolio TSWFX 902555481 937
</TABLE>
<PAGE>

THE TS&W PORTFOLIOS

For investors who want more information about the TS&W Portfolios, the
following documents are available upon request.

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports of the TS&W Portfolios provide additional
information about their investments. In each annual report, you will also
find a discussion of the market conditions and investment strategies that
significantly affected the performance of the TS&W Portfolios during the last
fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional detailed information about the TS&W Portfolios and
is incorporated by reference into (legally part of) this prospectus.

HOW TO GET MORE INFORMATION
- ---------------------------

Investors can receive free copies of these materials, request other
information about the portfolio and make shareholder inquiries by writing to
or calling:

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review, for a fee, the reports of the portfolio and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by calling
the SEC at 1-800-SEC-0330. You can get copies of this information for free, on
the SEC's Internet site at www.sec.gov.

The portfolio's Investment Company Act of 1940 file number is 811-5683.

UAM
<PAGE>

UAM FUNDS
PO BOX 419081
KANSAS CITY, MO 64141-6081
(TOLL FREE) 1-877-UAM-LINK (826-5465)

THE ACADIAN EMERGING MARKETS PORTFOLIO
INSTITUTIONAL CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 16, 1999

This statement of additional information (SAI) is not a prospectus. However, you
should read it in conjunction with the Prospectus of The Acadian Emerging
Markets Portfolio Institutional Class Shares dated February 16, 1999. You may
obtain a Prospectus for the portfolio by contacting the UAM Funds at the address
listed above.

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
DEFINITIONS........................................................................................ 1
THE FUND........................................................................................... 1
DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS......................................... 1
Equity Securities................................................................................ 1
Debt Securities.................................................................................. 2
Derivatives...................................................................................... 7
Foreign Securities............................................................................... 12
Investment Companies............................................................................. 15
Repurchase Agreements............................................................................ 15
Restricted Securities............................................................................ 15
Securities Lending............................................................................... 16
Short-Term Investments........................................................................... 16
When-Issued, Forward Commitment and Delayed Delivery Transactions................................ 17
INVESTMENT POLICIES................................................................................ 18
Fundamental Investment Policies.................................................................. 18
Non-Fundamental Policies......................................................................... 18
MANAGEMENT OF THE FUND............................................................................. 19
CODE OF ETHICS..................................................................................... 21
PRINCIPAL HOLDERS OF SECURITIES.................................................................... 21
INVESTMENT ADVISORY AND OTHER SERVICES............................................................. 21
Investment Adviser............................................................................... 21
Distributor...................................................................................... 23
Administrative Services.......................................................................... 23
Custodian........................................................................................ 24
Independent Public Accountant.................................................................... 25
BROKERAGE ALLOCATION AND OTHER PRACTICES........................................................... 25
Selection of Brokers............................................................................. 25
Simultaneous Transactions........................................................................ 25
Brokerage Commissions............................................................................ 25
CAPITAL STOCK AND OTHER SECURITIES................................................................. 26
Description Of Shares And Voting Rights.......................................................... 26
Dividends and Capital Gains Distributions........................................................ 26
PURCHASE REDEMPTION AND PRICING OF SHARES.......................................................... 27
Purchase of Shares............................................................................... 27
Redemption of Shares............................................................................. 27
Exchange Privilege............................................................................... 29
Transfer Of Shares............................................................................... 29
Valuation of Shares.............................................................................. 29
PERFORMANCE CALCULATIONS........................................................................... 30
Total Return..................................................................................... 30
Yield............................................................................................ 31
Comparisons...................................................................................... 31
TAXES.............................................................................................. 31
EXPENSES........................................................................................... 32
FINANCIAL STATEMENTS............................................................................... 32
APPENDIX A: DESCRIPTION OF SECURITIES AND RATINGS.................................................. A-1
APPENDIX B - COMPARISONS........................................................................... B-1
</TABLE>

<PAGE>

DEFINITIONS

The "Fund" is UAM Funds, Inc.

The term "adviser" means Acadian Asset Management, Inc., the Fund's
investment adviser.

UAM is United Asset Management Corporation.

UAMFSI is UAM Fund Services, Inc., the Fund's administrator.

UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.

UAMSSC is UAM Fund Shareholder Servicing Center, the Fund's
sub-shareholder-servicing agent.

CGFSC is Chase Global Funds Service Company, the Fund's sub-administrator.

UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds
Trust II and all of their portfolios.

The terms "the portfolio" is used to refer to the Acadian Emerging Markets
Portfolio while "portfolio" or "portfolios" refers to some or all
portfolios of the UAM Funds Complex.

The terms "board" and "governing board" refer to the Fund's Board of
Directors as a group, while "board member" refers to a single member of the
board.

"1940 Act" mean the Investment Act of 1940, as amended.

All other defined terms, which are not otherwise defined in this SAI, have
the same meaning in the SAI as they do in the prospectus of The Acadian
Emerging Markets Portfolio.

THE FUND

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 Fund changed
its name to "UAM Funds, Inc." The Fund's principal executive office is
located at 211 Congress Street, Boston, MA 02110; shareholders should
direct all correspondence to the address listed on the cover of this SAI.

The Fund is an open-end, management investment company under the 1940 Act.
The portfolio is registered as a non-diversified investment company under
the 1940 Act. Therefore, only its investment restrictions and the Internal
Revenue Code limit the amount that the portfolio may invest in any single
issuer. See "INVESTMENT POLICIES" below.

DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS

EQUITY SECURITIES
- --------------------------------------------------------------------------------
The portfolio may invest in equity securities such as common and preferred
stocks. While investing in stocks allows the portfolio to participate in
the benefits of owning a company, the portfolio must accept the risks of
ownership. Unlike bondholders, who

<PAGE>

have preference to a company's earnings and cash flow, preferred
stockholders, followed by common stockholders in order of priority, are
entitled only to the residual amount after a company meets its other
obligations. For this reason, the value of a company's stock will usually
react more strongly to actual or perceived changes in the company's
financial condition or prospects than its debt obligations. Stockholders of
a company that fares poorly can lose money.

Preferred stock has a preference over common stock in liquidation (and
generally dividends as well) but is subordinated to the liabilities of the
issuer in all respects. As a general rule, the market values 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 securities 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 characteristics. Types of preferred
stocks include adjustable-rate preferred stock, fixed dividend preferred
stock, perpetual preferred stock, and sinking fund preferred stock.

STOCK MARKET RISK

Stock markets tend to move in cycles with short or extended periods of
rising and falling stock prices. The value of a company's stock may fall
because of:

. Factors that directly relate to that company, such as decisions made
by its management or lower demand for the company's products or
services.

. Factors affecting an entire industry, such as increases in production
costs.

. Changes in financial market conditions that are relatively unrelated
to the company or its industry, such as changes in interest rates,
currency exchange rates or inflation rates.

RIGHTS AND WARRANTS

The portfolio may purchase warrants and rights, which are securities
permitting, but not obligating, their holder to purchase the underlying
securities at a predetermined price. Generally, warrants and stock purchase
rights do not carry with them the right to receive dividends or exercise
voting rights with respect to the underlying securities, and they do not
represent any rights in the assets of the issuer. Therefore, an investment
in warrants and rights may entail greater risk than certain other types of
investments. In addition, the value of warrants and rights does not
necessarily change with the value of the underlying securities, and they
cease to have value if they are not exercised on or prior to their
expiration date. Investment in warrants and rights increases the potential
profit or loss to be realized from the investment of a given amount of the
portfolio's assets as compared with investing the same amount in the
underlying stock.

CONVERTIBLE SECURITIES

The portfolio may purchase corporate bonds, debentures and preferred stock
that are convertible into common stock. In exchange for the conversion
feature, many corporations will pay a lower rate of interest on convertible
securities than debt securities of the same corporation.

Convertible corporate bonds, debentures and preferred stock are subject to
the same risks as similar securities without the convertible feature. In
addition, their market price tends to go up if the stock price moves up.
For this reason, convertible securities are more volatile in price during
times of steady interest rates than other types of fixed income securities.

DEBT SECURITIES
- --------------------------------------------------------------------------------
Debt securities are used by corporations and governments to borrow money
from investors. Most debt securities promise a variable or fixed rate of
return and repayment of the amount borrowed at maturity. Some debt
securities, such as zero-coupon bonds, do not pay current interest and are
purchased at a discount from their face value. Debt securities may include,
among other things, all types of bills, notes, bonds, mortgage-backed
securities or asset-backed securities.

The total return of a debt instrument is composed of two elements: the
percentage change in the security's price and interest income earned. The
yield to maturity of a debt security estimates its total return only if the
price of the debt security remains unchanged during the holding period and
coupon interest is reinvested at the same yield to maturity. The total
return of a debt

2
<PAGE>

instrument, therefore, will be determined not only by how much interest is
earned, but also by how much the price of the security and interest rates
change.

INTEREST RATES

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will
go down, and vice versa). One can estimate the anticipated change in the
price of a fixed rate security for each 1% shift in interest rates by using
a risk measure known as effective duration. An effective duration of 4
years, for example, would suggest that for each 1% reduction in interest
rates at all maturity levels, the price of a security is estimated to
increase by 4%. An increase in rates by the same magnitude is estimated to
reduce the price of the security by 4%. By knowing the yield and the
effective duration of a debt security, one can estimate total return based
on an expectation of how much interest rates, in general, will change.

While serving as a good estimator of prospective returns, effective
duration is an imperfect measure. While lower interest rates generally
improve the value of a fixed income portfolio, lower interest rates may
also introduce certain risks which may independently cause the share price
of the portfolio to fall. Lower rates motivate people to pay off mortgage-
backed and asset-backed securities earlier than expected, which introduces
reinvestment risk. Reinvesting portfolio assets at lower rates may reduce
the yield of the portfolio. The unexpected timing of mortgage and asset-
backed prepayments caused by the variations in interest rates may also
shorten or lengthen the average maturity of the portfolio. Neglecting this
drift in average maturity may have the unintended effect of increasing or
reducing the effective duration of the portfolio which may in turn
adversely affect the expected performance of the portfolio.

CREDIT RATING

Coupon interest is offered to investors of fixed income securities as
compensation for assuming risk, although short-term U.S. treasury
securities, such as 3 month treasury bills, are considered "risk free."
Corporate securities offer higher yields than U.S. treasuries because their
payment of interest and complete repayment of principal is less certain.
The credit rating or financial condition of an issuer may affect the value
of a debt security. Generally, the lower the quality rating of a security,
the greater the risks that the issuer will fail to pay interest and return
principal. To compensate investors for taking on increased risk, issuers
with lower credit ratings usually offer their investors a higher "risk
premium" in the form of higher interest rates above comparable U.S.
treasuries.

Changes in investor confidence regarding the certainty of interest and
principal payments of a fixed income corporate security will result in an
adjustment to this "risk premium." Since an issuer's outstanding debt
carries a fixed coupon, adjustments to the risk premium must occur in the
price, which effects the yield to maturity of the bond. If an issuer
defaults or becomes unable to honor its financial obligations, the bond may
lose some or all of its value.

Debt securities rated below investment-grade (junk bonds) are highly
speculative securities that are usually issued by smaller, less credit
worthy and/or highly leveraged (indebted) companies. A corporation may
issue a junk bond because of a corporate restructuring or other similar
event. Compared with investment-grade bonds, junk bonds carry a greater
degree of risk and are less likely to make payments of interest and
principal. Market developments and the financial and business condition of
the corporation issuing these securities influences their price and
liquidity more than changes in interest rates, when compared to investment-
grade debt securities. Insufficient liquidity in the junk bond market may
make it more difficult to dispose of junk bonds and may cause the portfolio
to experience sudden and substantial price declines. A lack of reliable,
objective data or market quotations may make it more difficult to value
junk bonds accurately.

Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolios currently use ratings compiled by Standard and
Poor's Ratings Services, Duff & Phelps Rating Co., Fitch IBCA, Inc. and,
Moody's Investor Services. Credit ratings are only an agency's opinion, not
an absolute standard of quality, and they do not reflect an evaluation of
market risk. Appendix A contains further information concerning the ratings
of certain rating agencies and their significance.

3
<PAGE>

The adviser may use ratings produced by ratings agencies as guidelines to
determine the rating of a security at the time the portfolio buys it. A
rating agency may change its credit ratings at any time. The adviser
monitors the rating of the security and will take appropriate actions if a
rating agency reduces the security's rating. The portfolio is not obligated
to dispose of securities whose issuers subsequently are in default or which
are downgraded below the above-stated ratings

- -SECURITIES

JUNK BONDS

U.S. GOVERNMENT SECURITIES

For a discussion of these securities see "SHORT-TERM INVESTMENTS -
GOVERNMENT SECURITIES," below.

CORPORATE BONDS

For a discussion of these securities see "SHORT-TERM INVESTMENTS -
CORPORATE BONDS," below.

MORTGAGE-BACKED SECURITIES AND MORTGAGE PASS-THROUGH SECURITIES

Mortgage-backed securities are interests in pools of mortgage loans that
various governmental, government-related and private organizations assemble
as securities for sale to investors. Mortgage-backed securities differ from
other forms of debt securities because they make monthly payments that
consist of both interest and principal payments. (Other debt securities
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates.) In effect, these
payments are a "pass-through" of the monthly payments made by the
individual borrowers on their mortgage loans, net of any fees paid to the
issuer or guarantor of such securities.

Governmental entities, private insurers and the mortgage poolers may insure
or guaranty the timely payment of interest and principal of these pools
through various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit issue the
insurance and guarantees. The adviser will consider such insurance and
guarantees and the creditworthiness of the issuers thereof in determining
whether a mortgage-related security meets its investment quality standards.
It is possible that the private insurers or guarantors will not meet their
obligations under the insurance policies or guarantee arrangements.

Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

4
<PAGE>

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA)

GNMA, a wholly owned U.S. government corporation within the Department of
Housing and Urban Development, is the principal governmental guarantor of
mortgage-related securities. GNMA, which is backed by the faith and credit
of the U.S. government, guarantees the timely payment of principal and
interest on securities by institutions approved by GNMA and backed by pools
of FHA-insured or VA-guaranteed mortgages. GNMA does not guarantee the
market value or yield of mortgage-backed securities or the value of
portfolio shares. To buy GNMA securities, the portfolio may have to pay a
premium over the maturity value of the underlying mortgages, which the
portfolio may lose if prepayment occurs.

FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA)

FNMA is a government-sponsored corporation owned entirely by private
stockholders. FNMA, which is regulated by the Secretary of Housing and
Urban development, purchases conventional mortgages from a list of approved
seller/servicers, including 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, but are not backed by
the full faith and credit of the U.S. government.

FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC)

FHLMC is a corporate instrumentality of the U.S. government whose stock is
owned by the twelve Federal Home Loan Banks. Congress created FHLMC in 1970
to increase the availability of mortgage credit for residential housing.
FHLMC issues Participation Certificates (PCs) which represent interests in
conventional mortgages from its national portfolio. Like FNMA, FHLMC
guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the U.S.
government.

COMMERCIAL BANKS, SAVINGS AND LOAN INSTITUTIONS, PRIVATE MORTGAGE INSURANCE
COMPANIES, MORTGAGE BANKERS AND OTHER SECONDARY MARKET ISSUERS

Commercial Banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional mortgage loans. In addition to
guaranteeing the mortgage-related security, such issuers may service and/or
have originated the underlying mortgage loans. Pools created by these
issuers generally offer a higher rate of interest than pools created by
GNMA, FNMA & FHLMC because they are not guaranteed by a government agency.

RISK OF INVESTING IN MORTGAGE-BACKED SECURITIES

Yield characteristics of mortgage-backed securities differ from those of
traditional fixed income securities. The major differences include interest
and principal payments that are more frequent (usually monthly), adjustable
interest rates, and the possibility that prepayments of principal may be
made substantially earlier than their final distribution dates so that the
price of the security will generally decline when interest rates rise.

The portfolio may fail to recover fully its investment in mortgage-backed
securities notwithstanding any direct or indirect governmental, agency or
other guarantee because the counter-party failed to meet its commitments.

Changes in interest rates and a variety of economic, geographic, social and
other factors, such as the sale of the underlying property, refinancing or
foreclosure, can cause the loans underlying a mortgage-backed security to
be repaid sooner than expected. If the prepayment rates increase, the
portfolio may have to reinvest its principal at a rate of interest that is
lower than the rate on existing mortgage-backed securities. Conversely,
when interest rates are rising many mortgage-backed securities will see a
decline in the prepayment rate, extending their average life. Extending the
average life of a mortgage-backed security increases the risk of
depreciation due to future increases in market interest rates. For these
reasons, mortgage-backed securities may be less effective than other types
of U.S. government securities as a means of "locking in" interest rates.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs are hybrids between mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, CMOs usually pay interest and prepaid
principal semiannually. While whole mortgage loans may collateralize CMOs,
portfolios of mortgage-backed securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams more typically collateralize them.

5
<PAGE>

A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code of 1986, as amended, and invests in certain mortgages
primarily secured by interests in real property and other permitted
investments.

CMOs are structured into multiple classes, each bearing a different stated
maturity. Each class of CMO or REMIC certificate, often referred to as a
"tranche," is issued at a specific interest rate and must be fully retired
by its final distribution date. Generally, all classes of CMOs or REMIC
certificates pay or accrue interest monthly. Investing in the lowest
tranche of CMOs and REMIC certificates involves risks similar to those
associated with investing in equity securities.

OTHER ASSET-BACKED SECURITIES

A broad range of assets, including automobile loans, computer leases and
credit card receivables, are being securitized in pass-through structures
similar to the mortgage pass-through or CMO structures described above. In
general, the collateral supporting these securities is of shorter maturity
than mortgage loans and is less likely to experience substantial
prepayments with interest rate fluctuations.

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the
benefit of any security interest in the related assets, which raises the
possibility that recoveries on repossessed collateral may not be available
to support payments on these securities. For example, credit card
receivables are generally unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of
which allow debtors to reduce their balances by offsetting certain amounts
owed on the credit cards. Most issuers of asset-backed securities backed by
automobile receivables permit the servicers of such receivables to retain
possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser
would acquire an interest superior to that of the holders of the rated
asset-backed securities. Because of the large number of vehicles involved
and technical requirements under state laws, the trustee for the
holders of asset-backed securities backed by automobile receivables may not
have a proper security interest in all of the obligations backing such
receivables.

To lessen the effect of failures by obligors on underlying assets to
make payments, the entity administering the pool of assets may agree to
ensure the receipt of payments on the underlying pool occurs in a timely
fashion ("liquidity protection"). In addition, asset-backed securities may
obtain insurance, such as guarantees, policies or letters of credit
obtained by the issuer or sponsor from third parties, for some or all of
the assets in the pool ("credit support"). Delinquency or loss more than
that anticipated or failure of the credit support could adversely affect
the return on an investment in such a security.

The portfolio may also invest in residual interests in asset-backed
securities, which is the excess cash flow remaining after making required
payments on the securities and paying related administrative expenses. The
amount of residual cash flow resulting from a particular issue of asset-
backed securities depends in part on the characteristics of the underlying
assets, the coupon rates on the securities, prevailing interest rates, the
amount of administrative expenses and the actual prepayment experience on
the underlying assets.

STRIPPED MORTGAGE-BACKED SECURITIES

Stripped mortgage-backed securities are derivative multiple-class
mortgage-backed securities. Stripped mortgage-backed securities usually
have two classes that receive different proportions of interest and
principal distributions on a pool of mortgage assets. Typically, one class
will receive some of the interest and most of the principal, while the
other class will receive most of the interest and the remaining principal.
In extreme cases, one class will receive all of the interest ("interest
only" or "IO" class) while the other class will receive the entire
principal (the "principal only" or "PO" class). The cash flows and yields
on IOs and POs are extremely sensitive to the rate of principal payments
(including prepayments) on the underlying mortgage loans or mortgage-backed
securities. A rapid rate of principal payments may adversely affect the
yield to maturity of IOs. Slower than anticipated prepayments of principal
may adversely affect the yield to maturity of a PO. The yields and market
risk of interest only and principal only stripped mortgage-backed
securities, respectively, may be more volatile than those other fixed
income securities, including traditional mortgage-backed securities.

YANKEE BONDS

Yankee bonds are dollar-denominated bonds issued inside the United States
by foreign entities. Investment in these securities involve certain risks
which are not typically associated with investing in domestic securities.
See "FOREIGN SECURITIES".

6
<PAGE>

ZERO COUPON BONDS

These securities make no periodic payments of interest, but instead are
sold at a discount from their face value. When held to maturity, their
entire income, which consists of accretion of discount, comes from the
difference between the issue price and their value at maturity. The amount
of the discount rate varies depending on factors including the time
remaining until maturity, prevailing interest rates, the security's
liquidity and the issuer's credit quality. The market value of zero coupon
securities may exhibit greater price volatility than ordinary debt
securities because a stripped security will have a longer duration than an
ordinary debt security with the same maturity. The portfolio's investments
in pay-in-kind, delayed and zero coupon bonds may require it to sell
certain of its portfolio securities to generate sufficient cash to satisfy
certain income distribution requirements.

These securities may include U.S. Treasury securities that have had their
interest payments ("coupons") separated from the underlying principal
("corpus") by their holder, typically a custodian bank or investment
brokerage firm. Once the holder of the security has stripped or separated
corpus and coupons, it may sell each component separately. The principal or
corpus is then sold at a deep discount because the buyer receives only the
right to receive a future fixed payment on the security and does not
receive any rights to periodic interest (cash) payments. Typically, the
coupons are sold separately or grouped with other coupons with like
maturity dates and sold bundled in such form. The underlying U.S. Treasury
security is held in book-entry form at the Federal Reserve Bank or, in the
case of bearer securities (i.e., unregistered securities which are owned
ostensibly by the bearer or holder thereof), in trust on behalf of the
owners thereof. Purchasers of stripped obligations acquire, in effect,
discount obligations that are economically identical to the zero coupon
securities that the Treasury sells itself.

The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of
particular interest coupon and corpus payments on Treasury securities
through the Federal Reserve book-entry record keeping system. Under a
Federal Reserve program known as "STRIPS" or "Separate Trading of
Registered Interest and Principal of Securities," the portfolio can record
its beneficial ownership of the coupon or corpus directly in the book-entry
record-keeping system.

DERIVATIVES
- --------------------------------------------------------------------------------

Derivatives are financial instruments whose value is based on an underlying
asset, such as a stock or a bond, or an underlying economic factor, such as
an interest rate or an index. The portfolio tries to minimize its loss by
investing in derivatives to protect them from broad fluctuations in market
prices, interest rates or foreign currency exchange rates. Investing in
derivatives for these purposes is known as "hedging." When hedging is
successful, the portfolio will have offset any depreciation in the value of
its portfolio securities by the appreciation in the value of the derivative
position. Although techniques other than the sale and purchase of
derivatives could be used to control the exposure of the portfolio to
market fluctuations, the use of derivatives may be a more effective means
of hedging this exposure.

FUTURES

A futures contract is an agreement between two parties whereby one party is
obligated to buy and the other is obligated to sell a financial instrument
at an agreed upon price and time. The parties to a futures contract do not
have to pay for or deliver the underlying financial instrument until the
delivery date. The parties to a futures contract can hold the contract
until its delivery date, although in may cases they close the contract
early by taking an opposite position in an identical contract. The
financial instrument underlying the contract may be a stock, stock index,
bond, bond index, interest rate, foreign exchange rate or other similar
instrument. The portfolio will incur commission expenses in both opening
and closing futures positions.

Futures contracts are traded in the United States on commodity exchanges or
boards of trade - known as "contract markets" - approved for such trading
and regulated by the Commodity Futures Trading Commission, a federal
agency. These contract markets standardize the terms, including the
maturity date and underlying financial instrument, of all futures
contracts. Contract markets require both the purchaser and seller to
deposit "initial margin" with a futures broker, known as a futures
commission merchant, when they enter into the contract. Initial margin
deposits are typically equal to a percentage of the contract's value. After
they open a futures contract, the parties to the transaction must compare
the purchase price of the contract to its daily market value. If the value
of the futures contract changes in such a way that a party's position
declines, that party must make additional "variation margin" payments so
that the margin payment is adequate. On the other hand, the value of the
contract may change in such a way that there is excess margin on deposit,
possibly entitling the party that has a gain to receive all or a portion of
this amount.

7
<PAGE>

The portfolio may take a "short position" by selling futures contracts on
securities it owns or on securities with characteristics similar to those of
securities it owns. For example, when the portfolio expects interest rates to
rise or securities prices to fall, it can seek to offset a decline in the
value of its holdings by selling futures contracts so that the portfolio is
obligated to sell the securities at a future lower price. When the portfolio's
short hedging position is successful, the appreciation in the value of the
futures position will offset substantially any depreciation in the value of
the holdings of the portfolio. On the other hand, a decline in the value of
the futures position would offset any unanticipated appreciation in the value
of the holdings of the portfolio.

On other occasions, the portfolio may take a "long" position by purchasing
futures contracts. For example, when the portfolio expects interest rates to
fall or securities' prices to rise, it can seek to secure a better rate or
price than might later be available by purchasing a futures contract. The
portfolio may also buy futures contracts as a substitute for transactions in
securities, to alter the investment characteristics of portfolio securities or
to gain or increase its exposure to a particular securities market.

OPTIONS

An option is a contract between two parties for the purchase and sale of a
financial instrument for a specified price (known as the "strike price" or
"exercise price") at any time during the option period. Unlike a futures
contract, an option grants a right (not an obligation) to buy or sell a
financial instrument. Generally, a seller of an option can grant a buyer two
kinds of rights: a "call" (the right to buy the security) or a "put" (the
right to sell the security). Options have various types of underlying
instruments, including specific securities, indices of securities prices,
foreign currencies, interest rates and futures contracts. Options may be
traded on an exchange (exchange-traded-options) or may be customized
agreements between the parties (over-the-counter or "OTC options"). Like
futures, a financial intermediary, known as a clearing corporation,
financially backs exchange-traded options. However, OTC options have no such
intermediary and are subject to the risk that the counter-party will not
fulfill its obligations under the contract.

PURCHASING PUT AND CALL OPTIONS

When the portfolio purchases a put option, it buys the right to sell the
instrument underlying the option at a fixed strike price. In return for this
right, the portfolio pays the current market price for the option (known as
the "option premium"). The portfolio may purchase put options to offset or
hedge against a decline in the market value of its securities ("protective
puts") or to benefit from a decline in the price of securities that it does
not own. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below the exercise
price sufficiently to cover the premium and transaction costs. However, if the
price of the underlying instrument does not fall enough to offset the cost of
purchasing the option, a put buyer would lose the premium and related
transaction costs.

Call options are similar to put options, except that the portfolio obtains the
right to purchase, rather than sell, the underlying instrument at the option's
strike price. The portfolio would normally purchase call options in
anticipation of an increase in the market value of securities it owns or wants
to buy. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying instrument exceeded the exercise price
plus the premium paid and related transaction costs. Otherwise, the portfolio
would realize either no gain or a loss on the purchase of the call option.

The purchaser of an option may terminate its position by:

. Allowing it to expire and losing its entire premium;

. Exercising the option and either selling (in the case of a put option) or
buying (in the case of a call option) the underlying instrument at the
strike price; or

. Closing it out in the secondary market at its current price.

SELLING (WRITING) PUT AND CALL OPTIONS

When the portfolio writes a call option it assumes an obligation to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the expiration date. Similarly, when
the portfolio writes a put option it assumes an obligation to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. The portfolio may
terminate its position in an exchange-traded put option before exercise by
buying an option identical to the one it has written. Similarly, it may cancel
an over-the-counter option by entering into an offsetting transaction with the
counter-party to the option.

8
<PAGE>

The portfolio could try to hedge against an increase in the value of securities
it would like to acquire by writing a put option on those securities. If
security prices rise, the portfolio would expect the put option to expire and
the premium it received to offset the increase in the security's value. If
security prices remain the same over time, the portfolio would hope to profit by
closing out the put option at a lower price. If security prices fall, the
portfolio may lose an amount of money equal to the difference between the value
of the security and the premium it received. Writing covered put options may
deprive the portfolio of the opportunity to profit from a decrease in the market
price of the securities it would like to acquire.

The characteristics of writing call options are similar to those of writing put
options, except that call writers except to profit if prices remain the same or
fall. The portfolio could try to hedge against a decline in the value of
securities it already owns by writing a call option. If the price of that
security falls as expected, the portfolio would expect the option to expire and
the premium it received to offset the decline of the security's value. However,
the portfolio must be prepared to deliver the underlying instrument in return
for the strike price, which may deprive it of the opportunity to profit from an
increase in the market price of the securities it holds.

The portfolio is permitted only to write covered options. The portfolio can
cover a call option by owning, at the time of selling the option:

. The underlying security (or securities convertible into the underlying
security without additional consideration), index, interest rate, foreign
currency or futures contract.

. A call option on the same security or index with the same or lesser
exercise price.

. A call option on the same security or index with a greater exercise and
segregating cash or liquid securities in an amount equal to the difference
between the exercise prices.

. Cash; or liquid securities equal to at least the market value of the
optioned securities, interest rate, foreign currency or futures contract.

. In the case of an index, the portfolio of securities that corresponds to
the index.

The portfolio can cover a put option by, at the time of selling the option.

. Entering into a short position in the underlying security:

. Purchasing a put option on the same security, index, interest rate,
foreign currency or futures contract with the same or greater exercise
price.

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with a lesser exercise price and segregating
cash or liquid securities in an amount equal to the difference between the
exercise prices.

. Maintaining the entire exercise price in liquid securities.

OPTIONS ON SECURITIES INDICES

Options on securities indices are similar to options on securities, except that
the exercise of securities index options requires cash settlement payments and
does not involve the actual purchase or sale of securities. In addition,
securities index options are designed to reflect price fluctuations in a group
of securities or segment of the securities market rather than price fluctuations
in a single security.

OPTIONS ON FUTURES

An option on a futures contract provides the holder with the right to buy a
futures contract (in the case of a call option) or sell a futures contract (in
the case of a put option) at a fixed time and price. Upon exercise of the option
by the holder, the contract market clearing house establishes a corresponding
short position for the writer of the option (in the case of a call option) or a
corresponding long position (in the case of a put option). If the option is
exercised, the parties will be subject to the furtures contracts. In addition,
the writer of an option on a futures contract is subject to initial and
variation margin requirements on the option position. Options on futures
contracts are traded on the same contract market as the underlying futures
contract.

<PAGE>

The buyer or seller of an option on a futures contract may terminate the
option early by purchasing or selling an option of the same series (i.e.,
the same exercise price and expiration date) as the option previously
purchased or sold. The difference between the premiums paid and received
represents the trader's profit or loss on the transaction.

The portfolio may purchase put and call options on futures contracts
instead of selling or buying futures contracts. The portfolio may buy a put
option on a futures contract for the same reasons it would sell a futures
contract. It also may purchase such put options in order to hedge a long
position in the underlying futures contract. The portfolio may buy call
options on futures contracts for the same purpose as the actual purchase of
the futures contracts, such as in anticipation of favorable market
conditions.

The portfolio may write a call option on a futures contract to hedge
against a decline in the prices of the instrument underlying the futures
contracts. If the price of the futures contract at expiration were below
the exercise price, the portfolio would retain the option premium, which
would offset, in part, any decline in the value of its portfolio
securities.

The writing of a put option on a futures contract is similar to the
purchase of the futures contracts, except that, if market price declines,
the portfolio would pay more than the market price for the underlying
instrument. The premium received on the sale of the put option, less any
transaction costs, would reduce the net cost to the portfolio.

COMBINED POSITIONS

The portfolio may purchase and write options in combination with each
other, or in combination with futures or forward contracts, to adjust the
risk and return characteristics of the overall position. For example, the
portfolio could construct a combined position whose risk and return
characteristics are similar to selling a futures contract by purchasing a
put option and writing a call option on the same underlying instrument.
Alternatively, the portfolio could write a call option at one strike price
and buy a call option at a lower price to reduce the risk of the written
call option in the event of a substantial price increase. Because combined
options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.

SWAP AGREEMENTS

Swap agreements are individually negotiated and structured to include
exposure to a variety of different types of investments or market factors.
Depending on their structure, swap agreements may increase or decrease the
portfolio's exposure to interest rates, foreign currency rates, mortgage
securities, corporate borrowing rates, security prices or inflation rates.
Swap agreements can take many different forms and are known by a variety of
names.

Caps and floors have been an effect similar to buying or writing options.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level. The seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agree-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.

Swap agreements tend to shift the investment exposure of the portfolio from
one type of investment to another. For example, if the portfolio agreed to
exchange payments in dollars for payments in foreign currency, the swap
agreement would tend to decrease the portfolio's exposure to U.S. interest
rates and increase its exposure to foreign currency and interest rates.
Depending on how they are used, swap agreements may increase or decrease
the overall volatility of the investments of the portfolio and its share
price.

The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the portfolio. If a swap
agreement calls for payments by the portfolio, the portfolio must be
prepared to make such payments when due. In addition, if the counter-
party's creditworthiness declined, the value of a swap agreement would be
likely to decline, potentially resulting in losses.

The portfolio may be able to eliminate its exposure under a swap agreement
either by assignment or by other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly creditworthy
party. The portfolio will maintain appropriate liquid assets in a
segregated custodial account to cover its current obligations under swap
agreements. If the portfolio enters into a swap agreement on a net basis,
it will segregate assets with a daily value at least equal to the excess,
if any, of the portfolio's accrued obligations under the swap agreement
over the accrued amount the portfolio is entitled to receive

<PAGE>

under the agreement. If the portfolio enters into a swap agreement on other
than a net basis, it will segregate assets with a value equal to the full
amount of the portfolio's accrued obligations under the agreement.

ADDITIONAL RISKS OF DERIVATIVES

While transactions in derivatives may reduce certain risks, these
transactions themselves entail certain other risks. For example,
unanticipated changes in interest rates, securities prices or currency
exchange rates may result in a poorer overall performance of the portfolio
than if it had not entered into any derivatives transactions. Derivatives
may magnify the portfolio's gains or losses, causing it to make or lose
substantially more than it invested.

When used for hedging purposes, increases in the value of the securities
the portfolio holds or intends to acquire should offset any losses incurred
with a derivative. Purchasing derivatives for purposes other than hedging
could expose the portfolio to greater risks.

CORRELATION OF PRICES

The portfolio's ability to hedge its securities through derivatives depends
on the degree to which price movements in the underlying index or
instrument correlate with price movements in the relevant securities. In
the case of poor correlation, the price of the securities the portfolio is
hedging may not move in the same amount, or even in the same direction as
the hedging instrument. The adviser will try to minimize this risk by
investing only in those contracts whose behavior it expects to resemble the
portfolio securities it is trying to hedge. However, if the portfolio's
prediction of interest and currency rates, market value, volatility or
other economic factors is incorrect, the portfolio may lose money, or may
not make as much money as it could have.

Derivative prices can diverge from the prices of their underlying
instruments, even if the characteristics of the underlying instruments are
very similar to the derivative. Listed below are some of the factors that
may cause such a divergence.

. Current and anticipated short-term interest rates, changes in
volatility of the underlying instrument, and the time remaining until
expiration of the contract.

. A difference between the derivatives and securities markets, including
different levels of demand, how the instruments are traded, the
imposition of daily price fluctuation limits or trading of an
instrument stops.

. Differences between the derivatives, such as different margin
requirements, different liquidity of such markets and the
participation of speculators in such markets.

Derivatives based upon a narrower index of securities, such as those of a
particular industry group, may present greater risk than derivatives based
on a broad market index. Since narrower indices are made up of a smaller
number of securities, they are more susceptible to rapid and extreme price
fluctuations because of changes in the value of those securities.

While currency futures and options values are expected to correlate with
exchange rates, they may not reflect other factors that affect the value of
the investments of the portfolio. A currency hedge, for example, should
protect a yen-denominated security from a decline in the yen, but will not
protect the portfolio against a price decline resulting from deterioration
in the issuer's creditworthiness. Because the value of the portfolio's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match be amount of currency
options and futures to the value of the portfolio's investments precisely
over time.

LACK OF LIQUIDITY

Before a futures contract or option is exercised or expires, the portfolio
can terminate it only by entering into a closing purchase or sale
transaction. This requires a secondary market for such instruments on the
exchange where the portfolio originally entered into the transaction. If
there is no secondary market for the contract, or the market is illiquid,
the portfolio may have to purchase or sell the instrument underlying the
contract, make or receive a cash settlement or meet ongoing variation
margin requirements. The inability to close out derivative positions could
have an adverse impact on the ability of the portfolio to hedge its
investments and may prevent the portfolio from realizing profits or
limiting its losses.

Derivatives may become illiquid (i.e., difficult to sell at a desired time
and price) under a variety of market conditions. For example:

11
<PAGE>

. During periods of market volatility, a commodity exchange may suspend
or limit trading in a particular derivative instrument, an entire
category of derivatives or all derivatives.

. The portfolio may have difficulty liquidating its existing positions
or recovering excess variation margin payments because of exchange or
clearing house equipment failures, government intervention, insolvency
of a brokerage firm or clearing house or other disruptions of normal
trading activity.

. Investors may lose interest in a particular derivative or category of
derivatives.

MANAGEMENT RISK

If the adviser incorrectly predicts market and interest ate trends, the
portfolio may lose money by investing in derivatives. For example, if the
portfolio were to write a call option based on its adviser's expectation
that the price of the underlying security would fall, but the price were to
rise instead, the portfolio could be required to sell the security upon
exercise at a price below the current market price. Similarly, if the
portfolio were to write a put option based on the adviser's expectation
that the price of the underlying security would rise, but the price were to
fall instead, the portfolio could be required to purchase the security upon
exercise at a price higher that the current market price.

MARGIN

Because of the low margin deposits required upon the opening of a
derivative position, such transactions involve an extremely high degree of
leverage. Consequently, a relatively small price movement in a derivative
may result in an immediate and substantial loss (as well as gain) to the
portfolio and it may lose more than it originally invested in the
derivative.

If the price of a futures contract changes adversely, the portfolio may
have to sell securities at a time when it is disadvantageous to do so to
meet its minimum daily margin requirement. The portfolio may lose its
margin deposits if a broker with whom it has an open futures contract or
related option becomes insolvent or declares bankruptcy.

FOREIGN SECURITIES
- --------------------------------------------------------------------------------

RISKS OF FOREIGN SECURITIES

Foreign securities, foreign currencies, and securities issued by U.S.
entities with substantial foreign operations may involve significant risks
in addition to the risks inherent in U.S. investments.

Local political, economic, regulatory, or social instability, military
action or unrest, or adverse diplomatic developments may affect the value
of foreign investments. A foreign government may take actions adverse to
the interests of U.S. investors, including expropriation or nationalization
of assets, confiscatory taxation and other restrictions on U.S. investment.

FOREIGN CURRENCY RISK

The securities of foreign companies are frequently denominated in foreign
currencies. The portfolio's net asset value is denominated in U.S. dollars.
Thus, changes in foreign currency rates and in exchange control regulations
may positively or negatively affect the value of the securities of the
portfolio. The portfolio also may incur costs to convert foreign currencies
into U.S. dollars and vice versa. In addition:

. Foreign currency exchange rates reflect relative values of two
currencies, usually the U.S. dollar and the foreign currency in
question.

. Complex political and economic factors applicable to the issuing
country may affect the value of U.S. dollars and foreign currencies.

. The actions of U.S. and foreign governments may affect significantly
the currency exchange rates.

. Government intervention may increase risks involved in purchasing or
selling foreign currency options, forward contracts and futures
contracts, since exchange rates may not be free to fluctuate in
response to other market forces.

12
<PAGE>

information is generally representative of very large round-lot
transactions in the inter-bank marker and thus may not reflect exchange
rates for smaller odd-lot transactions (less than $1 million) where rates
may be less favorable. The inter-bank market in foreign currencies is a
global, around-the-clock market. To the extent that a market is closed
while the markets for the underlying currencies remain open, certain
markers may not always reflect significant price and rate movements.

THE EURO

The single currency for the European Economic and Monetary Union ("EMU"),
the Euro, is scheduled to replace the national currencies for participating
member countries over a period that begins on January 1, 1999 and ends in
July 2002. At the end of that period, use of the Euro will be compulsory
and countries in the EMU will no longer maintain separate currencies in any
form. Until then, however, each country and issuers within each country are
free to choose whether to use the Euro.

On January 1, 1999, existing national currencies became denominations of
the Euro at fixed rates according to practices prescribed by the European
Monetary Institute and the Euro became available as a book-entry currency.
On or about that date, member states to began conducting financial
market transactions in Euro and redenominating many investments, currency
balances and transfer mechanisms into Euro. The portfolio also anticipates
pricing, trading, settling and valuing investments whose nominal values
remain in their existing domestic currencies in Euro. Accordingly, the
portfolio expects the conversion to the Euro to impact investments in
countries that will adopt the Euro in all aspects of the investment
process, including trading, foreign exchange, payments, settlements, cash
accounts, custody and accounting. Some of the uncertainties surrounding the
conversion to the Euro include:

. Will the payment and operational systems of banks and other financial
institutions be ready by the scheduled launch date?

. Will the conversion to the Euro have legal consequences on outstanding
financial contracts that refer to existing currencies rather than
Euro?

. How will existing currencies be exchanged into Euro?

. Will suitable clearing and settlement payment systems for the new
currency be created?

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

A forward foreign currency contract involves an obligation to purchase or
sell a specific amount of currency at a future date or date range at a
specific price. In the case of a cancelable forward contract, the holder
has the unilateral right to cancel the contract at maturity by paying a
specified fee. Forward foreign currency exchange contracts differ from
foreign currency futures contracts in certain respects. Unlike futures
contracts, forward contracts:

. Do not have standard maturity dates or amounts (i.e., the parties to
the contract may fix the maturity date and the amount).

. Are traded in the Inter-bank markers conducted directly between
currency traders (usually large commercial banks) and their customers,
as opposed to futures contracts which are traded in only on exchanges
regulated by the CFTC.

. Do not require an initial margin deposit.

. May be closed by entering into a closing transaction with the currency
trader who is a party to the original forward contract, as opposed to
a commodities exchange.

FOREIGN CURRENCY HEDGING STRATEGIES

A "settlement hedge" or "transaction hedge" is designed to protect the
portfolio against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is made
or received. Entering into a

13
<PAGE>

forward contract for the purchase or sale of the amount of foreign currency
involved in an underlying security transaction for a fixed amount of U.S.
dollars "locks in" the U.S. dollar price of the security. The portfolio may also
use forward contracts to purchase or sell a foreign currency when it anticipates
purchasing or selling securities denominated in foreign currency, even if it has
not yet selected the specific investments.

The portfolio may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both positive
and negative currency fluctuations, but would not offset changes in security
values caused by other factors. The portfolio could also hedge the position by
selling another currency expected to perform similarly to the currency in which
the portfolio's investment is denominated. This type of hedge, sometimes
referred to as a "proxy hedge," could offer advantages in terms of cost, yield,
or efficiency, but generally would not hedge currency exposure as effectively as
a direct hedge into U.S. dollars. Proxy hedges may result in losses if the
currency used to hedge does not perform similarly to the currency in which the
hedged securities are denominated.

Transaction and position hedging do not eliminate fluctuations in the underlying
prices of the securities that the portfolio owns or intends to purchase or
sell. They simply establish a rate of exchange that one can achieve at some
future point in time. Additionally, these techniques tend to minimize the risk
of loss due to a decline in the value of the hedged currency and to limit any
potential gain that might result from the increase in value of such
currency.

The portfolio may enter into forward contracts to shift its investment exposure
from one currency into another. Such transactions may call for the delivery of
one foreign currency in exchange for another foreign currency, including
currencies in which its securities are not then denominated. This may include
shifting exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes known as
a "cross-hedge," will tend to reduce or eliminate exposure to the currency that
is sold, and increase exposure to the currency that is purchased. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but will
cause the portfolio to assume the risk of fluctuations in the value of the
currency it purchases. Cross hedging transactions also involve the risk of
imperfect correlation between changes in the values of the currencies
involved.

It is difficult to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, the portfolio may have to purchase additional foreign currency on
the spot market if the marker value of a security it is hedging is less than the
amount of foreign currency it is obligated to deliver. Conversely, the portfolio
may have to sell on the spot market some of the foreign currency it received
upon the sale of a security if the market value of such security exceeds the
amount of foreign currency it is obligated to deliver.

STOCK EXCHANGE AND MARKET RISK

The adviser anticipates that in most cases an exchange or over-the-counter (OTC)
market located outside of the United States will be the best available market
for foreign securities. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as those in the United States,
and securities of some foreign issuers may be less liquid and more volatile than
securities of comparable U.S. issuers, Foreign security trading, settlement and
custodial practices are often less developed than those in U.S. markets. This
may lead to increased risk or substantial delays in case of a failed trade or
the insolvency of, or breach of duty by, a foreign broker-dealer securities
depository or foreign sub-custodian In addition, the costs associated with
foreign investments, including withholding taxes, brokerage commissions and
custodial coats, are generally higher than with U.S. investments.

LEGAL SYSTEM AND REGULATION RISKS

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting, and auditing standards. Corporate
financial information that would be disclosed under U.S. law may not be
available. Foreign accounting and auditing standards may render a foreign
corporate balance sheet more difficult to understand and interpret than one
subject to U.S. law and standards. Foreign markets may offer less protection to
investors than U.S. markets such as:

. Foreign accounting, auditing, and financial reporting requirements may render
a foreign corporate balance sheet more difficult to understand and interpret
than one subject to U.S. law and standards.

. Adequate public information on foreign issuers may not be available, and
it may be difficult to secure dividends and information regarding corporate
actions on a timely basis.

14
<PAGE>

. In general, there is less overall governmental supervision and regulation
of securities exchanges, brokers, and listed companies than in the United
States.

. OTC markets tend to be less regulated than stock exchange markets and, in
certain countries, may be totally unregulated.

. Economic or political concerns may influence regulatory enforcement and
may make it difficult for investors to enforce their legal rights.

. Restrictions on transferring securities within the United States or to U.S.
persons may make a particular security less liquid than foreign securities
of the same class that are not subject to such restrictions.

EMERGING MARKETS

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have (1) relatively unstable governments, (2) may
present the risks of nationalization of businesses, restrictions on foreign
ownership and prohibitions on the repatriation of assets, and (3) may have
less protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may
be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of holdings difficult or impossible at times.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries the portfolio may recover a portion of the
taxes, the portion they cannot recover will reduce the income the portfolio
receives from its investments. The portfolio does not expect such foreign
withholding taxes to have a significant impact on performance.

There are over 130 countries which, in the opinion of the adviser, are
generally considered to be emerging or developing countries by the
international financial community, approximately 40 of which have stock
markets. These countries generally include every national in the world except
the United States, Canada, Japan, Australia, New Zealand, and most nations
located in Western Europe. Investing in many emerging countries is not
feasible or may involve unacceptable political risks.

INVESTMENT FUNDS

Some emerging countries have laws and regulations that currently preclude
direct foreign investment in the securities of their companies. However,
indirect foreign investment in the securities of companies listed and traded
on the stock exchanges in these countries is permitted by certain emerging
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. If the portfolio invests in such
investment funds, the portfolio's shareholders will bear not only their
proportionate share of the expenses of the portfolio (including operating
expenses and the fees of the adviser), but also will bear indirectly bear
similar expenses of the underlying investment funds.

AMERICAN DEPOSITARY RECEIPTS (ADRS)

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally trade on an established market in the United States or
elsewhere. A custodian bank or similar financial institution in the issuer's
home country holds the underlying shares in trust. The depository bank may not
have physical custody of the underlying securities at all times and charge
fees for various services, including forwarding dividends and interest and
corporate actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, ADRs
continue to be subject to many of the risks associated with investing directly
in foreign securities.

INVESTMENT COMPANIES
- --------------------------------------------------------------------------------

<PAGE>

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
management fee paid by the portfolio.

The Fund has received permission from the SEC to allow 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 DSI Money Market Portfolio, provided that the
investment is consistent with the portfolio's investment policies and
restrictions. Based upon the portfolio's assets invested in the UAM 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 UAM DSI Money Market Portfolio. The investing portfolio will bear
expenses of the UAM DSI Money Market Portfolio on the same basis as all of the
shareholders of the UAM DSI Money Market Portfolio.

REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
In a repurchase agreement, the portfolio buys a security for a relatively
short period (usually not more than 7 days) and simultaneously agrees to sell
it back at a specified date and price. The portfolio normally uses repurchase
agreements to earn income on assets that are not invested. The portfolio will
require the counter-party to the agreement to deliver securities serving as
collateral for each repurchase agreement to its custodian either physically or
in book-entry form. The counter party must add to the collateral whenever the
price of the repurchase agreement rises (i.e., the borrower "marks to the
market" on a daily basis).

If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, the portfolio's right to sell the
security may be restricted. In addition, the value of the security might
decline before the portfolio can sell it and the portfolio might incur
expenses in enforcing its rights.

RESTRICTED SECURITIES
- --------------------------------------------------------------------------------
The portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under
the supervision of the Fund's board, 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 the
portfolio investment limitations. The price 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.

SECURITIES LENDING
- --------------------------------------------------------------------------------
To earn additional income, the portfolio may lend up to one-third of its total
assets (including the value of the collateral for the loans) at fair market
value to broker-dealers or other financial institutions. The portfolio may
reinvest any cash collateral in short-term securities and money market funds.
The portfolio will only lend its securities if:

. The borrower provides collateral at least equal to the market value of the
securities loaned.

. The collateral pledged and maintained by the borrower must consist of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U.S. government.

. The borrower adds to the collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily basis).

. The portfolio can terminate the loan at any time, and

. The portfolio receives reasonable interest on the loan (which may include
the portfolio investing any cash collateral in interest bearing short-term
investments).

These risks are similar to the ones involved with repurchase agreements. When
the portfolio lends securities, there is a risk that it will lose money
because the borrower fails to return the securities involved in the
transaction. In addition, the borrower may become financially unable to honor
its contractual obligations, which may delay or prevent the portfolio from
liquidating the collateral.

<PAGE>

SHORT-TERM INVESTMENTS
- --------------------------------------------------------------------------------
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.

BANK OBLIGATIONS

The portfolio will only invest in a security issued by a commercial bank if
the bank:

. Has total assets of at least $1 billion, or the equivalent in other
currencies;

. Is a U.S bank and a member of the Federal Deposit Insurance
Corporation; and

. Is a foreign branch of a U.S. bank and the adviser believes the
security is of an investment quality comparable with other debt
securities that the portfolio may purchase.

TIME DEPOSITS

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term
with the understanding that the depositor can withdraw its money only by
giving notice to the institution. However, there may be early withdrawal
penalties depending upon market conditions and the remaining maturity of
the obligation. The portfolio may only purchase time deposits maturing
from two business days through seven calendar days.

CERTIFICATES OF DEPOSIT

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a
definite period of time and earning a specified return.

BANKER'S ACCEPTANCE

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).

COMMERCIAL PAPER

Commercial paper constitutes short-term obligations with maturities ranging
from 2 to 270 days issued by banks, corporations and other borrowers. Such
investments are unsecured and usually discounted. The portfolio may invest
in commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's, or, if not rated, issued by a corporation having an outstanding
unsecured debt issue rated A or better by Moody's or by S&P. See Appendix A
for a description of commercial paper ratings.

U.S. GOVERNMENT SECURITIES

The portfolio may buy debt securities that are issued or guaranteed by the
U.S. Treasury or by an agency or instrumentality of the U.S. government.
Some U.S. government securities, such as Treasury bills, notes and bonds
are supported by the full faith and credit of the U.S. government. Others,
however, are supported only by the right of the instrumentality to borrow
from the U.S. government.

While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. U.S. government securities
are subject to the same interest rate and credit risks as other fixed
income securities. However, since U.S. government securities are of the
highest quality, the credit risk is minimal. The U.S. government
does not guarantee the net asset value of the assets of the portfolio.

CORPORATE BONDS

The portfolio may buy corporate bonds and notes that are considered
investment grade securities. Investment grade securities have received one of
the four highest grades assigned by a rating agency, or determined to be of
comparable quality by the adviser. Corporations issue bonds and notes to raise
money for working capital or for capital expenditures such as plant

17
<PAGE>

construction, equipment purchases and expansion. In return for the money
loaned to the corporation by investors, the corporation promises to pay
investors interest, and repay the principal amount of the bond or note.

Like other debt securities, corporate debt securities involve a risk that the
corporate issuer will not make timely payment of either interest or
principal, or may default entirely. In addition, the market price of corporate
debt securities may go down because of changes in interest rates.

WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a
market exists, but which have not been issued. In a forward delivery
transaction, the portfolio contracts to purchase securities for a fixed price
at a future date beyond customary settlement time. "Delayed delivery" refers
to securities transactions on the secondary market when settlement occurs in
the future. In each of these transactions, the parties fix the payment
obligation and the interest rate that they will receive on the securities at
the time the parties enter the commitment, however, they do not pay money or
delivery securities until a later date. Typically, no income accrues on
securities the portfolio has committed to purchase before the securities are
delivered, although the portfolio may earn income on securities it has in a
segregated account. The portfolio will only enter into these types of
transactions with the intention of actually acquiring the securities, but may
sell them before the settlement date.

The portfolio uses when-issued, delayed-delivery and forward delivery and
forward delivery transactions to secure what it considers an advantageous
price and yield at the time of purchase. When the portfolio engages in when-
issued, delayed-delivery and forward delivery transactions, it relies on the
other party to consummate the sale. If the other party fails to complete the
sale, the portfolio may miss the opportunity to obtain the security at a
favorable price or yield.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because the portfolio does not pay for the security until the delivery date,
these risks are in addition to the risks associated with its other
investments.

The portfolio will segregate cash and liquid securities equal in value to
commitments for the when-issued, delayed-delivery or forward delivery
transaction. The portfolio will segregate additional liquid assets daily so
that the value of such assets is equal to the amount of its commitments.

INVESTMENT POLICIES

Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall (with the exception
of a limitation relating to borrowing) 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 investment limitations of the
portfolio.

18
<PAGE>

FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------

The following investment limitations are fundamental, which means the
portfolio cannot change them without approval by the vote of a majority of the
outstanding voting securities of the portfolio, as defined by the 1940 Act.
The portfolio will not:

. Borrow except from banks and as a temporary measure for extraordinary
or emergency purposes and then, in no event, in excess of 33 1/3% of the
portfolio's gross assets valued at the lower of market or cost.

. Invest in physical commodities or contracts on physical commodities.

. Invest more than 25% of its total assets in companies within a single
industry; however, there are no limitations on investments made in
instruments issued or guaranteed by the U.S. government and its
agencies when the portfolio adopts a temporary defensive position.

. Issue senior securities, as defined in the 1940 Act; except that this
restriction shall not be deemed to prohibit the portfolio from (1) making
any permitted borrowings, mortgages or pledges, or (2) entering into
options, futures or repurchase transactions.

. Make loans, except 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 other
financial institutions so long as the loans are not inconsistent with the
Company 1940 Act and the rules and regulations or interpretations of the
SEC.

. 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.

. Underwrite to securities of other issuers.

NON-FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------

In addition to the policies described above, the following limitations are
non-fundamental (i.e., the portfolio may change them without shareholder
approval) policies. The portfolio will not:

. With respect to 50% 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 U.S.
government or any of its agencies or instrumentalities).

. With respect to 50% of its assets, purchase more than 10% of any class
of the outstanding voting securities of any issuer.

. Invest in stock or bond futures and/or option on futures unless (1) 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 (2) not more than 20% of the portfolio's assets are invested in
stock or bond futures and options.

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

. Invest more than an aggregate of 15% of the net assets of the portfolio,
determined at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there are no
readily available markets, including repurchase agreements having
maturities of more than seven days. Swap transactions may be considered
illiquid securities.

. Invest, not inconsistent with the aforementioned limit, more than 25% of
its total assets in non-publically 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 un4er
such Act.

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

19
<PAGE>

. Purchase additional securities when borrowings exceed 5% of total assets.

. Purchase more than 10% of its total assets, measured at the time of
investment, in lower quality debt securities, otherwise known as "junk
bonds".

. Purchase or sell OTC options or OTC options on futures contracts, if, as a
result of such transaction, the aggregate sum of the market value of the
OTC option, the market value of the underlying securities covered by OTC
call options currently outstanding, and margin deposits on the existing OTC
options exceed 15% of the net assets of the portfolio, taken at market
value, together with all other assets of the portfolio which are illiquid
or are not otherwise readily marketable. However, OTC options 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 unconditional
contractual right to purchase such OTC option form the dealer at the
predetermined price, than 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". The repurchase price with the
primary dealer 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".

. Purchase on margin or sell short, except as permitted herein.

MANAGEMENT OF THE FUND

The business of the Fund is managed by its governing board, which, in turn,
elects officers who are responsible for the day-to-day operations of the Fund
and who execute policies formulated by the board. The Fund pays each board
member who is not also an officer or affiliated person (independent board
member) a $150 quarterly retainer fee per active portfolio per quarter and a
$2,000 meeting fee. In addition, each independent board member is reimbursed for
travel and other expenses incurred while attending board meetings. The $2,000
meeting fee and expense reimbursements are aggregated for all of the board
members and allocated proportionately among the portfolios of the UAM Funds
complex. The Fund does not pay the remaining board members, each of whom are
affiliated with the Fund, for their services as board members. UAM or its
affiliates or CGFSC pay the Fund's officers.

The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth, address,
principal occupations during the past five years, aggregate compensation
received from the Fund and total compensation received from the UAM Funds
complex. Those people with an asterisk beside their are "interested persons" of
the Fund as that term is defined in the 1940 Act.

<PAGE>

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
POSITION COMPENSATION FROM FROM UAM
WITH REGISTRANT AS OF FUNDS COMPLEX AS OF
NAME, ADDRESS, DOB FUND PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS OCTOBER 31, 1998 OCTOBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nancy J. Dunn Director Financial Officer of World Wildlife Fund since 1999. $29,465 $37,000
10 Garden Street Formerly, Vice President for Finance and Administration
Cambridge, MA 02138 and Treasurer of Radcliffe College from 1991 to 1999.
8/14/51
- ------------------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Director Executive Vice President and Chief Administrative
100 King Street West Officer of Philip Services Corp., Formerly, a Partner
P.O. Box 2440, LCD-1, in the Philadelphia office of the law firm Dechert
Hamilton Ontario, Price & Rhoads; Director, Hofler Corp.
Canada L8N-4J6
4/21/42
- ------------------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Director Executive Vice President and Chief Administrative $29,465 $37,000
100 King Street West Officer of Philip Services Corp., Formerly, a
P.O. Box 2440, LCD-1, Partner in the Philadelphia office of the law
Hamilton Ontario, firm Dechert Price & Rhoads; Director, Hofler Corp.
Canada L8N-4J6
4/21/42
- ------------------------------------------------------------------------------------------------------------------------------------
Philip D. English Director President and Chief Executive Officer of Broventure
16 West Madison Street Company, Inc., Chairman of the Board of Chektee
Baltimore, MD 21201 Corporation and Cybor Scientific, Inc.
8/5/48
- ------------------------------------------------------------------------------------------------------------------------------------
Philip D. English Director President and Chief Executive Officer of Broventure $29,465 $37,000
16 West Madison Street Company, Inc., Chairman of the Board of Chektee
Baltimore, MD 21201 Corporation and Cyber Scientific, Inc.
8/5/48
- ------------------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer* Director, Chairman, Chief Executive Officer and a Director of 0 0
One International Place President United Asset Management Corporation; Director, Partner
Boston, MA 02110 and or Trustee of each of the Investment Companies of the
3/21/35 Chairman Eaton Vance Group of Mutual Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Director President and Chief Investment Officer of Dewey 0 0
One Financial Center Square Investors Corporation since 1988, Director
Boston, MA 02111 and Chief Executive Officer of H.T. Investors, Inc.,
7/1/43 formerly a subsidiary of Dewey Square.
- ------------------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Director Vice President of UAM Investment Services, Inc. and 0 0
211 Congress Street UAM Trust Company since January 1996; Principal of
Boston, Ma 02110 UAM Fund Distributors, Inc. since December 12, 1995;
2/24/53 formerly a Director and Chief Operating Officer of CS
First Boston Investment Management from 1993-1995.
- ------------------------------------------------------------------------------------------------------------------------------------
William H. Park Vice Executive Vice President and Chief Financial Officer 0 0
One International Place President of United Asset Management Corporation.
Boston, MA 02110
9/19/47
- ------------------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI, formerly Vice 0 0
211 Congress Street President of Operations, Development and Control
Boston, MA 02110 of Fidelity Investments in 1995; Treasurer of the
7/4/51 Fidelity Group of Mutual Funds from 1991 to 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21
<PAGE>

__________

CODE OF ETHICS

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

PRINCIPAL HOLDERS OF SECURITIES

As of February 8, 1999, the members of the governing board and officers of the
Fund as a group owned less than 1% of the Fund's outstanding shares.

As of February 8, 1999, the following persons or organizations held of record or
beneficially 5% or more of the shares of the portfolio.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER PERCENTAGE OF SHARES OWNED CLASS
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
UNISYS 72.05% Institutional Class Shares
Township Line & Union Meeting Road
PO Box 500
Blue Bell, PA 19424
- ----------------------------------------------------------------------------------------------
Sunford Management Company 12.52% Institutional Class Shares
2770 Sandhill road
Menlo Park, CA 94025
- ----------------------------------------------------------------------------------------------
RJR Nabisco Inc. 5.38% Institutional Class Shares
</TABLE>

<PAGE>

--------------------------------------------------------------------------
Defined Benefit Master Trust
301 N. Main Street
Winston Salem, No 27101
--------------------------------------------------------------------------

Any persons or organizations listed above as 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 ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

CONTROL OF ADVISER

The adviser is located at Two International Place, 26/th/ Floor, Boston, MA
02110. The adviser is a wholly-owned subsidiary of UAM and provides
investment management services to corporations, pension and profit-sharing
plans, 401(k) and thrift plans, trusts, estates and other institutions and
individuals.

UAM is 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 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. Several UAM
Affiliated Firms also act as investment advisers to separate series or
portfolios of the UAM Funds complex.

INVESTMENT ADVISORY AGREEMENT

SERVICE PERFORMED BY ADVISER

Pursuant to the Investment Advisory Agreement (Advisory Agreement) between
the Fund, on behalf of the portfolio, and the adviser, the adviser has
agreed to:

. Manage the investment and reinvestment of the assets of the portfolio.

. Continuously review, supervise and administer the investment program of the
portfolio.

. Determine in its discretion the securities the portfolio will buy or sell
and the portion of its assets such portfolio will hold uninvested

LIMITATION OF LIABILITY

In the absence of (1) willful misfeasance, bad faith, or gross negligence of the
part of the adviser in the performance of its obligations and duties under the
Advisory Agreement, (2) reckless disregard by the adviser of its obligations and
duties under the Advisory Agreement, or (3) 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 Advisory Agreement.

CONTINUING AN ADVISORY AGREEMENT

<PAGE>

Fund or a majority of the shareholders of the portfolio. An Advisory
Agreement may be terminated at any time by the Fund, without the payment of
any penalty, by vote of a majority of the portfolio shareholders on 60
days' written notice to the adviser. The adviser may terminate the Advisory
Agreements at any time, without the payment of any penalty, upon 90 days'
written notice to the Fund. An Advisory Agreement will automatically and
immediately terminate if it is assigned.

INVESTMENT ADVISORY FEE

For its services, the portfolio pays the advisers a fee in monthly
installments at the annual rate of 1.00% of the portfolio's average net
assets. For more information see "EXPENSES" below.

EXPENSE LIMITATION

The adviser may voluntarily agree to limit the expenses of the portfolio.
The adviser may further reduce its compensation to the extent that the
expenses of the portfolio exceeds such lower expense limitation as the
adviser may, by notice to the portfolio, declare to be appropriate. The
expenses subject to this limitation are exclusive of brokerage commissions,
interest, taxes, deferred organizational and extraordinary expenses and, if
the Fund has a distribution plan, payments required under such plan. The
prospectus describes the terms of any expense limitation that are in effect
from time to time.

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 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 SAI, the adviser's representative institutional
clients included USAir, Inc., E.I. DuPont de Nemours Co., Inc., Fluor
Corporation, RIR 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.

DISTRIBUTOR
- --------------------------------------------------------------------------------
UAMFDI serves as the Fund's distributor. The Fund offers its shares
continuously. While UAMFDI will use its best efforts to sell shares of the
Fund, it is not obligated to sell any particular amount of shares. UAMFDI
receives no compensation for its services. UAMFDI, an affiliate of UAM, is
located at 211 Congress Street, Boston, Massachusetts 02110.

24
<PAGE>

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

ADMINISTRATOR

Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend
disbursing and transfer agent services for the Fund. UAMFSI, an affiliate
of UAM, has its principal office at 211 Congress Street, Boston,
Massachusetts 02110.

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.

. Salaries and fees of officers and members of the Board who are not
officers, directors, shareholders or employees of an affiliate of UAM,
including UAMFSI, UAMFDI or the adviser.

. 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 service, 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.

. Any extraordinary expenses and other customary Fund Expenses.

Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided the board specifically approves such
continuance at least annually. The Board of UAMFSI may terminate the Fund
Administration Agreement, without penalty, 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 Fund
Administration Agreement. Such person or persons may be officers and
employees who are employed by both UAMFSI and the Fund. UAMFSI will pay
such person or persons for such employment. The Fund will not incur any
obligations with respect to such persons.

SUB-ADMINISTRATOR

UAMFSI has subcontracted some of the its administrative and fund accounting
services to CGFSC, an affiliate of The Chase Manhattan Bank, under a Mutual
Funds Service Agreement dated October 26,1998. CGFSC is located at 73
Tremont Street, Boston, Massachusetts 02108.

25
<PAGE>

SUB-TRANSFER AGENT AND SUB-SHAREHOLDER SERVICING AGENT

UAMFSI has subcontracted its transfer agent and dividend-disbursing agent
services to DST Systems, Inc. under an Agency Agreement between UAMFSI and
DST Systems Inc. DST Systems, Inc., is located at P.O. Box 419534, Kansas
City, Missouri 64141-6534.

UAMSSC serves as sub-shareholder servicing agent for the Fund under an
agreement between UAMSSC and UAMFSI. The principal place of business of
UAMSSC is 825 Duportail Road, Wayne, Pennsylvania 19087.

ADMINISTRATIVE FEES

In exchange for administrative services, the portfolio pays a four-part fee
to UAMFSI as follows:

A. The portfolio specific fee to UAMFSI calculated from the aggregate net
assets of the portfolio at the annual rate of 0.06%

B. An annual base fee that UAMFSI pays to CGFSC for its sub-
administration and other services calculated at the annual rate of
$52,500 for the first operational class; $7,500 for each additional
operational class; and 0.039% of their pro rata share of the combined
assets of the UAM Funds.

C. An annual base fee that UAMFSI pays to DST Systems, Inc. for its
services as transfer agent and dividend-disbursing agent equal to
$10,500 for the first operational class and $10,500 for each
additional class.

D. An annual base fee that UAMFSI pays to UAMSSC for its services as
sub-shareholder-servicing agent equal to $7,500 for the first
operational class and $2,500 for each additional class.

The portfolio also pays certain account and transaction fees and out-of-
pocket expenses that may be based on the number of open and closed
accounts, the type of account or the services provided to the account.

SHAREHOLDER SERVICING ARRANGEMENTS

UAM and any of its 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, the portfolio or
any class of shares of the portfolio. The person making such payments may
do so out of its revenues, its profits or any other source available to it.
Such services arrangements, when in effect, are made generally available to
all qualified service providers. The adviser may also compensate its
affiliated companies for referring investors to the portfolios.

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 PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts
02110, serves as independent accountants for the Fund.

26
<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

SELECTION OF BROKERS
- --------------------------------------------------------------------------------
The Advisory Agreement authorizes the adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities
for the portfolio. The Advisory Agreement also directs the adviser to use
its best efforts to obtain the best execution with respect to all
transactions for the portfolio. The adviser may select brokers based on
research, statistical and pricing services they provide to the adviser.
Information and research provided by a broker will be in addition to, and
not instead of, the services the adviser is required to perform under the
Advisory Agreement. In so doing, 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 practice of the Fund to allocate brokerage or effect
principal transactions with dealers based on sales of shares that a broker-
dealer firm makes. However, the Fund may place trades with qualified
broker-dealers who recommend the Fund or who act as agents in the purchase
of Fund shares for their clients.

SIMULTANEOUS TRANSACTIONS
- --------------------------------------------------------------------------------
The adviser makes investment decisions for the portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the
same security for more than one client. The adviser strives to allocate
such transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating
such transactions, the Fund's governing board periodically reviews the
various allocation methods used by the adviser, and the results of such
allocations.

BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------

EQUITY SECURITIES

Generally, equity securities are bought and sold through brokerage
transactions for which commissions are payable. Purchases from underwriters
will include the underwriting commission or concession, and purchases from
dealers serving as market makers will include a dealer's mark-up or reflect
a dealer's mark-down.

DEBT SECURITIES

Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, each Fund will
not pay brokerage commissions for such purchases. When a debt security is
bought from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the
dealer's mark up or reflect a dealer's mark down. When the portfolio
executes transactions in the over-the-counter market, it will deal with
primary market makers unless prices that are more favorable are otherwise
obtainable.

CAPITAL STOCK AND OTHER SECURITIES

27
<PAGE>

issued and paid for, the shares of each series and class of the Fund are
fully paid and nonassessable, and have no pre-emptive rights or preference
as to conversion, exchange, dividends, retirement or other features.

The shares of each series and class have non-cumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of members of the governing board can elect all of the members if
they choose to do so. On each matter submitted to vote of the shareholders,
a shareholder is entitled to one more 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. Shares of all classes will vote together as a
single class except when otherwise required by law or as determined by the
members of the Fund's governing board.

If the Fund is liquidated, the shareholders of the portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio,
or in the case of a class, belonging to that portfolio and allocable to
that class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held
by them and recorded on the books of the Fund. The liquidation of any
portfolio or class thereof may be authorized at any time by vote of a
majority of the members of the governing board.

The governing board has authorized three classes of shares, Institutional,
Institutional Service and Adviser. The three classes represent interests in
the same assets of the portfolio and except as discussed below, are
identical in all respects. Unlike Institutional and Adviser Class Shares,
Institutional 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 Adviser Class Shares impose a sales load on
purchases. The classes also have different exchange privileges. The net
income attributable to Institutional Service Class and the dividends
payable on Institutional Service Class Shares will be reduced by the
amount of the shareholder servicing and distribution fees; accordingly, the
net asset value of the Institutional Service Class Shares will be reduced
by such amount to the extent the portfolio has undistributed net income.

The Fund will not hold annual meetings except when required to by the
Company 1940 Act of or other applicable law.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund tries to distribute substantially all of the net investment income
of the portfolio and realized capital gains so as to avoid income taxes on
its dividends and distributions and the imposition of the federal excise
tax on undistributed income and capital gains. However, the Fund cannot
predict the time or amount of any such dividends or distributions.

Distributions by the portfolio reduce its net asset value ("NAV"). A
distribution that reduces the NAV of the portfolio below its cost basis is
taxable as described in the prospectus of the portfolio, although from an
investment standpoint, it is a return of capital. In you buy shares of the
portfolio on or before the "record date" - the date that establishes which
shareholders will receive an upcoming distribution - for a distribution,
you will receive some of the money you invested as a taxable distribution.

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.

The portfolio will be treated as a separate entity (and hence as a separate
"regulated investment company") for federal tax purposes. The portfolio
will distribute its net capital gains to its investors, but will not offset
(for federal income tax purposes) such gains against any net losses of
another portfolio.

<PAGE>

PURCHASE REDEMPTION AND PRICING OF SHARES

PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of the portfolio are purchased in this manner, the
Service Agent must receive your investment order before the close of
trading on the New York Stock Exchange ("NYSE") and transmit it to UAMSSC
before the close of its business day to receive that day's share price.
UAMSSC must receive proper payment for the order by the time the portfolio
is priced on the following business day. Service Agents are responsible to
their customers and the Fund for timely transmission of all subscription
and redemption requests, investment information, documentation and money.

Purchases of shares of the portfolio 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 reserves the right in its sole discretion 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.

IN-KIND PURCHASES

If accepted by the Fund, shareholders may purchase shares of the portfolio
in exchange for securities that are eligible for acquisition by the
portfolio. Securities to be exchanged that 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 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 for the
issuer. Securities acquired through an in-kind purchase will be acquired
for investment and not for immediate resale.

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

. At the time of exchange, such securities are eligible to be 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
exchanged are liquid securities and not subject to any restrictions
upon their sale by the portfolio under the Securities Act of 1933, or
otherwise.

. 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 upon exchange may realize a
gain or loss for Federal income tax purposes depending upon the cost of
securities or local currency exchanged. Investors interested in such
exchanges should contact the adviser.

REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
When you redeem, your shares may be worth more or less than the price you
paid for them depending on the market value of the investments held by the
portfolio.

BY MAIL

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.

29
<PAGE>

. Any required signature guarantees (see "SIGNATURE GUARANTEES").

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

BY TELEPHONE

The following tasks cannot be accomplished by telephone:

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

. Redemption of certificated shares by telephone.

The Fund and 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 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 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,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

REDEMPTIONS-IN-KIND

If the governing board 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
brokerage charges on the sale of portfolio securities received in payment
of redemptions.

However, 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 governing board believes 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 under "Valuation of Shares." A
redeeming shareholder would normally incur brokerage expenses if these
securities were converted to cash.

SIGNATURE GUARANTEES

To protect your account, the Fund and its sub-transfer agent from fraud,
signature guarantees are required for certain redemptions. The purpose of
signature guarantees is to verify the identity of the person who has
authorized a redemption from your account.

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 that 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.

30
<PAGE>

OTHER REDEMPTION INFORMATION

Normally, the Fund will pay for all shares redeemed under proper procedures
within one business day of and no more than seven days after the receipt of
the request, or earlier if required under applicable law. The Fund may
suspend the right of redemption or postpone the date at times when both the
NYSE and Custodian Bank are closed, or under any emergency circumstances
determined by the SEC.

The Fund may suspend redemption privileges or postpone the date of payment:

. During any period that both the NYSE and custodian bank are closed, or
trading on the NYSE is restricted as determined by the Commission.

. 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 portfolio to dispose of securities owned by it, or to fairly
determine the value of its assets.

. For such other periods as the Commission may permit.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios
qualified for sale in the shareholder's state of residence. Exchanges are
based on the respective net asset values of the shares involved. The
Institutional Class and Institutional Service Class Shares of UAM Funds do
not charge a sales commission or charge of any kind.

Neither the Fund nor any of its service providers will be responsible for
the authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any
time. Such instructions may include limiting the amount or frequency of
exchanges and may be for the purpose of assuring such exchanges do not
disadvantage the Fund and its shareholders.

TRANSFER OR SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of portfolio to another person by making a
written request to the Fund. Your request should clearly identify the
account and number of shares you wish to transfer. All registered owners
should sign the request 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 "Signature Guarantees." As in the case of redemptions, the
written request must be received in good order before any transfer can be
made.

VALUATION OF SHARES
- --------------------------------------------------------------------------------
The Fund does not price its shares on those days when the New York Stock
Exchange is closed, which are currently: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day; Good Friday; Memorial Day; Independence
Day; Labor Day; Thanksgiving Day; and Christmas Day.

EQUITY SECURITIES

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 asked
priced 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.

DEBT SECURITIES

Debt securities are valued according to the broadest and most
representative market, which will ordinarily be the over-the-counter
market. Debt securities may be valued based on 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.

31
<PAGE>

OTHER ASSETS

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 governing board.

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. 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 the Fund 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 the method
used to compute or express performance follows.

Performance is calculated separately for Institutional Class and Service
Class Shares. Dividends paid by 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 incremental transfer agency costs relating to Service Class Shares will
be borne exclusively by that class.

TOTAL RETURN
- --------------------------------------------------------------------------------

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 return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the entire
period.

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 one, five and ten-year period
and the deduction of all applicable Fund expenses on an annual basis. Since
Institutional Service Class Shares bear additional service and distribution
expenses, their average annual total return will generally be lower than
that of the Institutional Class Shares.

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 and 10 year periods at the end
of the 1, 5 or 10 year periods (or fractional portion
thereof).

The average annual total rates of return of the Institutional Class Shares
of the portfolio as of October 31, 1998, are as follows:

<TABLE>
<CAPTION>
Since Inception
One Year Ended Five Years Ended Through Year Ended
October 31, 1998 October 31, 1998 October 31, 1998 Inception Date
One Year Ended Five Years Ended Since Inception Inception Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
</TABLE>

32
<PAGE>

Acadian Emerging Markets Portfolio
Institutional Class Shares 6/17/93

Acadian Emerging Markets Portfolio
Institutional Class Shares -36.00% -8.19% -5.45% 6/17/93

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

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 Institutional Service Class Shares bear additional service
and distribution expenses, their yield will generally be lower than that of
the Institutional Class Shares.

Yield is obtained using the following formula:

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

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
- --------------------------------------------------------------------------------
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
described in the portfolio' SAI. This information may also be included in
sales literature and advertising.

To help investors better evaluate how an investment in the 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 that
may be used.

In assessing such comparisons of performance, an investor should keep in mind
that the composition of the investments in the reported indices and averages
is not identical to the composition of investments in the 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 the
portfolio to calculate its performance. In addition, there can be no assurance
that the portfolio will continue this performance as compared to such other
averages.

TAXES

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, 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 of currencies, as applicable.

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

33
<PAGE>

If for any taxable year the portfolio does not qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, all of
the portfolio's taxable income would be subject to tax at regular corporate
rates without any deduction for distributions to shareholders. In this
event, the portfolio's distributions to shareholders would be taxable as
ordinary income to the extent of the current and accumulated earnings and
profits of the particular portfolio, and would be eligible for the
dividends received deduction in the case of corporate shareholders. The
portfolio intends to qualify as a "regulated investment company" each year.

Dividends and interest received by the portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes would
reduce the portfolio'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 deductions and credits for foreign taxes.

EXPENSES

<TABLE>
<CAPTION>
INVESTMENT INVESTMENT SUB-
ADVISORY FEES ADVISORY FEES ADMINISTRATOR ADMINISTRATOR BROKERAGE
PAID WAIVED FEE (UAMFSI) FEE (CGFSC) COMMISSIONS
<S> <C> <C> <C> <C> <C>
Acadain Emerging Markets Portfolio
1998 $812,228 -0- $31,634 $82,333 $298,630
1997 $862,391 -0- $51,734 $89,053 $184,776
1996 $551,585 -0- $21,766 $83,905 $181,022
</TABLE>

FINANCIAL STATEMENTS

The financial statements for the portfolio for the fiscal year ended
October 31, 1998, the financial highlights for the respective periods presented,
and the report thereon by PricewaterhouseCoopers LLP, the Fund's independent
accountant, which appear in portfolio's 1998 Annual Report, are incorporated by
reference into this SAI. No other parts are incorporated by reference herein.
Copies of the 1998 Annual Report may be obtained free of charge by telephoning
the UAM Funds at the telephone number appearing on the front page of this
SAI.

<PAGE>

APPENDIX A: DESCRIPTION OF SECURITIES AND RATINGS

MOODY'S INVESTORS SERVICE, INC.
- --------------------------------------------------------------------------------

PREFERRED STOCK RATINGS

aa An issue which is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is a
reasonable assurance the earnings and asset protection
will remain relatively well maintained in the
foreseeable future.

baa An issue which is rated "baa" is considered to be a
medium-grade preferred stock, neither highly protected
nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over
any great length of time.

ba An issue which is rated "ba" is considered to have
speculative elements and its future cannot be
considered well assured. Earnings and asset protection
may be very moderate and not well safeguarded during
adverse periods. Uncertainty of position characterizes
preferred stocks in this class.

caa An issue which is rated "caa" is likely to be in
arrears on dividend payments. This rating designation
does not purport to indicate the future status of
payments.

ca An issue which is rated "ca" is speculative in a high
degree and is likely to be in arrears on dividends with
little likelihood of eventual payments.

c This is the lowest rated class of preferred or preference
stock. Issues so rated can thus be regarded as having
extremely poor prospects of ever attaining any real
investment standing.

NOTE: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: 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.

DEBT RATINGS - TAXABLE DEBT & DEPOSITS GLOBALLY

A-1
<PAGE>

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 rate 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 the 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.

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

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

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

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

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

NOTE: Moody's applies numerical modifiers 1,2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of that generic rating category.

SHORT-TERM PRIME RATING SYSTEM - TAXABLE DEBT & DEPOSITS GLOBALLY

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an
original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated
issuers:

Prime-1 Issuers rated Prime-1 (or supporting institution) have a superior
ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the
following characteristics:

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance
on debt and ample asset protection.

. Broad leading market positions in well-established
industries.

. margins in earnings coverage of fixed financial charges and
high internal cash generation.

. Well-established access to a range of financial markets and
assured sources of alternate liquidity.

A-2

<PAGE>

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligation.
The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt
protection measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATINGS SERVICES
- --------------------------------------------------------------------------------

PREFERRED STOCK RATINGS

AAA This is the highest rating that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely
strong capacity to pay the preferred stock obligations.

AA A preferred stock issue rated AA also qualifies as a high-
quality, fixed-income security. The capacity to pay preferred
stock obligations is very strong, although not as overwhelming as
for issues rated AAA.

A An issue rated A is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more
susceptible to the adverse effects of changes in circumstances
and economic condition.

BBB An issue rated BBB is regarded as backed by an adequate capacity
to pay the preferred stock obligations. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to make payments for a preferred stock in this
category than for issues in the A category.

BB, B, Preferred stock rated BB, B, and CCC are regarded, on balance, as
CCC, predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest
degree of speculation and CCC the highest. While such issues will
likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to
adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is
currently paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

N.R. This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that
Standard & Poor's does not rate a particular type of obligation
as a matter of policy.

Plus (+) or To provide more detailed indications of preferred stock quality,
minus (-) ratings from AA to CCC may be modified by the addition of a plus
or minus sign to show relative standing within the major rating
categories.

A-3

<PAGE>

LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

Nature of and provisions of the obligation;

Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA An obligation rated AAA have the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its
financial commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
still strong.

BBB An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligator
to meet its financial commitment on the obligation.

Obligations rated BB, B, CCC, CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation
and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties
or major risk exposure to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing
uncertainties or exposures to adverse business, financial, or
economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

B An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the capacity
to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair
the obligor's capacity or willingness to meet its financial
commitment on the obligation.

CCC An obligation rated CCC is currently vulnerable to non-payment,
and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on
the obligation. In the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligations.

CC An obligation rated CC is currently highly vulnerable to
nonpayment.

C The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but
payments on this obligation are being continued.

D An obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made on
the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments
will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

PLUS (+) OR MINUS (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

A-4

<PAGE>

currencies, or commodities; obligations exposed to severe prepayment risk-
such as interest-only or principal-only mortgage securities, and
obligations with unusually risky interest terms, such as inverse floaters.

SHORT-TERM ISSUE CREDIT RATINGS

Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days - including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating in which the short-term rating
addresses the put feature, in addition to the usual long-term rating.
Medium-term notes are assigned long-term ratings.

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is strong. Within this
category, certain obligations are designated with a plus sign
(+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligation in higher rating categories. However,
the obligor's capacity to meet its financial commitment on the
obligation is satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of
the obligor to meet its financial commitment on the obligation.

B A short-term obligation rated B is regarded as having significant
speculative characteristics. The obligor currently has the
capacity to meet its financial commitment on the obligation;
however, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial
commitment on the obligation.

D A short-term obligation rated D is in payment default. The D
rating category is used when payments on an obligation are not
made on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments
will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

DUFF & PHELPS CREDIT RATING CO.
- --------------------------------------------------------------------------------

LONG-TERM DEBT AND PREFERRED STOCK

AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA+/AA High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk
factors are more variable in periods of greater economic stress.

BBB+/BBB Below-average protection factors but still considered sufficient
for prudent investment.

BBB- Considerable variability in risk during economic cycles.

A-5

<PAGE>

BB+/BB/B Below investment grade but deemed likely to meet obligations when
B- due. Present or prospective financial protection factors
fluctuate according to industry conditions. Overall quality may
move up or down frequently within this category.

B+/B/B- Below investment grade and possessing risk that obligation will
not be net when due. Financial protection factors will fluctuate
widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the
rating within this category or into a higher or lower rating
grade.

CCC Well below investment-grade securities. Considerable uncertainty
exists as to timely payment of principal, interest or preferred
dividends. Protection factors are narrow and risk can be
substantial within unfavorable economic/industry condition,
and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments. Issuer failed to meet
scheduled principal and/or interest payments.

DP Preferred stock with dividend arrearages.

SHORT-TERM DEBT

HIGH GRADE

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-
free U.S. Treasury short-term obligations.

D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors.
Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk
factors are very small.

GOOD GRADE

D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets
is good. Risk factors are small.

SATISFACTORY GRADE

D-3 Satisfactory liquidity and other protection factors qualify
issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.

NON-INVESTMENT GRADE

D-4 Speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high
degree of variation.

DEFAULT

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

A-6
<PAGE>

FITCH IBCA RATINGS
- --------------------------------------------------------------------------------
INTERNATIONAL LONG-TERM CREDIT RATINGS

INVESTMENT GRADE
AAA Highest credit quality `AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case of
exceptionally strong capacity for timely payment for financial
commitments. This capacity is highly unlikely to be adversely
affected by foreseeable events.

AA Very high credit quality. `AA' ratings denote a very low
expectation of credit risk. They indicate very strong capacity
for timely payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events.

A High credit quality. `A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in circumstances or
in economic conditions than is the case for higher ratings.

B Good credit quality. `BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for
timely payment of financial commitments is considered adequate,
but adverse changes in circumstances and in economic conditions
are more likely to impair this capacity. This is the lowest
investment-grade category.

SPECULATIVE GRADE
BB Speculative. `BB' ratings indicate that there is a possibility of
credit risk developing, particularly as the result of adverse
economic change over time; however, business or financial
alternatives may be available to allow financial commitments to
be met. Securities rated in this category are not investment
grade.

B Highly speculative. `B' ratings indicate that significant credit
risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity
for continued payment is contingent upon a sustained, favorable
business and economic environment.

CCC,CC,C High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained,
favorable business or economic developments. A `CC' rating
indicates that default of some kind appears probable. `C' ratings
signal imminent default.

DDD,DD,D Default. Securities are not meeting current obligations and are
extremely speculative. `DDD' designates the highest potential for
recovery of amounts outstanding on any securities involved. For
U.S. corporates, for example, `DD' indicates expected recovery of
50% - 90% of such outstandings, and `D' the lowest recovery
potential, i.e. below 50%.

INTERNATIONAL SHORT-TERM CREDIT RATINGS
F1 Highest credit quality. Indicates the strongest capacity for
timely payment of financial commitments; may have an added "+" to
denote any exceptionally strong credit feature.

F2 Good credit quality. A satisfactory capacity for timely payment
of financial commitments, but the margin of safety is not as
great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade.

B Speculative. Minimal capacity for timely payment of financial
commitments, plus

A-7
<PAGE>

UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)

The C & B Portfolios
C & B Equity Portfolio
C & B Equity Portfolio for Taxable Investors
C & B Mid Cap Equity Portfolio
C & B Balanced Portfolio

Institutional Class Shares

Statement of Additional Information

February 16, 1999

This statement of additional information (SAI) is not a prospectus. However,
you should read it in conjunction with the Prospectus of The C & B Portfolios
Institutional Class Shares dated February 16, 1999. You may obtain a
Prospectus for The C & B Portfolios by contacting the UAM Funds at the
address listed above.

1
<PAGE>

Table of Contents

<TABLE>
<S> <C>
UAM Funds........................................................................................................ 1
Definitions...................................................................................................... 1
The Fund......................................................................................................... 1
Description of Portfolios and Their Investments and Risks........................................................ 1
Equity Securities............................................................................................... 1
Debt Securities (C & B Balanced Portfolio)..................................................................... 2
Derivatives..................................................................................................... 6
Foreign Securities.............................................................................................. 11
Investment Companies............................................................................................ 13
Repurchase Agreements........................................................................................... 13
Restricted Securities........................................................................................... 14
Securities Lending.............................................................................................. 14
Short-Term Investments.......................................................................................... 14
When-Issued, Forward Commitment and Delayed Delivery Transactions............................................... 15
Investment Policies.............................................................................................. 16
Fundamental Policies............................................................................................ 16
Non-Fundamental Policies........................................................................................ 17
Management of the Fund........................................................................................... 17
Code of Ethics................................................................................................... 19
Principal Holders of Securities.................................................................................. 19
Investment Advisory and Other Services........................................................................... 20
Investment Adviser.............................................................................................. 20
Distributor..................................................................................................... 22
Administrative Services......................................................................................... 22
Custodian....................................................................................................... 23
Independent Public Accountant................................................................................... 24
Brokerage Allocation and Other Practices......................................................................... 24
Selection of Brokers............................................................................................ 24
Simultaneous Transactions....................................................................................... 24
Brokerage Commissions........................................................................................... 24
Capital Stock and Other Securities............................................................................... 25
Description Of Shares And Voting Rights......................................................................... 25
Dividends and Capital Gains Distributions....................................................................... 25
Purchase Redemption and Pricing of Shares........................................................................ 26
Purchase of Shares.............................................................................................. 26
Redemption of Shares............................................................................................ 26
Exchange Privilege.............................................................................................. 28
Transfer Of Shares.............................................................................................. 28
Valuation of Shares............................................................................................. 28
Performance Calculations......................................................................................... 29
Total Return.................................................................................................... 29
Yield........................................................................................................... 30
Comparisons..................................................................................................... 30
Taxes............................................................................................................ 30
Expenses......................................................................................................... 31
Financial Statements............................................................................................. 31
Appendix A: Description of Securities and Ratings............................................................... A-1
Appendix B - Comparisons......................................................................................... B-1
</TABLE>

<PAGE>

Definitions

The "Fund" is UAM Funds, Inc.

The term "adviser" means Cooke & Bieler, Inc., the Fund's investment adviser.

UAM is United Asset Management Corporation.

UAMFSI is UAM Fund Services, Inc., the Fund's administrator.

UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.

UAMSSC is UAM Fund Shareholder Servicing Center, the Fund's sub-shareholder-
servicing agent.

CGFSC is Chase Global Funds Service Company, the Fund's sub-administrator.

UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds Trust
II and all of their portfolios.

The term "portfolios" is used to refer to The C & B Portfolios as a group,
while "portfolio" refers to a single C & B Portfolio.

The terms "board" and "governing board" refer to the Fund's Board of Directors
as a group, while "board member" refers to a single member of the board.

1940 Act means the Investment Company Act of 1940, as amended.

All other defined terms, which are not otherwise defined in this SAI, have the
same meaning in the SAI as they do in the prospectus of The C & B Portfolios.

The Fund

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 Fund changed its
name to "UAM Funds, Inc." The Fund's principal executive office is located at
211 Congress Street, Boston, MA 02110; shareholders should direct all
correspondence to the address listed on the cover of this SAI.

The Fund is an open-end, management investment company under the 1940 Act.
The C & B Portfolios are a diversified series of the Fund. This means that
with respect to 75% of its total assets, the portfolio may not invest more
than 5% of its total assets in the securities of any one issuer (except U.S.
government securities). The remaining 25% of its total assets are not subject
to this restriction. To the extent the portfolio invests a significant
portion of its assets in the securities of a particular issuer, it will be
subject to an increased risk of loss if the market value of such issuer's
securities declines.

Description of Portfolios And Their Investments and Risks

EQUITY SECURITIES
- --------------------------------------------------------------------------------
Some of the portfolios may invest in equity securities such as common and
preferred stocks. While investing in stocks allows a portfolio to participate
in the benefits of owning a company, a portfolio must accept the risks of
ownership. Unlike bondholders, who have preference to a company's earnings
and cash flow, preferred stockholders, followed by common stockholders in
order of priority, are entitled only to the residual amount after a company
meets its other obligations. For this reason, the value of a company's stock
will usually react more strongly to actual or perceived changes in the
company's financial condition or prospects than its debt obligations.
Stockholders of a company that fares poorly can lose money.

1
<PAGE>

Preferred stock has a preference over common stock in liquidation (and
generally dividends as well) but is subordinated to the liabilities of the
issuer in all respects. As a general rule, the market values 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 securities 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 characteristics. Types of preferred stocks include adjustable-rate
preferred stock, fixed dividend preferred stock, perpetual preferred stock,
and sinking fund preferred stock.

Stock Market Risk
Stock markets tend to move in cycles with short or extended periods of rising
and falling stock prices. The value of a company's stock may fall because of:

. Factors that directly relate to that company, such as decisions made by its
management or lower demand for the company's products or services.

. Factors affecting an entire industry, such as increases in production
costs.

. Changes in financial market conditions that are relatively unrelated to the
company or its industry, such as changes in interest rates, currency
exchange rates or inflation rates.

Rights and Warrants

A portfolio may purchase warrants and rights, which are securities permitting,
but not obligating, their holder to purchase the underlying securities at a
predetermined price. Generally, warrants and stock purchase rights do not
carry with them the right to receive dividends or exercise voting rights with
respect to the underlying securities, and they do not represent any rights in
the assets of the issuer. Therefore, an investment in warrants and rights may
entail greater risk than certain other types of investments. In addition, the
value of warrants and rights does not necessarily change with the value of the
underlying securities, and they cease to have value if they are not exercised
on or prior to their expiration date. Investment in warrants and rights
increases the potential profit or loss to be realized from the investment of a
given amount of a portfolio's assets as compared with investing the same
amount in the underlying stock.

Convertible Securities

A portfolio may purchase corporate bonds, debentures and preferred stock that
are convertible into common stock. In exchange for the conversion feature,
many corporations will pay a lower rate of interest on convertible securities
than debt securities of the same corporation.

Convertible corporate bonds, debentures and preferred stock are subject to the
same risks as similar securities without the convertible feature. In
addition, their market price tends to go up if the stock price moves up. For
this reason, convertible securities are more volatile in price during times of
steady interest rates than other types of fixed income securities.

DEBT SECURITIES (C & B BALANCED PORTFOLIO)
- --------------------------------------------------------------------------------
Debt securities are used by corporations and governments to borrow money from
investors. Most debt securities promise a variable or fixed rate of return
and repayment of the amount borrowed at maturity. Some debt securities, such
as zero-coupon bonds, do not pay current interest and are purchased at a
discount from their face value. Debt securities may include, among other
things, all types of bills, notes, bonds, mortgage-backed securities or asset-
backed securities.

2
<PAGE>

Interest Rates

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will go
down, and vice versa). One can estimate the anticipated change in the price of
a fixed rate security for each 1% shift in interest rates by using a risk
measure known as effective duration. An effective duration of 4 years, for
example, would suggest that for each 1% reduction in interest rates at all
maturity levels, the price of a security is estimated to increase by 4%. An
increase in rates by the same magnitude is estimated to reduce the price of
the security by 4%. By knowing the yield and the effective duration of a debt
security, one can estimate total return based on an expectation of how much
interest rates, in general, will change.

While serving as a good estimator of prospective returns, effective duration
is an imperfect measure. While lower interest rates generally improve the
value of a fixed income portfolio, lower interest rates may also introduce
certain risks which may independently cause the share price of the portfolio
to fall. Lower rates motivate people to pay off mortgage-backed and asset-
backed securities earlier than expected, which introduces reinvestment risk.
Reinvesting portfolio assets at lower rates may reduce the yield of the
portfolio. The unexpected timing of mortgage and asset-backed prepayments
caused by the variations in interest rates may also shorten or lengthen the
average maturity of the portfolio. Neglecting this drift in average maturity
may have the unintended effect of increasing or reducing the effective
duration of the portfolio which may in turn adversely affect the expected
performance of the portfolio.

Credit Rating

Coupon interest is offered to investors of fixed income securities as
compensation for assuming risk, although short-term U.S. treasury securities,
such as 3 month treasury bills, are considered "risk free." Corporate
securities offer higher yields than U.S. treasuries because their payment of
interest and complete repayment of principal is less certain. The credit
rating or financial condition of an issuer may affect the value of a debt
security. Generally, the lower the quality rating of a security, the greater
the risks that the issuer will fail to pay interest and return principal. To
compensate investors for taking on increased risk, issuers with lower credit
ratings usually offer their investors a higher "risk premium" in the form of
higher interest rates above comparable U.S. treasuries.

Changes in investor confidence regarding the certainty of interest and
principal payments of a fixed income corporate security will result in an
adjustment to this "risk premium." Since an issuer's outstanding debt carries
a fixed coupon, adjustments to the risk premium must occur in the price, which
effects the yield to maturity of the bond. If an issuer defaults or becomes
unable to honor its financial obligations, the bond may lose some or all of
its value

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.

Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolios currently use ratings compiled by Standard and
Poor's Ratings Services, Duff & Phelps Rating Co., Fitch IBCA, Inc. and,
Moody's Investor Services. Credit ratings are only an agency's opinion, not an
absolute standard of quality, and they do not reflect an evaluation of market
risk. Appendix A contains further information concerning the ratings of
certain rating agencies and their significance.

3
<PAGE>

will take appropriate actions if a rating agency reduces the security's
rating. A portfolio is not obligated to dispose of securities whose issuers
subsequently are in default or which are downgraded below the above-stated
ratings

U.S. Government Securities

For a discussion of these securities see "SHORT-TERM INVESTMENTS - GOVERNMENT
SECURITIES," below.

Corporate Bonds

For a discussion of these securities see "SHORT-TERM INVESTMENTS - CORPORATE
BONDS," below.

Mortgage-Backed Securities and Mortgage Pass-Through Securities

Mortgage-backed securities are interests in pools of mortgage loans that
various governmental, government-related and private organizations assemble as
securities for sale to investors. Mortgage-backed securities differ from other
forms of debt securities because they make monthly payments that consist of
both interest and principal payments. (Other debt securities normally provide
for periodic payment of interest in fixed amounts with principal payments at
maturity or specified call dates.) In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities.

Governmental entities, private insurers and the mortgage poolers may insure or
guaranty the timely payment of interest and principal of these pools through
various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit issue the insurance and
guarantees. The adviser will consider such insurance and guarantees and the
creditworthiness of the issuers thereof in determining whether a mortgage-
related security meets its investment quality standards. It is possible that
the private insurers or guarantors will not meet their obligations under the
insurance policies or guarantee arrangements.

Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

Government National Mortgage Association (GNMA)

GNMA, a wholly owned U.S. government corporation within the Department of
Housing and Urban Development, is the principal governmental guarantor of
mortgage-related securities. GNMA, which is backed by the full faith and
credit of the U.S. government, guarantees the timely payment of principal and
interest on securities issued by institutions approved by GNMA and backed by
pools of FHA-insured or VA-guaranteed mortgages. GNMA does not guarantee the
market value or yield of mortgage-backed securities or the value of portfolio
shares. To buy GNMA securities, a portfolio may have to pay a premium over the
maturity value of the underlying mortgages, which the portfolio may lose if
prepayment occurs.

Federal National Mortgage Association (FNMA)

4
<PAGE>

FNMA is a government-sponsored corporation owned entirely by private
stockholders. FNMA, which is regulated by the Secretary of Housing and Urban
development, purchases conventional mortgages from a list of approved
seller/servicers, including 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, but are not backed by the
full faith and credit of the U.S. government.

Federal Home Loan Mortgage Corporation (FHLMC)

FHLMC is a corporate instrumentality of the U.S. government whose stock is
owned by the twelve Federal Home Loan Banks. Congress created FHLMC in 1970
to increase the availability of mortgage credit for residential housing. FHLMC
issues Participation Certificates (PCs) which represent interests in
conventional mortgages from its national portfolio. Like FNMA, FHLMC
guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the U.S.
government.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional mortgage loans. In addition to
guaranteeing the mortgage-related security, such issuers may service and/or
have originated the underlying mortgage loans. Pools created by these issuers
generally offer a higher rate of interest than pools created by GNMA, FNMA &
FHLMC because they are not guaranteed by a government agency.

Risk of Investing in Mortgage-Backed Securities

Yield characteristics of mortgage-backed securities differ from those of
traditional fixed income securities. The major differences include interest
and principal payments that are more frequent (usually monthly), adjustable
interest rates, and the possibility that prepayments of principal may be made
substantially earlier than their final distribution dates so that the price of
the security will generally decline when interest rates rise.

A portfolio may fail to recover fully its investment in mortgage-backed
securities notwithstanding any direct or indirect governmental, agency or
other guarantee because the counter-party failed to meet its commitments.

Changes in interest rates and a variety of economic, geographic, social and
other factors, such as the sale of the underlying property, refinancing or
foreclosure, can cause the loans underlying a mortgage-backed security to be
repaid sooner than expected. If the prepayment rates increase, a portfolio may
have to reinvest its principal at a rate of interest that is lower than the
rate on existing mortgage-backed securities. Conversely, when interest rates
are rising many mortgage-backed securities will see a decline in the
prepayment rate, extending their average life. Extending the average life of a
mortgage-backed security increases the risk of depreciation due to future
increases in market interest rates. For these reasons, mortgage-backed
securities may be less effective than other types of U.S. government
securities as a means of "locking in" interest rates.

Collateralized Mortgage Obligations (CMOs)

CMOs are hybrids between mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, CMOs usually pay interest and prepaid principal
semiannually. While whole mortgage loans may collateralize CMOs, portfolios of
mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA, and their
income streams more typically collateralize them.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, and invests in certain mortgages primarily
secured by interests in real property and other permitted investments.

CMOs are structured into multiple classes, each bearing a different stated
maturity. Each class of CMO or REMIC certificate, often referred to as a
"tranche," is issued at a specific interest rate and must be fully retired by
its final distribution date. Generally, all classes of CMOs or REMIC
certificates pay or accrue interest monthly. Investing in the lowest tranche
of CMOs and REMIC certificates involves risks similar to those associated with
investing in equity securities.

5
<PAGE>

Other Asset-Backed Securities

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the
benefit of any security interest in the related assets, which raises the
possibility that recoveries on repossessed collateral may not be available to
support payments on these securities. For example, credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which allow debtors
to reduce their balances by offsetting certain amounts owed on the credit
cards. Most issuers of asset-backed securities backed by automobile
receivables permit the servicers of such receivables to retain possession of
the underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the rated asset-backed securities. Because
of the large number of vehicles involved and technical requirements under
state laws, the trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables.

To lessen the effect of failures by obligors on underlying assets to make
payments, the entity administering the pool of assets may agree to ensure the
receipt of payments on the underlying pool occurs in a timely fashion
("liquidity protection"). In addition, asset-backed securities may obtain
insurance, such as guarantees, policies or letters of credit obtained by the
issuer or sponsor from third parties, for some or all of the assets in the
pool ("credit support"). Delinquency or loss more than that anticipated or
failure of the credit support could adversely affect the return on an
investment in such a security.

A portfolio may also invest in residual interests in asset-backed securities,
which is the excess cash flow remaining after making required payments on the
securities and paying related administrative expenses. The amount of residual
cash flow resulting from a particular issue of asset-backed securities depends
in part on the characteristics of the underlying assets, the coupon rates on
the securities, prevailing interest rates, the amount of administrative
expenses and the actual prepayment experience on the underlying assets.

Stripped Mortgage-Backed Securities

Stripped mortgage-backed securities are derivative multiple-class mortgage-
backed securities. Stripped mortgage-backed securities usually have two
classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. Typically, one class will receive
some of the interest and most of the principal, while the other class will
receive most of the interest and the remaining principal. In extreme cases,
one class will receive all of the interest ("interest only" or "IO" class)
while the other class will receive the entire principal (the "principal only"
or "PO" class). The cash flows and yields on IOs and POs are extremely
sensitive to the rate of principal payments (including prepayments) on the
underlying mortgage loans or mortgage-backed securities. A rapid rate of
principal payments may adversely affect the yield to maturity of IOs. Slower
than anticipated prepayments of principal may adversely affect the yield to
maturity of a PO. The yields and market risk of interest only and principal
only stripped mortgage-backed securities, respectively, may be more volatile
than those of other fixed income securities, including traditional mortgage-
backed securities.

Zero Coupon Bonds

These securities make no periodic payments of interest, but instead are sold
at a discount from their face value. When held to maturity, their entire
income, which consists of accretion of discount, comes from the difference
between the issue price and their value at maturity. The amount of the
discount rate varies depending on factors including the time remaining until
maturity, prevailing interest rates, the security's liquidity and the issuer's
credit quality. The market value of zero coupon securities may exhibit greater
price volatility than ordinary debt securities because a stripped security
will have a longer duration than an ordinary debt security with the same
maturity. A portfolio's investments in pay-in-kind, delayed and zero coupon
bonds may require it to sell certain of its portfolio securities to generate
sufficient cash to satisfy certain income distribution requirements.

6
<PAGE>

receive any rights to periodic interest (cash) payments. Typically, the
coupons are sold separately or grouped with other coupons with like maturity
dates and sold bundled in such form. The underlying U.S. Treasury security is
held in book-entry form at the Federal Reserve Bank or, in the case of bearer
securities (i.e., unregistered securities which are owned ostensibly by the
bearer or holder thereof), in trust on behalf of the owners thereof.
Purchasers of stripped obligations acquire, in effect, discount obligations
that are economically identical to the zero coupon securities that the
Treasury sells itself.

The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record keeping system. Under a Federal Reserve program
known as "STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities," a portfolio can record its beneficial ownership of the coupon or
corpus directly in the book-entry record-keeping system.

DERIVATIVES
- --------------------------------------------------------------------------------

Derivatives are financial instruments whose value is based on an underlying
asset, such as a stock or a bond, or an underlying economic factor, such as an
interest rate or an index. A portfolio tries to minimize its loss by investing
in derivatives to protect them from broad fluctuations in market prices,
interest rates or foreign currency exchange rates. Investing in derivatives
for these purposes is known as "hedging." When hedging is successful, the
portfolio will have offset any depreciation in the value of its portfolio
securities by the appreciation in the value of the derivative position.
Although techniques other than the sale and purchase of derivatives could be
used to control the exposure of a portfolio to market fluctuations, the use of
derivatives may be a more effective means of hedging this exposure.

Futures

A futures contract is an agreement between two parties whereby one party is
obligated to buy and the other is obligated to sell a financial instrument at
an agreed upon price and time. The parties to a futures contract do not have
to pay for or deliver the underlying financial instrument until the delivery
date. The parties to a futures contract can hold the contract until its
delivery date, although in many cases they close the contract early by taking
an opposite position in an identical contract. The financial instrument
underlying the contract may be a stock, stock index, bond, bond index,
interest rate, foreign exchange rate or other similar instrument. A portfolio
will incur commission expenses in both opening and closing futures positions.
Each portfolio may invest in stock futures and options, and C&B Balanced
Portfolio may also invest in bond futures and options and interest rate
futures contracts.

Futures contracts are traded in the United States on commodity exchanges or
boards of trade -- known as "contract markets" -- approved for such trading
and regulated by the Commodity Futures Trading Commission, a federal agency.
These contract markets standardize the terms, including the maturity date and
underlying financial instrument, of all futures contracts. Contract markets
require both the purchaser and seller to deposit "initial margin" with a
futures broker, known as a futures commission merchant, when they enter into
the contract. Initial margin deposits are typically equal to a percentage of
the contract's value. After they open a futures contract, the parties to the
transaction must compare the purchase price of the contract to its daily
market value. If the value of the futures contract changes in such a way that
a party's position declines, that party must make additional "variation
margin" payments so that the margin payment is adequate. On the other hand,
the value of the contract may change in such a way that there is excess margin
on deposit, possibly entitling the party that has a gain to receive all or a
portion of this amount.

A portfolio may take a "short position" by selling futures contracts on
securities it owns or on securities with characteristics similar to those of
securities it owns. For example, when a portfolio expects interest rates to
rise or securities prices to fall, it can seek to offset a decline in the
value of its holdings by selling futures contracts so that a portfolio is
obligated to sell the securities at a future lower price. When a portfolio's
short hedging position is successful, the appreciation in the value of the
futures position will offset substantially any depreciation in the value of
the holdings of the portfolio. On the other hand, a decline in the value of
the futures position would offset any unanticipated appreciation in the value
of the holdings of the portfolio.

On other occasions, a portfolio may take a "long" position by purchasing
futures contracts. For example, when a portfolio expects interest rates to
fall or securities' prices to rise, it can seek to secure a better rate or
price than might later be available by purchasing a futures contract. A
portfolio may also buy futures contracts as a substitute for transactions in
securities, to alter the investment characteristics of portfolio securities or
to gain or increase its exposure to a particular securities market.

7
<PAGE>

Options

An option is a contract between two parties for the purchase and sale of a
financial instrument for a specified price (known as the "strike price" or
"exercise price") at any time during the option period. Unlike a futures
contract, an option grants a right (not an obligation) to buy or sell a
financial instrument. Generally, a seller of an option can grant a buyer two
kinds of rights: a "call" (the right to buy the security) or a "put" (the
right to sell the security). Options have various types of underlying
instruments, including specific securities, indices of securities prices,
foreign currencies, interest rates and futures contracts. Options may be
traded on an exchange (exchange-traded-options) or may be customized
agreements between the parties (over-the-counter or OTC options). Like
futures, a financial intermediary, known as a clearing corporation,
financially backs exchange-traded options. However, OTC options have no such
intermediary and are subject to the risk that the counter-party will not
fulfill its obligations under the contract.

Purchasing Put and Call Options

When a portfolio purchases a put option, it buys the right to sell the
instrument underlying the option at a fixed strike price. In return for this
right, the portfolio pays the current market price for the option (known as
the "option premium"). A portfolio may purchase put options to offset or hedge
against a decline in the market value of its securities ("protective puts") or
to benefit from a decline in the price of securities that it does not own.
The portfolio would ordinarily realize a gain if, during the option period,
the value of the underlying securities decreased below the exercise price
sufficiently to cover the premium and transaction costs. However, if the price
of the underlying instrument does not fall enough to offset the cost of
purchasing the option, a put buyer would lose the premium and related
transaction costs.

Call options are similar to put options, except that the portfolio obtains the
right to purchase, rather than sell, the underlying instrument at the option's
strike price. A portfolio would normally purchase call options in anticipation
of an increase in the market value of securities it owns or wants to buy. A
portfolio would ordinarily realize a gain if, during the option period, the
value of the underlying instrument exceeded the exercise price plus the
premium paid and related transaction costs. Otherwise, a portfolio would
realize either no gain or a loss on the purchase of the call option.

The purchaser of an option may terminate its position by:

. Allowing it to expire and losing its entire premium;

. Exercising the option and either selling (in the case of a put option) or
buying (in the case of a call option) the underlying instrument at the
strike price; or

. Closing it out in the secondary market at its current price.

Selling (Writing) Put and Call Options

When a portfolio writes a call option it assumes an obligation to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the expiration date. Similarly, when a
portfolio writes a put option it assumes an obligation to purchase specified
securities from the option holder at a specified price if the option is
exercised at any time before the expiration date. A portfolio may terminate
its position in an exchange-traded put option before exercise by buying an
option identical to the one it has written. Similarly, it may cancel an over-
the-counter option by entering into an offsetting transaction with the
counter-party to the option.

A portfolio could try to hedge against an increase in the value of securities
it would like to acquire by writing a put option on those securities. If
security prices rise, a portfolio would expect the put option to expire and
the premium it received to offset the increase in the security's value. If
security prices remain the same over time, the portfolio would hope to profit
by closing out the put option at a lower price. If security prices fall, a
portfolio may lose an amount of money equal to the difference between the
value of the security and the premium it received. Writing covered put options
may deprive a portfolio of the opportunity to profit from a decrease in the
market price of the securities it would like to acquire.

The characteristics of writing call options are similar to those of writing
put options, except that call writers expect to profit if prices remain the
same or fall. A portfolio could try to hedge against a decline in the value
of securities it already owns by writing a call option. If the price of that
security falls as expected, a portfolio would expect the option to expire and
the premium it received to offset the decline of the security's value.
However, a portfolio must be prepared to deliver the

8
<PAGE>

underlying instrument in return for the strike price, which may deprive it of
the opportunity to profit from an increase in the market price of the
securities it holds.

A portfolio is permitted only to write covered options. A portfolio can cover
a call option by owning, at the time of selling the option:

. The underlying security (or securities convertible into the underlying
security without additional consideration), index, interest rate, foreign
currency or futures contract.

. A call option on the same security or index with the same or lesser
exercise price.

. A call option on the same security or index with a greater exercise price
and segregating cash or liquid securities in an amount equal to the
difference between the exercise prices.

. Cash or liquid securities equal to at least the market value of the
optioned securities, interest rate, foreign currency or futures
contract.

. In the case of an index, a portfolio of securities that corresponds to the
index.

A portfolio can cover a put option by, at the time of selling the option:

. Entering into a short position in the underlying security.

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with the same or greater exercise price.

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with a lesser exercise price and segregating
cash or liquid securities equal to the difference between the exercise
prices.

. Maintaining the entire exercise price in liquid securities.

Options on Securities Indices

Options on securities indices are similar to options on securities, except
that the exercise of securities index options requires cash settlement
payments and does not involve the actual purchase or sale of securities. In
addition, securities index options are designed to reflect price fluctuations
in a group of securities or segment of the securities market rather than price
fluctuations in a single security.

Options on Futures

An option on a futures contract provides the holder with the right to buy a
futures contract (in the case of a call option) or sell a futures contract (in
the case of a put option) at a fixed time and price. Upon exercise of the
option by the holder, the contract market clearing house establishes a
corresponding short position for the writer of the option (in the case of a
call option) or a corresponding long position (in the case of a put option).
If the option is exercised, the parties will be subject to the futures
contracts. In addition, the writer of an option on a futures contract is
subject to initial and variation margin requirements on the option position.
Options on futures contracts are traded on the same contract market as the
underlying futures contract.

The buyer or seller of an option on a futures contract may terminate the
option early by purchasing or selling an option of the same series (i.e., the
same exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
trader's profit or loss on the transaction.

A portfolio may purchase put and call options on futures contracts instead of
selling or buying futures contracts. A portfolio may buy a put option on a
futures contract for the same reasons it would sell a futures contract. It
also may purchase such put options in order to hedge a long position in the
underlying futures contract. A portfolio may buy call options on futures
contracts for the same purpose as the actual purchase of the futures
contracts, such as in anticipation of favorable market conditions.

9
<PAGE>

A portfolio may write a call option on a futures contract to hedge against a
decline in the prices of the instrument underlying the futures contracts. If
the price of the futures contract at expiration were below the exercise price,
the portfolio would retain the option premium, which would offset, in part,
any decline in the value of its portfolio securities.

The writing of a put option on a futures contract is similar to the purchase
of the futures contracts, except that, if market price declines, the portfolio
would pay more than the market price for the underlying instrument. The
premium received on the sale of the put option, less any transaction costs,
would reduce the net cost to the portfolio.

Combined Positions

A portfolio may purchase and write options in combination with each other, or
in combination with futures or forward contracts, to adjust the risk and
return characteristics of the overall position. For example, a portfolio could
construct a combined position whose risk and return characteristics are
similar to selling a futures contract by purchasing a put option and writing a
call option on the same underlying instrument. Alternatively, a portfolio
could write a call option at one strike price and buy a call option at a lower
price to reduce the risk of the written call option in the event of a
substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

Additional Risks of Derivatives

While transactions in derivatives may reduce certain risks, these transactions
themselves entail certain other risks. For example, unanticipated changes in
interest rates, securities prices or currency exchange rates may result in a
poorer overall performance of the portfolio than if it had not entered into
any derivatives transactions. Derivatives may magnify a portfolio's gains or
losses, causing it to make or lose substantially more than it invested.

When used for hedging purposes, increases in the value of the securities a
portfolio holds or intends to acquire should offset any losses incurred with a
derivative. Purchasing derivatives for purposes other than hedging could
expose the portfolio to greater risks.

Correlation of Prices

A portfolio's ability to hedge its securities through derivatives depends on
the degree to which price movements in the underlying index or instrument
correlate with price movements in the relevant securities. In the case of poor
correlation, the price of the securities a portfolio is hedging may not move
in the same amount, or even in the same direction as the hedging instrument.
The adviser will try to minimize this risk by investing only in those
contracts whose behavior it expects to resemble the portfolio securities it is
trying to hedge. However, if a portfolio's prediction of interest and
currency rates, market value, volatility or other economic factors is
incorrect, the portfolio may lose money, or may not make as much money as it
could have.

Derivative prices can diverge from the prices of their underlying instruments,
even if the characteristics of the underlying instruments are very similar to
the derivative. Listed below are some of the factors that may cause such a
divergence.

. Current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the
contract.

. A difference between the derivatives and securities markets, including
different levels of demand, how the instruments are traded, the imposition
of daily price fluctuation limits or trading of an instrument stops.

. Differences between the derivatives, such as different margin requirements,
different liquidity of such markets and the participation of speculators in
such markets.

Derivatives based upon a narrower index of securities, such as those of a
particular industry group, may present greater risk than derivatives based on
a broad market index. Since narrower indices are made up of a smaller number
of securities, they are more susceptible to rapid and extreme price
fluctuations because of changes in the value of those securities.

While currency futures and options values are expected to correlate with
exchange rates, they may not reflect other factors that affect the value of
the investments of a portfolio. A currency hedge, for example, should protect
a Yen-denominated security from a decline in the Yen, but will not protect a
portfolio against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a portfolio's foreign-denominated
investments changes in response to many factors other

10
<PAGE>

than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the portfolio's investments precisely over
time.

Lack of Liquidity

Before a futures contract or option is exercised or expires, a portfolio can
terminate it only by entering into a closing purchase or sale transaction.
This requires a secondary market for such instruments on the exchange where
the portfolio originally entered into the transaction. If there is no
secondary market for the contract, or the market is illiquid, a portfolio may
have to purchase or sell the instrument underlying the contract, make or
receive a cash settlement or meet ongoing variation margin requirements. The
inability to close out derivative positions could have an adverse impact on
the ability of the portfolio to hedge its investments and may prevent a
portfolio from realizing profits or limiting its losses.

Derivatives may become illiquid (i.e., difficult to sell at a desired time and
price) under a variety of market conditions. For example:

. During periods of market volatility, a commodity exchange may suspend or
limit trading in a particular derivative instrument, an entire category of
derivatives or all derivatives.

. A portfolio may have difficulty liquidating its existing positions or
recovering excess variation margin payments because of exchange or clearing
house equipment failures, government intervention, insolvency of a
brokerage firm or clearing house or other disruptions of normal trading
activity.

. Investors may lose interest in a particular derivative or category of
derivatives.

Management Risk

If the adviser incorrectly predicts stock market and interest rate trends, a
portfolio may lose money by investing in derivatives. For example, if a
portfolio were to write a call option based on its adviser's expectation that
the price of the underlying security would fall, but the price were to rise
instead, the portfolio could be required to sell the security upon exercise at
a price below the current market price. Similarly, if a portfolio were to
write a put option based on the adviser's expectation that the price of the
underlying security would rise, but the price were to fall instead, the
portfolio could be required to purchase the security upon exercise at a price
higher than the current market price.

Margin

Because of the low margin deposits required upon the opening of a derivative
position, such transactions involve an extremely high degree of leverage.
Consequently, a relatively small price movement in a derivative may result in
an immediate and substantial loss (as well as gain) to the portfolio and it
may lose more than it originally invested in the derivative.

If the price of a futures contract changes adversely, a portfolio may have to
sell securities at a time when it is disadvantageous to do so to meet its
minimum daily margin requirement. A portfolio may lose its margin deposits if
a broker with whom it has an open futures contract or related option becomes
insolvent or declares bankruptcy.

FOREIGN SECURITIES
- --------------------------------------------------------------------------------

AMERICAN DEPOSITARY RECEIPTS (ADRS)

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally trade on an established market in the United States or
elsewhere. A custodian bank or similar financial institution in the issuer's
home country holds the underlying shares in trust. The depository bank may not
have physical custody of the underlying securities at all times and may charge
fees for various services, including forwarding dividends and interest and
corporate actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, ADRs
continue to be subject to many of the risks associated with investing directly
in foreign securities.

11
<PAGE>

RISKS OF FOREIGN SECURITIES

Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations may involve significant risks in addition
to the risks inherent in U.S. investments.

Local political, economic, regulatory, or social instability, military action
or unrest, or adverse diplomatic developments may affect the value of foreign
investments. A foreign government may take actions adverse to the interests
of U.S. investors, including expropriation or nationalization of assets,
confiscatory taxation and other restrictions on U.S. investment.

Foreign Currency Risk

The securities of foreign companies are frequently denominated in foreign
currencies. A portfolios' net asset value is denominated in U.S. Dollars.
Thus, changes in foreign currency rates and in exchange control regulations
may positively or negatively affect the value of the securities of a
portfolio. A portfolio also may incur costs to convert foreign currencies
into U.S. dollars and vice versa. In addition:

. Foreign currency exchange rates reflect relative values of two currencies,
usually the U.S. dollar and the foreign currency in question.

. Complex political and economic factors applicable to the issuing country
may affect the value U.S. dollars and foreign currencies.

. The actions of U.S. and foreign governments may affect significantly the
currency exchange rates.

. Government intervention may increase risks involved in purchasing or
selling foreign currency options, forward contracts and futures contracts,
since exchange rates may not be free to fluctuate in response to other
market forces.

There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
round-lot transactions in the inter-bank market and thus may not reflect
exchange rates for smaller odd-lot transactions (less than $1 million) where
rates may be less favorable. The inter-bank market in foreign currencies is a
global, around-the-clock market. To the extent that a market is closed while
the markets for the underlying currencies remain open, certain markets may not
always reflect significant price and rate movements.

The Euro
The single currency for the European Economic and Monetary Union (EMU), the
Euro, is scheduled to replace the national currencies for participating member
countries over a period that begins on January 1, 1999, and ends in July 2002.
At the end of that period, use of the Euro will be compulsory and countries in
the EMU will no longer maintain separate currencies in any form. Until then,
however, each country and issuers within each country are free to choose
whether to use the Euro.

On January 1, 1999, existing national currencies became denominations of the
Euro at fixed rates according to practices prescribed by the European Monetary
Institute and the Euro became available as a book-entry currency. On or about
that date, member states began conducting financial market transactions in
Euro and redenominating many investments, currency balances and transfer
mechanisms into Euro. The portfolios also anticipate pricing, trading,
settling and valuing investments whose nominal values remain in their existing
domestic currencies in Euro. Accordingly, the portfolios expect the
conversion to the Euro to impact investments in countries that will adopt the
Euro in all aspects of the investment process including, trading, foreign
exchange, payments, settlements, cash accounts, custody and accounting will be
impacted. Some of the uncertainties surrounding the conversion to the Euro,
include:

. Will the payment and operational systems of banks and other financial
institutions be ready by the scheduled launch date?

. Will the conversion to the Euro have legal consequences on outstanding
financial contracts that refer to existing currencies rather than Euro?

. How will existing currencies be exchanged into Euro?

. Will suitable clearing and settlement payment systems for the new currency
be created?

12
<PAGE>

Stock Exchange and Market Risk

The adviser anticipates that in most cases an exchange or over-the-counter
(OTC) market located outside of the United States will be the best available
market for foreign securities. Foreign stock markets, while growing in volume
and sophistication, are generally not as developed as those in the United
States, and securities of some foreign issuers may be less liquid and more
volatile than securities of comparable U.S. issuers. Foreign security trading,
settlement and custodial practices are often less developed than those in U.S.
markets. This may lead to increased risk or substantial delays in case of a
failed trade or the insolvency of, or breach of duty by, a foreign broker-
dealer, securities depository or foreign sub-custodian. In addition, the costs
associated with foreign investments, including withholding taxes, brokerage
commissions and custodial costs, are generally higher than with U.S.
investments.

Legal System and Regulation Risks

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting, and auditing standards.
Corporate financial information that would be disclosed under U.S. law may not
be available. Foreign accounting and auditing standards may render a foreign
corporate balance sheet more difficult to understand and interpret than one
subject to U.S. law and standards. Foreign markets may offer less protection
to investors than U.S. markets:

. Foreign accounting, auditing, and financial reporting requirements may
render than one subject to U.S. law and standards.

. Adequate public information on foreign issuers may not be available, and it
may be difficult to secure dividends and information regarding corporate
actions on a timely basis.

. In general, there is less overall governmental supervision and regulation
of securities exchanges, brokers, and listed companies than in the United
States.

. OTC markets tend to be less regulated than stock exchange markets and, in
certain countries, may be totally unregulated.

. Economic or political concerns may influence regulatory enforcement and may
make it difficult for investors to enforce their legal rights.

EMERGING MARKETS

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have (1) relatively unstable governments, (2) may
present the risks of nationalization of businesses, restrictions on foreign
ownership and prohibitions on the repatriation of assets, and (3) may have
less protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may
be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of holdings difficult or impossible at times.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portfolio may recover a portion of these
taxes, the portion they cannot recover will reduce the income the portfolio
receives from its investments. The portfolios do not expect such foreign
withholding taxes to have a significant impact on performance.

INVESTMENT COMPANIES
- --------------------------------------------------------------------------------

A portfolios may invest up to 10% of its total assets, calculated at the time
of investment, in the securities of other open-ended or closed-end investment
companies. A portfolio may not invest more than 5% of its total assets in the
securities of any one investment company nor may it acquire more than 3% of
the voting securities of any other investment company. The portfolio will
indirectly bear its proportionate share of any

13
<PAGE>

management fees paid by an investment company in which it invests in addition
to the management fee paid by the portfolio.

REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
In a repurchase agreement, a portfolio buys a security for a relatively short
period (usually not more than 7 days) and simultaneously agrees to sell it
back at a specified date and price. A portfolio normally uses repurchase
agreements to earn income on assets that are not invested. A portfolio will
require the counter-party to the agreement to deliver securities serving as
collateral for each repurchase agreement to its custodian either physically or
in book-entry form. The counter party must add to the collateral whenever the
price of the repurchase agreement rises (i.e., the borrower "marks to the
market" on a daily basis).

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, 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. The price 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.

SECURITIES LENDING
- --------------------------------------------------------------------------------
To earn additional income, the portfolios may lend up to one-third of their
total assets (including the value of the collateral for the loans) at fair
market value to broker- dealers or other financial institutions. A portfolio
may reinvest any cash collateral in short-term securities and money market
funds. A portfolio will only lend its securities if:

. The borrower provides collateral at least equal to the market value of the
securities loaned.

. The collateral pledged and maintained by the borrower must consist of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U.S. government.

. The borrower adds to the collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily basis).

. The portfolio can terminate the loan at any time; and

. The portfolio receives reasonable interest on the loan (which may include
the Portfolio investing any cash collateral in interest bearing short-term
investments).

These risks are similar to the ones involved with repurchase agreements. When
a portfolio lends securities, there is a risk that it will lose money because
the borrower fails to return the securities involved in the transaction. In
addition, the borrower may become financially unable to honor its contractual
obligations, which may delay or prevent the portfolio from liquidating the
collateral.

14
<PAGE>

SHORT-TERM INVESTMENTS
- --------------------------------------------------------------------------------
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.

BANK OBLIGATIONS

A portfolio will only invest in a security issued by a commercial bank if the
bank:

. Has total assets of at least $1 billion, or the equivalent in other
currencies;

. Is a U.S. bank and a member of the Federal Deposit Insurance Corporation;
and

. Is a foreign branch of a U.S. bank and the adviser believes the security is
of an investment quality comparable with other debt securities that a
portfolio may purchase.

Time Deposits

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term with
the understanding that the depositor can withdraw its money only by giving
notice to the institution. However, there may be early withdrawal penalties
depending upon market conditions and the remaining maturity of the obligation.
A portfolio may only purchase time deposits maturing from two business days
through seven calendar days.

Certificates of Deposit

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a definite
period of time and earning a specified return.

Banker's Acceptance

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).

COMMERCIAL PAPER

Commercial paper constitutes short-term obligations with maturities ranging
from 2 to 270 days issued by banks, corporations and other borrowers. Such
investments are unsecured and usually discounted. A portfolio may invest in
commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or,
if not rated, issued by a corporation having an outstanding unsecured debt
issue rated A or better by Moody's or by S&P. See Appendix A for a description
of commercial paper ratings.

U.S. GOVERNMENT SECURITIES

A portfolio may buy debt securities that are issued or guaranteed by the U.S.
Treasury or by an agency or instrumentality of the U.S. government. Some U.S.
government securities, such as Treasury bills, notes and bonds are supported
by the full faith and credit of the U.S. government. Others, however, are
supported only by the right of the instrumentality to borrow from the U.S.
government.

While U.S. government securities are guaranteed as to principal and interest,
their market value is not guaranteed. U.S. government securities are subject
to the same interest rate and credit risks as other fixed income securities.
However, since U.S. government securities are of the highest quality, the
credit risk is minimal. The U.S. government does not guarantee the net asset
value of the assets of a portfolio.

CORPORATE BONDS

15
<PAGE>

Like other debt securities, corporate debt securities involve a risk that the
corporate issuer will not make timely payment of either interest or principal,
or may default entirely. In addition, the market price of corporate debt
securities may go down because of changes in interest rates.

WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a market
exists, but which have not been issued. In a forward delivery transaction, a
portfolio contracts to purchase securities for a fixed price at a future date
beyond customary settlement time. "Delayed delivery" refers to securities
transactions on the secondary market where settlement occurs in the future. In
each of these transactions, the parties fix the payment obligation and the
interest rate that they will receive on the securities at the time the parties
enter the commitment; however, they do not pay money or delivery securities
until a later date. Typically, no income accrues on securities a portfolio
has committed to purchase before the securities are delivered, although the
portfolio may earn income on securities it has in a segregated account. A
portfolio will only enter into these types of transactions with the intention
of actually acquiring the securities, but may sell them before the settlement
date.

A portfolio uses when-issued, delayed-delivery and forward delivery
transactions to secure what it considers an advantageous price and yield at
the time of purchase. When a portfolio engages in when-issued, delayed-
delivery and forward delivery transactions, it relies on the other party to
consummate the sale. If the other party fails to complete the sale, the
portfolio may miss the opportunity to obtain the security at a favorable price
or yield.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because a portfolio does not pay for the security until the delivery date,
these risks are in addition to the risks associated with its other
investments.

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

A portfolio will segregate cash and liquid securities equal in value to
commitments for the when-issued, delayed-delivery or forward delivery
transaction. A portfolio will segregate additional liquid assets daily so
that the value of such assets is equal to the amount of its commitments.

INVESTMENT POLICIES

Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall (with the exception
of a limitation relating to borrowing 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 investment limitations of the
portfolio.

16
<PAGE>

FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------
The following investment limitations are fundamental, which means a portfolio
cannot change them without the approval by vote of a majority of the
outstanding voting securities of the portfolio, as defined in the 1940 Act.
Each of the above portfolios will not:

. 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 of the
U.S. government or any if its agencies or instrumentalities).

. With respect to 75% of its assets, purchase more than 10% of any class of
the outstanding voting securities of any issuer.

. Borrow, except (1) 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.

17
<PAGE>

. Invest for the purpose of exercising control over management of any
company.

. 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.

. Invest in stock or bond futures and/or options on futures unless not more
than 20% of the portfolio's assets are invested in stock or bond futures
and options.

. Invest more than 25% of its assets in companies within a single industry;
however, there are no limitations on investments made in instruments issued
or guaranteed by the u.s. government, and its agencies when a portfolio
adopts a temporary defensive position.

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

. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit a portfolio from (1) making any
permitted borrowings, mortgages or pledges, or (2) entering into options,
futures or repurchase transactions.

. Make loans except 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 other
financial institutions so long as such loans are in compliance with the
1940 Act, and the rules and regulations or interpretations of the sec.

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

. Purchase additional securities when borrowings exceed 5% of total
assets.

. Purchase on margin or sell short, except as specified above.

. Purchase or retain securities of an issuer if those officers and board
members or its investment adviser owning more than 1/2 1/2 of 1% of such
securities together own more than 5% of such securities.

. 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.

. 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.

. Write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

NON-FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------

In addition to the policies described above, the following limitations are
non-fundamental (i.e., the portfolio may change them without shareholder
approval) policies.

The portfolios will not:

. Invest more than 10% of its assets, under normal circumstances, in
securities of foreign issuers through use of American Depositary Receipts.

In addition, the adviser intends to limit the C&B Balanced Portfolio's fixed
income investment to investment grade securities, however, the adviser reserves
the right to retain securities which are rated Ba or B by Moody's or BB or B by
S&P if, in the adviser's judgement, maintaining a position in the securities is
warranted.

MANAGEMENT OF THE FUND

18
<PAGE>

and a $2,000 meeting fee. In addition, each independent board member is
reimbursed for travel and other expenses incurred while attending board
meetings. The $2,000 meeting fee and expense reimbursements are aggregated for
all of the board members and allocated proportionately among the portfolios of
the UAM Funds complex. The Fund does not pay the remaining board members, each
of whom are affiliated with the Fund, for their services as board members..
UAM or its affiliates or CGFSC pay the Fund's officers.

The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth,
address, principal occupations during the past five years, aggregate
compensation received from the Fund and total compensation received from the
UAM Funds complex. Those people with an asterisk beside their name are
"interested persons" of the Fund as that term is defined in the 1940 Act.

Nancy J. Dunn Director Financial Officer of World Wildlife Fund since $29,465 $37,000
10 Garden Street 1999. Formerly, Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe College
8/14/51 from 1991 to 1999.
----------------------------------------------------------------------------------------------------------------------------------

William A. Humenuk Director Executive Vice President and Chief Administrative $29,465 $37,000
100 King Street West Officer of Philip Services Corp.; Formerly, a Partner
P.O. Box 2440, LCD-1, in the Philadelphia office of the law firm Dechert
Hamilton Ontario, Price & Rhoads; Director Hobler Corp.
Canada L8N-4J6
4/21/42
----------------------------------------------------------------------------------------------------------------------------------

Philip D. English Director President and Chief Executive Officer of $29,465 $37,000
16 West Madison Street Broventure Company, Inc.; Chairman of the Board
Baltimore, MD 21201 of Chektec Corporation and Cyber Scientific, Inc
8/5/48
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Total
Aggregate Compensation
Position Compensation from From UAM
UAM Registrant as of Funds Complex as
Name, Address, DOB Funds, Inc. Principal Occupations During the Past 5 years October 31, 1998 of October 31, 1998
==================================================================================================================================
<S> <C> <C> <C> <C>
Norton H. Reamer* Director, Chairman, Chief Executive Officer and a Director 0 0
One International Place President and of United Asset Management Corporation; Director,
Boston, MA 02110 Chairman Partner or Trustee of each of the Investment
3/21/35 Companies of the Eaton Vance Group of Mutual
Funds.
- -----------------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Director President and Chief Investment Officer of Dewey 0 0
One Financial Center Square Investors Corporation since 1988; Director
Boston, MA 02111 and Chief Executive Officer of H.T. Investors,
7/1/43 Inc., formerly a subsidiary of Dewey Square.
- -----------------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Senior Vice Senior Vice President of UAM Investment Services, 0 0
211 Congress Street President Inc. and UAM Trust Company since January 1996;
Boston, Ma 02110 Principal of UAM Fund Distributors, Inc. since
2/24/53 December 12, 1995; formerly a Director and Chief
Operating Officer of CS First Boston Investment
Management from 1993-1995.
- -----------------------------------------------------------------------------------------------------------------------------------
William H. Park Vice President Executive Vice President and Chief Financial 0 0
One International Place Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47
- -----------------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI, formerly Vice 0 0
211 Congress Street President of Operations, Development and Control
Boston, MA 02110 of Fidelity Investments in 1995; Treasurer of the
7/4/51 Fidelity Group of Mutual Funds from 1991 to 1995.
- -----------------------------------------------------------------------------------------------------------------------------------
Michael E. DeFao Secretary Vice President and General Counsel of UAMFSI and 0 0
211 Congress Street UAMFDI; Associate Attorney of Ropes & Gray (a
Boston, MA 02110 law firm) from 1993 to 1995.
2/28/68
- -----------------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty Assistant Vice President of UAMFSI; formerly Manager of Fund 0 0
211 Congress Street Treasurer Administration and Compliance of CGFSC from 1995
Boston, MA 02110 to 1996; Deloitte & Touche LLP from 1985 to 1995,
9/18/63 Senior Manager.
- -----------------------------------------------------------------------------------------------------------------------------------
Michael J. Leary Assistant Vice President of Chase Global Funds Services 0 0
73 Tremont Street Treasurer Company since 1993. Manager of Audit at Ernst
Boston, MA 02108 & Young from 1988 to 1993.
11/23/65
- -----------------------------------------------------------------------------------------------------------------------------------
Michelle Azrialy Assistant Assistant Treasurer of Chase Global Funds 0 0
73 Tremont Street Secretary Services Company since 1996. Senior Public
Boston, MA 02108 Accountant with Price Waterhouse LLP from
4/12/69 1991 to 1994.
</TABLE>

CODE OF ETHICS

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

PRINCIPAL HOLDERS OF SECURITIES

As of February 8, 1999, the members of the governing board and officers of the
Fund as a group owned less than 1% of the Fund's outstanding shares.

20
<PAGE>

As of February 8, 1999, the following persons or organizations held of record
or beneficially 5% or more of the shares of a portfolio:

<TABLE>
<CAPTION>
Percentage
Name and Address of Shareholder of Shares Owned Portfolio Class
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First Union National Bank 43.60% C&B Balanced Portfolio Institutional Class Shares
FBO UFCW Loc 56 M&P
525 West WT Harris Blvd CMG 1151
Charlotte, NC 28288
- ----------------------------------------------------------------------------------------------------------------------------------
St. Andrews Church 8.10% C&B Balanced Portfolio Institutional Class Shares
Memorial Endowment Fund
PO Box 1287
Edgartown, MA 02539
- ----------------------------------------------------------------------------------------------------------------------------------
Commonwealth Energy System and Subsidiary
Companies Post Retirement 17.72% C&B Equity Portfolio Institutional Class Shares
Benefit Program Group
One main Street
Cambridge, MA 02142
- ----------------------------------------------------------------------------------------------------------------------------------
First Union National Bank TR for Defined Bnft
Pension for Cadmus 17.46% C&B Equity Portfolio Institutional Class Shares
1525 W WT Harris Blvd. #1151
Charlotte, NC 28262
- ----------------------------------------------------------------------------------------------------------------------------------
Hudson Valley District Council of Carpenters PSP 11.19% C&B Equity Portfolio Institutional Class Shares
39 Bloomingburg Rd. Ste 2
Middletown, NY 10940
- ----------------------------------------------------------------------------------------------------------------------------------
Central New York Community Foundation Inc. 7.53% C&B Equity Portfolio Institutional Class Shares
500 S. Salina St. Ste 428
Syracuse, NY 13202
- ----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO 6.94% C&B Equity Portfolio Institutional Class Shares
Firstar - Reinvest 401K
PO Box 1787
Milwaukee, WI 53201
- ----------------------------------------------------------------------------------------------------------------------------------
American Bible Association 6.27% C&B Equity Portfolio Institutional Class Shares
1865 Broadway
New York, NY 10023
- ----------------------------------------------------------------------------------------------------------------------------------
Ironworkers Local 397 Pension Fund 5.53% C&B Equity Portfolio Institutional Class Shares
PO Box 83900
Miami, FL 33283
- ----------------------------------------------------------------------------------------------------------------------------------
Bruce J. Oliveira Administrator/TTEE 5.03% C&B Equity Portfolio Institutional Class Shares
IBEW Local 223 Pension Trst Fnd
PO Box 1238
Lakeville, MA 02347
- ----------------------------------------------------------------------------------------------------------------------------------
Patricia Schlitt 22.50% C&B Equity Portfolio Institutional Class Shares
S. Sanford Schlitt for Taxable Investors
Subject to DST TOD Rules
491 Meadow Lark Drive
Sarasota, FL 34236

- ----------------------------------------------------------------------------------------------------------------------------------
John Musselman TR 11.85% C&B Equity Portfolio Institutional Class Shares
John Musselman Revocable Trust for Taxable Investors
22 Kent Street
Windham, NH 03087
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage
Name and Address of Shareholder of Shares Owned Portfolio Class
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles Schwab &Co., Inc. 9.25% C&B Equity Portfolio Institutional Class Shares
Reinvest Account for Taxable Investors
101 Montgomery Street
San Francisco, CA 94104
- ----------------------------------------------------------------------------------------------------------------------------------
Ann Hauptman & Cynthia Jacobs TR FBO Gunther A.
Hauptman TR 8.43% C&B Equity Portfolio Institutional Class Shares
4 Briga Ln for Taxable Investors
White Plains, NY 10605
- ----------------------------------------------------------------------------------------------------------------------------------
R Lewisohn III, AL Godsick, JF Lewisohn, TR FBO Art
VI L/W & Test. 7.91% C&B Equity Portfolio Institutional Class Shares
6 East 43rd Street for Taxable Investors
New York, NY 10017
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21
<PAGE>

<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Bruce A. Boulware & Lizabeth A. Boulware JTWROS 6.04% C&B Equity Portfolio Institutional Class
1 Central Park West for Taxable Investors Shares
New York, NY 10023
- ----------------------------------------------------------------------------------------------------------------------------------
Vanguard Fiduciary Trust Co. FBO UAM Corp Profit
Sharing 401K Plan, Vanguard 67.48% C&B Mid Cap Equity Institutional Class
Fiduciary Tr. Group Sp. Servies Portfolio Shares
PO Box 2600 VM 421
Valley Forge PA 19482
- ----------------------------------------------------------------------------------------------------------------------------------
R Lewisohn III, AL Godsick, JF Lewisohn, TR FBO Art
VI L/W & Test. 12.42% C&B Mid Cap Equity Institutional Class
6 East 43rd Street Portfolio Shares
New York, NY 10017
- ----------------------------------------------------------------------------------------------------------------------------------
UAM Trust Company Cust. FBO John J. Medveckis R/O IRA 6.11% C&B Mid Cap Equity Institutional Class
c/o Cooke & Bieler Inc. Portfolio Shares
1700 Market Street Ste 3222
Philadelphia, PA 19103
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Any 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) 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 Advisory and Other Services

INVESTMENT ADVISER
- --------------------------------------------------------------------------------
CONTROL OF ADVISER

The adviser is located at 1700 Market Street, Philadelphia, PA 19103. The
adviser is a wholly-owned subsidiary of UAM and provides investment management
services to corporations, pension and profit-sharing plans, 401(k) and thrift
plans, trusts, estates and other institutions and individuals.

UAM is 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 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. Several UAM
Affiliated Firms also act as investment advisers to separate series or
portfolios of the UAM Funds complex.

Investment Advisory Agreement

Service Performed by Adviser

Pursuant to each Investment Advisory Agreement (Advisory Agreements) between
the Fund, on behalf of each portfolio, and the adviser, the adviser has agreed
to:

. Manage the investment and reinvestment of the assets of the portfolios.

. Continuously review, supervise and administer the investment program of the
portfolios.

. Determine in its discretion the securities a portfolio will buy or sell and
the portion of its assets such portfolio will hold uninvested.

22
<PAGE>

Limitation of Liability

In the absence of (1) willful misfeasance, bad faith, or gross negligence of
the part of the adviser in the performance of its obligations and duties under
the Advisory Agreements, (2) reckless disregard by the adviser of its
obligations and duties under the Advisory Agreements, or (3) 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
Advisory Agreements.

Continuing an Advisory Agreement

Unless sooner terminated, an Advisory Agreement shall continue for periods of
one year so long as such continuance is specifically approved at least
annually (a) by a majority of those members of the governing board of the Fund
who are not parties to the Advisory Agreement or interested persons of any
such party and (b) by a majority of the governing board of the Fund or a
majority of the shareholders of the portfolio. An Advisory Agreement may be
terminated at any time by the Fund, without the payment of any penalty, by
vote of a majority of the portfolios' shareholders on 60 days' written notice
to the adviser. The adviser may terminate the Advisory Agreements at any time,
without the payment of any penalty, upon 90 days' written notice to the Fund.
An Advisory Agreement will automatically and immediately terminate if it is
assigned.

Investment Advisory Fee

For its services, the adviser receives an advisory fee calculated by applying
the annual percentage rates listed below to the average daily net assets of
the portfolio for the month. The adviser's fee is paid in monthly
installments. For more information see "EXPENSES" below.

Annual Percentage Rate
---------------------------------------------------------------------------
C & B Equity Portfolio 0.625%
---------------------------------------------------------------------------
C & B Balanced Portfolio 0.625%
---------------------------------------------------------------------------
C & B Equity Portfolio for Taxable Investors 0.625%
---------------------------------------------------------------------------
C & B Mid Cap Equity Portfolio 0.625%

Expense Limitation

The adviser may voluntarily agree to limit the expenses of the portfolios.
The adviser may further reduce its compensation to the extent that the
expenses of a portfolio exceed such lower expense limitation as the adviser
may, by notice to the portfolio, declare to be appropriate. The expenses
subject to this limitation are exclusive of brokerage commissions, interest,
taxes, deferred organizational and extraordinary expenses and, if the Fund has
a distribution plan, payments required under such plan. The prospectus
describes the terms of any expense limitation that are in effect from time to
time.

Philosophy and Style

The adviser bases its philosophy and process on selecting high quality, risk
adverse 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.

Representative Institutional Clients

As of the date of this SAI, 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.

DISTRIBUTOR

23
<PAGE>

services. UAMFDI, an affiliate of UAM, is located at 211 Congress Street,
Boston, Massachusetts 02110.

ADMINISTRATIVE SERVICES

Administrator

Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend disbursing
and transfer agent services for the Fund. UAMFSI, an affiliate of UAM, has its
principal office at 211 Congress Street, Boston, Massachusetts 02110.

. Taxes, interest, brokerage fees and commissions.

. Salaries and fees of officers and members of the Board who are not
officers, directors, shareholders or employees of an affiliate of UAM,
including UAMFSI, UAMFDI or the adviser.

. SEC fees and states 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.

. Any extraordinary expenses and other customary Fund expenses.

Unless sooner terminated, the Fund Administration Agreement shall continue in
effect from year to year provided the board specifically approves such
continuance at least annually. The Board or UAMFSI may terminate the Fund
Administration Agreement, without penalty, 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 Fund Administration
Agreement. Such person or persons may be officers and employees who are
employed by both UAMFSI and the Fund. UAMFSI will pay such person or persons
for such employment. The Fund will not incur any obligations with respect to
such persons.

24
<PAGE>

Sub-Administrator

UAMFSI has subcontracted some of the its administrative and fund accounting
services to CGFSC, an affiliate of The Chase Manhattan Bank, under a Mutual
Funds Service Agreement dated October 26, 1998. CGFSC is located at 73
Tremont Street, Boston, Massachusetts 02108.

Sub-Transfer Agent and Sub-Shareholder Servicing Agent

UAMFSI has subcontracted its transfer agent and dividend-disbursing agent
services to DST Systems, Inc. under an Agency Agreement between UAMFSI and DST
Systems Inc. DST Systems, Inc., is located at P.O. Box 419534, Kansas City,
Missouri 64141-6534.

UAMSSC serves as sub-shareholder servicing agent for the Fund under an
agreement between UAMSSC and UAMFSI. The principal place of business of UAMSSC
is 825 Duportail Road, Wayne, Pennsylvania 19087.

Administrative Fees

In exchange for administrative services, each portfolio pays a four-part fee
to UAMFSI as follows:

A. A portfolio specific fee to UAMFSI calculated from the aggregate net
assets of each portfolio at the following rates:

Annual Rate
----------------------------------------------------------------------
C & B Balanced Portfolio 0.06%
----------------------------------------------------------------------
C & B Equity Portfolio 0.04%
----------------------------------------------------------------------
C & B Portfolio for Taxable Investors 0.04%
----------------------------------------------------------------------
C & B Mid Cap Portfolio 0.04%

B. An annual base fee that UAMFSI pays to CGFSC for its sub-administration and
other services calculated at the annual rate of $52,500 for the first
operational class; $7,500 for each additional operational class; and 0.039%
of their pro rata share of the combined assets of the UAM Funds.

C. An annual base fee that UAMFSI pays to DST Systems, Inc. for its services
as transfer agent and dividend-disbursing agent equal to $10,500 for the
first operational class and $10,500 for each additional class.

D. An annual base fee that UAMFSI pays to UAMSSC for its services as sub-
shareholder-servicing agent equal to $7,500 for the first operational class
and $2,500 for each additional class.

Each portfolio also pays certain account and transaction fees and out-of-
pocket expenses that may be based on the number of open and closed accounts,
the type of account or the services provided to the account.

Shareholder Servicing Arrangements

UAM and any of its affiliates may, at its own expense, compensate a Service
Agent or other person for marketing, shareholder servicing, record-keeping
and/or other services performed with respect to the Fund, a portfolio or any
class of shares of a portfolio. The person making such payments may do so out
of its revenues, its profits or any other source available to it. Such
services arrangements, when in effect, are made generally available to all
qualified service providers. The adviser may also compensate its affiliated
companies for referring investors to the portfolios.

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 PUBLIC ACCOUNTANT

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountants for the Fund.

25
<PAGE>

Brokerage Allocation and Other Practices

SELECTION OF BROKERS

The Advisory Agreements authorize the adviser to select the brokers or dealers
that will execute the purchases and sales of investment securities for a
portfolio. The Advisory Agreement also directs the adviser to use its best
efforts to obtain the best execution with respect to all transactions for a
portfolio. The adviser may select brokers based on research, statistical and
pricing services they provide to the adviser. Information and research
provided by a broker will be in addition to, and not instead of, the services
the adviser is required to perform under the Advisory Agreement. In so doing,
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. The adviser may place portfolio orders with
qualified broker-dealers who refer clients to the adviser.

SIMULTANEOUS TRANSACTIONS

The adviser makes investment decisions for a portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the same
security for more than one client. The adviser strives to allocate such
transactions among its clients, including the portfolios, in a fair and
reasonable manner. Although there is no specified formula for allocating such
transactions, the Fund's governing board periodically reviews the various
allocation methods used by the adviser, and the results of such allocations.

It is not the practice of the Fund to allocate brokerage or effect principal
transactions with dealers based on sales of shares that a broker-dealer firm
makes. However, the Fund may place trades with qualified broker-dealers who
recommend the Fund or who act as agents in the purchase of Fund shares for
their clients.

BROKERAGE COMMISSIONS

Equity Securities

Debt Securities

Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, each Fund will not
pay brokerage commissions for such purchases. When a debt security is bought
from an underwriter, the purchase price will usually include an underwriting
commission or concession. The purchase price for securities bought from
dealers serving as market makers will similarly include the dealer's mark up
or reflect a dealer's mark down. When a portfolio executes transactions in
the over-the-counter market, it will deal with primary market makers unless
prices that are more favorable are otherwise obtainable.

Capital Stock and Other Securities

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund's Articles of Incorporation, as amended, permit its governing board
to issue three billion shares of common stock, with a $.001 par value. The
governing board has the power to create and designate one or more series
(portfolios) or classes of shares of common stock and to classify or
reclassify any unissued shares at any time and without shareholder approval.
When

26
<PAGE>

issued and paid for, the shares of each series and class of the Fund are fully
paid and nonassessable, and have no pre-emptive rights or preference as to
conversion, exchange, dividends, retirement or other features.

The shares of each series and class have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of members of the governing board can elect all of the members if they choose
to do so. On each matter submitted to a vote of the shareholders, 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. Shares of all classes will vote together as a single class except
when otherwise required by law or as determined by the members of the Fund's
governing board.

If the Fund is liquidated, the shareholders of each portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio, or
in the case of a class, belonging to that portfolio and allocable to that
class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held by
them and recorded on the books of the Fund. The liquidation of any portfolio
or class thereof may be authorized at any time by vote of a majority of the
members of the governing board.

The governing board has authorized three classes of shares, Institutional,
Institutional Service and Adviser. The three classes represent interests in
the same assets of a portfolio and, except as discussed below, are identical
in all respects. Unlike Institutional and Adviser Class Shares, Institutional
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 Adviser
Class Shares impose a sales load on purchases. The classes also have
different exchange privileges. The net income attributable to Institutional
Service Class Shares and the dividends payable on Institutional Service Class
Shares will be reduced by the amount of the shareholder servicing and
distribution fees; accordingly, the net asset value of the Institutional
Service Class Shares will be reduced by such amount to the extent a portfolio
has undistributed net income.

The Fund will not hold annual meetings except when required to by the 1940 Act
or other applicable law.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund tries to distribute substantially all of the net investment income of
a portfolio and net realized capital gains so as to avoid income taxes on its
dividends and distributions and the imposition of the federal excise tax on
undistributed income and capital gains. However, the Fund cannot predict the
time or amount of any such dividends or distributions.

Distributions by a portfolio reduce its net asset value ("NAV"). A
distribution that reduces the NAV of a portfolio below its cost basis is
taxable as described in the prospectus of the portfolios, although from an
investment standpoint, it is a return of capital. If you buy shares of a
portfolio on or before the "record date" -- the date that establishes which
shareholders will receive an upcoming distribution -- for a distribution, you
will receive some of the money you invested as a taxable distribution.

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. Each portfolio will
distribute its net capital gains to its investors, but will not offset (for
federal income tax purposes) such gains against any net capital losses of
another portfolio.

27
<PAGE>

Purchase Redemption and Pricing of Shares

PURCHASE OF SHARES

Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of a portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the
New York Stock Exchange ("NYSE") and transmit it to UAMSSC before the close of
its business day to receive that day's share price. UAMSSC must receive proper
payment for the order by the time the portfolio is priced on the following
business day. Service Agents are responsible to their customers and the Fund
for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

Purchases of shares of a portfolio 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 reserves the right in its sole discretion 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.

In-Kind Purchases

If accepted by the Fund, shareholders may purchase shares of a portfolio in
exchange for securities that are eligible for acquisition by the portfolio.
Securities to be exchanged that 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 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
exchanged are liquid securities and not subject to any restrictions upon
their sale by the portfolio under the Securities Act of 1933, or
otherwise.

. 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 upon exchange may realize a gain
or loss for Federal income tax purposes depending upon the cost of securities
or local currency exchanged. Investors interested in such exchanges should
contact the adviser.

REDEMPTION OF SHARES

When you redeem, your shares may be worth more or less than the price you paid
for them depending on the market value of the investments held by the
portfolio.

By Mail

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.

28
<PAGE>

. Any required signature guarantees (see "SIGNATURE GUARANTEES").

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

By Telephone

The following tasks cannot be accomplished by telephone:

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

. Redemption of certificated shares by telephone.

The Fund and 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
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
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, liability, cost or expense for following
instructions received by telephone that it reasonably believes to be genuine.

Redemptions-In-Kind

If the governing board 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
redemptions.

However, 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 governing board believes 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 under "Valuation of Shares." A redeeming shareholder
would normally incur brokerage expenses if these securities were converted to
cash.

Signature Guarantees

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institutions is available from the 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 that 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.

29
<PAGE>

Other Redemption Information

Normally, the Fund will pay for all shares redeemed under proper procedures
within one business day of and no more than seven days after the receipt of
the request, or earlier if required under applicable law. The Fund may suspend
the right of redemption or postpone the date at times when both the NYSE and
Custodian Bank are closed, or under any emergency circumstances determined by
the SEC.

The Fund may suspend redemption privileges or postpone the date of payment:

. During any period that both the NYSE and custodian bank are closed, or
trading on the NYSE is restricted as determined by the Commission.

. 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.

. For such other periods as the Commission may permit.

EXCHANGE PRIVILEGE

The exchange privilege is only available with respect to portfolios that are
qualified for sale in the shareholder's state of residence. Exchanges are
based on the respective net asset values of the shares involved. The
Institutional Class and Institutional Service Class Shares of UAM Funds do not
charge a sales commission or charge of any kind.

Neither the Fund nor any of its service providers will be responsible for the
authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any time.
Such instructions may include limiting the amount or frequency of exchanges
and may be for the purpose of assuring such exchanges do not disadvantage the
Fund and its shareholders.

TRANSFER OF SHARES

Shareholders may transfer shares of each portfolio to another person by making
a written request to the Fund. Your request should clearly identify the
account and number of shares you wish to transfer. All registered owners
should sign the request 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
"Signature Guarantees." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.

VALUATION OF SHARES

The Fund does not price its shares on those days when the New York Stock
Exchange is closed, which are currently: New Year's Day; Dr. Martin Luther
King, Jr. Day; Presidents' Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.

Equity Securities

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 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.

Debt Securities

30
<PAGE>

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.

Other Assets

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 governing board.

Performance Calculations

The portfolios measure performance by calculating yield and total return. Both
yield and total return figures are based on historical earnings and are not
intended to indicate future performance. Performance 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 the Fund 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 the method used to compute or express
performance follows.

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

TOTAL RETURN

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

The 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 one, five and ten-year period and the deduction of
all applicable Fund expenses on an annual basis. Since Institutional Service
Class Shares bear additional service and distribution expenses, their average
annual total return will generally be lower than that of the Institutional
Class Shares.

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).

The average annual total rates of return of the Institutional Class of the
portfolios as of October 31, 1998, are as follows:

31
<PAGE>

<TABLE>
<CAPTION>
One Year Ended Five Years Ended Since Inception Inception Date
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C & B Equity Portfolio
Institutional Class Shares 6.56% 16.76% 14.58% 5/15/90
--------------------------------------------------------------------------------------------------------------------------
C & B Balanced Portfolio
Institutional Class Shares 8.56% 12.22% 11.79% 12/29/89
--------------------------------------------------------------------------------------------------------------------------
C & B Equity Portfolio for Taxable Investors
Institutional Class Shares 8.16% N/A 13.85% 2/12/97
--------------------------------------------------------------------------------------------------------------------------
C & B Mid Cap Equity Portfolio N/A N/A -2.71% 2/18/98
Institutional Class Shares
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD

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
calculated according to a standard that is required for all funds. As this
differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.

Yield is obtained using the following formula:

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

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

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
described in the SAI. This information may also be included in sales
literature and advertising.

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 that
may be used.

32
<PAGE>

portfolio to calculate its performance. In addition, there can be no assurance
that each portfolio will continue this performance as compared to such other
averages.

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, as applicable.

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

If for any taxable year a portfolio does not qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, all of
the portfolio's taxable income would be subject to tax at regular corporate
rates without any deduction for distributions to shareholders. In this event,
a portfolio's distributions to shareholders would be taxable as ordinary
income to the extent of the current and accumulated earnings and profits of
the particular portfolio, and would be eligible for the dividends received
deduction in the case of corporate shareholders. The portfolios intend to
qualify as a "regulated investment company" each year.

Dividends and interest received by each portfolio may give rise to withholding
and other taxes imposed by foreign countries. These taxes would 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.

33
<PAGE>

Expenses

<TABLE>
<CAPTION>
Investment Advisory Investment Advisory Administrator Fee Sub-Administrator Fee
Fees Paid Fees Waived (UAMFSI) (CGFSC)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------

C & B Equity Portfolio
1998 $ 966,726 -0- $31,273 $145,022
- ------------------------------------------------------------------------------------------------------------------------------------

1997 $ 882,890 -0- $56,505 $137,773
- ------------------------------------------------------------------------------------------------------------------------------------

1996 $1,345,533 -0- $66,897 $230,297
- ------------------------------------------------------------------------------------------------------------------------------------

C & B Balanced portfolio
1998 $ 70,255 $67,927 $16,107 $ 79,810
- ------------------------------------------------------------------------------------------------------------------------------------

1997 $ 89,715 $54,862 $13,866 $ 76,870
- ------------------------------------------------------------------------------------------------------------------------------------

1996 $ 77,383 $66,224 $ 7,327 $ 77,007
- ------------------------------------------------------------------------------------------------------------------------------------

C & B Equity Portfolio for Taxable
Investors
1998 -0- $16,532 $ 3,684 $ 61,533
- ------------------------------------------------------------------------------------------------------------------------------------

1997* -0- $ 3,003 $ 191 $ 23,521
- ------------------------------------------------------------------------------------------------------------------------------------

C & B Mid Cap Equity Portfolio
1998** -0- $ 3,589 $ 1,690 $ 23,821
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Brokerage Commissions
<S> <C>
C & B Equity Portfolio
1998 $144,662
- ---------------------------------------------------------------
1997 $170,908
- ---------------------------------------------------------------
1996 $196,407
- ---------------------------------------------------------------
C & B Balanced portfolio
1998 $ 14,854
- ---------------------------------------------------------------
1997 $ 14,006
- ---------------------------------------------------------------
1996 $ 10,972
- ---------------------------------------------------------------
C & B Equity Portfolio for Taxable
Investors
1998 $ 5,124
- ---------------------------------------------------------------
1997* $ 1,054
- ---------------------------------------------------------------
C & B Mid Cap Equity Portfolio
1998** $ 2,184
- ---------------------------------------------------------------
</TABLE>

* During the period from February 12, 1997(initial offering) to October 31,
1997.

** During the period from February 18, 1998 (initial offering) to October 31,
1998.

Financial Statements

The financial statements for each portfolio for the fiscal year ended October
31, 1998, the financial highlights for the respective periods presented, and
the report thereon by PricewaterhouseCoopers LLP, the Fund's independent
accountant, which appear in portfolios' 1998 Annual Report, are incorporated
by reference into this SAI. No other parts are incorporated by reference
herein. Copies of the 1998 Annual Report may be obtained free of charge by
telephoning the UAM Funds at the telephone number appearing on the front page
of this SAI.

34
<PAGE>

Appendix A: Description Of Securities And Ratings

MOODY'S INVESTORS SERVICE, INC.
- --------------------------------------------------------------------------------

Preferred Stock Ratings

aa An issue which is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is a
reasonable assurance the earnings and asset protection will
remain relatively well maintained in the foreseeable future.

baa An issue which is rated "baa" is considered to be a medium-
grade preferred stock, neither highly protected nor poorly
secured. Earnings and asset protection appear adequate at
present but may be questionable over any great length of
time.

ba An issue which is rated "ba" is considered to have
speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in
this class.

caa An issue which is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport
to indicate the future status of payments.

ca An issue which is rated "ca" is speculative in a high degree
and is likely to be in arrears on dividends with little
likelihood of eventual payments.

c This is the lowest rated class of preferred or preference
stock. Issues so rated can thus be regarded as having
extremely poor prospects of ever attaining any real
investment standing.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: 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.

Debt Ratings - Taxable Debt & Deposits Globally

A-1
<PAGE>

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 the 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.

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

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

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

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

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

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

Short-Term Prime Rating System - Taxable Debt & Deposits Globally

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1 Issuers rated Prime-1 (or supporting institution) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 repayment ability will often be
evidenced by many of the following characteristics:

. High rates of return on funds employed.

. Conservative capitalization structure with moderate
reliance on debt and ample asset protection.

. Broad leading market positions in well-established
industries.

. margins in earnings coverage of fixed financial charges
and high internal cash generation.

A-2
<PAGE>

. Well-established access to a range of financial markets
and assured sources of alternate liquidity.

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligation. The effect of industry characteristics and
market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the
level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate
liquidity is maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATINGS SERVICES
- --------------------------------------------------------------------------------

Preferred Stock Ratings

AAA This is the highest rating that may be assigned by Standard
& Poor's to a preferred stock issue and indicates an
extremely strong capacity to pay the preferred stock
obligations.

AA A preferred stock issue rated AA also qualifies as a high-
quality, fixed-income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated AAA.

BBB An issue rated BBB is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a
preferred stock in this category than for issues in the A
category.

BB, B, CCC Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the
issuer's capacity to pay preferred stock obligations. BB
indicates the lowest degree of speculation and CCC the
highest. While such issues will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that
is in arrears on dividends or sinking fund payments, but
that is currently paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the
issuer in default on debt instruments.

N.R. This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that Standard & Poor's does not rate a particular type of
obligation as a matter of policy.

A-3
<PAGE>

Plus (+) or To provide more detailed indications of preferred stock
minus (-) quality, ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing
within the major rating categories.

Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

Nature of and provisions of the obligation;

Protection afforded by, and relative position of, the obligation in the event
of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA An obligation rated AAA have the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.

A An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher- rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligator to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC , CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major risk exposures to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing
uncertainties or exposures to adverse business, financial,
or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the
obligation.

B An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the
capacity to meet its financial commitment on the obligation.
Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

CCC An obligation rated CCC is currently vulnerable to non-
payment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its
financial commitment on the obligations.

CC An obligation rated CC is currently highly vulnerable to
nonpayment.

C The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has
been taken, but payments on this obligation are being
continued.

A-4
<PAGE>

D An obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made
on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition
or the taking of a similar action if payments on an
obligation are jeopardized.

Plus (+) or minus (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

r This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligation linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk-such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

Short-Term Issue Credit Ratings

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's
capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than obligation in
higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is
satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate
protection parameters. However, adverse economic conditions
or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.

B A short-term obligation rated B is regarded as having
significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment
on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

C A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation.

D A short-term obligation rated D is in payment default. The D
rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period
has not expired, unless Standard & Poors' believes that such
payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition
or the taking of a similar action if payments on an
obligation are jeopardized.

A-5
<PAGE>

DUFF & PHELPS CREDIT RATING CO.
- --------------------------------------------------------------------------------

Long-Term Debt and Preferred Stock

AAA Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

AA+/AA High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk
factors are more variable in periods of greater economic
stress.

BBB+/BBB Below-average protection factors but still considered
sufficient for prudent investment.

BBB- Considerable variability in risk during economic cycles.

BB+/BB/BB- Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection
factors fluctuate according to industry conditions. Overall
quality may move up or down frequently within this category.

B+/B/B- Below investment grade and possessing risk that obligation
will not be net when due. Financial protection factors will
fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable
company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments. Issuer failed to meet
scheduled principal and/or interest payments.

DP Preferred stock with dividend arrearages.

Short-Term Debt

High Grade

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations.

D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection
factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors.
Risk factors are very small.

Good Grade

D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

A-6
<PAGE>

Satisfactory Grade

D-3 Satisfactory liquidity and other protection factors qualify
issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.

Non-Investment Grade

D-4 Speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high
degree of variation.

Default
D-5 Issuer failed to meet scheduled principal and/or interest
payments.

FITCH IBCA RATINGS
- --------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade

AAA Highest credit quality. `AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case
of exceptionally strong capacity for timely payment for
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.

AA Very high credit quality. `AA' ratings denote a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.

A High credit quality. `A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in circumstances
or in economic conditions than is the case for higher
ratings.

B Good credit quality. `BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for
timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.
This is the lowest investment-grade category.

Speculative Grade

BB Speculative. `BB' ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time; however,
business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this
category are not investment grade.

B Highly speculative. `B' ratings indicate that significant
credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon a
sustained, favorable business and economic environment.

CCC,CC,C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon
sustained, favorable business or economic developments. A
`CC' rating indicates that default of some kind appears
probable. `C' ratings signal imminent default.

A-7
<PAGE>

DDD,DD,D Default. Securities are not meeting current obligations and
are extremely speculative. `DDD' designates the highest
potential for recovery of amounts outstanding on any
securities involved. For U.S. corporates, for example, `DD'
indicates expected recovery of 50% - 90% of such
outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

International Short-Term Credit Ratings

F1 Highest credit quality. Indicates the strongest capacity for
timely payment of financial commitments; may have an added
"+" to denote any exceptionally strong credit feature.

F2 Good credit quality. A satisfactory capacity for timely
payment of financial commitments, but the margin of safety
is not as great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term
adverse changes could result in a reduction to non-
investment grade.

B Speculative. Minimal capacity for timely payment of
financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon a
sustained, favorable business and economic environment.

D Default. Denotes actual or imminent payment default.

Notes

"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the `AAA' long-term rating
category, to categories below `CCC', or to short-term ratings other than `F1'.

`NR' indicates that Fitch IBCA does not rate the issuer or issue in question.

`Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

RatingAlert: Ratings are placed on RatingAlert to notify investors that there is
a reasonable probability of a rating change and the likely direction of such
change. These are designated as "Positive", indicating a potential upgrade,
"Negative", for a potential downgrade, or "Evolving", if ratings may be raised,
lowered or maintained. RatingAlert is typically resolved over a relatively short
period.

A-8
<PAGE>

Appendix B - Comparisons

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.

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.

Donoghue's Money Fund Average -- is an average of all major money market fund
yields, published weekly for 7 and 30-day yields.

Dow Jones Industrial Average -- a price-weighted average of thirty blue-chip
stocks that are generally the leaders in their industry and are listed on the
New York Stock Exchange. It has been a widely followed indicator of the stock
market since October 1, 1928.

Dow Jones Industrial Average -- an unmanaged price weighted average of 30
blue-chip stocks.

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.

Historical data supplied by the research departments of First Boston
Corporation, J.P. Morgan & Co, Inc., Salomon Smith Barney, Merrill Lynch &
Co., Inc., Lehman Brothers, Inc. and Bloomberg L.P.

IBC's Money Fund Average/All Taxable -- an average of all major money market
fund yields, published weekly for 7- and 30-day yields.

IFC Investable Index -- an unmanaged index maintained by the International
Finance Corporation. This 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.

Lehman Aggregate Bond Index -- an unmanaged fixed income market value-
weighted index that combines the Lehman Government/Corporate Index and the
Lehman Mortgage-Backed Securities Index, and includes treasury issues, agency
issues, corporate bond issues and mortgage backed securities. It includes
fixed rate issuers of investment grade (BBB) or higher, with maturities of at
least one year and outstanding par values of at least $200 million for U.S.
government issues and $25 million for others.

Lehman Corporate Bond Index -- an unmanaged indices of all publicly issues,
fixed-rate, nonconvertible investment grade domestic corporate debt. Also
included are yankee bonds, which are dollar-denominated SEC registered
public, noncovertible debt issued or guaranteed by foreign sovereign
governments, municipalities, or governmental agencies, or international
agencies.
Lehman Government Bond Index -- an unmanaged treasury bond index including
all public obligations of the U.S. Treasury, excluding flower bonds and
foreign-targeted issues, and the Agency Bond Index (all publicly issued debt
of U.S. government agencies and quasi-federal corporation, and corporate debt
guaranteed by the U.S. government). In addition to the aggregate index, sub-
indices cover intermediate and long term issues.

B-1
<PAGE>

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.

Lehman High Yield Bond Index - an unmanaged index of fixed rate, non-
investment grade debt. All bonds included in the index are dollar
denominated, noncovertible, have at least one year remaining to maturity and
an outstanding par value of at least $100 million.

Lehman Intermediate Government/Corporate Index - an unmanaged fixed income
market value-weighted index that combines the Lehman Government Bond Index
(intermediate-term sub-index) and Lehman Corporate Bond Index.

Lipper 1-5 Year Short Investment Grade Debt Funds Average - is an average of
100 funds that invest at least 65% of assets in investment grade debt issues
(BBB or higher) with dollar-weighted average maturities of 5 years or less.

Lipper Balanced Fund Index - an unmanaged index of open-end equity funds
whose primary objective is to conserve principal by maintaining at all time a
balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio
ranges around 60%/40%.

Lipper Equity Income Fund Index - an unmanaged index of equity funds which
seek relatively high current income and growth of income through investing
60% or more of the portfolio in equities.

Lipper Equity Mid Cap Fund Index - an unmanaged index of funds which by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $5 billion at the time of purchase.

Lipper Equity Small Cap Fund Index - an unmanaged index of funds by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $1 billion at the time of purchase.

Lipper Growth Fund Index - an unmanaged index composed of the 30 largest
funds by asset size in this investment objective.

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.

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 (BBB or higher).

Morgan Stanley Capital International EAFE Index - 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.

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

NASDAQ Composite Index - is a market capitalization, price only, unmanaged
index that tracks the performance of domestic common stocks traded on the
regular NASDAQ market as well as national market System traded foreign common
stocks and ADRs..

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.

Russell 1000 Index - an unmanaged index composed of the 1000 largest stocks
in the Russell 3000 Index.

B-2
<PAGE>

Russell 2000 Growth Index - contains those Russell 2000 securities with
higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Index - an unmanaged index composed of the 2,000 smallest stocks
in the Russell 3000 Index.

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.

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 dividend yields
and higher forecasted growth values than the value universe.

Russell 2500 Index - an unmanaged index composed of the 2,5000 smallest
stocks in the Russell 3000.

Russell 2500 Value Index - contains those Russell 2500 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 then the Growth universe.

Russell 3000 Index - composed of the 3,000 largest U.S. publically traded
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.

Russell Mid-Cap Index - is composed of the 800 smallest stocks in the Russell
1000 Index, with an average capitalization of $1.96 billion.

Salomon Smith Barney Global excluding U.S. Equity Index - an comprised of the
smallest stocks (less than $1 billion market capitalization) of the Extended
Market Index, of both developed and emerging markets.

Salomon Smith Barney One to Three Year Treasury Index - an unmanaged index
comprised of U.S. treasury notes and bonds with maturities one year or
greater, but less than three years.

Salomon Smith Barney Three-Month T-Bill Average - the average for all
treasury bills for the previous three-month period.

Salomon Smith Barney Three-Month U.S. Treasury Bill Index - a return
equivalent yield average based on the last three 3-month Treasury bill
issues.

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

Standard & Poors' 600 Small Cap Index - an unmanaged index comprised of 600
domestic stocks chosen for market size, liquidity, and industry group
representation. The index is comprised of stocks from the industrial,
utility, financial, and transportation sectors.

Standard & Poors' Midcap 400 Index - consists of 400 domestic stocks chosen
for market size (medium market capitalization of approximately $700 million),
liquidity, and industry group representation. It is a market-value weighted
index with each stock affecting the index in proportion to its market value.

Standard & Poors' 500 Stock Index - an unmanaged index composed of 400
industrial stocks, 40 financial stocks, 40 utilities stocks and 20
transportation stocks.

Standard & Poors' Barra Value Index - is constructed by dividing the
securities in the S&P 500 Index according to price-to-book ratio. This index
contains the securities with the lower price-to-book ratios; the securities
with the higher price-to-book ratios are contained in the Standard & Poor's
Barra Growth Index.

Standard & Poors' Utilities Stock Price Index - a market capitalization
weighted index representing three utility groups and, with the three groups,
43 of the largest utility companies listed on the New York Stock Exchange,
including 23 electric power companies, 12 natural gas distributors and 8
telephone companies.

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.S. Three-Month Treasury Bill Average - the average return for all treasury
bills for the previous three month period.

B-3
<PAGE>

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

Wilshire Real Estate Securities Index - a market capitalization weighted
index of publicly traded real estate securities, including real estate
investment trusts, real estate operating companies and partnerships. The
index is used by he institutional investment community as a broad measure of
the performance of public real estate equity for asset allocation and
performance comparison.

Wilshire REIT Index - includes 112 real estate investment trusts (REITs) but
excludes seven real estate operating companies that are included in the
Wilshire Real Estate Securities Index..

Note: With respect to the comparative measures of performance for equity
securities described herein, comparisons of performance assume reinvestment
of dividends, except as otherwise stated.

B-4
<PAGE>

UAM Funds
PO BOX 419081
KANSAS CITY, MO 64141-6081
(TOLL FREE) 1-877-UAM-LINK (826-5465)

THE DSI PORTFOLIOS
DSI BALANCED PORTFOLIO
DSI DISCIPLINED VALUE PORTFOLIO
DSI LIMITED MATURITY BOND PORTFOLIO
DSI MONEY MARKET PORTFOLIO
DSI SMALL CAP VALUE PORTFOLIO

INSTITUTIONAL CLASS SHARES

DSI DISCIPLINED VALUE PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 16, 1999

This statement of additional information (SAI) is not a prospectus. However, you
should read it in conjunction with the Prospectus of The DSI Portfolios
Institutional Class Shares dated February 16, 1999 and the Prospectus of The DSI
Disciplined Value Portfolio's Institutional Service Class Shares dated February
16, 1999. You may obtain a Prospectus for the appropriate DSI portfolio by
contacting the UAM Funds at the address listed above.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
UAM FUNDS......................................................................................... 1
DEFINITIONS....................................................................................... 1
THE FUND.......................................................................................... 1
DESCRIPTION OF THE PORTFOLIOS AND THEIR INVESTMENTS AND RISKS..................................... 1
Equity Securities (DSI Balanced, Disciplined Value And Small Cap Value Portfolios).............. 1
Debt Securities (DSI Balanced, Limited Maturity Bond And Money Market Portfolios)................ 2
Derivatives (All Except DSI Money Market Portfolio).............................................. 7
Foreign Securities............................................................................... 11
Investment Companies............................................................................. 15
Municipal Bonds (DSI Balanced and Bond Portfolios)............................................... 15
Repurchase Agreements............................................................................ 16
Restricted Securities............................................................................ 16
Securities Lending............................................................................... 16
Short-Term Investments........................................................................... 17
When-Issued, Forward Commitment and Delayed Delivery Transactions................................ 18
INVESTMENT POLICIES............................................................................... 18
Fundamental Investment Policies.................................................................. 19
Non-Fundamental Policies......................................................................... 21
MANAGEMENT OF THE FUND............................................................................ 22
CODE OF ETHICS.................................................................................... 24
PRINCIPAL HOLDERS OF SECURITIES................................................................... 24
INVESTMENT ADVISORY AND OTHER SERVICES............................................................ 25
Investment Adviser............................................................................... 25
Distributor...................................................................................... 27
Administrative Services.......................................................................... 28
Custodian........................................................................................ 29
Independent Public Accountant.................................................................... 29
Service And Distribution Plan (DSI Disciplined Value Portfolio).................................. 29
BROKERAGE ALLOCATION AND OTHER PRACTICES.......................................................... 32
Selection of Brokers............................................................................. 32
Simultaneous Transactions........................................................................ 32
Brokerage Commissions............................................................................ 32
CAPITAL STOCK AND OTHER SECURITIES................................................................ 33
Description Of Shares And Voting Rights.......................................................... 33
Dividends and Capital Gains Distributions........................................................ 33
PURCHASE REDEMPTION AND PRICING OF SHARES......................................................... 34
Purchase of Shares............................................................................... 34
Redemption of Shares............................................................................. 34
Exchange Privilege............................................................................... 36
Transfer Of Shares............................................................................... 36
Valuation of Shares.............................................................................. 36
PERFORMANCE CALCULATIONS.......................................................................... 37
Total Return..................................................................................... 37
Yield............................................................................................ 38
Yield (DSI Money Market Portfolio)............................................................... 39
Comparisons...................................................................................... 39
TAXES............................................................................................. 39
EXPENSES.......................................................................................... 40
FINANCIAL STATEMENTS.............................................................................. 40
APPENDIX A: DESCRIPTION OF SECURITIES AND RATINGS................................................ A-1
APPENDIX B - COMPARISONS.......................................................................... B-1
</TABLE>
<PAGE>

DEFINITIONS

The "Fund" is UAM Funds, Inc.

The term "adviser" means Dewey Square Investors Corporation, the Fund's
investment adviser.

UAM is United Asset Management Corporation.

UAMFSI is UAM Fund Services, Inc., the Fund's administrator.

UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.

UAMSSC is UAM Fund Shareholder Servicing Center, the Fund's sub-shareholder-
servicing agent.

CGFSC is Chase Global Funds Service Company, the Fund's sub-administrator.

UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds Trust
II and all of their portfolios.

The term "portfolios" is used to refer to the DSI Portfolios as a group, while
"portfolio" refers to a single DSI Portfolio.

The terms "board" and "governing board" refer to the Fund's Board of Directors
as a group, while "board member" refers to a single member of the board.

"1940 Act" means Investment Company Act of 1940, as amended.

All other defined terms, which are not otherwise defined in this SAI, have the
same meaning in the SAI as they do in the prospectuses of The DSI Portfolios.

The Fund

The Fund is an open-end, management investment company under the 1940 Act. The
DSI Portfolios are a diversified series of the Fund This means that with
respect to 75% of its total assets, the portfolios may not invest more than 5%
of their respective total assets in the securities of any one issuer (except
U.S. government securities). The remaining 25% of its total assets are not
subject to this restriction. To the extent the Fund invests a significant
portion of its assets in the securities of a particular issuer, it will be
subject to an increased risk of loss if the market value of such issuer's
securities declines.

DESCRIPTION OF THE PORTFOLIOS AND THEIR INVESTMENTS AND RISKS

EQUITY SECURITIES (DSI BALANCED, DISCIPLINED VALUE AND SMALL CAP VALUE
PORTFOLIOS)
- --------------------------------------------------------------------------------
Some of the portfolios may invest in equity securities such as common and
preferred stocks. While investing in stocks allows the portfolios to
participate in the benefits of owning a company, the portfolios must accept
the risks of ownership. Unlike bondholders, who have preference to a
company's earnings and cash flow, preferred stockholders, followed by common
stockholders in order of priority, are entitled only to the residual amount
after a company meets its other obligations. For this

1
<PAGE>

reason, the value of a company's stock will usually react more strongly to
actual or perceived changes in the company's financial condition or prospects
than its debt obligations. Stockholders of a company that fares poorly can
lose money.

Preferred stock has a preference over common stock in liquidation (and
generally dividends as well) but is subordinated to the liabilities of the
issuer in all respects. As a general rule, the market values 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 securities 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 characteristics. Types of preferred stocks include adjustable-rate
preferred stock, fixed dividend preferred stock, perpetual preferred stock,
and sinking fund preferred stock.

STOCK MARKET RISK

Stock markets tend to move in cycles with short or extended periods of rising
and falling stock prices. The value of a company's stock may fall because of:

. Factors that directly relate to that company, such as decisions made by its
management or lower demand for the company's products or services.

. Factors affecting an entire industry, such as increases in production
costs.

. Changes in financial market conditions that are relatively unrelated to the
company or its industry, such as changes in interest rates, currency
exchange rates or inflation rates.

RIGHTS AND WARRANTS

The portfolios may purchase warrants and rights, which are securities
permitting, but not obligating, their holder to purchase the underlying
securities at a predetermined price. Generally, warrants and stock purchase
rights do not carry with them the right to receive dividends or exercise
voting rights with respect to the underlying securities, and they do not
represent any rights in the assets of the issuer. Therefore, an investment in
warrants and rights may entail greater risk than certain other types of
investments. In addition, the value of warrants and rights does not
necessarily change with the value of the underlying securities, and they cease
to have value if they are not exercised on or prior to their expiration date.
Investment in warrants and rights increases the potential profit or loss to be
realized from the investment of a given amount of a portfolio's assets as
compared with investing the same amount in the underlying stock.

CONVERTIBLE SECURITIES

Certain of the portfolios may purchase corporate bonds, debentures and
preferred stock that are convertible into common stock. In exchange for the
conversion feature, many corporations will pay a lower rate of interest on
convertible securities than debt securities of the same corporation.

Convertible corporate bonds, debentures and preferred stock are subject to the
same risks as similar securities without the convertible feature. In
addition, their market price tends to go up if the stock price moves up. For
this reason, convertible securities are more volatile in price during times of
steady interest rates than other types of fixed income securities.

DEBT SECURITIES (DSI BALANCED, LIMITED MATURITY BOND AND MONEY MARKET
PORTFOLIOS)
- --------------------------------------------------------------------------------
Debt securities are used by corporations and governments to borrow money from
investors. Most debt securities promise a variable or fixed rate of return
and repayment of the amount borrowed at maturity. Some debt securities, such
as zero-coupon bonds, do not pay current interest and are purchased at a
discount from their face value. Debt securities may include, among other
things, all types of bills, notes, bonds, mortgage-backed securities or asset-
backed securities.

2
<PAGE>

instrument, therefore, will be determined not only by how much interest is
earned, but also by how much the price of the security and interest rates
change.

INTEREST RATES

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will go
down, and vice versa). One can estimate the anticipated change in the price of
a fixed rate security for each 1% shift in interest rates by using a risk
measure known as effective duration. An effective duration of 4 years, for
example, would suggest that for each 1% reduction in interest rates at all
maturity levels, the price of a security is estimated to increase by 4%. An
increase in rates by the same magnitude is estimated to reduce the price of
the security by 4%. By knowing the yield and the effective duration of a debt
security, one can estimate total return based on an expectation of how much
interest rates, in general, will change.

While serving as a good estimator of prospective returns, effective duration
is an imperfect measure. While lower interest rates generally improve the
value of a fixed income portfolio, lower interest rates may also introduce
certain risks which may independently cause the share price of the portfolios
to fall. Lower rates motivate people to pay off mortgage-backed and asset-
backed securities earlier than expected, which introduces reinvestment risk.
Reinvesting portfolio assets at lower rates may reduce the yield of the
portfolio. The unexpected timing of mortgage and asset-backed prepayments
caused by the variations in interest rates may also shorten or lengthen the
average maturity of the portfolios. Neglecting this drift in average maturity
may have the unintended effect of increasing or reducing the effective
duration of the portfolios which may in turn adversely affect the expected
performance of the portfolios.

CREDIT RATING

Coupon interest is offered to investors of fixed income securities as
compensation for assuming risk, although short-term U.S. treasury securities,
such as 3 month treasury bills, are considered "risk free." Corporate
securities offer higher yields than U.S. treasuries because their payment of
interest and complete repayment of principal is less certain. The credit
rating or financial condition of an issuer may affect the value of a debt
security. Generally, the lower the quality rating of a security, the greater
the risks that the issuer will fail to pay interest and return principal. To
compensate investors for taking on increased risk, issuers with lower credit
ratings usually offer their investors a higher "risk premium" in the form of
higher interest rates above comparable U.S. treasuries.

Changes in investor confidence regarding the certainty of interest and
principal payments of a fixed income corporate security will result in an
adjustment to this "risk premium." Since an issuer's outstanding debt carries
a fixed coupon, adjustments to the risk premium must occur in the price, which
effects the yield to maturity of the bond. If an issuer defaults or becomes
unable to honor its financial obligations, the bond may lose some or all of
its value

A security rated within the four highest rating categories by a rating agency
is called investment-grade because its issuer is more likely to pay interest
and repay principal than an issuer of a lower rated bond. Adverse economic
conditions or changing circumstances, however, may weaken the capacity of the
issuer to pay interest and repay principal. If a security is not rated or is
rated under a different system, the adviser may determine that it is of
investment-grade. The adviser may retain securities that are downgraded, if
it believes that keeping those securities is warranted.

Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolios currently use ratings compiled by Standard and
Poor's Ratings Services, Duff & Phelps Rating Co., Fitch IBCA, Inc. and,
Moody's Investor Services. Credit ratings are only an agency's opinion, not an
absolute standard of quality, and they do not reflect an evaluation of market
risk. Appendix A contains further information concerning the ratings of
certain rating agencies and their significance.

3
<PAGE>

The adviser may use ratings produced by ratings agencies as guidelines to
determine the rating of a security at the time a portfolio buys it. A rating
agency may change its credit ratings at any time. The adviser monitors the
rating of the security and will take appropriate actions if a rating agency
reduces the security's rating. A portfolio is not obligated to dispose of
securities whose issuers subsequently are in default or which are downgraded
below the above-stated ratings

U.S. GOVERNMENT SECURITIES

For a discussion of these securities see "SHORT-TERM INVESTMENTS - GOVERNMENT
SECURITIES," below.

CORPORATE BONDS

For a discussion of these securities see "SHORT-TERM INVESTMENTS - CORPORATE
BONDS," below.

MORTGAGE-BACKED SECURITIES AND MORTGAGE PASS-THROUGH SECURITIES

Mortgage-backed securities are interests in pools of mortgage loans that
various governmental, government-related and private organizations assemble as
securities for sale to investors. Mortgage-backed securities differ from other
forms of debt securities because they make monthly payments that consist of
both interest and principal payments. (Other debt securities normally provide
for periodic payment of interest in fixed amounts with principal payments at
maturity or specified call dates.) In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities.

Governmental entities, private insurers and the mortgage poolers may insure or
guaranty the timely payment of interest and principal of these pools through
various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit issue the insurance and
guarantees. The adviser will consider such insurance and guarantees and the
creditworthiness of the issuers thereof in determining whether a mortgage-
related security meets its investment quality standards. It is possible that
the private insurers or guarantors will not meet their obligations under the
insurance policies or guarantee arrangements.

Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA)

GNMA, a wholly owned U.S. government corporation within the Department of
Housing and Urban Development, is the principal governmental guarantor of
mortgage-related securities. GNMA, which is backed by the full faith and
credit of the U.S. government, guarantees the timely payment of principal and
interest on securities issued by institutions approved by GNMA and backed by
pools of FHA-insured or VA-guaranteed mortgages. GNMA does not guarantee the
market value or yield of mortgage-backed securities or the value of portfolio
shares. To buy GNMA securities, a portfolio may have to pay a premium over the
maturity value of the underlying mortgages, which the portfolio may lose if
prepayment occurs.

4
<PAGE>

FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA)

FNMA is a government-sponsored corporation owned entirely by private
stockholders. FNMA, which is regulated by the Secretary of Housing and Urban
development, purchases conventional mortgages from a list of approved
seller/servicers, including 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, but are not backed by the
full faith and credit of the U.S. government.

FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC)

FHLMC is a corporate instrumentality of the U.S. government whose stock is
owned by the twelve Federal Home Loan Banks. Congress created FHLMC in 1970
to increase the availability of mortgage credit for residential housing. FHLMC
issues Participation Certificates (PCs) which represent interests in
conventional mortgages from its national portfolio. Like FNMA, FHLMC
guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the U.S.
government.

COMMERCIAL BANKS, SAVINGS AND LOAN INSTITUTIONS, PRIVATE MORTGAGE INSURANCE
COMPANIES, MORTGAGE BANKERS AND OTHER SECONDARY MARKET ISSUERS

RISK OF INVESTING IN MORTGAGE-BACKED SECURITIES

Yield characteristics of mortgage-backed securities differ from those of
traditional fixed income securities. The major differences include interest
and principal payments that are more frequent (usually monthly), adjustable
interest rates, and the possibility that prepayments of principal may be made
substantially earlier than their final distribution dates so that the price of
the security will generally decline when interest rates rise.

Changes in interest rates and a variety of economic, geographic, social and
other factors, such as the sale of the underlying property, refinancing or
foreclosure, can cause the loans underlying a mortgage-backed security to be
repaid sooner than expected. If the prepayment rates increase, a portfolio may
have to reinvest its principal at a rate of interest that is lower than the
rate on existing mortgage-backed securities. Conversely, when interest rates
are rising many mortgage-backed securities will see a decline in the
prepayment rate, extending their average life. Extending the average life of a
mortgage-backed security increases the risk of depreciation due to future
increases in market interest rates. For these reasons, mortgage-backed
securities may be less effective than other types of U.S. government
securities as a means of "locking in" interest rates.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs are hybrids between mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, CMOs usually pay interest and prepaid principal
semiannually. While whole mortgage loans may collateralize CMOs, portfolios of
mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA, and their
income streams more typically collateralize them.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, and invests in certain mortgages primarily
secured by interests in real property and other permitted investments.

CMOs are structured into multiple classes, each bearing a different stated
maturity. Each class of CMO or REMIC certificate, often referred to as a
"tranche," is issued at a specific interest rate and must be fully retired by
its final distribution date. Generally, all classes of CMOs or REMIC
certificates pay or accrue interest monthly. Investing in the lowest tranche
of CMOs and REMIC certificates involves risks similar to those associated with
investing in equity securities.

5
<PAGE>

OTHER ASSET-BACKED SECURITIES

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the
benefit of any security interest in the related assets, which raises the
possibility that recoveries on repossessed collateral may not be available to
support payments on these securities. For example, credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which allow debtors
to reduce their balances by offsetting certain amounts owed on the credit
cards. Most issuers of asset-backed securities backed by automobile
receivables permit the servicers of such receivables to retain possession of
the underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the rated asset-backed securities. Because
of the large number of vehicles involved and technical requirements under
state laws, the trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables.

To lessen the effect of failures by obligors on underlying assets to make
payments, the entity administering the pool of assets may agree to ensure the
receipt of payments on the underlying pool occurs in a timely fashion
("liquidity protection"). In addition, asset-backed securities may obtain
insurance, such as guarantees, policies or letters of credit obtained by the
issuer or sponsor from third parties, for some or all of the assets in the
pool ("credit support"). Delinquency or loss more than that anticipated or
failure of the credit support could adversely affect the return on an
investment in such a security.

The portfolios may also invest in residual interests in asset-backed
securities, which is the excess cash flow remaining after making required
payments on the securities and paying related administrative expenses. The
amount of residual cash flow resulting from a particular issue of asset-backed
securities depends in part on the characteristics of the underlying assets,
the coupon rates on the securities, prevailing interest rates, the amount of
administrative expenses and the actual prepayment experience on the underlying
assets.

STRIPPED MORTGAGE-BACKED SECURITIES

Stripped mortgage-backed securities are derivative multiple-class mortgage-
backed securities. Stripped mortgage-backed securities usually have two
classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. Typically, one class will receive
some of the interest and most of the principal, while the other class will
receive most of the interest and the remaining principal. In extreme cases,
one class will receive all of the interest ("interest only" or "IO" class)
while the other class will receive the entire principal (the "principal only"
or "PO" class). The cash flows and yields on IOs and POs are extremely
sensitive to the rate of principal payments (including prepayments) on the
underlying mortgage loans or mortgage-backed securities. A rapid rate of
principal payments may adversely affect the yield to maturity of IOs. Slower
than anticipated prepayments of principal may adversely affect the yield to
maturity of a PO. The yields and market risk of interest only and principal
only stripped mortgage-backed securities, respectively, may be more volatile
than those of other fixed income securities, including traditional mortgage-
backed securities.

YANKEE BONDS

Yankee bonds are dollar-denominated bonds issued inside the United States by
foreign entities. Investment in these securities involve certain risks which
are not typically associated with investing in domestic securities. See
"FOREIGN SECURITIES".

ZERO COUPON BONDS

These securities make no periodic payments of interest, but instead are sold
at a discount from their face value. When held to maturity, their entire
income, which consists of accretion of discount, comes from the difference
between the issue price and their value at maturity. The amount of the
discount rate varies depending on factors including the time remaining until
maturity, prevailing interest rates, the security's liquidity and the issuer's
credit quality. The market value of zero coupon securities may exhibit greater
price volatility than ordinary debt securities because a stripped security
will have a longer duration than an ordinary debt security with the same
maturity. A portfolio's investments in pay-in-kind, delayed and zero coupon
bonds may require it to sell certain of its portfolio securities to generate
sufficient cash to satisfy certain income distribution requirements.

6
<PAGE>

These securities may include U.S. Treasury securities that have had their
interest payments ("coupons") separated from the underlying principal
("corpus") by their holder, typically a custodian bank or investment brokerage
firm. Once the holder of the security has stripped or separated corpus and
coupons, it may sell each component separately. The principal or corpus is
then sold at a deep discount because the buyer receives only the right to
receive a future fixed payment on the security and does not receive any rights
to periodic interest (cash) payments. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and sold
bundled in such form. The underlying U.S. Treasury security is held in book-
entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof. Purchasers of
stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero coupon securities that the Treasury sells
itself.

The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record keeping system. Under a Federal Reserve program
known as "STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities," a portfolio can record its beneficial ownership of the coupon or
corpus directly in the book-entry record-keeping system.

DERIVATIVES (ALL EXCEPT DSI MONEY MARKET PORTFOLIO)
- --------------------------------------------------------------------------------

Derivatives are financial instruments whose value is based on an underlying
asset, such as a stock or a bond, or an underlying economic factor, such as an
interest rate or an index. A portfolio tries to minimize its loss by investing
in derivatives to protect them from broad fluctuations in market prices,
interest rates or foreign currency exchange rates. Investing in derivatives
for these purposes is known as "hedging." When hedging is successful, the
portfolio will have offset any depreciation in the value of its portfolio
securities by the appreciation in the value of the derivative position.
Although techniques other than the sale and purchase of derivatives could be
used to control the exposure of a portfolio to market fluctuations, the use of
derivatives may be a more effective means of hedging this exposure.

FUTURES

A futures contract is an agreement between two parties whereby one party is
obligated to buy and the other is obligated to sell a financial instrument at
an agreed upon price and time. The parties to a futures contract do not have
to pay for or deliver the underlying financial instrument until the delivery
date. The parties to a futures contract can hold the contract until its
delivery date, although in many cases they close the contract early by taking
an opposite position in an identical contract. The financial instrument
underlying the contract may be a stock, stock index, bond, bond index,
interest rate, foreign exchange rate or other similar instrument. A portfolio
will incur commission expenses in both opening and closing futures positions.

7
<PAGE>

purchasing a futures contract. A portfolio may also buy futures contracts as a
substitute for transactions in securities, to alter the investment
characteristics of portfolio securities or to gain or increase its exposure to
a particular securities market.

OPTIONS

PURCHASING PUT AND CALL OPTIONS

The purchaser of an option may terminate its position by:

. Allowing it to expire and losing its entire premium;

. Exercising the option and either selling (in the case of a put option) or
buying (in the case of a call option) the underlying instrument at the
strike price; or

. Closing it out in the secondary market at its current price.

SELLING (WRITING) PUT AND CALL OPTIONS

A portfolio could try to hedge against an increase in the value of securities
it would like to acquire by writing a put option on those securities. If
security prices rise, a portfolio would expect the put option to expire and
the premium it received to offset the increase in the security's value. If
security prices remain the same over time, a portfolio would hope to profit by
closing out the put option at a lower price. If security prices fall, a
portfolio may lose an amount of money equal to the difference between the
value of the security and the premium it received. Writing covered put options
may deprive a portfolio of the opportunity to profit from a decrease in the
market price of the securities it would like to acquire.

8
<PAGE>

writing a call option. If the price of that security falls as expected, a
portfolio would expect the option to expire and the premium it received to
offset the decline of the security's value. However, a portfolio must be
prepared to deliver the underlying instrument in return for the strike price,
which may deprive it of the opportunity to profit from an increase in the
market price of the securities it holds.

A portfolio is permitted only to write covered options. A portfolio can cover
a call option by owning, at the time of selling the option:

. The underlying security (or securities convertible into the underlying
security without additional consideration), index, interest rate, foreign
currency or futures contract.

. A call option on the same security or index with the same or lesser
exercise price.

. A call option on the same security or index with a greater exercise price
and segregating cash or liquid securities in an amount equal to the
difference between the exercise prices.

. Cash or liquid securities equal to at least the market value of the
optioned securities, interest rate, foreign currency or futures contract.

. In the case of an index, a portfolio of securities that corresponds to the
index.

A portfolio can cover a put option by, at the time of selling the option:

. Entering into a short position in the underlying security.

. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with the same or greater exercise price.

. Maintaining the entire exercise price in liquid securities.

OPTIONS ON SECURITIES INDICES

Options on securities indices are similar to options on securities, except
that the exercise of securities index options requires cash settlement
payments and does not involve the actual purchase or sale of securities. In
addition, securities index options are designed to reflect price fluctuations
in a group of securities or segment of the securities market rather than price
fluctuations in a single security.

OPTIONS ON FUTURES

An option on a futures contract provides the holder with the right to buy a
futures contract (in the case of a call option) or sell a futures contract (in
the case of a put option) at a fixed time and price. Upon exercise of the
option by the holder, the contract market clearing house establishes a
corresponding short position for the writer of the option (in the case of a
call option) or a corresponding long position (in the case of a put option).
If the option is exercised, the parties will be subject to the futures
contracts. In addition, the writer of an option on a futures contract is
subject to initial and variation margin requirements on the option position.
Options on futures contracts are traded on the same contract market as the
underlying futures contract.

The buyer or seller of an option on a futures contract may terminate the
option early by purchasing or selling an option of the same series (i.e., the
same exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
trader's profit or loss on the transaction.

9
<PAGE>

The writing of a put option on a futures contract is similar to the purchase
of the futures contracts, except that, if market price declines, the portfolio
would pay more than the market price for the underlying instrument. The
premium received on the sale of the put option, less any transaction costs,
would reduce the net cost to the portfolio.

COMBINED POSITIONS

ADDITIONAL RISKS OF DERIVATIVES

While transactions in derivatives may reduce certain risks, these transactions
themselves entail certain other risks. For example, unanticipated changes in
interest rates, securities prices or currency exchange rates may result in a
poorer overall performance of the portfolio than if it had not entered into
any derivatives transactions. Derivatives may magnify a portfolio's gains or
losses, causing it to make or lose substantially more than it invested.

CORRELATION OF PRICES

Derivative prices can diverge from the prices of their underlying instruments,
even if the characteristics of the underlying instruments are very similar to
the derivative. Listed below are some of the factors that may cause such a
divergence.

. Current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the
contract.

. A difference between the derivatives and securities markets, including
different levels of demand, how the instruments are traded, the imposition
of daily price fluctuation limits or trading of an instrument stops.

. Differences between the derivatives, such as different margin requirements,
different liquidity of such markets and the participation of speculators in
such markets.

Derivatives based upon a narrower index of securities, such as those of a
particular industry group, may present greater risk than derivatives based on
a broad market index. Since narrower indices are made up of a smaller number
of securities, they are more susceptible to rapid and extreme price
fluctuations because of changes in the value of those securities.

While currency futures and options values are expected to correlate with
exchange rates, they may not reflect other factors that affect the value of
the investments of a portfolio. A currency hedge, for example, should protect
a yen-denominated security from a decline in the yen, but will not protect a
portfolio against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a portfolio's foreign-denominated
investments changes in response to many factors other

10
<PAGE>

than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the portfolio's investments precisely over
time.

Lack of Liquidity

Derivatives may become illiquid (i.e., difficult to sell at a desired time and
price) under a variety of market conditions. For example:

. During periods of market volatility, a commodity exchange may suspend or limit
trading in a particular derivative instrument, an entire category of
derivatives or all derivatives.

. A portfolio may have difficulty liquidating its existing positions or
recovering excess variation margin payments because of exchange or clearing
house equipment failures, government intervention, insolvency of a brokerage
firm or clearing house or other disruptions of normal trading activity.

. Investors may lose interest in a particular derivative or category of
derivatives.

Management Risk

Margin

Because of the low margin deposits required upon the opening of a derivative
position, such transactions involve an extremely high degree of leverage.
Consequently, a relatively small price movement in a derivative may result in
an immediate and substantial loss (as well as gain) to the portfolio and it
may lose more than it originally invested in the derivative.

FOREIGN SECURITIES
- --------------------------------------------------------------------------------

Risks of Foreign Securities

Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations may involve significant risks in addition
to the risks inherent in U.S. investments.

Local political, economic, regulatory, or social instability, military action
or unrest, or adverse diplomatic developments may affect the value of foreign
investments. A foreign government may take actions adverse to the interests
of U.S. investors, including expropriation or nationalization of assets,
confiscatory taxation and other restrictions on U.S. investment.

Foreign Currency Risk

11
<PAGE>

negatively affect the value of the securities of a portfolio. A portfolio also
may incur costs to convert foreign currencies into U.S. dollars and vice
versa. In addition:

. Foreign currency exchange rates reflect relative values of two currencies,
usually the U.S. dollar and the foreign currency in question.

. Complex political and economic factors applicable to the issuing country
may affect the value of U.S. dollars and foreign currencies.

. The actions of U.S. and foreign governments may affect significantly the
currency exchange rates.

. Government intervention may increase risks involved in purchasing or
selling foreign currency options, forward contracts and futures contracts,
since exchange rates may not be free to fluctuate in response to other
market forces.

THE EURO

The single currency for the European Economic and Monetary Union ("EMU"), the
Euro, is scheduled to replace the national currencies for participating member
countries over a period that begins on January 1, 1999 and ends in July 2002.
At the end of that period, use of the Euro will be compulsory and countries in
the EMU will no longer maintain separate currencies in any form. Until then,
however, each country and issuers within each country are free to choose
whether to use the Euro.

On January 1, 1999, existing national currencies became denominations of the
Euro at fixed rates according to practices prescribed by the European Monetary
Institute and the Euro became available as a book-entry currency. On or about
that date, member states began conducting financial market transactions in
Euro and redenominating many investments, currency balances and transfer
mechanisms into Euro. The portfolios also anticipate pricing, trading,
settling and valuing investments whose nominal values remain in their existing
domestic currencies in Euro. Accordingly, the portfolios expect the conversion
to the Euro to impact investments in countries that will adopt the Euro in all
aspects of the investment process, including trading, foreign exchange,
payments, settlements, cash accounts, custody and accounting. Some of the
uncertainties surrounding the conversion to the Euro include:

. Will the payment and operational systems of banks and other financial
institutions be ready by the scheduled launch date?

. Will the conversion to the Euro have legal consequences on outstanding
financial contracts that refer to existing currencies rather than Euro?

. How will existing currencies be exchanged into Euro?

. Will suitable clearing and settlement payment systems for the new currency
be created?

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS (ALL EXCEPT DSI MONEY MARKET
PORTFOLIO)

12
<PAGE>

contract at maturity by paying a specified fee. Forward foreign currency
exchange contracts differ from foreign currency futures contracts in certain
respects. Unlike futures contracts, forward contracts:

. Do not have standard maturity dates or amounts (i.e., the parties to the
contract may fix the maturity date and the amount).

. Are traded in the inter-bank markets conducted directly between currency
traders (usually large commercial banks) and their customers, as opposed to
futures contracts which are traded in only on exchanges regulated by the
CFTC.

. Do not require an initial margin deposit.

. May be closed by entering into a closing transaction with the currency
trader who is a party to the original forward contract, as opposed to a
commodities exchange.

FOREIGN CURRENCY HEDGING STRATEGIES CONTRACTS (ALL EXCEPT DSI MONEY MARKET
PORTFOLIO)

A "settlement hedge" or "transaction hedge" is designed to protect a portfolio
against an adverse change in foreign currency values between the date a
security is purchased or sold and the date on which payment is made or
received. Entering into a forward contract for the purchase or sale of the
amount of foreign currency involved in an underlying security transaction for
a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the
security. A portfolio may also use forward contracts to purchase or sell a
foreign currency when it anticipates purchasing or selling securities
denominated in foreign currency, even if it has not yet selected the specific
investments.

A portfolio may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes in
security values caused by other factors. A portfolio could also hedge the
position by selling another currency expected to perform similarly to the
currency in which the portfolio's investment is denominated. This type of
hedge, sometimes referred to as a "proxy hedge," could offer advantages in
terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may
result in losses if the currency used to hedge does not perform similarly to
the currency in which the hedged securities are denominated.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities that a portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange that one can
achieve at some future point in time. Additionally, these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged currency
and to limit any potential gain that might result from the increase in value
of such currency.

A portfolio may enter into forward contracts to shift its investment exposure
from one currency into another. Such transactions may call for the delivery of
one foreign currency in exchange for another foreign currency, including
currencies in which its securities are not then denominated. This may include
shifting exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes known
as a "cross-hedge," will tend to reduce or eliminate exposure to the currency
that is sold, and increase exposure to the currency that is purchased. Cross-
hedges protect against losses resulting from a decline in the hedged currency,
but will cause a portfolio to assume the risk of fluctuations in the value of
the currency it purchases. Cross hedging transactions also involve the risk of
imperfect correlation between changes in the values of the currencies
involved.

It is difficult to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, a portfolio may have to purchase additional foreign currency on
the spot market if the market value of a security it is hedging is less than
the amount of foreign currency it is obligated to deliver. Conversely, a
portfolio may have to sell on the spot market some of the foreign currency it
received upon the sale of a security if the market value of such security
exceeds the amount of foreign currency it is obligated to deliver.

STOCK EXCHANGE AND MARKET RISK

13
<PAGE>

developed than those in U.S. markets. This may lead to increased risk or
substantial delays in case of a failed trade or the insolvency of, or breach
of duty by, a foreign broker-dealer, securities depository or foreign sub-
custodian. In addition, the costs associated with foreign investments,
including withholding taxes, brokerage commissions and custodial costs, are
generally higher than with U.S. investments.

Legal System and Regulation Risks

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting, and auditing standards.
Corporate financial information that would be disclosed under U.S. law may not
be available. Foreign accounting and auditing standards may render a foreign
corporate balance sheet more difficult to understand and interpret than one
subject to U.S. law and standards. Foreign markets may offer less protection
to investors than U.S. markets such as:

. Foreign accounting, auditing, and financial reporting requirements may
render a foreign corporate balance sheet more difficult to understand and
interpret than one subject to U.S. law and standards.

. Adequate public information on foreign issuers may not be available, and it
may be difficult to secure dividends and information regarding corporate
actions on a timely basis.

. In general, there is less overall governmental supervision and regulation
of securities exchanges, brokers, and listed companies than in the United
States.

. OTC markets tend to be less regulated than stock exchange markets and, in
certain countries, may be totally unregulated.

. Economic or political concerns may influence regulatory enforcement and may
make it difficult for investors to enforce their legal rights.

Emerging Markets

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have (1) relatively unstable governments, (2) may
present the risks of nationalization of businesses, restrictions on foreign
ownership and prohibitions on the repatriation of assets, and (3) may have
less protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may
be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of holdings difficult or impossible at times.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries a portfolio may recover a portion of these
taxes, the portion they cannot recover will reduce the income the portfolio
receives from its investments. The portfolio does not expect such foreign
withholding taxes to have a significant impact on performance.

Investment Funds

Some emerging countries have laws and regulations that currently preclude
direct foreign investment in the securities of their companies. However,
indirect foreign investment in the securities of companies listed and traded
on the stock exchanges in these countries is permitted by certain emerging
countries through investment funds which have been specifically authorized. A
portfolio may invest in these investment funds subject to the provisions of
the 1940 Act and other applicable law. If a portfolio invests in such
investment funds, the portfolio's shareholders will bear

14
<PAGE>

not only their proportionate share of the expenses of the portfolio (including
operating expenses and the fees of the adviser), but also will bear indirectly
bear similar expenses of the underlying investment funds.

American Depositary Receipts (AdRs)

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally trade on an established market in the United States or
elsewhere. A custodian bank or similar financial institution in the issuer's
home country holds the underlying shares in trust. The depository bank may not
have physical custody of the underlying securities at all times and may charge
fees for various services, including forwarding dividends and interest and
corporate actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, ADRs
continue to be subject to many of the risks associated with investing directly
in foreign securities.

INVESTMENT COMPANIES
- --------------------------------------------------------------------------------

The portfolios may invest up to 10% of their total assets, calculated at the
time of investment, in the securities of other open-ended or closed-end
investment companies. A portfolio may not invest more than 5% of its total
assets in the securities of any one investment company nor may it acquire more
than 3% of the voting securities of any other investment company. A portfolio
will indirectly bear its proportionate share of any management fees paid by an
investment company in which it invests in addition to the management fee paid
by the portfolio.

MUNICIPAL BONDS (DSI BALANCED AND BOND PORTFOLIOS)
- --------------------------------------------------------------------------------
A portfolio may invest in municipal bonds of any state, territory or
possession of the United States ("U.S."), including the District of Columbia.
A portfolio may also invest in municipal bonds of any political subdivision,
agency or instrumentality (e.g., counties, cities, towns, villages, districts,
authorities) of the U.S. or its possessions. Municipal bonds are debt
instruments issued by or for a state or local government to support its
general financial needs or to pay for special projects such as airports,
bridges, highways, public transit, schools, hospitals, housing and water and
sewer works. Municipal bonds also may be issued to refinance public debt.

Municipal bonds are mainly divided between "general obligation" and "revenue"
bonds. The full faith and credit of governmental issuers with the power to tax
back general obligation bonds. They are repaid from the issuer's general
revenues. Payment, however, may be dependent upon legislative approval and may
be subject to limitations on the issuer's taxing power. Enforcement of
payments due under general obligation bonds varies according to the law
applicable to the issuer. In contrast, only the revenues generated by the
project or facility support revenue bonds.

A portfolio may also invest in industrial development bonds, which are usually
revenue bonds issued to pay for facilities with a public purpose operated by
private corporations. The credit quality of industrial development bonds is
usually directly related to the credit standing of the owner or user of the
facilities. To qualify as a municipal bond, the interest paid on an industrial
development bond must qualify as fully exempt from federal income tax.
However, the interest paid on an industrial development bond may be subject to
the federal alternative minimum tax.

Municipal bonds are subject to the provisions of bankruptcy, insolvency and
other laws affecting the rights and remedies of creditors. Such laws extend
the time for payment of principal and/or interest, and may otherwise restrict
the ability of a portfolio to enforce its rights in case of default. Since
there is generally less information available on the financial condition of
municipal bond issuers compared to other domestic issuers of securities, the
adviser may lack sufficient knowledge of an issue's weaknesses. Other
influences, such as litigation, may also materially affect the ability of an
issuer to pay principal and interest when due. In

15
<PAGE>

addition, large purchases and sales, including those by portfolio, may
temporarily affect the market for municipal bonds, which is often thin.

From time to time, Congress has considered restricting or eliminating the
federal income tax exemption for interest on municipal bonds. Such actions
could materially affect the availability of municipal bonds and the value of
those already owned by a Fund. If such legislation were passed, the Fund's
governing board may recommend changes in a Fund's investment objectives and
policies or dissolution of a portfolio.

If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, the portfolio's right to sell
the security may be restricted. In addition, the value of the security might
decline before the portfolio can sell it and the portfolio might incur
expenses in enforcing its rights.

RESTRICTED SECURITIES
- --------------------------------------------------------------------------------

A 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, 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'' investment limitations. The price 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.

SECURITIES LENDING
- --------------------------------------------------------------------------------
To earn additional income, the portfolio may lend up to one-third of its total
assets (including the value of the collateral for the loans) at fair market
value to broker- dealers or other financial institutions. A portfolio may
reinvest any cash collateral in short-term securities and money market funds.
A portfolio will only lend its securities if:

. The borrower provides collateral at least equal to the market value of the
securities loaned.

. The collateral pledged and maintained by the borrower must consist of cash,
an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U.S. government.

. The borrower adds to the collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily basis).

. The portfolio can terminate the loan at any time; and

. The portfolio receives reasonable interest on the loan (which may include
the portfolio investing any cash collateral in interest bearing short-term
investments).

16
<PAGE>

SHORT-TERM INVESTMENTS
- --------------------------------------------------------------------------------
To earn a return on uninvested assets, meet anticipated redemptions, or for
temporary defensive purposes, a portfolio may invest a portion of its assets
in the short-term investments described below.

BANK OBLIGATIONS

A portfolio will only invest in a security issued by a commercial bank if the
bank:

. Has total assets of at least $1 billion, or the equivalent in other
currencies;

. Is a U.S. bank and a member of the Federal Deposit Insurance Corporation;
and

. Is a foreign branch of a U.S. bank and the adviser believes the security is
of an investment quality comparable with other debt securities that a
portfolio may purchase.

TIME DEPOSITS

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term with
the understanding that the depositor can withdraw its money only by giving
notice to the institution. However, there may be early withdrawal penalties
depending upon market conditions and the remaining maturity of the obligation.
A portfolio may only purchase time deposits maturing from two business days
through seven calendar days.

CERTIFICATES OF DEPOSIT

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a definite
period of time and earning a specified return.

BANKER'S ACCEPTANCE

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).

COMMERCIAL PAPER

Commercial paper constitutes short-term obligations with maturities ranging
from 2 to 270 days issued by banks, corporations and other borrowers. Such
investments are unsecured and usually discounted. A portfolio may invest in
commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or,
if not rated, issued by a corporation having an outstanding unsecured debt
issue rated A or better by Moody's or by S&P. See Appendix A for a description
of commercial paper ratings.

U.S. GOVERNMENT SECURITIES

The portfolio may buy debt securities that are issued or guaranteed by the
U.S. Treasury or by an agency or instrumentality of the U.S. government. Some
U.S. government securities, such as Treasury bills, notes and bonds are
supported by the full faith and credit of the U.S. government. Others,
however, are supported only by the right of the instrumentality to borrow from
the U.S. government.

While U.S. government securities are guaranteed as to principal and interest,
their market value is not guaranteed. U.S. government securities are subject
to the same interest rate and credit risks as other fixed income securities.
However, since U.S. government securities are of the highest quality, the
credit risk is minimal. The U.S. government does not guarantee the net asset
value of the assets of a portfolio.

CORPORATE BONDS

17
<PAGE>

Like other debt securities, corporate debt securities involve a risk that the
corporate issuer will not make timely payment of either interest or principal,
or may default entirely. In addition, the market price of corporate debt
securities may go down because of changes in interest rates.

WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a market
exists, but which have not been issued. In a forward delivery transaction, a
portfolio contracts to purchase securities for a fixed price at a future date
beyond customary settlement time. "Delayed delivery" refers to securities
transactions on the secondary market where settlement occurs in the future. In
each of these transactions, the parties fix the payment obligation and the
interest rate that they will receive on the securities at the time the parties
enter the commitment; however, they do not pay money or delivery securities
until a later date. Typically, no income accrues on securities a portfolio
has committed to purchase before the securities are delivered, although the
portfolio may earn income on securities it has in a segregated account. A
portfolio will only enter into these types of transactions with the intention
of actually acquiring the securities, but may sell them before the settlement
date.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because a portfolio does not pay for the security until the delivery date,
these risks are in addition to the risks associated with its other
investments.

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

Investment Policies

Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall (with the exception
of a limitation relating to borrowing) 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 investment limitations of the
portfolio.

18
<PAGE>

FUNDAMENTAL INVESTMENT POLICIES

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

The following investment limitations are fundamental, which means a portfolio
cannot change them without the approval by vote of a majority of the
outstanding voting securities of the portfolio, as defined in the 1940
Act.

DSI Disciplined Value, DSI Limited Maturity Bond, DSI Money Market Portfolios

Each portfolio will not:

. 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 U.S.
government or any agency or instrumentality thereof).

. With respect to 75% of its assets, purchase more than 10% of any class of
the outstanding voting securities of any issuer.

. 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.

. Invest for the purpose of exercising control over management of any
company.

. Invest more than 25% of the value of its total assets in companies within a
single industry; however, there are no limitation on investments made in
instruments issued or guaranteed by the U.S. government and its agencies or
instrumentalities or instruments issued by U.S. banks when a portfolio
adopts a temporary defensive position.

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

. Make loans except (1) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including repurchase
agreements provided, that repurchase agreements maturing in more than seven
days, together with securities which are not readily marketable, will not
exceed 10% of a portfolio's net assets), and (2) by lending its portfolio
securities to banks, brokers, dealers and other financial institutions so
long as these loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC.

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

. Purchase additional securities when borrowings exceed 5% of total gross
assets.

. Purchase or retain securities of an issuer if those officers and Board
members of the Fund or its investment adviser owning more than 1/2of 1% of
such securities together own more than 5% of such securities.

. Purchase on margin or sell short, except as permitted herein.

. Purchase or sell real estate, 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.

. 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.

19
<PAGE>

. Write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

DSI BALANCED PORTFOLIO

The portfolio will not:

. 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).

. With respect to 75% of its assets, purchase more than 10% of any class of
the outstanding voting securities of any issuer.

. Borrow, except from banks and as a temporary measure for extraordinary or
emergency purposes and then, in no event, in excess of 33 1/3% of the
portfolio's gross assets valued at the lower of market or cost.

. 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.

. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the portfolio from (1) making
any permitted borrowings, mortgages or pledges, or (2) entering into
options and futures, or (3) entering repurchase transactions.

. Make loans except (1) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including repurchase
agreements provided, that repurchase agreements maturing in more than seven
days, together with securities which are not readily marketable, will not
exceed 15% of the portfolio's net assets), and (2) by lending its portfolio
securities to banks, brokers, dealers and other financial institutions so
long as these loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC.

. Purchase additional securities when borrowings exceed 5% of total gross
assets.

. Purchase or sell real estate, 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.

. Underwrite the securities of other issuers or 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.

DSI SMALL CAP VALUE PORTFOLIO

The portfolio will not:

. 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 U.S.
government or any of its agencies or instrumentalities.

. With respect to 75% of its assets, purchase more than 10% of any class of
the outstanding voting securities of any issuer.

20
<PAGE>

. Invest in physical commodities or contracts on physical commodities.

. Invest more than 25% of its assets in companies within a single
industry; however, there are no limitations on investments made in
instruments issued or guaranteed by the U.S. government and its agencies
when the portfolio adopts a temporary defensive position.

. Issue senior securities, as defined in the 1940 Act except that this
restriction shall not be deemed to prohibit the portfolio from (1)
making any permitted borrowings, mortgages or pledges, or (2) entering
repurchase transactions.

. Make loans except (1) by purchasing bonds, debentures or similar
obligations which are publicly distributed, (including repurchase
agreements provided, that repurchase agreements maturing in more than
seven days, together with securities which are not readily marketable,
will not exceed 15% of the portfolio's net assets), and (2) by lending
its portfolio securities to banks, brokers, dealers and other financial
institutions so long as these loans are not inconsistent with the 1940
Act or the rules and regulations or interpretations of the SEC.

. 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.

. Underwrite the securities of other issuers.

NON-FUNDAMENTAL POLICIES
- ------------------------------------------------------------------------------

The following investment limitation is a non-fundamental (i.e., the
portfolios may change it without the shareholder approval) policy of the
portfolios.

DSI Balanced Portfolio

The portfolio will not:

. Invest in stock or bond futures and/or options on futures unless not
more than 20% of the portfolio's assets are invested in stock or bond
futures and options.

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

21
<PAGE>

Invest more than 10% of the portfolio's assets in securities rated Ba
or B by Moody's or BB or B by S&P (or which, in the adviser's opinion
of comparable quality or better), preferred stocks and convertible
securities. The adviser reserves the right to retain securities which
are downgraded below investment grade.

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

. Purchase on margin or sell short, except as permitted herein.

DSI Disciplined Value Portfolio

The portfolios will not:

. Invest in stock or bond futures and/or options on futures unless not
more than 20% of the portfolio's assets are invested in stock or bond
futures and options.

. Invest more than 20% of the portfolio's assets in foreign securities.

DSI Limited Maturity Bond Portfolio

The portfolios will not:

. Invest in stock or bond futures and/or options on futures unless not
more than 20% of the portfolio's assets are invested in stock or bond
futures and options.

. Invest more than 10% of the portfolio's assets in securities rated Ba or
B by Moody's or BB or B by S&P (or which, in the adviser's opinion of
comparable quality or better), preferred stocks and convertible
securities. The adviser reserves the right to retain securities which
are downgraded below investment grade.

DSI Small Cap Value Portfolio

The portfolio will not:

. invest in stock or bond futures and/or options on futures unless (1) 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, and
(2) not more than 20% of the portfolio's assets are invested in stock or
bond futures and options.

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

. Invest more than 20% of the portfolio's assets in foreign securities.

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

. purchase on margin or sell short, except as permitted herein.

. purchase additional securities when borrowings exceed 5% of total gross
assets.

. 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.

22
<PAGE>

Management of the Fund

The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth, address,
principal occupations during the past five years, aggregate compensation
received from the Fund and total compensation received from the UAM Funds
complex. Those people with an asterisk beside their name are "interested
persons" of the Fund as that term is defined in the 1940 Act.

Total
Compensation
Position Aggregate Compensation From UAM
UAM from Registrant as of Funds Complex as of
Name, Address, DOB Funds, Inc. Principal Occupations During the Past 5 years October 31, 1998 October 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
John T. Bennett, Jr. Director President of Squam Investment Management
College Road -- RFD 3 Company, Inc. and Great Island Investment $29,465 $37,000
Meredith, NH 03253 Company, Inc.;
1/26/29 President of Bennett
Management Company from 1988 to 1993.
----------------------------------------------------------------------------------------------------------------------------------
Nancy J. Dunn Director Financial Officer of World Wildlife Fund since $29,465 $37,000
10 Garden Street 1991; formerly Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe College
8/14/51 from 1991 to 1999.
- -----------------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Director Executive Vice President and Chief $29,465 $37,000
100 King Street West Administrative Officer of Philip Services
P.O. Box 2440, LCD-1, Corp.; Formerly, a Partner in the Philadelphia
Hamilton Ontario, office of the law firm Dechert Price & Rhoads.;
Canada L8N-4J6 Director, Hofler Corp.
4/21/42
- -----------------------------------------------------------------------------------------------------------------------------------
Philip D. English Director President and Chief Executive Officer of $29,465 $37,000
16 West Madison Street Broventure Company, Inc.; Chairman of the
Baltimore, MD 21201 Board of Chektec Corporation and Cyber
8/5/48 Scientific, Inc
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
Total
Compensation
Position Aggregate Compensation From UAM
UAM from Registrant as of Funds Complex as of
Name, Address, DOB Funds, Inc. Principal Occupations During the Past 5 years October 31, 1998 October 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Norton H. Reamer* Director, Chairman, Chief Executive Officer and a 0 0
One International Director of United President and Asset
Place Boston, MA 02110 Partner or Trustee Chairman of each of the
3/21/35 Investment Companies of the Eaton Vance Group
of Mutual Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Director President and Chief Investment Officer of Dewey 0 0
One Financial Center Square Investors Corporation since 1988;
Boston, MA 02111 Director and Chief Executive Officer of H.T.
7/1/43 Investors, Inc., formerly a subsidiary of
Dewey Square.
- -----------------------------------------------------------------------------------------------------------------------------------
James P. Pappas* Director Senior Vice President of UAM Investment Services, 0 0
211 Congress Street Inc. and UAM Trust Company since January 1996;
Boston, Ma 02110 Principal of UAM Fund Distributors, Inc. since
2/24/53 December 12, 1995; formerly a Director and Chief
Operating Officer of CS First Boston Investment
Operating Officer of CS First Boston
- ------------------------------------------------------------------------------------------------------------------------------------
William H. Park Vice Executive Vice President and Chief Financial 0 0
One International President Officer of United Asset Management Corporation.
Place Boston, MA 02110
9/19/47
- ------------------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI, formerly Vice 0 0
211 Congress Street President of Operations, Development and Control
Boston, MA 02110 of Fidelity Investments in 1995; Treasurer of the
7/4/51 Fidelity Group of Mutual Funds from 1991 to 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael E. DeFao Secretary Vice President and General Counsel of UAMFSI and 0 0
211 Congress Street UAMFDI; Associate Attorney of Ropes & Gray (a law
Boston, MA 02110 firm) from 1993 to 1995.
2/28/68
- ------------------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty Assistant Vice President of UAMFSI; formerly Manager of Fund 0 0
211 Congress Street Treasurer Administration and Compliance of CGFSC
Boston, MA 02110 from 1995 to 1996; Deloitte & Touche LLP from 1985
9/18/63 to 1995, Senior Manager.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael J. Leary Assistant Vice President of Chase Global Funds Services 0 0
73 Tremont Street Treasurer Company since 1993. Manager of Audit at Ernst &
Boston, MA 02108 Young from 1988 to 1993.
11/23/65
- ------------------------------------------------------------------------------------------------------------------------------------
Michelle Azrialy Assistant Assistant Treasurer of Chase Global Funds Services 0 0
73 Tremont Street Secretary Company since 1996. Senior Public Accountant with
Boston, MA 02108 Price Waterhouse LLP from 1991 to 1994.
4/12/69
</TABLE>

Code of Ethics

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

Principal Holders of Securities

As of February 8, 1999, the members of the governing board and officers of the
Fund as a group owned less than 1% of the Fund's outstanding shares.

24
<PAGE>

As of February 8, 1999, the following persons or organizations held of record or
beneficially 5% or more of the shares of a portfolio:

<TABLE>
<CAPTION>
Name and Address of Shareholder Percentage of Shares Owned Portfolio Class
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BSC As Agent For Crane & Excelsior
Company Profit Sharing Plan 96.86% DSI Balanced Portfolio Institutional Class
1375 Peachtree St. Suite 300 Shares
Atlanta, GA 30309
- ------------------------------------------------------------------------------------------------------------------------------------
BOB & Co. 50.38% DSI Disciplined Value Institutional Class
c/o Bank of Boston Portfolio Shares
PO Box 1809
Boston, MA 02105
- ------------------------------------------------------------------------------------------------------------------------------------
NARCO 58.77% DSI Disciplined Value Institutional Service
Chicago Trust Company Portfolio Shares
171 N. Clark Street ML 10RTR
PO Box 8971
Chicago, IL 60601
- ------------------------------------------------------------------------------------------------------------------------------------
Wilmington Trust Co Tr 38.19% DSI Disciplined Value Institutional Service Class
FBO Cherokee Nation 401K Plan Portfolio Shares
PO Box 8971
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
BOB & Co. 60.97% DSI Limited Maturity Bond Institutional Class
c/o Bank of Boston Portfolio Shares
PO Box 1809
Boston, MA 02105
- ------------------------------------------------------------------------------------------------------------------------------------
BOB & Co. 62.67% DSI Money Market Institutional Class
c/o Bank of Boston Portfolio Shares
PO Box 1809
Boston, MA 02105
- ------------------------------------------------------------------------------------------------------------------------------------
UMBSC & Co 8.10% DSI Money Market Institutional Class
FBO Interstate Brands Conservative Growth Portfolio Shares
PO Box 419175
Kansas City, MO 64141
- ------------------------------------------------------------------------------------------------------------------------------------
BOB & Co. 77.99% DSI Small Cap Value Institutional Class
c/o Bank of Boston Portfolio Shares
PO Box 1809
Boston, MA 02105
- ------------------------------------------------------------------------------------------------------------------------------------
Jupiter & Co. 13.79% DSI Small Cap Value Institutional Class
c/o Investors Bank & Trust Co. Portfolio Shares
PO Box 9130
Boston, MA 02117
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Any 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) 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.

25
<PAGE>

Investment Advisory and Other Services

INVESTMENT ADVISER
- -------------------------------------------------------------------------------

Control of Adviser

The adviser is located at One Financial Center, Boston, MA 02111. The
adviser is a wholly-owned subsidiary of UAM and provides investment
management services to corporations, pension and profit-sharing plans,
401(k) and thrift plans, trusts, estates and other institutions and
individuals.

UAM is 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 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. Several UAM Affiliated Firms also act as investment
advisers to separate series or portfolios of the UAM Funds complex.

Investment Advisory Agreement

Service Performed by Adviser

Pursuant to each Investment Advisory Agreement (Advisory Agreement) between
the Fund, on behalf of each portfolio, and the adviser, the adviser has
agreed to:

. Manage the investment and reinvestment of the assets of the portfolios.

. Continuously review, supervise and administer the investment program of
the portfolios.

. Determine in its discretion the securities a portfolio will buy or sell
and the portion of its assets such portfolio will hold uninvested.

Limitation of Liability

In the absence of (1) willful misfeasance, bad faith, or gross negligence
of the part of the adviser in the performance of its obligations and duties
under the Advisory Agreement, (2) reckless disregard by the adviser of its
obligations and duties under the Advisory Agreement, or (3) 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 Advisory Agreement.

Continuing an Advisory Agreement

Unless sooner terminated, an Advisory Agreement shall continue for periods
of one year so long as such continuance is specifically approved at least
annually (a) by a majority of those members of the governing board of the
Fund who are not parties to the Advisory Agreement or interested persons of
any such party and (b) by a majority of the governing board of the Fund or
a majority of the shareholders of the portfolio. An Advisory Agreement may
be terminated at any time by the Fund, without the payment of any penalty,
by vote of a majority of the portfolios' shareholders on 60 days' written
notice to the adviser. The adviser may terminate the Advisory Agreements at
any time, without the payment of any penalty, upon 90 days' written notice
to the Fund. An Advisory Agreement will automatically and immediately
terminate if it is assigned.

26
<PAGE>

Investment Advisory Fee

For its services, the adviser receives an advisory fee calculated by
applying the annual percentage rates listed below to the average daily net
assets of the portfolio for the month. The adviser's fee is paid in monthly
installments. For more information see "EXPENSES" below.

<TABLE>
<CAPTION>
Annual Percentage Rate
<S> <C>
====================================================================================================
DSI Small Cap Value Portfolio 0.085% of net assets
- ----------------------------------------------------------------------------------------------------
DSI Balanced Portfolio 0.450% for the first 12 months of operation
0.550% for the next 12 months of operations and
0.65% thereafter
- ----------------------------------------------------------------------------------------------------
DSI Disciplined Value Portfolio 0.750% of the first $500 million of net assets
0.650% in excess of $500 million of net assets
- ----------------------------------------------------------------------------------------------------
DSI Limited Maturity Bond Portfolio 0.450% of the first $500 million of net assets
0.400% of the next $500 million of net assets
0.350% in excess of $1 billion of net assets
- ----------------------------------------------------------------------------------------------------
DSI Money Market Portfolio 0.400% of the first $500 million of net assets
0.350% in excess of $500 million of net assets
</TABLE>

Expense Limitation

The adviser may voluntarily agree to limit the expenses of portfolios. The
adviser may further reduce its compensation to the extent that the expenses
of a portfolio exceeds such lower expense limitation as the adviser may, by
notice to the portfolio, declare to be appropriate. The expenses subject to
this limitation are exclusive of brokerage commissions, interest, taxes,
deferred organizational and extraordinary expenses and, if the Fund has a
distribution plan, payments required under such plan. The prospectus
describes the terms of any expense limitation that are in effect from time
to time.

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 SAI, the adviser's representative institutional
clients included American Airlines, Raytheon Corp., Bank of Boston, and Guy
Gannett Publishing.

27
<PAGE>

DISTRIBUTOR
- -------------------------------------------------------------------------------

UAMFDI serves as the Fund's distributor. The Fund offers its shares
continuously. While UAMFDI will use its best efforts to sell shares of the
Fund, it is not obligated to sell any particular amount of shares. UAMFDI
receives no compensation for its services and any amounts it may receive
under a Service or Distribution Plan are passed through in their entirety
to third parties. UAMFDI, an affiliate of UAM, is located at 211 Congress
Street, Boston, Massachusetts 02110.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Administrator

. Taxes, interest, brokerage fees and commissions.

. Salaries and fees of officers and members of the Board who are not
officers, directors, shareholders or employees of an affiliate of UAM,
including UAMFSI, UAMFDI or the adviser.

. 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.

. Any extraordinary expenses and other customary Fund expenses.

Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided the board specifically approves such
continuance at least annually. The Board or UAMFSI may terminate the Fund
Administration Agreement, without penalty, 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.

28
<PAGE>

Sub-Administrator

UAMFSI has subcontracted some of the its administrative and fund accounting
services to CGFSC, an affiliate of The Chase Manhattan Bank, under a Mutual
Funds Service Agreement dated October 26, 1998. CGFSC is located at 73
Tremont Street, Boston, Massachusetts 02108.

Sub-Transfer Agent and Sub-Shareholder Servicing Agent

UAMSSC serves as sub-shareholder servicing agent for the Fund under an
agreement between UAMSSC and UAMFSI. The principal place of business of
UAMSSC is 825 Duportail Road, Wayne, Pennsylvania 19087.

Administrative Fees

In exchange for administrative services, each portfolio pays a four-part
fee to UAMFSI as follows:

A. A portfolio specific fee to UAMFSI calculated from the aggregate net
assets of each portfolio at the following rates:

Annual Rate
---------------------------------------------------------
DSI Disciplined Value Portfolio 0.06%
---------------------------------------------------------
DSI Limited Maturity Bond Portfolio 0.04%
---------------------------------------------------------
DSI Small Cap Value Portfolio 0.04%
---------------------------------------------------------
DSI Money Market Portfolio 0.02%
---------------------------------------------------------
DSI Balanced Portfolio 0.06%

B. An annual base fee that UAMFSI pays to CGFSC for its sub-administration
and other services calculated at the annual rate of $52,500 for the
first operational class; $7,500 for each additional operational class;
and 0.039% of their pro rata share of the combined assets of the UAM
Funds.

D. An annual base fee that UAMFSI pays to UAMSSC for its services as sub-
shareholder-servicing agent equal to $7,500 for the first operational
class and $2,500 for each additional class.

Each portfolio also pays certain account and transaction fees and out-of-
pocket expenses that may be based on the number of open and closed
accounts, the type of account or the services provided to the account.

Additional Non-12b-1 Shareholder Servicing Arrangements

In addition to payments by the Fund under the Plans, UAM and any of its
affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, a portfolio or any class of
shares of a portfolio. The person making such payments may do so out of its
revenues, its profits or any other source available to it. Such services
arrangements, when in effect, are made generally available to all qualified
service providers. The adviser may also compensate its affiliated companies
for referring investors to the portfolios.

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>

SERVICE AND DISTRIBUTION PLAN (DSI DISCIPLINED VALUE PORTFOLIO)
- --------------------------------------------------------------------------------

The Fund has adopted a Distribution Plan and a Shareholder Servicing Plan
(the "Plans") for their Institutional Service Class Shares pursuant to Rule
12b-1 under the 1940 Act.

Shareholder Servicing Plan

The Shareholder Servicing Plan (Service Plan) permits the Fund to
compensate broker-dealers or other financial institutions (Service Agents)
that have agreed with UAMFDI to provide administrative support services to
Institutional Service Class shareholders that are their customers. Under
the Service Plan, Institutional Service Class Shares may pay service fees
at the maximum annual rate of 0.25% of the average daily net asset value of
such shares held by the Service Agent for the benefit of its customers. The
Fund pays these fees out of the assets allocable to Institutional Service
Class Shares to UAMFDI, to the Service Agent directly or through UAMFDI.
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. Services for which Institutional
Service Class Shares may compensate Service Agents include:

. Acting as the sole shareholder of record and nominee for beneficial
owners.

. Maintaining account records for such beneficial owners of the Fund's
shares.

. Opening and closing accounts.

. Answering questions and handling correspondence from shareholders about
their accounts.

. Processing shareholder orders to purchase, redeem and exchange shares.

. Handling the transmission of funds representing the purchase price or
redemption proceeds.

. Issuing confirmations for transactions in the Fund's shares by
shareholders.

. Distributing current copies of prospectuses, statements of additional
information and shareholder reports.

. Assisting customers in completing application forms, selecting dividend
and other account options and opening any necessary custody accounts.

. Providing account maintenance and accounting support for all
transactions.

. Performing such additional shareholder services as may be agreed upon by
the Fund and the Service Agent, provided that any such additional
shareholder services 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.

Rule 12b-1 Distribution Plan

The Distribution Plan permits a portfolio to pay UAMFDI or others for
certain distribution, promotional and related expenses involved in
marketing its Institutional Service Class Shares. Under the Distribution
Plan, Institutional Service Class Shares may pay distribution fees at the
maximum annual rate of 0.75% of the average daily net asset value of such
shares held by the Service Agent for the benefit of its customers. 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.

30
<PAGE>

. Receiving and answering correspondence from prospective investors,
including requests for sales literature, prospectuses and statements of
additional information.

. Displaying and making available sales literature and prospectuses.

. 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.

Fees Paid under the Service and Distribution Plans

The Plans permit Institutional Service Class shares to pay distribution and
service fees at the maximum annual rate of 1.00% of the class' average daily
net assets for the year. The Fund's governing board has limited the amount the
Institutional Service Class may pay under the Plans to 0.25% of the class'
average daily net assets for the year, and may increase such amount to the
plan maximum at any time.

The Fund will not reimburse the Distributor or others for distribution
expenses incurred in excess of the amount permitted by the Plans.

Subject to seeking best price and execution, the Fund may buy or sell
portfolio securities through firms that receive payments under the Plans.
UAMFDI, at its own expense, may pay dealers for aid in distribution or for aid
in providing administrative services to shareholders.

Approving, Amending and Terminating the Fund's Distribution Arrangements

Shareholders of the portfolio have approved the Plans. The Plans also were
approved by the governing board of the Fund, including a majority of the
members of the board who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the Plans (Plan
Members), by votes cast in person at meetings called for the purpose of voting
on these Plans.

Continuing the Plans

The Plans continue in effect from year to year so long as they are approved
annually by a majority of the Fund's board members and its Plan Members. To
continue the Plans, the board must determine whether such continuation is in
the best interest of the Institutional Service Class shareholders and that
there is a reasonable likelihood of the Plans providing a benefit to the
Class. The Fund's board has determined that the Fund's distribution
arrangements are likely to benefit the Fund and its shareholders by enhancing
the Fund's ability to efficiently service the accounts of its Institutional
Service Class shareholders.

Amending the Plans

A majority of the Fund's governing board and a majority of its the Plan
Members must approve any material amendment to the Plans. Likewise, any
amendment materially increasing the maximum percentage payable under the Plans
must be approved by a majority of the outstanding voting securities of the
Class, as well as by a majority of the Plan Members.

Terminating the Plans

A majority of the Plan Members or a majority of the outstanding voting
securities of the Class may terminate the Plans at any time without penalty.
In addition, the Plans will terminate automatically upon their assignment.

Miscellaneous

So long as the Plans are in effect, the non-interested board members will
select and nominate the Plan Members of the Fund.

The Fund and UAMFDI intend to comply with the Conduct Rules of the National
Association of Securities Dealers relating to investment company sales
charges. with these rules.

31
<PAGE>

Pursuant to the Plans, the board 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.

Brokerage Allocation and other Practices

SELECTION OF BROKERS

The Advisory Agreement authorizes the adviser to select the brokers or dealers
that will execute the purchases and sales of investment securities for a
portfolio. The Advisory Agreement also directs the adviser to use its best
efforts to obtain the best execution with respect to all transactions for a
portfolio. The adviser may select brokers based on research, statistical and
pricing services they provide to the adviser. Information and research
provided by a broker will be in addition to, and not instead of, the services
the adviser is required to perform under the Advisory Agreement. In so doing,
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 practice of the Fund to allocate brokerage or effect principal
transactions with dealers based on sales of shares that a broker-dealer firm
makes. However, the Fund may place trades with qualified broker-dealers who
recommend the Fund or who act as agents in the purchase of Fund shares for
their clients.

SIMULTANEOUS TRANSACTIONS

The adviser makes investment decisions for a portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the same
security for more than one client. The adviser strives to allocate such
transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating such
transactions, the Fund's governing board periodically reviews the various
allocation methods used by the adviser, and the results of such allocations.

BROKERAGE COMMISSIONS

Equity Securities

Debt Securities

Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, each Fund will not
pay brokerage commissions for such purchases. When a debt security is bought
from an underwriter, the purchase price will usually include an underwriting
commission or concession. The purchase price for securities bought from
dealers serving as market makers will similarly include the dealer's mark up
or reflect a dealer's mark down. When a portfolio executes transactions in
the over-the-counter market, it will deal with primary market makers unless
prices that are more favorable are otherwise obtainable.

32
<PAGE>

Capital Stock and other Securities

DESCRIPTION OF SHARES AND VOTING RIGHTS
- --------------------------------------------------------------------------------
The Fund's Articles of Incorporation, as amended, permit its governing board
to issue three billion shares of common stock, with a $.001 par value. The
governing board has the power to create and designate one or more series
(portfolios) or classes of shares of common stock and to classify or
reclassify any unissued shares at any time and without shareholder approval.
When issued and paid for, the shares of each series and class of the Fund are
fully paid and nonassessable, and have no pre-emptive rights or preference as
to conversion, exchange, dividends, retirement or other features.

The shares of each series and class have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of members of the governing board can elect all of the members if they choose
to do so. On each matter submitted to a vote of the shareholders, 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. Shares of all classes will vote together as a single class except
when otherwise required by law or as determined by the members of the Fund's
governing board.

If the Fund is liquidated, the shareholders of the portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio, or
in the case of a class, belonging to that portfolio and allocable to that
class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held by
them and recorded on the books of the Fund. The liquidation of any portfolio
or class thereof may be authorized at any time by vote of a majority of the
members of the governing board.

The Fund will not hold annual meetings except when required to by the 1940 Act
or other applicable law.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund tries to distribute substantially all of the net investment income of
a portfolio and net realized capital gains so as to avoid income taxes on its
dividends and distributions and the imposition of the federal excise tax on
undistributed income and capital gains. However, the Fund cannot predict the
time or amount of any such dividends or distributions.

Distributions by a portfolio reduce its net asset value (NAV"). A
distribution that reduces the NAV of a portfolio below its cost basis is
taxable as described in the prospectus of the portfolio, although from an
investment standpoint, it is a return of capital. If you buy shares of a
portfolio on or before the "record date" -- the date that establishes which
shareholders will receive an upcoming distribution -- for a distribution, you
will receive some of the money you invested as a taxable distribution.

33
<PAGE>

Purchase Redemption and Pricing of Shares

PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of a portfolio are purchased in this manner, the Service
Agent must receive your investment order before the close of trading on the
New York Stock Exchange ("NYSE"), or as of noon with respect to the DSI Money
Market Portfolio, and transmit it to UAMSSC before the close of its business
day to receive that day's share price. UAMSSC must receive proper payment for
the order by the time the portfolio is priced on the following business day.
Service Agents are responsible to their customers and the Fund for timely
transmission of all subscription and redemption requests, investment
information, documentation and money.

The Fund reserves the right in its sole discretion 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.

In-Kind Purchases

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
exchanged are liquid securities and not subject to any restrictions upon
their sale by the portfolio under the Securities Act of 1933, or
otherwise.

. 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 upon exchange may realize a gain
or loss for Federal income tax purposes depending upon the cost of securities
or local currency exchanged. Investors interested in such exchanges should
contact the adviser.

REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
When you redeem, your shares may be worth more or less than the price you paid
for them depending on the market value of the investments held by the
portfolio.

By Mail
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.

34
<PAGE>

. Any required signature guarantees (see "SIGNATURE GUARANTEES").

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

By Telephone
The following tasks cannot be accomplished by telephone:

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

. Redemption of certificated shares by telephone.

The Fund and 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
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
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, liability, cost or expense for following
instructions received by telephone that it reasonably believes to be genuine.

Redemptions-In-Kind

If the governing board 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
redemptions.

However, 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 governing board believes 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 under "Valuation of Shares." A redeeming shareholder
would normally incur brokerage expenses if these securities were converted to
cash.

Signature Guarantees

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institutions is available from the 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 that 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.

35
<PAGE>

Other Redemption Information

Normally, the Fund will pay for all shares redeemed under proper procedures
within one business day of and no more than seven days after the receipt of
the request, or earlier if required under applicable law. The Fund may suspend
the right of redemption or postpone the date at times when both the NYSE and
Custodian Bank are closed, or under any emergency circumstances determined by
the SEC.

The Fund may suspend redemption privileges or postpone the date of payment:

. During any period that both the NYSE and custodian bank are closed, or
trading on the NYSE is restricted as determined by the Commission.

. For such other periods as the Commission may permit.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios qualified
for sale in the shareholder's state of residence. Exchanges are based on the
respective net asset values of the shares involved. The Institutional Class
and Institutional Service Class Shares of UAM Funds do not charge a sales
commission or charge of any kind.

Neither the Fund nor any of its service providers will be responsible for the
authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any time.
Such instructions may include limiting the amount or frequency of exchanges
and may be for the purpose of assuring such exchanges do not disadvantage the
Fund and its shareholders.

TRANSFER OF SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of each portfolio to another person by making
a written request to the Fund. Your request should clearly identify the
account and number of shares you wish to transfer. All registered owners
should sign the request 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
"Signature Guarantees." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.

VALUATION OF SHARES
- --------------------------------------------------------------------------------
The Fund does not price its shares on those days when the New York Stock
Exchange is closed, which are currently: New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.

Equity Securities

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 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.

Debt Securities

36
<PAGE>

DSI Money Market Portfolio

DSI 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 1940 Act. 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.

Other Assets

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 governing board.

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. 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 the Fund 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 the method used to compute or express
performance follows.

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

These figures are calculated according to the following formula:

37
<PAGE>

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).

The average annual total rates of return of the Institutional and Service
Classes of the portfolios as of October 31, 1998, are as follows:

<TABLE>
<CAPTION>
One Year Ended Five Years Ended Since Inception Inception Date
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DSI Disciplined Value Portfolio
Institutional Class Shares 4.37% 15.52% 12.65% 12/12/89
------------------------------------------------------------------------------------------------------------------------------
Institutional Service Class Shares 4.13% N/A 9.39% 5/23/97
------------------------------------------------------------------------------------------------------------------------------
DSI Limited Maturity Bond Portfolio
Institutional Class Shares 5.08% 5.05% 6.62% 12/18/89
------------------------------------------------------------------------------------------------------------------------------
DSI Money Market Portfolio
Institutional Class Shares 5.38% 4.93% 4.93% 12/28/89
------------------------------------------------------------------------------------------------------------------------------
DSI Balanced Portfolio
Institutional Class Shares N/A N/A 5.93% 12/22/97
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD
- ------------------------------------------------------------------------------
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
calculated according to a standard that is required for all funds. As this
differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.

Yield is obtained using the following formula:

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

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

38
<PAGE>

d = the maximum offering price per share on the last day of the period.

YIELD (DSI MONEY MARKET PORTFOLIO)

The current yield of the DSI Money Market Portfolio is determined by dividing
the net investment income per share earned during a 7-day base period by the
maximum offering price per share on the last day of the period and annualizing
the result by multiplying it by 365/7. Expenses accrued for the period include
any fees charged to all shareholders during the base period. Since
Institutional Service Class Shares bear additional service and distribution
expenses, their yield will generally be lower than that of the Institutional
Class Shares.

The effective yield is the net annualized yield for a specified 7-day base
period assuming a reinvestment in portfolio shares of all dividends during the
period (compounding). Effective yield is calculated by using the same base-
period return used in the calculation of current yield, except that the base-
period return is compounded by adding 1, raising the sum to a power equal to
365/7, and subtracting 1 from the result.

Effective yield = [(Base Period Return +1) /365/7/] -1

COMPARISONS
- --------------------------------------------------------------------------------

Taxes

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, 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, as applicable.

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

If for any taxable year the portfolio does not qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, all of
the portfolio's taxable income would be subject to tax at regular corporate
rates without any deduction for distributions to shareholders. In this event,
the portfolio's distributions to shareholders would be taxable as ordinary
income to the extent of the current and accumulated earnings and profits of
the particular portfolio, and would be eligible for the dividends received
deduction in the case of corporate shareholders. The portfolio intends to
qualify as a "regulated investment company" each year.

Dividends and interest received by each portfolio, except DSI Money Market
Portfolio, may give rise to withholding and other taxes imposed by foreign
countries. These taxes would reduce the portfolio's dividends but are included
in the taxable

39
<PAGE>

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 deductions and credits for foreign taxes.

Expenses

<TABLE>
<CAPTION>
Investment Investment Sub-
Advisory Fees Advisory Fees Administrator Administrator Brokerage
Paid Waived Fee (UAMFSI) Fee (CGFSC) Commissions
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DSI Disciplined Value Portfolio
1998 $737,133 -0- $ 64,593 $101,756 $ 165,510
--------------------------------------------------------------------------------------------------------------------------------
1997 $578,915 -0- $133,991 $ 87,680 $ 256,031
--------------------------------------------------------------------------------------------------------------------------------
1996 $429,033 -0- $ 99,321 $ 79,439 $ 204,544
--------------------------------------------------------------------------------------------------------------------------------
DSI Limited Maturity Bond Portfolio
1998 $155.198 -0- $103,048 $ 86,420 $ 1,929
--------------------------------------------------------------------------------------------------------------------------------
1997 $141,248 -0- $ 94,725 $ 82,171 -0-
--------------------------------------------------------------------------------------------------------------------------------
1996 $134,334 -0- $ 92,990 $ 86,458 -0-
--------------------------------------------------------------------------------------------------------------------------------
DSI Money Market Portfolio
1998 $273,545 $336,812 $175,739 $140,251 -0-
--------------------------------------------------------------------------------------------------------------------------------
1997 $333,241 $426,538 $224,190 $186,237 -0-
--------------------------------------------------------------------------------------------------------------------------------
1996 $230,533 $283,121 $149,671 $135,324 -0-
--------------------------------------------------------------------------------------------------------------------------------
DSI Balanced Portfolio
1998* $102,428 $ 25,681 $ 53,814 $ 85,089 $ 24,690
</TABLE>

*During the period from December 22, 1997(initial offering) to October 31,
1998.

<TABLE>
<CAPTION>
Distribution and Service Plan Expenses Paid During Fiscal Year Ended October 31, 1998
-------------------------------------------------------------------------------------------------------------------------------
DSI Disciplined Value Portfolio
<S> <C>
Institutional Class Shares $42,236
</TABLE>

Financial Statements

40
<PAGE>

Appendix A: Description Of Securities And Ratings

MOODY'S INVESTORS SERVICE, INC.
- --------------------------------------------------------------------------------

Preferred Stock Ratings

aa An issue which is rated "aa" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance
the earnings and asset protection will remain relatively well
maintained in the foreseeable future.

baa An issue which is rated "baa" is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured.
Earnings and asset protection appear adequate at present but may
be questionable over any great length of time.

ba An issue which is rated "ba" is considered to have speculative
elements and its future cannot be considered well assured.
Earnings and asset protection may be very moderate and not well
safeguarded during adverse periods. Uncertainty of position
characterizes preferred stocks in this class.

caa An issue which is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport to
indicate the future status of payments.

ca An issue which is rated "ca" is speculative in a high degree and
is likely to be in arrears on dividends with little likelihood of
eventual payments.

c This is the lowest rated class of preferred or preference stock.
Issues so rated can thus be regarded as having extremely poor
prospects of ever attaining any real investment standing.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: 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.

Debt Ratings - Taxable Debt & Deposits Globally

A-1
<PAGE>

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 the Aaa securities.

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.

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 as having extremely poor prospects
of ever attaining any real investment standing.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of that generic rating category.

Short-Term Prime Rating System - Taxable Debt & Deposits Globally

Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated
issuers:

Prime-1 Issuers rated Prime-1 (or supporting institution) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance
on debt and ample asset protection.

. Broad leading market positions in well-established
industries.

. margins in earnings coverage of fixed financial charges and
high internal cash generation.

. Well-established access to a range of financial markets and
assured sources of alternate liquidity.

A-2
<PAGE>

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligation. The effect of industry characteristics and
market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the
level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate
liquidity is maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATINGS SERVICES
- --------------------------------------------------------------------------------

Preferred Stock Ratings

AAA This is the highest rating that may be assigned by Standard
& Poor's to a preferred stock issue and indicates an
extremely strong capacity to pay the preferred stock
obligations.

AA A preferred stock issue rated AA also qualifies as a high-
quality, fixed-income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated AAA.

BBB An issue rated BBB is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a
preferred stock in this category than for issues in the A
category.

BB, B, Preferred stock rated BB, B, and CCC are regarded, on
CCC balance, as predominantly speculative with respect to the
issuer's capacity to pay preferred stock obligations. BB
indicates the lowest degree of speculation and CCC the
highest. While such issues will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that
is in arrears on dividends or sinking fund payments, but
that is currently paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the
issuer in default on debt instruments.

N.R. This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that Standard & Poor's does not rate a particular type of
obligation as a matter of policy.

A-3
<PAGE>

Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

Nature of and provisions of the obligation;

AAA An obligation rated AAA have the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.

A An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher- rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligator to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC , CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation
and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties
or major risk exposures to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing
uncertainties or exposures to adverse business, financial,
or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the
obligation.

B An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the
capacity to meet its financial commitment on the obligation.
Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

CCC An obligation rated CCC is currently vulnerable to non-
payment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its
financial commitment on the obligations.

CC An obligation rated CC is currently highly vulnerable to
nonpayment.

C The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has
been taken, but payments on this obligation are being
continued.

D An obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made
on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition
or the taking of a similar action if payments on an
obligation are jeopardized.

Plus (+) or minus (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

A-4
<PAGE>

currencies, or commodities; obligations exposed to severe prepayment risk-
such as interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as inverse floaters.

Short-Term Issue Credit Ratings

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's
capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than obligation in
higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is
satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate
protection parameters. However, adverse economic conditions
or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.

B A short-term obligation rated B is regarded as having
significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment
on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

C A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation.

D A short-term obligation rated D is in payment default. The D
rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period
has not expired, unless Standard & Poors' believes that such
payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition
or the taking of a similar action if payments on an
obligation are jeopardized.

DUFF & PHELPS CREDIT RATING CO.
- --------------------------------------------------------------------------------

Long-Term Debt and Preferred Stock

AAA Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

AA+/AA High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk
factors are more variable in periods of greater economic
stress.

BBB+/BBB Below-average protection factors but still considered
sufficient for prudent investment. Considerable variability
in risk during economic cycles.

BBB-

A-5
<PAGE>

B+/B/B- Below investment grade and possessing risk that obligation
will not be net when due. Financial protection factors will
fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable
company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments. Issuer failed to meet
scheduled principal and/or interest payments.

DP Preferred stock with dividend arrearages.

Short-Term Debt

High Grade

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations.

D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection
factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors.
Risk factors are very small.

Good Grade

D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

Satisfactory Grade

D-3 Satisfactory liquidity and other protection factors qualify
issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.

Non-Investment Grade

D-4 Speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a
high degree of variation.

Default

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

A-6
<PAGE>

FITCH IBCA RATINGS
- --------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade

AA Very high credit quality. `AA' ratings denote a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.

A High credit quality. `A' ratings denote a low expectation
of credit risk. The capacity for timely payment of
financial commitments is considered strong. This capacity
may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case
for higher ratings.

B Good credit quality. `BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity
for timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

Speculative Grade

BB Speculative. `BB' ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time; however,
business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in
this category are not investment grade.

B Highly speculative. `B' ratings indicate that significant
credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,CC,C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon
sustained, favorable business or economic developments. A
`CC' rating indicates that default of some kind appears
probable. `C' ratings signal imminent default.

DDD,DD,D Default. Securities are not meeting current obligations and
are extremely speculative. `DDD' designates the highest
potential for recovery of amounts outstanding on any
securities involved. For U.S. corporates, for example, `DD'
indicates expected recovery of 50% - 90% of such
outstandings, and `D' the lowest recovery potential, i.e.
below 50%.

International Short-Term Credit Ratings

F1 Highest credit quality. Indicates the strongest capacity
for timely payment of financial commitments; may have an
added "+" to denote any exceptionally strong credit
feature.

F2 Good credit quality. A satisfactory capacity for timely
payment of financial commitments, but the margin of safety
is not as great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term
adverse changes could result in a reduction to non-
investment grade.

A-7
<PAGE>

B Speculative. Minimal capacity for timely payment of
financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon a
sustained, favorable business and economic environment.

D Default. Denotes actual or imminent payment default.

Notes

"+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the `AAA' long-term
rating category, to categories below `CCC', or to short-term ratings other
than `F1'.

`NR' indicates that Fitch IBCA does not rate the issuer or issue in
question.

`Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

RatingAlert: Ratings are placed on RatingAlert to notify investors that
there is a reasonable probability of a rating change and the likely
direction of such change. These are designated as "Positive", indicating a
potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. RatingAlert is typically
resolved over a relatively short period.

A-8
<PAGE>

Appendix B - Comparisons

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.

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.

Donoghue's Money Fund Average -- is an average of all major money market
fund yields, published weekly for 7 and 30-day yields.

Dow Jones Industrial Average a price-weighted average of thirty blue-chip
stocks that are generally the leaders in their industry and are listed on
the New York Stock Exchange. It has been a widely followed indicator of the
stock market since October 1, 1928.

Dow Jones Industrial Average -- an unmanaged price weighted average of 30
blue-chip stocks.

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.

Historical data supplied by the research departments of First Boston
Corporation, J.P. Morgan & Co, Inc., Salomon Smith Barney, Merrill Lynch &
Co., Inc., Lehman Brothers, Inc. and Bloomberg L.P.

IBC's Money Fund Average/All Taxable an average of all major money market
fund yields, published weekly for 7- and 30-day yields.

IFC Investable Index an unmanaged index maintained by the International
Finance Corporation. This 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.

Lehman Aggregate Bond Index an unmanaged fixed income market value-weighted
index that combines the Lehman Government/Corporate Index and the Lehman
Mortgage-Backed Securities Index, and includes treasury issues, agency
issues, corporate bond issues and mortgage backed securities. It includes
fixed rate issuers of investment grade (BBB) or higher, with maturities of
at least one year and outstanding par values of at least $200 million for
U.S. government issues and $25 million for others.

Lehman Corporate Bond Index - an unmanaged indices of all publicly issues,
fixed-rate, nonconvertible investment grade domestic corporate debt. Also
included are yankee bonds, which are dollar-denominated SEC registered
public, noncovertible debt issued or guaranteed by foreign sovereign
governments, municipalities, or governmental agencies, or international
agencies.

Lehman Government Bond Index -an unmanaged treasury bond index including
all public obligations of the U.S. Treasury, excluding flower bonds and
foreign-targeted issues, and the Agency Bond Index (all publicly issued
debt of U.S. government agencies and quasi-federal corporation, and
corporate debt guaranteed by the U.S. government). In addition to the
aggregate index, sub-indices cover intermediate and long term issues.

Lehman Government/Corporate Index -- an unmanaged fixed income market
value-weighted index that combines the Government and Corporate Bond
Indices, including U.S. government treasury securities, corporate and
yankee bonds. All issues are investment grade (BB) or higher, with
maturities of at least one year and outstanding par value of at least $100
million of r 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.

B-1
<PAGE>

Lehman High Yield Bond Index - an unmanaged index of fixed rate, non-
investment grade debt. All bonds included in the index are dollar
denominated, noncovertible, have at least one year remaining to maturity
and an outstanding par value of at least $100 million.

Lipper 1-5 Year Short Investment Grade Debt Funds Average -- is an average
of 100 funds that invest at least 65% of assets in investment grade debt
issues (BBB or higher) with dollar-weighted average maturities of 5 years
or less.

Lipper Balanced Fund Index an unmanaged index of open-end equity funds
whose primary objective is to conserve principal by maintaining at all time
a balanced portfolio of both stocks and bonds. Typically, the stock/bond
ratio ranges around 60%/40%.

Lipper Equity Income Fund Index an unmanaged index of equity funds which
seek relatively high current income and growth of income through investing
60% or more of the portfolio in equities.

Lipper Equity Mid Cap Fund Index an unmanaged index of funds which by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $5 billion at the time of purchase.

Lipper Equity Small Cap Fund Index an unmanaged index of funds by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $1 billion at the time of purchase.

Lipper Growth Fund Index an unmanaged index composed of the 30 largest
funds by asset size in this investment objective.

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.

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 (BBB
or higher).

Morgan Stanley Capital International EAFE Index -- 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.

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

NASDAQ Composite Index -- is a market capitalization, price only, unmanaged
index that tracks the performance of domestic common stocks traded on the
regular NASDAQ market as well as national market System traded foreign
common stocks and ADRs.

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.

Russell 1000 Index - an unmanaged index composed of the 1000 largest stocks
in the Russell 3000 Index.

Russell 2000 Growth Index contains those Russell 2000 securities with
higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Index -- an unmanaged index composed of the 2,000 smallest
stocks in the Russell 3000 Index.

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.

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 dividend
yields and higher forecasted growth values than the value universe.

Russell 2500 Index an unmanaged index composed of the 2,5000 smallest
stocks in the Russell 3000.

B-2
<PAGE>

Russell 2500 Value Index contains those Russell 2500 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 then the Growth universe.

Russell 3000 Index - composed of the 3,000 largest U.S. publically traded
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market.

Russell Mid-Cap Index -- is composed of the 800 smallest stocks in the
Russell 1000 Index, with an average capitalization of $1.96 billion.

Salomon Smith Barney Global excluding U.S. Equity Index - an comprised of
the smallest stocks (less than $1 billion market capitalization) of the
Extended Market Index, of both developed and emerging markets.

Salomon Smith Barney One to Three Year Treasury Index - an unmanaged index
comprised of U.S. treasury notes and bonds with maturities one year or
greater, but less than three years.

Salomon Smith Barney Three-Month T-Bill Average -- the average for all
treasury bills for the previous three-month period.

Salomon Smith Barney Three-Month U.S. Treasury Bill Index a return
equivalent yield average based on the last three 3-month Treasury bill
issues.

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

Standard & Poors' 600 Small Cap Index an unmanaged index comprised of 600
domestic stocks chosen for market size, liquidity, and industry group
representation. The index is comprised of stocks from the industrial,
utility, financial, and transportation sectors.

Standard & Poors' 500 Stock Index an unmanaged index composed of 400
industrial stocks, 40 financial stocks, 40 utilities stocks and 20
transportation stocks.

Standard & Poors' Barra Value Index - is constructed by dividing the
securities in the S&P 500 Index according to price-to-book ratio. This
index contains the securities with the lower price-to-book ratios; the
securities with the higher price-to-book ratios are contained in the
Standard & Poor's Barra Growth Index.

Standard & Poors' Utilities Stock Price Index - a market capitalization
weighted index representing three utility groups and, with the three
groups, 43 of the largest utility companies listed on the New York Stock
Exchange, including 23 electric power companies, 12 natural gas
distributors and 8 telephone companies.

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.S. Three-Month Treasury Bill Average - the average return for all
treasury bills for the previous three month period.

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

Wilshire Real Estate Securities Index - a market capitalization weighted
index of publicly traded real estate securities, including real estate
investment trusts, real estate operating companies and partnerships. The
index is used by he institutional investment community as a broad measure
of the performance of public real estate equity for asset allocation and
performance comparison.

Wilshire REIT Index - includes 112 real estate investment trusts (REITs)
but excludes seven real estate operating companies that are included in the
Wilshire Real Estate Securities Index.

Note: With respect to the comparative measures of performance for equity
securities described herein, comparisons of performance assume reinvestment
of dividends, except as otherwise stated.

B-3
<PAGE>

UAM FUNDS
PO BOX 419081
KANSAS CITY, MO 64141-6081
(TOLL FREE) 1-877-UAM-LINK (826-5465)

THE FMA SMALL COMPANY PORTFOLIO
INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 16, 1999

This statement of additional information (SAI) is not a prospectus.
However, you should read it in conjunction with the Prospectus of The FMA
Small Company Portfolio Institutional Class Shares dated February 16, 1999,
and the Prospectus of The FMA Small Company Portfolio's Institutional
Service Class Shares dated February 16, 1999. You may obtain a Prospectus
for The portfolio by contacting the UAM Funds at the address listed above.

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
DEFINITIONS........................................................................................................... 1
THE FUND.............................................................................................................. 1
DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS............................................................ 1
Equity Securities.................................................................................................. 1
Foreign Securities................................................................................................. 2
Investment Companies............................................................................................... 4
Repurchase Agreements.............................................................................................. 5
Restricted Securities.............................................................................................. 5
Securities Lending................................................................................................. 5
Short-Term Investments............................................................................................. 5
When-Issued, Forward Commitment and Delayed Delivery Transactions........ERROR BOOKMARK NOT DEFINED................
INVESTMENT POLICIES................................................................................................... 8
Fundamental Investment Policies.................................................................................... 8
Non-Fundamental Policies........................................................................................... 9
MANAGEMENT OF THE FUND................................................................................................ 9
CODE OF ETHICS........................................................................................................ 11
PRINCIPAL HOLDERS OF SECURITIES....................................................................................... 11
INVESTMENT ADVISORY AND OTHER SERVICES................................................................................ 11
Investment Adviser................................................................................................. 11
Control of Adviser................................................................................................. 11
Distributor........................................................................................................ 13
Administrative Services............................................................................................ 13
Custodian.......................................................................................................... 14
Independent Public Accountant...................................................................................... 14
Service And Distribution Plans..................................................................................... 15
BROKERAGE ALLOCATION AND OTHER PRACTICES.............................................................................. 17
Selection of Brokers............................................................................................... 17
Simultaneous Transactions.......................................................................................... 17
Brokerage Commissions.............................................................................................. 17
CAPITAL STOCK AND OTHER SECURITIES.................................................................................... 18
Description Of Shares And Voting Rights............................................................................ 18
Dividends and Capital Gains Distributions.......................................................................... 18
PURCHASE REDEMPTION AND PRICING OF SHARES............................................................................. 19
Purchase of Shares................................................................................................. 19
Redemption of Shares............................................................................................... 19
Exchange Privilege................................................................................................. 21
Transfer Of Shares................................................................................................. 21
Valuation of Shares................................................................................................ 21
PERFORMANCE CALCULATIONS.............................................................................................. 22
Total Return....................................................................................................... 22
Yield.............................................................................................................. 23
Comparisons........................................................................................................ 23
TAXES................................................................................................................. 24
EXPENSES.............................................................................................................. 24
FINANCIAL STATEMENTS.................................................................................................. 24
APPENDIX A: DESCRIPTION OF SECURITIES AND RATINGS.................................................................... A-1
APPENDIX B - COMPARISONS.............................................................................................. B-1
</TABLE>
<PAGE>

DEFINITIONS

The "Fund" is UAM Funds, Inc.

The term "adviser" means Fiduciary Management Associates, Inc., the Fund's
investment adviser.

UAM is United Asset Management Corporation.

UAMFSI is UAM Fund Services, Inc., the Fund's administrator.

UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.

UAMSSC is UAM Fund Shareholder Servicing Center, the Fund's
sub-shareholder-servicing agent.

CGFSC is Chase Global Funds Service Company, the Fund's sub-administrator.

UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds
Trust II and all of their portfolios.

The terms "the portfolio" is used to refer to FMA Small Company Portfolio,
while " portfolio" or "portfolios" refers to some or all portfolios of the
UAM Funds Complex.

The terms "board" and "governing board" refer to the Fund's Board of
Directors as a group, while "board member" refers to a single member of the
board.

"1940 Act" means the Investment Company Act of 1940, as amended.

All other defined terms, which are not otherwise defined in this SAI, have
the same meaning in the SAI as they do in the prospectuses of FMA Small
Company Portfolio.

THE FUND

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 Fund changed
its name to "UAM Funds, Inc." The Fund's principal executive office is
located at 211 Congress Street, Boston, MA 02110; shareholders should
direct all correspondence to the address listed on the cover of this SAI.

The Fund is an open-end, management investment company under the 1940 Act.
FMA Small Company Portfolio is a diversified series of the Fund. This means
that with respect to 75% of its total assets, the portfolio may not invest
more than 5% of its total assets in the securities of any one issuer
(except U.S. government securities). The remaining 25% of its total assets
are not subject to this restriction. To the extent the portfolio invests a
significant portion of its assets in the securities of a particular issuer,
it will be subject to an increased risk of loss if the market value of such
issuer's securities declines.

DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS

EQUITY SECURITIES
- --------------------------------------------------------------------------------

The portfolio may invest in equity securities such as common and preferred
stocks. While investing in stocks allows the portfolio to participate in
the benefits of owning a company, the portfolio must accept the risks of
ownership. Unlike bondholders, who have preference to a company's earnings
and cash flow, preferred stockholders, followed by common stockholders in
order of priority, are entitled only to the residual amount after a company
meets its other obligations. For this reason, the value of a

1
<PAGE>

company's stock will usually react more strongly to actual or perceived
changes in the company's financial condition or prospects than its debt
obligations. Stockholders of a company that fares poorly can lose money.

STOCK MARKET RISK

Stock markets tend to move in cycles with short or extended periods of
rising and falling stock prices. The value of a company's stock may fall
because of:

. Factors that directly relate to that company, such as decisions made by
its management or lower demand for the company's products or services.

. Factors affecting an entire industry, such as increases in production
costs.

. Changes in financial market conditions that are relatively unrelated to
the company or its industry, such as changes in interest rates,
currency exchange rates or inflation rates.

RIGHTS AND WARRANTS

FOREIGN SECURITIES
- --------------------------------------------------------------------------------
RISKS OF FOREIGN SECURITIES

Foreign securities, foreign currencies, and securities issued by U.S.
entities with substantial foreign operations may involve significant risks
in addition to the risks inherent in U.S. investments.

FOREIGN CURRENCY RISK

. Foreign currency exchange rates reflect relative values of two
currencies, usually the U.S. dollar and the foreign currency in
question.

. Complex political and economic factors applicable to the issuing
country may affect the value of U.S. dollars and foreign currencies.

2
<PAGE>

. The actions of U.S. and foreign governments may affect significantly
the currency exchange rates.

There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely
basis. Available quotation information is generally representative of very
large round-lot transactions in the inter-bank market and thus may not
reflect exchange rates for smaller odd-lot transactions (less than $1
million) where rates may be less favorable. The inter-bank market in
foreign currencies is a global, around-the-clock market. To the extent that
a market is closed while the markets for the underlying currencies remain
open, certain markets may not always reflect significant price and rate
movements.

THE EURO

On January 1, 1999, existing national currencies became denominations of
the Euro at fixed rates according to practices prescribed by the European
Monetary Institute and the Euro became available as a book-entry currency.
On or about that date, member states to began conducting financial market
transactions in Euro and redenominating many investments, currency balances
and transfer mechanisms into Euro. The portfolio also anticipates pricing,
trading, settling and valuing investments whose nominal values remain in
their existing domestic currencies in Euro. Accordingly, the portfolio
expects the conversion to the Euro to impact investments in countries that
will adopt the Euro in all aspects of the investment process, including
trading, foreign exchange, payments, settlements, cash accounts, custody
and accounting. Some of the uncertainties surrounding the conversion to the
Euro include:

. Will the payment and operational systems of banks and other financial
institutions be ready by the scheduled launch date?

. Will the conversion to the Euro have legal consequences on outstanding
financial contracts that refer to existing currencies rather than
Euro?

. How will existing currencies be exchanged into Euro?

. Will suitable clearing and settlement payment systems for the new
currency be created?

STOCK EXCHANGE AND MARKET RISK

The adviser anticipates that in most cases an exchange or over-the-counter
(OTC) market located outside of the United States will be the best
available market for foreign securities. Foreign stock markets, while
growing in volume and sophistication, are generally not as developed as
those in the United States, and securities of some foreign issuers may be
less liquid and more volatile than securities of comparable U.S. issuers.
Foreign security trading, settlement and custodial practices are often less
developed than those in U.S. markets. This may lead to increased risk or
substantial delays in case of a failed trade or the insolvency of, or
breach of duty by, a foreign broker-dealer, securities depository or
foreign sub-custodian. In addition, the costs associated with foreign
investments, including withholding taxes, brokerage commissions and
custodial costs, are generally higher than with U.S. investments.

LEGAL SYSTEM AND REGULATION RISKS

Foreign countries have different legal systems and different regulations
concerning financial disclosure, accounting, and auditing standards.
Corporate financial information that would be disclosed under U.S. law may
not be available. Foreign accounting and auditing standards may render a
foreign corporate balance sheet more difficult to understand and interpret
than one subject to U.S. law and standards. Foreign markets may offer less
protection to investors than U.S. markets such as:

. Foreign accounting, auditing, and financial reporting requirements may
render a foreign corporate balance sheet more difficult to understand
and interpret than one subject to U.S. law and standards.

3
<PAGE>

. Adequate public information on foreign issuers may not be available,
and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis.

. In general, there is less overall governmental supervision and
regulation of securities exchanges, brokers, and listed companies than
in the United States.

. OTC markets tend to be less regulated than stock exchange markets and,
in certain countries, may be totally unregulated.

. Economic or political concerns may influence regulatory enforcement
and may make it difficult for investors to enforce their legal rights.

. Restrictions on transferring securities within the United States or to
U.S. persons may make a particular security less liquid than foreign
securities of the same class that are not subject to such
restrictions.

EMERGING MARKETS

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular,
countries with emerging markets may have (1) relatively unstable
governments, (2) may present the risks of nationalization of businesses,
restrictions on foreign ownership and prohibitions on the repatriation of
assets, and (3) may have less protection of property rights than more
developed countries. The economies of countries with emerging markets may
be based on only a few industries, may be highly vulnerable to changes in
local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to increases
in trading volume, potentially making prompt liquidation of holdings
difficult or impossible at times.

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries the portfolio may recover a portion of
these taxes, the portion they cannot recover will reduce the income the
portfolio receives from its investments. The portfolio does not expect such
foreign withholding taxes to have a significant impact on performance.

AMERICAN DEPOSITARY RECEIPTS (ADRS)

American Depositary Receipts (ADRs) are certificates evidencing ownership
of shares of a foreign issuer. These certificates are issued by depository
banks and generally trade on an established market in the United States or
elsewhere. A custodian bank or similar financial institution in the
issuer's home country holds the underlying shares in trust. The depository
bank may not have physical custody of the underlying securities at all
times and may charge fees for various services, including forwarding
dividends and interest and corporate actions. ADRs are alternatives to
directly purchasing the underlying foreign securities in their national
markets and currencies. However, ADRs continue to be subject to many of the
risks associated with investing directly in foreign securities.

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

The Fund has received permission from the SEC to allow 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 DSI Money Market Portfolio,
provided that the investment is consistent with the portfolio's investment
policies and restrictions. Based upon the portfolio's assets invested in
the UAM 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 UAM DSI Money Market Portfolio. The investing
portfolio will bear expenses of the UAM DSI Money Market Portfolio on the
same basis as all of the shareholders of the UAM DSI Money Market
Portfolio.

4
<PAGE>

REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------

In a repurchase agreement, the portfolio buys a security for a relatively
short period (usually not more than 7 days) and simultaneously agrees to
sell it back at a specified date and price. The portfolio normally uses
repurchase agreements to earn income on assets that are not invested. The
portfolio will require the counter-party to the agreement to deliver
securities serving as collateral for each repurchase agreement to its
custodian either physically or in book-entry form. The counter party must
add to the collateral whenever the price of the repurchase agreement rises
(i.e., the borrower "marks to the market" on a daily basis).

If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, the portfolio's right to sell
the security may be restricted. In addition, the value of the security
might decline before the portfolio can sell it and the portfolio might
incur expenses in enforcing its rights.

RESTRICTED SECURITIES
- --------------------------------------------------------------------------------

The portfolio may purchase restricted securities that are not registered
for sale to the general public but which are eligible for resale to
qualified institutional investors under Rule 144A of the Securities Act of
1933. Under the supervision of the Fund's board, 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 the portfolio's investment limitations. The price 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.

SECURITIES LENDING
- --------------------------------------------------------------------------------

To earn additional income, the portfolio may lend up to one-third of its
total assets (including the value of the collateral for the loans) at fair
market value to broker- dealers or other financial institutions. The
portfolio may reinvest any cash collateral in short-term securities and
money market funds. The portfolio will only lend its securities if:

. The borrower provides collateral at least equal to the market value of
the securities loaned.

. The collateral pledged and maintained by the borrower must consist of
cash, an irrevocable letter of credit issued by a domestic U.S. bank
or securities issued or guaranteed by the U. S. government.

. The borrower adds to the collateral whenever the price of the
securities loaned rises (i.e., the borrower "marks to the market" on a
daily basis).

. The portfolio can terminate the loan at any time; and

. The portfolio receives reasonable interest on the loan (which may
include the portfolio investing any cash collateral in interest
bearing short-term investments).

These risks are similar to the ones involved with repurchase agreements.
When the portfolio lends securities, there is a risk that it will lose
money because the borrower fails to return the securities involved in the
transaction. In addition, the borrower may become financially unable to
honor its contractual obligations, which may delay or prevent the portfolio
from liquidating the collateral.

SHORT-TERM INVESTMENTS
- --------------------------------------------------------------------------------

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.

DEBT SECURITIES

Debt securities are used by corporations and governments to borrow money
from investors. Most debt securities promise a variable or fixed rate of
return and repayment of the amount borrowed at maturity. Some debt
securities, such as zero-coupon bonds, do not pay current interest and are
purchased at a discount from their face value. Debt securities may include,
among other things, all types of bills, notes, bonds, mortgage-backed
securities or asset-backed securities.

5
<PAGE>

INTEREST RATES

While serving as a good estimator of prospective returns, effective
duration is an imperfect measure. While lower interest rates generally
improve the value of a fixed income portfolio, lower interest rates may
also introduce certain risks which may independently cause the share price
of the portfolio to fall. Lower rates motivate people to pay off
mortgage-backed and asset-backed securities earlier than expected, which
introduces reinvestment risk. Reinvesting portfolio assets at lower rates
may reduce the yield of the portfolio. The unexpected timing of mortgage
and asset-backed prepayments caused by the variations in interest rates may
also shorten or lengthen the average maturity of the portfolio. Neglecting
this drift in average maturity may have the unintended effect of increasing
or reducing the effective duration of the portfolio which may in turn
adversely affect the expected performance of the portfolio.

CREDIT RATING

6
<PAGE>

BANK OBLIGATIONS

The portfolio will only invest in a security issued by a commercial bank if
the bank:

. Has total assets of at least $1 billion, or the equivalent in other
currencies;

. Is a U.S. bank and a member of the Federal Deposit Insurance Corporation;
and

. Is a foreign branch of a U.S. bank and the Adviser believes the security
is of an investment quality comparable with other debt securities that
the portfolio may purchase.

TIME DEPOSITS

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term
with the understanding that the depositor can withdraw its money only by
giving notice to the institution. However, there may be early withdrawal
penalties depending upon market conditions and the remaining maturity of
the obligation. The portfolio may only purchase time deposits maturing from
two business days through seven calendar days.

CERTIFICATES OF DEPOSIT

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a
definite period of time and earning a specified return.

BANKER'S ACCEPTANCE

COMMERCIAL PAPER

U.S. GOVERNMENT SECURITIES

While U.S. government securities are guaranteed as to principal and
interest, their market value is not guaranteed. U.S. government securities
are subject to the same interest rate and credit risks as other fixed
income securities. However, since U.S. government securities are of the
highest quality, the credit risk is minimal. The U.S. government does not
guarantee the net asset value of the assets of the portfolio.

CORPORATE BONDS

7
<PAGE>

adviser. Corporations issue bonds and notes to raise money for working
capital or for capital expenditures such as plant construction, equipment
purchases and expansion. In return for the money loaned to the corporation
by investors, the corporation promises to pay investors interest, and repay
the principal amount of the bond or note.

Like other debt securities, corporate debt securities involve a risk that
the corporate issuer will not make timely payment of either interest or
principal, or may default entirely. In addition, the market price of
corporate debt securities may go down because of changes in interest rates.

WHEN-ISSUED, FORWARD COMMITMENT AND DELAYED DELIVERY TRANSACTIONS
- --------------------------------------------------------------------------------

A when-issued security is one whose terms are available and for which a
market exists, but which have not been issued. In a forward delivery
transaction, the portfolio contracts to purchase securities for a fixed
price at a future date beyond customary settlement time. "Delayed delivery"
refers to securities transactions on the secondary market where settlement
occurs in the future. In each of these transactions, the parties fix the
payment obligation and the interest rate that they will receive on the
securities at the time the parties enter the commitment; however, they do
not pay money or delivery securities until a later date. Typically, no
income accrues on securities the portfolio has committed to purchase before
the securities are delivered, although the portfolio may earn income on
securities it has in a segregated account. The portfolio will only enter
into these types of transactions with the intention of actually acquiring
the securities, but may sell them before the settlement date.

The portfolio uses when-issued, delayed-delivery and forward delivery
transactions to secure what it considers an advantageous price and yield at
the time of purchase. When the portfolio engages in when-issued,
delayed-delivery and forward delivery transactions, it relies on the other
party to consummate the sale. If the other party fails to complete the
sale, the portfolio may miss the opportunity to obtain the security at a
favorable price or yield.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of
the security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes
place also may be higher than those obtained in the transaction itself.
Because the portfolio does not pay for the security until the delivery
date, these risks are in addition to the risks associated with its other
investments.

INVESTMENT POLICIES

Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall (with the
exception of a limitation relating to borrowing) 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 investment
limitations of the portfolio.

FUNDAMENTAL INVESTMENT POLICIES
- --------------------------------------------------------------------------------

The following investment limitations are fundamental, which means the
portfolio cannot change them without approval by vote of a majority of the
outstanding voting securities of the portfolios, as defined by the 1940
Act. The portfolio will not:

8
<PAGE>

. 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
(except obligations of the U.S. government and its instrumentalities).

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

. (I) 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.

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

. invest in commodities.

. invest more than 25% of its total assets in companies within a single
industry; however, there are no limitations on investments issued or
guaranteed by the U.S. government and its agencies when the portfolio
adopts a temporary defensive position.

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

. issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the portfolio from (1)
making any permitted borrowings, mortgages or pledges, or (2) entering
repurchase transactions.

. make loans except by purchasing debt securities in accordance with its
investment objectives and policies, or entering into repurchase
agreements , or by lending its portfolio securities to banks, brokers,
dealers and other financial institutions so long as the loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the SEC.

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

. purchase additional securities when borrowings exceed 5% of total
assets.

. purchase on margin or sell short.

. purchase or retain securities of an issuer if those officers and board
members or its investment adviser owning more than 1/2 1/2 of 1% of
such securities together own more than 5% of such securities.

. 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.

. 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.

. write or acquire options or interests in oil, gas or other mineral
exploration or development programs.

NON-FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------

In addition to the policies described above, the following limitations are
non-fundamental (i.e., the portfolio may change them without shareholder
approval) policies.

. Invest no more than 10% of its assets in securities of foreign issuers
of developed countries.

9
<PAGE>

MANAGEMENT OF THE FUND

The business of the Fund is managed by its governing board, which, in turn,
elects officers who are responsible for the day-to-day operations of the
Fund and who execute policies formulated by the board. The Fund pays each
board member who is not also an officer or affiliated person (independent
board member) a $150 quarterly retainer fee per active portfolio per
quarter and a $2,000 meeting fee. In addition, each independent board
member is reimbursed for travel and other expenses incurred while attending
board meetings. The $2,000 meeting fee and expense reimbursements are
aggregated for all of the board members and allocated proportionately among
the portfolios of the UAM Funds complex. The Fund does not pay the
remaining board members, each of whom are affiliated with the Fund, for
their services as board members. UAM or its affiliates or CGFSC pay the
Fund's officers.

The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth,
address, principal occupations during the past five years, aggregate
compensation received from the Fund and total compensation received from
the UAM Funds complex.

complex. Those people with an asterisk beside their name are "interested
persons" of the Fund as that term is defined in the 1940 Act.

10
<PAGE>

<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
POSITION COMPENSATION FROM FROM UAM
UAM FUNDS, REGISTRANT AS OF FUNDS COMPLEX AS
NAME, ADDRESS, DOB INC. PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS OCTOBER 31, 1998 OF OCTOBER 31, 1998
================================================================================================================================
<S> <C> <C> <C> <C>
John T. Bennett, Jr. Director President of Squam Investment Management $29,465 $37,000
College Road-- RFD 3 Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett
1/26/29 Management Company from 1988 to 1993.
--------------------------------------------------------------------------------------------------------------------------------

Nancy J. Dunn Director Financial Officer at World Wildlife Fund, $29,465 $37,000
10 Garden Street formerly, Vice President for Finance and
Cambridge, MA 02138 Administration and Treasurer of Radcliffe
8/14/51 College from 1991 to 1999.
--------------------------------------------------------------------------------------------------------------------------------

William A. Humenuk Director Executive Vice President and Chief $29,465 $37,000
100 King Street West Administrative Officer of Philip Services
P.O. Box 2440, LCD-1, Corp.; Formerly, a Partner in the Philadelphia
Hamilton Ontario, office of the law firm Dechert Price & Rhoads;
Canada L8N-4J6 Director, Hofler Corp.
4/21/42
--------------------------------------------------------------------------------------------------------------------------------

Philip D. English Director President and Chief Executive Officer of $29,465 $37,000
16 West Madison Street Broventure Company, Inc.; Chairman of the
Baltimore, MD 21201 Board of Chektec Corporation and Cyber
8/5/48 Scientific, Inc
================================================================================================================================
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
POSITION COMPENSATION FROM FROM UAM
UAM FUNDS, REGISTRANT AS OF FUNDS COMPLEX AS
NAME, ADDRESS, DOB INC. PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS OCTOBER 31, 1998 OF OCTOBER 31, 1998
================================================================================================================================
<S> <C> <C> <C> <C>
Norton H. Reamer* Director, Chairman, Chief Executive Officer and a 0 0
One International Place President Director of United Asset Management Corporation
Boston, MA 02110 and Corporation; Director, Partner or Trustee of
3/21/35 Chairman each of the Investment Companies of the Eaton
Vance Group of Mutual Funds.
--------------------------------------------------------------------------------------------------------------------------------

Peter M. Whitman, Jr.* Director President and Chief Investment Officer of 0 0
One Financial Center Dewey Square Investors Corporation since 1988;
Boston, MA 02111 Director and Chief Executive Officer of H.T.
7/1/43 Investors, Inc., formerly a subsidiary of
Dewey Square.
--------------------------------------------------------------------------------------------------------------------------------

James P. Pappas* Director Senior Vice President of UAM Investment 0 0
211 Congress Street Services, Inc. and UAM Trust Company since
Boston, Ma 02110 January 1996; Principal of UAM Fund
2/24/53 Distributors, Inc. since December 12, 1995;
formerly a Director and Chief Operating
Officer of CS First Boston Investment
Management from 1993-1995.
--------------------------------------------------------------------------------------------------------------------------------

William H. Park Vice Executive Vice President and Chief Financial 0 0
One International Place President Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47
--------------------------------------------------------------------------------------------------------------------------------

Gary L. French Treasurer President of UAMFSI and UAMFDI, formerly Vice 0 0
211 Congress Street President of Operations, Development and
Boston, MA 02110 Control of Fidelity Investments in 1995;
7/4/51 Treasurer of the Fidelity Group of Mutual
Funds from 1991 to 1995.
--------------------------------------------------------------------------------------------------------------------------------

Michael E. DeFao Secretary Vice President and General Counsel of UAMFSI 0 0
211 Congress Street and UAMFDI; Associate Attorney of Ropes & Gray
Boston, MA 02110 (a law firm) from 1993 to 1995.
2/28/68
--------------------------------------------------------------------------------------------------------------------------------

Robert R. Flaherty Assistant Vice President of UAMFSI; formerly Manager of 0 0
211 Congress Street Treasurer Fund Administration and Compliance of CGFSC
Boston, MA 02110 from 1995 to 1996; Deloitte & Touche LLP from
9/18/63 1985 to 1995, Senior Manager.
--------------------------------------------------------------------------------------------------------------------------------

Michael J. Leary Assistant Vice President of Chase Global Funds Services 0 0
73 Tremont Street Treasurer Company since 1993. Manager of Audit at Ernst
Boston, MA 02108 & Young from 1988 to 1993.
11/23/65
--------------------------------------------------------------------------------------------------------------------------------

CODE OF ETHICS

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

PRINCIPAL HOLDERS OF SECURITIES

As of February 8, 1999, the members of the governing board and officers of
the Fund as a group owned less than 1% of the Fund's outstanding
shares.
12
<PAGE>

As of February 8, 1999, the following persons or organizations held of
record or beneficially 5% or more of the shares of the portfolio:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER PERCENTAGE OF SHARES OWNED CLASS
==============================================================================================================================
<S> <C> <C>
Charles Schwab & Co., Inc. 37.12% Institutional Class Shares
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104
------------------------------------------------------------------------------------------------------------------------------
Fidelity Invest Inst Operations Co Inc. For Certain Employee 8.74% Institutional Class Shares
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015
------------------------------------------------------------------------------------------------------------------------------
American Express Trust Company TR 41.44% Institutional Service Class
FBO American Express Trust Retirement Services Plan Shares
PO Box 534
Minneapolis, MN 55440
Security Trust Co. TR 32.86% Institutional Service Class
FBO Koo Koo Roo Employees Shares
401K Account 1
2525 E. Camelback Rd. 570
Phoenix, AZ 85016
Wilmington Trust Co Tr 21.68% Institutional Service Class
FBO Cherokee Nation 401K Shares
PO Box 8971
Wilmington, DE 19899
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Any persons or organizations listed above as 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 ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

CONTROL OF ADVISER

The adviser is located at 55 West Monroe Street, Suite 2550, Chicago, IL
60603-5093. The adviser is a wholly-owned subsidiary of UAM and provides
investment management services to corporations, pension and profit-sharing
plans, 401(k) and thrift plans, trusts, estates and other institutions and
individuals.

UAM is 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 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. Several UAM Affiliated Firms also act as investment
advisers to separate series or portfolios of the UAM Funds complex.

13
<PAGE>

INVESTMENT ADVISORY AGREEMENT

Service Performed by Adviser

Pursuant to the Investment Advisory Agreement (Advisory Agreement) between
the Fund, on behalf of the portfolio, and the adviser, the adviser has
agreed to:

. Manage the investment and reinvestment of the assets of the portfolio.

. Continuously review, supervise and administer the investment program
of the portfolio.

. Determine in its discretion the securities the portfolio will buy or
sell and the portion of its assets such portfolio will hold
uninvested.

LIMITATION OF LIABILITY

In the absence of (1) willful misfeasance, bad faith, or gross negligence
of the part of the adviser in the performance of its obligations and duties
under the Advisory Agreement, (2) reckless disregard by the adviser of its
obligations and duties under the Advisory Agreement, or (3) 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 Advisory Agreement.

CONTINUING AN ADVISORY AGREEMENT

Unless sooner terminated, an Advisory Agreement shall continue for periods
of one year so long as such continuance is specifically approved at least
annually (a) by a majority of those members of the governing board of the
Fund who are not parties to the Advisory Agreement or interested persons of
any such party and (b) by a majority of the governing board of the Fund or
a majority of the shareholders of the portfolio. An Advisory Agreement may
be terminated at any time by the Fund, without the payment of any penalty,
by vote of a majority of the portfolio's shareholders on 60 days' written
notice to the adviser. The adviser may terminate the Advisory Agreements at
any time, without the payment of any penalty, upon 90 days' written notice
to the Fund. An Advisory Agreement will automatically and immediately
terminate if it is assigned.

INVESTMENT ADVISORY FEE

For its services, the portfolio pays the Adviser a fee in monthly
installments at the annual rate of 0.75% of the portfolio's average net
assets. For more information see "EXPENSES" below.

EXPENSE LIMITATION

The adviser may voluntarily agree to limit the expenses of the portfolio.
The adviser may further reduce its compensation to the extent that the
expenses of the portfolio exceed such lower expense limitation as the
adviser may, by notice to the portfolio, declare to be appropriate. The
expenses subject to this limitation are exclusive of brokerage commissions,
interest, taxes, deferred organizational and extraordinary expenses and, if
the Fund has a distribution plan, payments required under such plan. The
prospectus describes the terms of any expense limitation that are in effect
from time to time.

PHILOSOPHY AND STYLE

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.

14
<PAGE>

REPRESENTATIVE INSTITUTIONAL CLIENTS

As of the date of this SAI, the adviser's representative institutional
clients included Loras College, Peer Bearing Company and Illinois Forge,
Inc.

DISTRIBUTOR
- --------------------------------------------------------------------------------
UAMFDI serves as the Fund's distributor. The Fund offers its shares
continuously. While UAMFDI will use its best efforts to sell shares of the
Fund, it is not obligated to sell any particular amount of shares. UAMFDI
receives no compensation for its services, and any amounts it may receive
under a Service and Distribution Plan are passed through in their entirety
to third parties. UAMFDI, an affiliate of UAM, is located at 211 Congress
Street, Boston, Massachusetts 02110.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------
ADMINISTRATOR
Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend
disbursing and transfer agent services for the Fund. UAMFSI, an affiliate
of UAM, has its principal office at 211 Congress Street, Boston,
Massachusetts 02110.

. Taxes, interest, brokerage fees and commissions.

. Salaries and fees of officers and members of the Board who are not
officers, directors, shareholders or employees of an affiliate of UAM,
including UAMFSI, UAMFDI or the adviser.

. 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.

. Any extraordinary expenses and other customary Fund expenses.

15
<PAGE>

Unless sooner terminated, the Fund Administration Agreement shall continue
in effect from year to year provided the board specifically approves such
continuance at least annually. The Board or UAMFSI may terminate the Fund
Administration Agreement, without penalty, 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.

SUB-ADMINISTRATOR

UAMFSI has subcontracted some of the its administrative and fund accounting
services to CGFSC, an affiliate of The Chase Manhattan Bank, under a Mutual
Funds Service Agreement dated October 26, 1998. CGFSC is located at 73
Tremont Street, Boston, Massachusetts 02108.

SUB-TRANSFER AGENT AND SUB-SHAREHOLDER SERVICING AGENT

UAMSSC serves as sub-shareholder servicing agent for the Fund under an
agreement between UAMSSC and UAMFSI. The principal place of business of
UAMSSC is 825 Duportail Road, Wayne, Pennsylvania 19087.

ADMINISTRATIVE FEES

In exchange for administrative services, the portfolio pays a four-part fee
to UAMFSI as follows:

A. The portfolio specific fee to UAMFSI calculated from the aggregate net
assets of the portfolio at the annual rate of 0.04%.

B. An annual base fee that UAMFSI pays to CGFSC for its sub-administration
and other services calculated at the annual rate of $52,500 for the
first operational class; $7,500 for each additional operational class;
and 0.039% of their pro rata share of the combined assets of the UAM
Funds.

D. An annual base fee that UAMFSI pays to UAMSSC for its services as
sub-shareholder-servicing agent equal to $7,500 for the first
operational class and $2,500 for each additional class.

The portfolio also pays certain account and transaction fees and
out-of-pocket expenses that may be based on the number of open and closed
accounts, the type of account or the services provided to the account.

INDEPENDENT PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts
02110, serves as independent accountant for the Fund.

16
<PAGE>

SERVICE AND DISTRIBUTION PLANS
- --------------------------------------------------------------------------------

The Fund has adopted a Distribution Plan and a Shareholder Servicing Plan
(the "Plans") for their Institutional Service Class Shares pursuant to Rule
12b-1 under the 1940 Act.

SHAREHOLDER SERVICING PLAN

. Acting as the sole shareholder of record and nominee for beneficial
owners.

. Maintaining account records for such beneficial owners of the Fund's
shares.

. Opening and closing accounts.

. Answering questions and handling correspondence from shareholders
about their accounts.

. Processing shareholder orders to purchase, redeem and exchange shares.

. Handling the transmission of funds representing the purchase price or
redemption proceeds.

. Issuing confirmations for transactions in the Fund's shares by
shareholders.

. Distributing current copies of prospectuses, statements of additional
information and shareholder reports.

. Assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody
accounts.

. Providing account maintenance and accounting support for all
transactions.

. Performing such additional shareholder services as may be agreed upon
by the Fund and the Service Agent, provided that any such additional
shareholder services 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 a pplicable.

RULE 12B-1 DISTRIBUTION PLAN

The Distribution Plan permits the portfolio to pay UAMFDI or others for
certain distribution, promotional and related expenses involved in
marketing its Institutional Service Class Shares. Under the Distribution
Plan, Institutional Service Class Shares may pay distribution fees at the
maximum annual rate of 0.75% of the average daily net asset value of such
shares held by the Service Agent for the benefit of its customers. 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 available sales literature and prospectuses.

17
<PAGE>

. 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.

FEES PAID UNDER THE SERVICE AND DISTRIBUTION PLANS

The Plans permit Institutional Service Class shares to pay distribution and
service fees at the maximum annual rate of 1.00% of the class' average
daily net assets for the year. The Fund's governing board has limited the
amount the Institutional Service Class may pay under the Plans to 0.40% of
the class' average daily net assets for the year, and may increase such
amount to the plan maximum at any time.

The Fund will not reimburse the Distributor or others for distribution
expenses incurred in excess of the amount permitted by the Plans.

Subject to seeking best price and execution, the Fund may buy or sell
portfolio securities through firms that receive payments under the Plans.
UAMFDI, at its own expense, may pay dealers for aid in distribution or for
aid in providing administrative services to shareholders.

APPROVING, AMENDING AND TERMINATING THE FUND'S DISTRIBUTION ARRANGEMENTS

Shareholders of the portfolio have approved the Plans. The Plans also were
approved by the governing board of the Fund, including a majority of the
members of the board who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plans
(Plan Members), by votes cast in person at meetings called for the purpose
of voting on these Plans.

CONTINUING THE PLANS

The Plans continue in effect from year to year so long as they are approved
annually by a majority of the Fund's board members and its Plan Members. To
continue the Plans, the board must determine whether such continuation is
in the best interest of the Institutional Service Class shareholders and
that there is a reasonable likelihood of the Plans providing a benefit to
the Class. The Fund's board has determined that the Fund's distribution
arrangements are likely to benefit the Fund and its shareholders by
enhancing the Fund's ability to efficiently service the accounts of its
Institutional Service Class shareholders.

AMENDING THE PLANS

A majority of the Fund's governing board and a majority of its the Plan
Members must approve any material amendment to the Plans. Likewise, any
amendment materially increasing the maximum percentage payable under the
Plans must be approved by a majority of the outstanding voting securities
of the Class, as well as by a majority of the Plan Members.

TERMINATING THE PLANS

A majority of the Plan Members or a majority of the outstanding voting
securities of the Class may terminate the Plans at any time without
penalty. In addition, the Plans will terminate automatically upon their
assignment.

MISCELLANEOUS

So long as the Plans are in effect, the non-interested board members will
select and nominate the Plan Members of the Fund.

The Fund and UAMFDI intend to comply with the Conduct Rules of the National
Association of Securities Dealers relating to investment company sales
charges. with these rules.

Pursuant to the Plans, the board 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.

18
<PAGE>

ADDITIONAL NON-12B-1 SHAREHOLDER SERVICING ARRANGEMENTS

In addition to payments by the Fund under the Plans, UAM and any of its
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, the portfolio or any class of
shares of the portfolio. The person making such payments may do so out of
its revenues, its profits or any other source available to it. Such
services arrangements, when in effect, are made generally available to all
qualified service providers. The adviser may also compensate its affiliated
companies for referring investors to the portfolio.

BROKERAGE ALLOCATION AND OTHER PRACTICES

SELECTION OF BROKERS
- --------------------------------------------------------------------------------

The Advisory Agreement authorizes the adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities
for the portfolio. The Advisory Agreement also directs the adviser to use
its best efforts to obtain the best execution with respect to all
transactions for the portfolio. The adviser may select brokers based on
research, statistical and pricing services they provide to the adviser.
Information and research provided by a broker will be in addition to, and
not instead of, the services the adviser is required to perform under the
Advisory Agreement. In so doing, 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 practice of the Fund to allocate brokerage or effect
principal transactions with dealers based on sales of shares that a
broker-dealer firm makes. However, the Fund may place trades with qualified
broker-dealers who recommend the Fund or who act as agents in the purchase
of Fund shares for their clients.

SIMULTANEOUS TRANSACTIONS
- --------------------------------------------------------------------------------

The adviser makes investment decisions for the portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the
same security for more than one client. The adviser strives to allocate
such transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating
such transactions, the Fund's governing board periodically reviews the
various allocation methods used by the adviser, and the results of such
allocations.

BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------

EQUITY SECURITIES

DEBT SECURITIES

19
<PAGE>

CAPITAL STOCK AND OTHER SECURITIES

DESCRIPTION OF SHARES AND VOTING RIGHTS
- --------------------------------------------------------------------------------
The Fund's Articles of Incorporation, as amended, permit its governing
board to issue three billion shares of common stock, with a $.001 par
value. The governing board has the power to create and designate one or
more series (portfolios) or classes of shares of common stock and to
classify or reclassify any unissued shares at any time and without
shareholder approval. When issued and paid for, the shares of each series
and class of the Fund are fully paid and nonassessable, and have no
pre-emptive rights or preference as to conversion, exchange, dividends,
retirement or other features.

The shares of each series and class have non-cumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of members of the governing board can elect all of the members if
they choose to do so. On each matter submitted to a vote of the
shareholders, 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. Shares of all classes will vote
together as a single class except when otherwise required by law or as
determined by the members of the Fund's governing board.

If the Fund is liquidated, the shareholders of each portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio,
or in the case of a class, belonging to that portfolio and allocable to
that class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held
by them and recorded on the books of the Fund. The liquidation of any
portfolio or class thereof may be authorized at any time by vote of a
majority of the members of the governing board.

The governing board has authorized three classes of shares, Institutional,
Institutional Service and Adviser. The three classes represent interests in
the same assets of the portfolio and, except as discussed below, are
identical in all respects. Unlike Institutional and Adviser Class Shares,
Institutional 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 Adviser Class Shares impose a sales load on
purchases. The classes also have different exchange privileges. The net
income attributable to Institutional Service Class Shares and the dividends
payable on Institutional Service Class Shares will be reduced by the amount
of the shareholder servicing and distribution fees; accordingly, the net
asset value of the Institutional Service Class Shares will be reduced by
such amount to the extent the portfolio has undistributed net income.

The Fund will not hold annual meetings except when required to by the 1940
Act or other applicable law.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund tries to distribute substantially all of the net investment income
of the portfolio and net realized capital gains so as to avoid income taxes
on its dividends and distributions and the imposition of the federal excise
tax on undistributed income and capital gains. However, the Fund cannot
predict the time or amount of any such dividends or distributions.

Distributions by the portfolio reduce its net asset value ("NAV"). A
distribution that reduces the NAV of the portfolio below its cost basis is
taxable as described in the prospectus of the portfolio, although from an
investment standpoint, it is a return of capital. If you buy shares of the
portfolio on or before the "record date" -- the date that establishes which
shareholders will receive an upcoming distribution -- for a distribution,
you will receive some of the money you invested as a taxable distribution.

20
<PAGE>

PURCHASE REDEMPTION AND PRICING OF SHARES

PURCHASE OF SHARES
- --------------------------------------------------------------------------------

Service Agents may enter confirmed purchase orders on behalf of their
customers. If shares of the portfolio are purchased in this manner, the
Service Agent must receive your investment order before the close of
trading on the New York Stock Exchange (`NYSE') and transmit it to UAMSSC
before the close of its business day to receive that day's share price.
UAMSSC must receive proper payment for the order by the time the portfolio
is priced on the following business day. Service Agents are responsible to
their customers and the Fund for timely transmission of all subscription
and redemption requests, investment information, documentation and
money.

IN-KIND PURCHASES

If accepted by the Fund, shareholders may purchase shares of the portfolio
in exchange for securities that are eligible for acquisition by the
portfolio. Securities to be exchanged that 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 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 the 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).

BY MAIL

Requests to redeem shares must include:

. Share certificates, if issued.

21
<PAGE>

. Any required signature guarantees (see "SIGNATURE GUARANTEES").

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

BY TELEPHONE

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 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 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,
liability, cost or expense for following instructions received by telephone
that it reasonably believes to be genuine.

REDEMPTIONS-IN-KIND

SIGNATURE GUARANTEES

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institutions is available from the 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 that participates in a
signature guarantee program.

22
<PAGE>

OTHER REDEMPTION INFORMATION

The Fund may suspend redemption privileges or postpone the date of payment

. During any period that both the NYSE and custodian bank are closed, or
trading on the NYSE is restricted as determined by the Commission.

. 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.

. For such other periods as the Commission may permit.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios that
are qualified for sale in the shareholder's state of residence. Exchanges
are based on the respective net asset values of the shares involved. The
Institutional Class and Institutional Service Class Shares of UAM Funds do
not charge a sales commission or charge of any kind.

TRANSFER OF SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of the portfolio to another person by
making a written request to the Fund. Your request should clearly identify
the account and number of shares you wish to transfer. All registered
owners should sign the request 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 "Signature Guarantees." As in the case of redemptions,
the written request must be received in good order before any transfer can
be made.

VALUATION OF SHARES
- --------------------------------------------------------------------------------

The Fund does not price its shares on those days when the New York Stock
Exchange is closed, which are currently: New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day; Good Friday; Memorial Day; Independence
Day; Labor Day; Thanksgiving Day; and Christmas Day.

EQUITY SECURITIES

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 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.

DEBT SECURITIES

23
<PAGE>

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.

OTHER ASSETS
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 governing board.

PERFORMANCE CALCULATIONS

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

TOTAL RETURN
- --------------------------------------------------------------------------------

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).

For the periods ended October 31, 1998, the average annual total rates of
return of the Institutional and Service Classes of the portfolio are as
follows:

24
<PAGE>

<TABLE>
<CAPTION>
One Year Five Years Since Inception Inception Date
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
FMA Small Company Portfolio
Institutional Class Shares -2.10% 15.18% 15.83% 7/31/91
-----------------------------------------------------------------------------------------------------------------------------
Institutional Service Class
Shares -2.49% N/A 6.55% 8/1/97
</TABLE>

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

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 Institutional Service Class Shares bear additional
service and distribution expenses, their yield will generally be lower than
that of the Institutional Class Shares.

Yield is obtained using the following formula:

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

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

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 described in the SAI. This information may also be included in
sales literature and advertising.

To help investors better evaluate how an investment in the 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 that may be used.

In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in
the]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 the portfolio to calculate its performance. In
addition, there can be no assurance that the portfolio will continue this
performance as compared to such other averages.

TAXES

25
<PAGE>

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, as applicable.

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

EXPENSES

<TABLE>
<CAPTION>
Investment Investment
Advisory Fees Advisory Fees Administrator Sub-Administrator Brokerage
Paid Waived Fee (UAMFSI) Fee (CGFSC) Commissions
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
FMA Small Company Portfolio
1998 $965,234 $110,445 $62,840 $144,755 $355,571
------------------------------------------------------------------------------------------------------------------------------
1997 $142,036 $ 89,172 $ 1,233 $ 80,327 $ 90,657
------------------------------------------------------------------------------------------------------------------------------
1996 $ 59,775 $107,546 $ 4,869 75,889 $ 84,043

Distribution and Service Plan Expenses Paid During Fiscal Year Ended October
------------------------------------------------------------------------------------------------------------------------------
FMA Small Company Portfolio
Institutional Service Class $13,949
</TABLE>

FINANCIAL STATEMENTS

The financial statements for the portfolio for the fiscal year ended
October 31, 1998, the financial highlights for the respective periods
presented, and the report thereon by PricewaterhouseCoopers LLP, the Fund's
independent accountant, which appear in portfolio's 1998 Annual Report, are
incorporated by reference into this SAI. No other parts are incorporated by
reference herein. Copies of the 1998 Annual Report may be obtained free of
charge by telephoning the UAM Funds at the telephone number appearing on
the front page of this SAI.

26
<PAGE>

APPENDIX A: DESCRIPTION OF SECURITIES AND RATINGS

MOODY'S INVESTORS SERVICE, INC.
- --------------------------------------------------------------------------------
PREFERRED STOCK RATINGS

aa An issue which is rated "aa"is considered a high-grade
preferred stock. This rating indicates that there is a
reasonable assurance the earnings and asset protection will
remain relatively well maintained in the foreseeable
future.

baa An issue which is rated "baa"is considered to be a
medium-grade preferred stock, neither highly protected nor
poorly secured. Earnings and asset protection appear
adequate at present but may be questionable over any great
length of time.

ba An issue which is rated "ba"is considered to have
speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in
this class.

caa An issue which is rated "caa"is likely to be in arrears on
dividend payments. This rating designation does not purport
to indicate the future status of payments.

ca An issue which is rated "ca"is speculative in a high degree
and is likely to be in arrears on dividends with little
likelihood of eventual payments.

c This is the lowest rated class of preferred or preference
stock. Issues so rated can thus be regarded as having
extremely poor prospects of ever attaining any real
investment standing.

NOTE: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: 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.

DEBT RATINGS - TAXABLE DEBT & DEPOSITS GLOBALLY

A-1
<PAGE>

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 the 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.

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

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

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

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

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

NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of that generic rating category.

SHORT-TERM PRIME RATING SYSTEM - TAXABLE DEBT & DEPOSITS GLOBALLY

Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated
issuers:

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance
on debt and ample asset protection.

. Broad leading market positions in well-established
industries.

. margins in earnings coverage of fixed financial charges and
high internal cash generation.

A-2
<PAGE>

. Well-established access to a range of financial markets and
assured sources of alternate liquidity.

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligation.
The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability
may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATINGS SERVICES
- --------------------------------------------------------------------------------
PREFERRED STOCK RATINGS

AAA This is the highest rating that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely
strong capacity to pay the preferred stock obligations.

BB, B, CCC Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the
issuer's capacity to pay preferred stock obligations. BB
indicates the lowest degree of speculation and CCC the highest.
While such issues will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

CC The rating CC is reserved for a preferred stock issue that is in
arrears on dividends or sinking fund payments, but that is
currently paying.

C A preferred stock rated C is a nonpaying issue.

D A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.

A-3
<PAGE>

LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

Nature of and provisions of the obligation;

AAA An obligation rated AAA have the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely
strong.

AA An obligation rated AA differs from the highest-rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.

A An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher- rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection
parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a
weakened capacity of the obligator to meet its financial
commitment on the obligation.

Obligations rated BB, B, CCC , CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation
and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties
or major risk exposures to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment
than other speculative issues. However, it faces major
ongoing uncertainties or exposures to adverse business,
financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial
commitment on the obligation.

B An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the
capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or
willingness to meet its financial commitment on the
obligation.

CCC An obligation rated CCC is currently vulnerable to
non-payment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its
financial commitment on the obligations.

CC An obligation rated CC is currently highly vulnerable to
nonpayment.

C The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has
been taken, but payments on this obligation are being
continued.

A-4
<PAGE>

D An obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not
made on the date due even if the applicable grace period
has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on
an obligation are jeopardized.

PLUS (+) OR MINUS (-)The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

R This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligation linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk-such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

SHORT-TERM ISSUE CREDIT RATINGS

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's
capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than obligation in
higher rating categories. However, the obligor's capacity
to meet its financial commitment on the obligation is
satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate
protection parameters. However, adverse economic conditions
or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.

B A short-term obligation rated B is regarded as having
significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment
on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitment on the
obligation.

C A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation.

D A short-term obligation rated D is in payment default. The
D rating category is used when payments on an obligation
are not made on the date due even if the applicable grace
period has not expired, unless Standard & Poors'believes
that such payments will be made during such grace period.
The D rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.
<PAGE>

DUFF & PHELPS CREDIT RATING CO.
- --------------------------------------------------------------------------------
LONG-TERM DEBT AND PREFERRED STOCK

AAA Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

AA+/AA High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk
factors are more variable in periods of greater economic
stress.

BBB+/BBB Below-average protection factors but still considered
sufficient for prudent investment. Considerable variability
in risk during economic cycles.

BBB-

BB+/BB/BB- Below investment grade but deemed likely to meet
obligations when due. Present or prospective financial
protection factors fluctuate according to industry
conditions. Overall quality may move up or down frequently
within this category.

B+/B/B- Below investment grade and possessing risk that obligation
will not be net when due. Financial protection factors will
fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable
company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments. Issuer failed to meet
scheduled principal and/or interest payments.

DP Preferred stock with dividend arrearages.

SHORT-TERM DEBT

HIGH GRADE

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety
is just below risk-free U.S. Treasury short-term
obligations.

D-1 Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.

GOOD GRADE

D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

A-6
<PAGE>

Satisfactory Grade

D-3 Satisfactory liquidity and other protection factors
qualify issues as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless, timely
payment is expected.

Non-Investment Grade

D-4 Speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a
high degree of variation.

Default

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

FITCH IBCA RATINGS
- --------------------------------------------------------------------------------
International Long-Term Credit Ratings

Investment Grade

AAA Highest credit quality. `AAA'ratings denote the lowest
expectation of credit risk. They are assigned only in case
of exceptionally strong capacity for timely payment for
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.

AA Very high credit quality. `AA'ratings denote a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.

A High credit quality. `A'ratings denote a low expectation of
credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case
for higher ratings.

B Good credit quality. `BBB'ratings indicate that there is
currently a low expectation of credit risk. The capacity
for timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

Speculative Grade

BB Speculative. `BB'ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time; however,
business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in
this category are not investment grade.

B Highly speculative. `B'ratings indicate that significant
credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,CC,C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon
sustained, favorable business or economic developments. A
`CC'rating indicates that default of some kind appears
probable. `C'ratings signal imminent default.

A-7
<PAGE>

DDD,DD,D Default. Securities are not meeting current obligations
and are extremely speculative. `DDD'designates the highest
potential for recovery of amounts outstanding on any
securities involved. For U.S. corporates, for example,
`DD'indicates expected recovery of 50% - 90% of such
outstandings, and `D'the lowest recovery potential, i.e.
below 50%.

International Short-Term Credit Ratings

F1 Highest credit quality. Indicates the strongest capacity
for timely payment of financial commitments; may have an
added "+"to denote any exceptionally strong credit
feature.

F2 Good credit quality. A satisfactory capacity for timely
payment of financial commitments, but the margin of safety
is not as great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term
adverse changes could result in a reduction to
non-investment grade.

B Speculative. Minimal capacity for timely payment of
financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon a
sustained, favorable business and economic environment.

D Default. Denotes actual or imminent payment default.

Notes

"+"or "-"may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the `AAA'long-term rating
category, to categories below `CCC', or to short-term ratings other than
`F1'.

`NR'indicates that Fitch IBCA does not rate the issuer or issue in
question.

`Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

RatingAlert: Ratings are placed on RatingAlert to notify investors that
there is a reasonable probability of a rating change and the likely
direction of such change. These are designated as "Positive", indicating a
potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. RatingAlert is typically
resolved over a relatively short period.

A-8
<PAGE>

APPENDIX B - COMPARISONS

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.

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.

Donoghue's Money Fund Average -- is an average of all major money market
fund yields, published weekly for 7 and 30-day yields.

Dow Jones Industrial Average - a price-weighted average of thirty blue-chip
stocks that are generally the leaders in their industry and are listed on
the New York Stock Exchange. It has been a widely followed indicator of the
stock market since October 1, 1928.

Dow Jones Industrial Average -- an unmanaged price weighted average of 30
blue-chip stocks.

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.

Historical data supplied by the research departments of First Boston
Corporation, J.P. Morgan & Co, Inc., Salomon Smith Barney, Merrill Lynch &
Co., Inc., Lehman Brothers, Inc. and Bloomberg L.P.

IBC's Money Fund Average/All Taxable - an average of all major money market
fund yields, published weekly for 7 - and 30-day yields.

IFC Investable Index - an unmanaged index maintained by the International
Finance Corporation. This 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.

Lehman Aggregate Bond Index - an unmanaged fixed income market
value-weighted index that combines the Lehman Government/Corporate Index
and the Lehman Mortgage-Backed Securities Index, and includes treasury
issues, agency issues, corporate bond issues and mortgage backed
securities. It includes fixed rate issuers of investment grade (BBB) or
higher, with maturities of at least one year and outstanding par values of
at least $200 million for U.S. government issues and $25 million for
others.

Lehman Government Bond Index - an unmanaged treasury bond index including
all public obligations of the U.S. Treasury, excluding flower bonds and
foreign-targeted issues, and the Agency Bond Index (all publicly issued
debt of U.S. government agencies and quasi-federal corporation, and
corporate debt guaranteed by the U.S. government). In addition to the
aggregate index, sub-indices cover intermediate and long term issues.

B-1
<PAGE>

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.

Lehman High Yield Bond Index - an unmanaged index of fixed rate,
non-investment grade debt. All bonds included in the index are dollar
denominated, noncovertible, have at least one year remaining to maturity
and an outstanding par value of at least $100 million.

Lipper Balanced Fund Index - an unmanaged index of open-end equity funds
whose primary objective is to conserve principal by maintaining at all time
a balanced portfolio of both stocks and bonds. Typically, the stock/bond
ratio ranges around 60%/40%.

Lipper Equity Income Fund Index - an unmanaged index of equity funds which
seek relatively high current income and growth of income through investing
60% or more of the portfolio in equities.

Lipper Growth Fund Index - an unmanaged index composed of the 30 largest
funds by asset size in this investment objective.

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

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.

Russell 1000 Index - an unmanaged index composed of the 1000 largest stocks
in the Russell 3000 Index.

Russell 2000 Growth Index - contains those Russell 2000 securities with
higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Index -- an unmanaged index composed of the 2,000 smallest
stocks in the Russell 3000 Index.

B-2
<PAGE>

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.

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 dividend
yields and higher forecasted growth values than the value universe.

Russell 2500 Index - an unmanaged index composed of the 2,5000 smallest
stocks in the Russell 3000.

Russell 2500 Value Index - contains those Russell 2500 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 then the Growth universe.