UAM FUNDS TRUST, 497, 1996-05-14

UAM FUNDS TRUST
497, 1996-05-14

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UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED MAY 1, 1996 TO THE PROSPECTUS DATED APRIL 25, 1995
AS REVISED OCTOBER 31, 1995

FINANCIAL HIGHLIGHTS
(Unaudited)

The following table provides financial highlights for the BHM&S Total
Return Bond Portfolio (the "Portfolio") throughout the period presented and is
part of the Portfolio's unaudited financial statements for the period ended
March 31, 1996 which is included in the Portfolio's Statement of Additional
Information. The Statement of Additional Information and the financial
statements therein are available at no cost and can be requested by writing to
the address or calling the telephone number on the cover of the Prospectus. The
following should be read in conjunction with the financial statements including
the notes thereto.

November 1, 1995**
to March 31, 1996
(Unaudited)
- ------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD. . . . . . . . . . . $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+. . . . . . . . . . . . . . . . . . 0.23
Net Realized and Unrealized Gain (Loss)
on Investments . . . . . . . . . . . . . . . . . . . . (0.15)
- ------------------------------------------------------------------------
Total from Investment Operations . . . . . . . . . . . 0.08
- ------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income . . . . . . . . . . . . . . . . . . (0.08)
- ------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD. . . . . . . . . . . . . . $10.00
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
TOTAL RETURN++. . . . . . . . . . . . . . . . . . . . . . (1.58)%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands) . . . . . . . . . . $2,484
Ratio of Expenses to Average Net Assets . . . . . . . . . 0.55%*
Ratio of Net Investment Income to Average
Net Assets . . . . . . . . . . . . . . . . . . . . . . 5.40%*
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . 60%
- ------------------------------------------------------------------------
</TABLE>

* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and reimbursed expenses of $.15 per share
for the period ended March 31, 1996.
++ Total return would have been lower had the Adviser not waived and assumed
certain expenses during the period.
<PAGE>
UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
- --------------------------------------------------------------------------------

PROSPECTUS -- APRIL 25, 1995 AS REVISED OCTOBER 31, 1995

The BHM&S Total Return Bond Portfolio seeks to provide a maximum long term
total return consistent with reasonable risk to principal by investing in
investment grade fixed income securities of varying maturities. Income return is
expected to be a predominant portion of the Portfolio's total return. Any
capital return on the Portfolio is dependent upon, among other factors, interest
rate changes as well as the average maturity and duration of the Portfolio. The
Adviser believes that by investing in undervalued securities with above average
effective yields and capital appreciation potential, the Portfolio will generate
superior returns over the long term while minimizing volatility and, therefore,
downside risk. There can be no assurance that the Portfolio will achieve its
stated objective.

BHM&S Total Return Bond Portfolio is one of a series of investment
portfolios available through UAM Funds Trust (hereinafter defined as "UAM Funds"
or the "Fund"), an open-end investment company known as a mutual fund. Each of
the Portfolios that make up the Fund have different investment objectives and
policies. In addition, several of the Fund's Portfolios offer two separate
classes of shares, Institutional Class Shares and Institutional Service Class
Shares ("Service Class Shares"). Shares of each class represent equal, pro rata
interests in a Portfolio and accrue dividends in the same manner except that the
Service Class Shares bear fees payable by the class (at the maximum rate of .25%
per annum) to financial institutions for services they provide to the owners of
such shares. The BHM&S Total Return Bond Portfolio currently offers two classes
of shares. The securities offered in this Prospectus are Institutional Class
Shares of the BHM&S Total Return Bond Portfolio.

Please keep this Prospectus for future reference since it contains
information that you should understand before you invest. You may also wish to
review the BHM&S Total Return Bond Portfolio's "Statement of Additional
Information" dated April 25, 1995, as revised October 31, 1995, which was filed
with the Securities and Exchange Commission and has been incorporated by
reference into this Prospectus. (It is legally considered to be a part of this
Prospectus.) Please call or write UAM Funds at the above address to obtain a
free copy of this Statement.

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fees and Expenses........................................... 1

Summary: About the Portfolio................................ 2

Risk Factors................................................ 2

Performance Calculations.................................... 3

Details on Investment Policies.............................. 3

Buying, Selling and Exchanging Shares....................... 8

How Share Prices are Determined............................. 12

Dividends, Capital Gains Distributions and Taxes............ 12

Fund Management and Administration.......................... 13

General Fund Information.................................... 15

UAM Funds -- Institutional Class Shares..................... 16
</TABLE>
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
BHM&S Total Return Bond Portfolio ("the Portfolio") including:

SHAREHOLDER TRANSACTION EXPENSES: These are the costs entailed in buying,
selling or exchanging shares of the Portfolio. The Portfolio does not charge
investors for shareholder transaction expenses. However, transaction fees may be
charged if you are a customer of a broker-dealer or other financial intermediary
who has established a shareholder servicing relationship with the Fund on behalf
of their customers. Please see "Buying, Selling and Exchanging Shares" for
further information.

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES: These expenses, which cover the
cost of administration, marketing and shareholder communication, and are usually
quoted as a percentage of net assets, are factored into the Portfolio's share
price and not billed directly to shareholders. They include:

<TABLE>
<CAPTION>
INSTITUTIONAL CLASS SHARES SERVICE CLASS SHARES
-------------------------- --------------------
<S> <C> <C>
Investment Advisory Fees:................................... 0.35% 0.35%
Administrative Fees:........................................ 0.13% 0.13%
12b-1 Fees (Including Shareholder Servicing Fees):.......... NONE 0.25%
Other Expenses:............................................. 0.22% 0.22%
Advisory Fees Waived........................................ (0.15)% (0.15)%
----- -----
Total Operating Expenses:................................... 0.55%* 0.80%**
----- -----
----- -----
</TABLE>

- ------------------------
*Barrow, Hanley, Mewhinney & Strauss, Inc., the Adviser, has voluntarily agreed
to waive a portion of its advisory fees and to assume as the Adviser's own
expense certain operating expenses otherwise payable by the Portfolio, if
necessary, in order to keep the Portfolio's Institutional Class Shares total
operating expenses (excluding interest, taxes and extraordinary expenses) from
exceeding 0.55% of its average daily net assets through December 31, 1997. It
is estimated that without the Adviser's fee waiver the total annual operating
expenses of the Portfolio's Institutional Class Shares would be 0.70% of its
average daily net assets.

**The Adviser has also voluntarily agreed to waive a portion of its advisory
fees and to assume as the Adviser's own expense certain operating expenses
otherwise payable by the Portfolio, if necessary, in order to keep the
Portfolio's Service Class Shares' total annual operating expenses from
exceeding 0.80% of its average daily net assets through December 31, 1997. It
is estimated that without the Adviser's fee waiver the total annual operating
expenses of the Portfolio's Institutional Service Class Shares would be 0.95%
of its average daily net assets.

The fees and expenses set forth above are estimated amounts for the
Portfolio's first year of operations assuming average daily net assets of $25
million.

The Adviser will not be reimbursed by the Fund for any advisory fees which
are waived or expenses which the Adviser may bear on behalf of the Portfolio.

Investors can get a better idea of how the Portfolio's operating expenses
will affect their own investments by examining the following chart. The chart
shows how much a hypothetical investor would pay in expenses, assuming that he
or she made an initial investment of $1,000, earned a 5% annual rate of return
and redeemed his or her investment at the end of the time period indicated.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Institutional Class Shares........................ $6 $18
Service Class Shares.............................. $8 $26
</TABLE>

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

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SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks to provide a maximum long term total return consistent
with reasonable risk to principal by investing in investment grade fixed income
securities of varying maturities. Income return is expected to be a predominant
portion of the Portfolio's total return. Any capital return on the Portfolio is
dependent upon, among others factors, interest rate changes as well as the
average maturity and duration of the Portfolio.

The Adviser believes that by investing in undervalued securities with above
average effective yields and capital appreciation potential, the Portfolio will
generate superior returns over the long term, while minimizing volatility and
therefore downside risk.

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

HOW IS THE PORTFOLIO MANAGED?

Barrow, Hanley, Mewhinney & Strauss, Inc. ("the Adviser") seeks to reduce
the risk that is inherent in the fast-changing bond market while adding to the
return available from a bond market index. (See "Details on Investment
Policies.")

WHO MANAGES THE PORTFOLIO?

The Adviser is a registered investment adviser specializing in the active
management of stock, bond and balanced portfolios for institutional, tax-exempt
clients. Founded in 1979, the firm is a wholly-owned subsidiary of United Asset
Management Corporation. The Adviser currently has $15 billion in assets under
management. (See "Fund Management and Administration.")

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek high current income from
their investments and who wish to have moderate exposure to principal
fluctuation. (See "Retirement Plans.")

HOW TO INVEST

The Fund offers shares of beneficial interest of the Portfolio through UAM
Fund Distributors, Inc. to investors without a sales commission at net asset
value next determined after the purchase order is received in proper form. Share
purchases may be made by sending investments directly to the Fund. The minimum
initial investment for the Portfolio is $1,000,000; the minimum for subsequent
investments is $1,000. The officers of the Fund may make certain exceptions to
the minimum investment amounts. (See "Buying, Selling and Exchanging Shares.")

DIVIDENDS AND DISTRIBUTIONS

The Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends. Any realized net capital
gains will also be distributed annually. Distributions will be reinvested in the
Portfolio's shares automatically unless an investor elects to receive cash
distributions. (See "Dividends, Capital Gains Distributions and Taxes.")

HOW TO REDEEM

Shares of the Portfolio may be redeemed on any business day when the New
York Stock Exchange ("NYSE") is open, without cost, at the net asset value of
the Portfolio next determined after receipt of the redemption request. The
Portfolio's share price will fluctuate with market and economic conditions.
Therefore, your investment may be worth more or less when redeemed than when
purchased. (See "Buying, Selling and Exchanging Shares.")

RISK FACTORS

Investing in the Portfolio entails a number of risks. As with any bond
investment, shares of the Portfolio will rise in value when interest rates fall
and vice versa. In addition, you should consider the following factors that
could effect the Portfolio's rate of return:

-The fixed income securities held by the Portfolio will be affected by
general changes in interest rates resulting in increases or decreases in
the value of the securities. The value of fixed income securities can be
expected to vary inversely to the changes in prevailing interest rates,
i.e., as interest rates decline, the market value of fixed income
securities tends to increase and vice versa.

2
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-The Portfolio may purchase securities on a when-issued basis which do not
earn interest until issued and may decline or appreciate in market value
prior to their delivery to the Portfolio.

-The Portfolio will invest in investment grade debt securities, but reserves
the right to hold securities that have been downgraded. Adverse economic
and corporate changes and changes in interest rates may have a greater
impact on issuers of lower rated debt securities which the Portfolio may
hold, which may lead to greater price volatility. Also, lower rated
securities may be more difficult to value accurately or sell in the
secondary market.

-The Portfolio may invest in repurchase agreements which entail a risk of
loss should the seller default on its transaction.

-The Portfolio may lend its investment securities which entails a risk of
loss should a borrower fail financially.

Further information about these risk factors is contained in the "Details on
Investment Policies" section of this Prospectus.

PERFORMANCE CALCULATIONS

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

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

Total return is the change in value of an investment in the Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. 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. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results.

Performance will be 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 fee and any incremental transfer
agency costs relating to Service Class Shares will be borne exclusively by that
class. The Fund will include performance data for both Institutional Class and
Service Class Shares of the Portfolio in any advertisement or information
including performance data of the Portfolio.

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's Statement of Additional Information.

Since this is a new Portfolio, we can offer no information about past
portfolio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the
Portfolio's Annual Report to Shareholders, which may be obtained without charge.

Write to "UAM Funds" at the address on the front cover of this Prospectus or
call 1-800-638-7983 to obtain your free copy of the Annual Report to
Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

The Portfolio seeks to achieve its objective by investing at least 90% of
its total assets in a diversified portfolio of the following dollar-denominated
investment grade issues of varying maturities: U.S. Treasuries and Agencies;
zero coupon obligations; mortgage-backed securities; asset-backed securities;
corporate bonds; municipal bonds; and domestic, Yankeedollar and Eurodollar
bonds. These issues may have fixed, variable or floating rates of interest.
Therefore, 10% or less of the Portfolio's assets will be invested in various
short-term investments. Please

3
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see "Short-Term Investments" for a list of the short-term instruments in which
the Portfolio may invest. As a matter of policy, the Adviser does not intend to
invest in or utilize futures, options or other complex derivative instruments or
securities.

The Adviser expects to actively manage the Portfolio in order to meet the
investment objective. To produce favorable returns, the Adviser will invest in
securities that it believes to be undervalued, generating an effective yield
advantage versus the market. To control the volatility of returns, the Portfolio
will exhibit a high current yield, a high quality and a conservative maturity
structure.

The Adviser's decision process will focus on security selection, sector
concentration and yield curve positioning. The Adviser will not engage in
economic forecasts in an attempt to "time the market" since it believes that
there are too many economic and political variables on a domestic and
international basis to do so successfully on a consistent basis. Therefore, the
Portfolio will maintain a conservative maturity structure, with securities being
diversified along the yield curve. The Portfolio's average weighted maturity
will generally be ten years or less, with the average weighted duration
comparable to that of the Salomon Brothers' Broad Investment Grade Index which
is approximately five years. Duration compares interest rate risk between
securities with different coupons and different maturities, summarizing in a
single number the price sensitivity of a bond--how a bond's maturity and coupon
rate affect its exposure to interest rate risk. Duration involves the
application of several principles: as the maturity of a bond increases, duration
increases; as the coupon of a bond increases, duration decreases; generally, the
lower the coupon payment, the higher the duration; and duration decreases as the
frequency of the coupon payment increases.

The Adviser's security selection process begins by analyzing a bond's yield
to maturity premium (or spread) versus the most recently issued U.S. Treasury of
similar maturity. Having identified bonds with an above-average premium, the
Adviser will then evaluate those factors that will influence the bond's future
premium (i.e., credit quality, security structure, supply/demand relationships,
etc.). The objective of this process is to identify those issues whose yield
premium will compress or narrow over a wide range of potential interest rate
change, supporting superior long term performance. Furthermore, the Adviser will
concentrate the Portfolio's holdings in industry sectors and maturity ranges
that it believes are undervalued while seeking a prudent level of
diversification.

The investment grade bonds in which the Portfolio will invest are those
having one of the four highest rating categories at the time of purchase (i.e.
Aaa, Aa, A or Baa by Moody's Investors Service, Inc. ("Moody's) or AAA, AA, A or
BBB by Standard & Poor's Corporation ("S&P")). Bonds rated Baa or BBB have
speculative characteristics and may be more sensitive to changes in the economy
and the financial condition of issuers than higher rated bonds. The Adviser also
reserves the right to retain securities which are downgraded by one or both of
the rating agencies if, in the Adviser's judgment, retention of the securities
is warranted. Please refer to the Portfolio's Statement of Additional
Information for a more detailed description of bond ratings.

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are collateralized by pools of mortgages
assembled for subsequent sale to investors by various governmental agencies and
sponsored organizations as well as by private issuers. The underlying assets
collateralizing the mortgage-backed securities may include single-family,
multifamily and commercial properties. The two fundamental forms of
mortgage-backed securities are pass-throughs and collateralized mortgage
obligations ("CMOs"). Pass-throughs produce monthly payments of principal and
interest from the underlying mortgages. CMOs divide the cash flows generated
from the underlying mortgages or mortgage pass-through securities into different
segments known as "tranches" which are then retired sequentially over time in
order of priority. The market value and yield of mortgage-backed securities will
fluctuate due to market interest rate change and early prepayments of the
underlying mortgages. As prepayment rates on mortgages vary widely, it is
difficult to accurately predict the average maturity of a particular pool of
mortgages or tranches of CMOs. Although mortgage-backed securities may offer
higher yields than those available from other types of securities,
mortgage-backed securities may be less effective than other types of securities
as a means of "locking in" an attractive rate for an extended period because of
the prepayment feature. The majority of the mortgage-backed securities held by
the Portfolio will carry a guarantee from an agency of the U.S. Government of
the eventual payment of principal and interest.

ASSET-BACKED SECURITIES

Asset-backed securities are collateralized by short maturity loans such as
automobile receivables, credit card receivables, other types of receivables or
assets. Credit support for asset-backed securities may be based on the

4
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underlying assets and/or provided through credit enhancements by a third party.
Credit enhancement techniques include letters of credit, insurance bonds,
limited guarantees (which are generally provided by the issuer), senior-
subordinated structures and over-collateralization.

YANKEEDOLLAR AND EURODOLLAR SECURITIES

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

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

Occasionally, the Portfolio will invest in securities whose terms and
characteristics are already known but which have not yet been issued. These are
called "when-issued" or "forward delivery" securities. Usually these securities
are purchased within a month of their issue date. "Delayed settlements" occur
when the Portfolio agrees to buy or sell securities at some time in the future,
making no payment until the transaction is actually completed.

The Portfolio will maintain a separate account of cash, U.S. Government
securities or other high-grade debt obligations at least equal to the value of
the purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery of
the securities is made although the Portfolio may earn income on securities it
has deposited in a segregated account.

The Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objective at attractive prices, not to increase its
investment leverage. Securities purchased on a when-issued basis may decline or
appreciate in market value prior to their actual delivery to the Portfolio.

MUNICIPAL OBLIGATIONS

Municipal obligations include notes, bonds and other securities issued by or
on behalf of states, territories and possessions of the U.S. and the District of
Columbia and their political subdivisions, agencies and instrumentalities. The
interest on such municipal obligations will normally be exempt from federal
income tax. These bonds may be general obligation bonds secured by the issuer's
pledge of its full faith, credit and taxing power for the payment of principal
and interest, or they may be revenue bonds payable from specific revenue
sources, but not generally backed by the issuers taxing power. These obligations
may include private activity bonds where payment is the responsibility of the
private industrial user of the facility financed by the bonds. Municipal notes
are issued to meet short-term funding requirements of the issuer and include
construction loan notes, short-term discount notes, tax-exempt commercial paper,
demand notes and similar instruments. Municipal bonds will be rated investment
grade by Moody's and S&P, as described above. Investment grade municipal notes
will be rated MIG1, MIG2 or MIG3 by Moody's, or SP-1 or SP-2 by S&P or, if
unrated, determined by the Adviser to be of comparable quality. Please refer to
the Portfolio's Statement of Additional Information for a detailed description
of municipal note ratings.

ZERO COUPON SECURITIES

A portion of the Portfolio may be invested in zero coupon securities which
are fixed income securities that do not make regular interest payments. Instead,
zero coupon securities are sold at substantial discounts from their face value.
The difference between a zero coupon security's issue or purchase price and its
face value represents the imputed interest an investor will earn if the
obligation is held until maturity. Zero coupon securities may offer the
Portfolio the opportunity to earn higher yields than those available on ordinary
interest paying obligations of similar credit quality and maturity. However, the
prices of zero coupon securities may also exhibit greater price volatility than
ordinary fixed income securities because of the manner in which their principal
and interest are returned to the investor.

RESTRICTED AND ILLIQUID 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 of Trustees, the Adviser determines the
liquidity of such investments by

5
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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. Certain restrictions applicable to the Portfolio limit its
investment in securities that are illiquid by virtue of the absence of a readily
available market or because of legal or contractual restrictions on resale to no
more than 15% of the Portfolio's net assets. However, the Portfolio does not
intend to invest in private placements or other illiquid securities. The prices
realized from the sales of these securities could be less than those originally
paid by the Portfolio or less than what may be considered the fair value of such
securities.

OTHER INVESTMENT POLICIES

The Portfolio may also invest in the following securities and investment
techniques:

SHORT-TERM INVESTMENTS

Under normal circumstances, the Portfolio may invest 10% or less of its
assets in short-term investments in order to earn a return on uninvested assets
or to meet anticipated redemptions. The short-term investments in which the
Portfolio will invest are domestic money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S. Government
obligations, U.S. Government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2
by Moody's or, if unrated, determined by the Adviser to be of comparable
quality. Please refer to the Portfolio's Statement of Additional Information for
a detailed description of commercial paper ratings.

REPURCHASE AGREEMENTS

The Portfolio may invest up to 10% of its assets in repurchase agreements
collateralized by U.S. Government securities, certificates of deposit, bankers
acceptances and other short-term securities as outlined above under "Short-Term
Investments". In a repurchase agreement, the Portfolio purchases a security and,
at the same time, arranges to sell it back to the original seller on a
predetermined date. The repurchase agreement states the price that the seller
will pay for the security plus the interest rate that the purchaser will receive
while holding it. In effect, the Portfolio is lending its funds to the seller at
an agreed upon interest rate and receiving a security as collateral for the
loan. Repurchase agreements can range from overnight to a fixed term. They are a
common way to earn interest on short-term funds.

The seller under a repurchase agreement will be required to maintain the
value of the securities subject to the agreement at not less than (1) the
repurchase price if such securities mature in one year or less, or (2) 101% of
the repurchase price if such securities mature in more than one year. The
Administrator and the Adviser will mark to market daily the value of the
securities purchased, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence.

There are some risks involved in repurchase agreements. If the seller
defaults on its agreement to buy back the securities and the value of those
securities falls, the Portfolio may incur losses in selling these securities on
the open market. Also, if the seller enters bankruptcy, the bankruptcy court may
decide that the securities are collateral not within the control of the
Portfolio and therefore are subject to sale by the trustee in the bankruptcy.
Finally, it is possible that the Portfolio may not be able to prove its
ownership of the underlying securities. The Adviser believes that these risks
can be controlled by carefully reviewing the securities involved in a repurchase
agreement as well as the credit rating of the other party in the transaction.

LENDING OF PORTFOLIO SECURITIES

The Portfolio may lend its investment securities to qualified institutional
investors who need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. The Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value would be committed to loans. By lending its investment
securities, the Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the securities
loaned that might occur during the term of the loan would be for the account of
the Portfolio. The Portfolio may lend its investment securities to qualified
brokers, dealers, domestic and foreign banks or other financial institutions, so
long as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended, (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U.S. Government having a value at all
times not less than 100% of the value of the securities loaned, (b) the borrower
add to such collateral whenever the price of the securities loaned rises (i.e.,
the borrower "marks to the

6
<PAGE>
market" on a daily basis), (c) the loan be made subject to termination by the
Portfolio at any time, and (d) the Portfolio receives reasonable interest on the
loan (which may include the Portfolio investing any cash collateral in interest
bearing short-term investments). All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Fund's Board of Trustees.

At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and approved
by the investment company's Board of Trustees. In addition, voting rights may
pass with the loaned securities, but if a material event occurs affecting an
investment on a loan, the loan must be called and the securities voted.

PORTFOLIO TURNOVER

This Portfolio is managed for long-term appreciation rather than short-term
trading profits. As a result, the Adviser seeks to keep portfolio turnover as
low as possible depending on market conditions and generally below 150%. (A
turnover rate of 100% would mean that all securities in the Portfolio would be
replaced within a one-year period.) Occasionally, when the market shifts
suddenly or when the prospects for individual bonds change quickly, the Adviser
may find it necessary to sell securities which have not been in the Portfolio
for very long. High rates of portfolio turnover necessarily result in heavier
brokerage and portfolio trading costs which is paid by the Portfolio. Higher
rates of turnover may result in the realization of capital gains. To the extent
net short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes. The
Portfolio will not normally engage in short-term trading, but it reserves the
right to do so.

INVESTMENT LIMITATIONS

To help reduce the Portfolio's exposure to risk in specific situations, it
has adopted certain limitations associated with its investments and investment
practices. These policies and limitations are considered at the time of
purchase. The sale of instruments is not required in the event of a subsequent
change in circumstances.

The Portfolio's limitations are as follows:

(a) With respect to 75% of its assets, the Portfolio may not own more than
5% of the securities of any single issuer (other than investments issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities);

(b) With respect to 75% of its assets, the Portfolio may not own more than
10% of the outstanding voting securities of any one issuer;

(c) The Portfolio may not invest more than 5% of its assets in securities of
issuers (other than securities issued or guaranteed by the U.S. or
foreign governments or their political subdivisions) that have (with
predecessors) less than 3 years of continuous operation;

(d) The Portfolio may not 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;

(e) The Portfolio may not 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 or other financial institutions as long as the loans
are made in compliance with the 1940 Act and the rules, regulations and
interpretations of the Commission;

(f) The Portfolio may not borrow except from banks in extraordinary
circumstances for temporary or emergency purposes. In this situation,
the Portfolio may not (1) borrow more than 33 1/3% of its gross assets
and (2) cannot buy additional securities if it borrows more than 5% of
its total assets; and

(g) Pledge, mortgage or hypothecate more than 33 1/3% of its total assets at
fair market value.

The Portfolio's investment objective and investment limitations (a), (b),
(d), (e) and (f)(1) listed above are fundamental policies and may be changed
only with the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. The other investment limitations described here and
those not specified as fundamental in the Statement of Additional Information as
well as the Portfolio's investment policies are not fundamental, and the Fund's
Board of Trustees may change them without shareholder approval.

7
<PAGE>
PORTFOLIO TRANSACTIONS

The Portfolio's Investment Advisory Agreement authorizes the Adviser to
select the brokers or dealers that will execute the purchases and sales of
investment securities for the Portfolio. The Agreement directs the Adviser to
use its best efforts to obtain the best available price and most favorable
execution for all the Portfolio's transactions.

It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of shares which may be made
through broker-dealer firms. However, the Adviser may place Portfolio orders
with qualified broker-dealers who recommend the Portfolio or who act as agents
in the purchase of shares of the Portfolio for their clients.

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

BUYING, SELLING AND EXCHANGING SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor") to investors at net asset value without a sales commission. The
minimum initial investment is $1,000,000, with certain exceptions determined
from time to time by the officers of the Fund. The minimum for subsequent
investments is $1,000.

Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Organizations") which have established
shareholder servicing relationships with the Fund on behalf of their customers.
Those Service Organizations may impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares. Each
Service Organization is responsible for transmitting to its customers a schedule
of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions. Shareholders who are customers
of Service Organizations should consult their Service Organization for
information regarding these fees and conditions. Some Service Organizations may
receive compensation from the Fund, the Fund's Distributor, the Adviser, or any
of the Adviser's affiliates. A salesperson and any other person entitled to
receive compensation for selling or servicing Portfolio shares may receive
different compensation with respect to one particular class of shares over
another in the Fund.

Service Organizations may enter confirmed purchases on behalf of their
customers. If you buy shares of the Portfolio in this manner, the Service
Organization must receive your investment order before the close of trading on
the NYSE, generally 4:00 p.m. (Eastern Time) and transmit it to the Fund's
Transfer Agent (prior to the close of the Transfer Agent's business day) and the
Distributor to receive that day's share price with proper payment to the Fund to
follow. Proper payment for the order must be received by the Transfer Agent no
later than the time when the Portfolio is priced on the following business day.
Service Organizations are responsible to their customers, the Fund and the
Fund's Distributor for timely transmission of all subscription and redemption
requests, investment information, documentation and money

HOW TO BUY SHARES BY MAIL

If you have not invested in this Portfolio before, you will have to fill out
an Account Registration Form, which can be obtained by calling the Fund at
1-800-638-7983. Once you have filled out the information on the form, separate
the two copies and sign both. We require an original signature on both copies.
Mail the original copy. together with a check payable to UAM Funds Trust, to:

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

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<PAGE>
Mail the other copy, without the check, to:

UAM Fund Distributors, Inc.
One International Place, 44th Floor
100 Oliver Street
Boston, MA 02110

To make additional investments to an account you have already established,
simply mail your check to UAM Funds Service Center at the address above. Make
sure that your account number, account name, and the name of the Portfolio are
clearly indicated on the check so that we can properly credit your account.

For both initial and additional investments, your funds will be credited to
your account at the next share price calculated for the Portfolio after receipt.
Investments received by 4 p.m. will be invested at the share price calculated
after the market closes on the same day. (For example, if your check arrives on
Tuesday morning, you will purchase shares at the price calculated after the
market close on Tuesday.)

HOW TO BUY SHARES BY WIRE

To make an initial investment by wire, you must first telephone the Fund at
1-800-638-7983. A representative will then ask you to provide the account number
from which you plan to wire the funds, the bank or financial institution, its
address, phone number and your social security or taxpayer identification
number. You will then tell the representative which Portfolio you wish to invest
in and how much you want to invest. The representative will then provide you
with an account number. Please write it down and keep it for your records.

Once you have an account number, call your bank and instruct them to wire a
specified amount to the Fund's custodian, Morgan Guaranty Trust Company of New
York ("Custodian Bank"). You will be asked to provide the following information:

Morgan Guaranty Trust Company of New York
New York, NY 10015
ABA# 0210-0023-8
DDA Acct. #001-73-353
F/B/O UAM Funds Trust
Ref: BHM&S Total Return Bond Portfolio (Institutional Class Shares)
Your account number: ____________________________
Your account name: ____________________________

After you have instructed the bank to wire the money, you must forward a
completed Account Registration Form to the UAM Funds Service Center as soon as
possible. You can obtain forms by calling the UAM Funds Service Center at
1-800-638-7983. Federal Funds purchases will be accepted only on days when the
NYSE and the Custodian Bank are open for business.

Once you have made the initial purchase, you may buy additional shares by
wire at any time by following the instructions above. On all wired purchases,
funds will be invested at the share price calculated after the next market
close.

OTHER PURCHASE INFORMATION

Non-securities dealer Service Organizations may receive transaction fees
that are the same as distribution fees paid to dealers.

The Fund reserves the right, in its sole discretion, to suspend the offering
of shares or reject purchase orders of the Portfolio when, in the judgement of
management, such suspension or rejection is in the best interests of the Fund.

Purchases of shares will be made in full and fractional shares calculated to
three decimal places. In the interest of economy and convenience, certificates
for shares will not be issued except at the written request of the shareholder.
Certificates for fractional shares, however, will not be issued.

IN-KIND PURCHASES

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<PAGE>
according to the process described in "How Share Prices are Determined" at the
same time the Portfolio's shares are valued. Once a value has been determined
for both, an exchange will be made. All dividends, interest, subscription, or
other rights pertaining to these securities become the Fund's property; if you
receive any such items, you must deliver them to the Fund immediately.
Securities acquired by the Portfolio through an in-kind purchase will be
acquired for investment and not for resale.

The Fund will not accept securities for exchange unless they meet the
following criteria:

-The securities are eligible to be included in the Portfolio and
market quotes can readily be obtained for them.

-The investor assures the Fund that the securities are not subject
to any restrictions under the Securities Act of 1933 or any other
law or regulation.

-The value of the securities exchanged does not increase the
Portfolio's position in any specific issuer's security to more
than 5% of the Portfolio's total net assets.

For tax purposes, the IRS generally treats any exchange of securities for
Portfolio shares as a sale of the securities. This means that if you exchange
securities which have appreciated in value since you bought them, you will
realize capital gains and incur a tax liability. If you are interested in such
an exchange, we suggest you discuss any potential tax liability with your tax
adviser before proceeding.

RETIREMENT PLANS

The Portfolio is also suitable for individual tax-deferred retirement plans
including 401(k) Defined Contribution Plans and IRA Contributions or Rollovers.

HOW TO SELL SHARES

You may sell shares by telephone or mail at any time, free of charge. Your
shares will be valued at the next price calculated after we receive your
instructions to sell.

Your request should be addressed to:

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

BY MAIL

To redeem by mail, you should include the following:

-your share certificates, if we have issued them to you;

-a letter which tells us how many shares you wish to redeem or,
alternatively, what dollar amount you wish to receive;

-a signature guaranteed by your bank, broker or other financial
institution (see "Signature Guarantees" below); and

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

If you are not sure which documents to send, please contact the UAM Funds
Service Center at 1-800-638-7983.

BY TELEPHONE

To redeem shares by telephone, you must have completed an Account
Registration Form and returned it to the Fund. Once this form is on file, simply
call the Fund and request the redemption amount to be mailed to you or wired to
your bank. The Fund and the Fund's Transfer Agent will employ reasonable
precautions to make sure that the instructions communicated by telephone are
genuine. You will be asked to provide certain personal identification when you
open an account, and again, when you request a telephone redemption. In
addition, all telephone transaction requests will be recorded, and investors may
be required to provide additional telecopied written instructions of such
transaction requests. Neither the Fund nor the Transfer Agent will be
responsible for any loss, additional cost or expense for following instructions
received by telephone that it reasonably believes are genuine. To change the
name of the commercial bank or the account designated to receive redemption
proceeds, a written

10
<PAGE>
request must be sent to the Fund at the address on the cover of this Prospectus.
Requests to change the bank or account must be signed by each shareholder, and
each signature must be guaranteed. You cannot redeem shares by telephone if you
hold stock certificates for these shares. Please contact one of the Fund's
representatives at 1-800-638-7983 for further details.

SIGNATURE GUARANTEES

To protect your account, the Fund and the Fund's Transfer Agent from fraud,
signature guarantees are required for certain redemptions. Signature guarantees
are used to verify that the person who authorizes a redemption is, in fact, the
registered shareholder. They are required whenever you:

-redeem shares and request that the proceeds be sent to someone
other than the registered shareholder(s) or to an address which
is not the registered address; or

-transfer shares from one Portfolio to another.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. (The UAM
Funds Service Center can provide you with a full definition of the term.) You
can obtain a signature guarantee at almost any bank as well as through most
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be a member of a clearing
corporation or maintain net capital of at least $100,000. Credit unions must be
authorized to issue signature guarantees. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a signature
guarantee program. A notary public can not provide a signature guarantee.

The signature guarantee must appear either:

-on the written request for redemption; or

-on a separate instrument for assignment (a "stock power") which
should specify the total number of shares to be redeemed; or

-on all stock certificates tendered for redemption, and, if shares
held by the Fund are also being redeemed, then on the letter or
stock power.

FURTHER INFORMATION ON SELLING SHARES

Normally, the Fund will make payment for all shares sold under this
procedure within one business day after we receive a request. In no event will
payment be made more than seven days after receipt of a redemption (sale)
request in good order. The Fund may suspend the right of redemption or postpone
the date at times when both the NYSE and Custodian Bank are closed or under any
emergency circumstances as determined by the Commission.

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

HOW TO EXCHANGE SHARES

You may exchange Institutional Class Shares of the Portfolio for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds, Inc. (See the list of Portfolios of the UAM
Funds -- Institutional Class Shares at the end of this Prospectus.) When you
exchange shares you sell your old shares and buy new ones, both at the price
calculated after the next market close. There is no sales charge for exchanges.
Exchange requests may be made by phone or letter. Telephone exchanges may be
made only if the Fund holds all share certificates and if the registration of
the two accounts is identical. Telephone exchanges received before 4 p.m.
Eastern Time will be processed at the share price set after the market close the
same day. Exchanges received after 4 p.m. Eastern Time will be executed at the
share price determined at the market close on the following day. For additional
information regarding responsibility for the authenticity of telephoned
transaction instructions, see "How to Sell Shares -- By Telephone" above. The
exchange privilege is only available with respect to Portfolios that are
registered for sale in a shareholder's state of residence.

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<PAGE>
Neither the Fund nor the Fund's Transfer Agent will take responsibility for
ensuring it is indeed the shareholder issuing the exchange orders; however, we
may use some of the precautions described above for selling shares. The Fund may
also limit both the frequency and the amount of exchanges permitted if it is in
the interest of the Fund's shareholders.

Please review a Portfolio's investment objectives before shifting money into
it. Make sure its objectives and strategies fit with your long-term goals.
Before exchanging into a Portfolio, read its Prospectus. You may obtain one for
the Portfolio(s) you are interested in by calling the UAM Funds Service Center
at 1-800-638-7983. Remember, every time you exchange shares of one Portfolio for
another, your transaction is counted as a sale of the first security and a
purchase of the second. As a result, you may incur a tax liability by exchanging
shares if your investment has appreciated since you bought it. Consult your tax
adviser to determine your liability for capital gains taxes.

HOW SHARE PRICES ARE DETERMINED

The value of each share is determined by adding up the total market value of
all the securities in the Portfolio plus cash and other assets, deducting
liabilities, then dividing by the total number of shares outstanding of the
class. Net asset value includes interest on bonds and other fixed income
securities which is accrued daily. Bonds and other fixed income securities are
valued according to the broadest and most representative market which will
ordinarily be the over-the-counter market. In addition, bonds and other fixed
income securities may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the fair market value of such
securities.

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

Bonds generate income in the form of periodic interest payments. The
Portfolio will normally distribute substantially all of its net investment
income from these payments to shareholders in the form of quarterly dividends.
This means that the amount of income net of expenses each share has earned over
the past quarter will be determined and subtracted from the total share value.
The net income is then either distributed to you in cash or reinvested in
Portfolio shares at the new after-dividend price, depending on your instructions
to the Portfolio. Unless you specifically tell us to distribute dividend income
in cash, however, we will assume you want this income reinvested. By law, you
must pay taxes on any dividend or interest income you receive on your
investments whether distributed in cash or reinvested in shares. The interest on
municipal obligations will normally be exempt from federal taxes. The Portfolio
will send you a statement at the end of the year telling you exactly how much
dividend income you have earned for tax purposes.

CAPITAL GAINS

Capital gains are another source of appreciation to the Portfolio.
Basically, a capital gain is an increase in the value of a bond. However, for
tax purposes, the Portfolio does not need to "realize" or declare a capital gain
unless it sells a bond which has appreciated.

You can incur capital gains in two ways. First, if the Portfolio buys a bond
at one price, then sells it at a higher price, it will realize a capital gain.
At the end of the year, the capital gains the Portfolio has made are added up
and capital losses are subtracted. If any net capital gains are realized, the
Portfolio will normally distribute such gains annually. You will receive a
statement at the end of the year informing you of your share of the Portfolio's
capital gains.

The second way to incur capital gains is to sell or exchange your shares. If
you sell shares at a higher price than you bought them, you will be responsible
for paying taxes on your gain. There are several ways to determine your tax
liability, and we suggest you contact a qualified tax adviser to help you decide
which is best for you.

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<PAGE>
TAXES

The Portfolio intends to qualify each year as a "regulated investment
company" under Federal tax law, and if it qualifies, the Portfolio will not be
liable for Federal income taxes because it will have distributed all its net
investment income and net realized capital gains to shareholders. Shareholders
will then have to pay taxes on dividends, whether they are distributed as cash
or are reinvested in shares, and on net short-term capital gains. Dividends and
short-term capital gains will be taxed as ordinary income. Long-term capital
gains distributions are taxed as long-term capital gains.

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

The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains distributions and redemptions) paid
to shareholders who have not complied with IRS regulations. In order to avoid
this withholding requirement, you must certify on the Account Registration Form
or on a separate form supplied by the Fund that your Social Security or Taxpayer
Identification Number you have provided is correct and that you are not
currently subject to backup withholding or that you are exempt from backup
withholding.

Dividends and interest received by the Portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes 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. You may be able to claim an offsetting tax credit or
itemized deduction for foreign taxes paid by the Portfolio Your tax statement
will generally show the amount of foreign tax for which a credit or deduction
may be available.

FUND MANAGEMENT AND ADMINISTRATION

THE INVESTMENT ADVISER

The Adviser is a registered investment adviser formed in 1979. Its business
offices are located at One McKinney Plaza, 3232 McKinney Avenue, 15th Floor,
Dallas, Texas 75204. It is a wholly-owned subsidiary of United Asset Management
Corporation and provides and offers investment management services to corporate,
public and Taft-Hartley employee benefit plans, foundations, endowments, health
care and other institutions and investors. The Adviser currently has $15 billion
in assets under management.

The Portfolio pays an annual fee in monthly installments to the Adviser for
advisory services. This fee is accrued daily and paid every month as a
percentage of the average net assets in the Portfolio for that month. The
percentage fee on an annual basis is 0.35%. The Adviser has voluntarily agreed
to waive a portion of its advisory fees and to assume as the Adviser's own
expense certain operating expenses otherwise payable by the Portfolio, if
necessary, in order to keep the Portfolio's Institutional Class Shares total
operating expenses from exceeding 0.55% through December 31, 1997. The Adviser
will not be reimbursed by the Fund for any advisory fees which are waived or
expenses which the Adviser may bear on behalf of the Fund.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Adviser and its parent company may also make payments to
unaffiliated brokers who perform distribution, marketing, shareholder and other
services with respect to the Portfolio.

The investment professionals at the Adviser responsible for the day-to-day
management of the Portfolio and their qualifications are as follows:

JOHN S. WILLIAMS -- Fixed Income Principal and the first fixed income
portfolio manager at the Adviser in 1983. Mr. Williams has also managed balanced
and municipal portfolios during his 19 year investment career. Prior to joining
the Adviser, he was responsible for the management of all fixed income assets at
Southland Trust, Dallas, Texas, and prior to that was a portfolio manager and
securities analyst at InterFirst Bank Dallas Trust Department. Mr. Williams has
served on the Advisory Committee for the Texas Teachers Retirement System and is
an active member in the Dallas Investment Analysts Society. He is a Chartered
Financial Analyst, earning his MBA in 1976 and BBA in 1975 from Texas Christian
University.

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the creation of and management of an SEC-registered mutual fund. Prior to
attaining the Director's position, Mr. Hardin was a taxable portfolio manager
and also served as the credit analyst for the Trust Division. He started his
investment career as a private placement credit analyst while employed by
American General Insurance Co. in Houston in 1976. Mr. Hardin received an M.Sc.
from The London School of Economics in 1975 and a BBA from Texas Christian
University in 1973.

STEPHEN M. MILANO -- Fixed Income Principal and portfolio manager. Prior to
joining the Adviser in 1990, Mr. Milano was employed at Salomon Brothers, Inc.
in New York as a Vice President of the Fixed Income Strategy Group. In that role
he was a specialist in developing portfolio structure and strategies for active
management of taxable assets. While at Salomon he also served as Product Sales
Manager for International Fixed Income Securities and as a Mortgage and
Government Specialist. Prior to joining Salomon, Mr. Milano was employed as a
portfolio manager and trader at Equitable Life Assurance Society. He received
his BS in Economics with a concentration in Finance from the Wharton School of
the University of Pennsylvania in 1980.

J. SCOTT MCDONALD -- Fixed Income Portfolio Analyst/Trader. Mr. McDonald
joined the Adviser in 1995 to serve as a security and portfolio specialist for
the Fixed Income Group. In addition to security and portfolio analyst, he is
responsible for systems analytics used in the evaluation of effective/option
adjusted yield measurements for all securities and portfolios. He also serves as
compliance monitor of all fixed income portfolios to ensure commonality of
structure and diversification. Mr. McDonald previously served as the Senior Vice
President and Portfolio Manger at Life Partners Group, Inc. in Dallas. While
with Life Partners, he was responsible for implementing investment strategy for
$3 billion in assets. Additionally, he has been employed by Texas Commerce Bank
Houston as a Credit Supervisor and Lending Officer. He received his MBA in 1991
from the University of Texas at Austin and his BBA from Southern Methodist
University in 1986.

DEBORAH J. ANDERSON -- Senior Portfolio Assistant. Ms. Anderson is
responsible for all administrative staff and their duties associated with the
fixed income product management, including communication/liaison with all
clients, custodial banks, and brokerage relationships. She supervises all
operational aspects of fixed income security trading and works extensively with
reporting requirements for all clients and regulatory agencies. Prior to joining
the Adviser in 1988, Ms. Anderson served as a Trust Officer with Trust Company
of Texas and its predecessor, Southland Trust Co. She received a BBA in
Accounting from the University of Texas at Arlington in 1974.

THE ADMINISTRATOR

The Chase Manhattan Bank, N.A., through its subsidiary, Chase Global Funds
Services Company, provides all administrative, fund accounting, transfer and
dividend disbursing agent services to the Fund.

According to the Fund Administration Agreement, the Portfolio pays the
administrator a fee for its services. This fee is a portion of the total fee
paid by all the Portfolios of the UAM Funds. On an annualized basis, this total
fee equals:

0.20% of the first $200 million in combined Fund assets
0.12% of the next $800 million in combined Fund assets
0.08% on assets over $1 billion but less than $3 billion
0.06% on assets over $3 billion

Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a designated minimum fee schedule per Portfolio which
ranges from $2,000 per month upon inception of a Portfolio to $70,000 annually
after two years.

THE DISTRIBUTOR

The Distributor, a wholly-owned subsidiary of United Asset Management
Corporation, distributes the shares of the Fund. Under the Fund's Distribution
Agreement (the "Agreement"), the Distributor, as agent of the Fund, agrees to
use its best efforts as sole distributor of the Fund's shares. The Distributor
does not receive any fee or other compensation under the Agreement with respect
to the Portfolio's Institutional Class Shares offered in this Prospectus. The
Agreement continues in effect as long as the Fund's Board of Trustees, including
a majority of the Trustees who are not parties to the Agreement or interested
persons of any such party, approve it on an annual basis. This Agreement
provides that the Fund will bear the costs of the registration of its shares
with the Commission and various states and the printing of its prospectuses,
statements of additional information and reports to shareholders.

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<PAGE>
CUSTODIAN

Morgan Guaranty Trust Company of New York serves as custodian of the Fund's
assets.

ACCOUNTANTS

Price Waterhouse LLP acts as the independent accountants for the Fund and
audits its financial statements annually.

ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as administrator, transfer agent and dividend disbursing agent for the
Fund.

REPORTS

Investors will receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

PRINCIPAL BUSINESS ADDRESS OF DISTRIBUTOR

UAM Fund Distributors, Inc.
One International Place, 44th Floor
100 Oliver Street
Boston, Massachusetts 02110

GENERAL FUND INFORMATION

The Portfolio is one of a series of investment portfolios available through
UAM Funds Trust, an open-end investment company known as a "mutual fund." Each
of the Portfolios which make up the Fund have different investment objectives
and policies. Together, the Portfolios offer a diverse set of risk and return
characteristics to suit a wide range of investor needs. The Fund was organized
under the name "The Regis Fund II" on May 18, 1994 as a Delaware business trust.
On October 31, 1995, the name of the Fund was changed to "UAM Funds Trust."

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies for
the Fund and elect its Officers.

The Fund's Agreement and Declaration of Trust permits the Fund to issue an
unlimited number of shares of beneficial interest, without par value. The
Trustees have the power to designate one or more series ("Portfolios") or
classes of shares of beneficial interest without further action by shareholders.

The shares of each Portfolio and class have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do so. A
shareholder is entitled to one vote for each full share held (and a fractional
vote for each fractional share held), then standing in his name on the books of
the Fund. Both Institutional Class and Service Class Shares represent an
interest in the same assets of a Portfolio and are identical in all respects
except that the Service Class Shares bear certain expenses related to
shareholder servicing, may bear expenses related to the distribution of such
shares and have exclusive voting rights with respect to matters relating to such
distribution expenditures. The Fund will not ordinarily hold shareholder
meetings except as required by the 1940 Act and other applicable laws. The Fund
has undertaken that its Trustees will call a meeting of shareholders if such a
meeting is requested in writing by the holders of not less than 10% of the
outstanding shares of the Fund. To the extent required by the undertaking, the
Fund will assist shareholder communications in such matters.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN THE
PORTFOLIO'S STATEMENT OF ADDITIONAL INFORMATION IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.

15
<PAGE>
UAM FUNDS -- INSTITUTIONAL CLASS SHARES

ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio

CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio

COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio

C.S. MCKEE & COMPANY, INC.
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee U.S. Government Portfolio

DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio

NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's Equity Portfolio

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

RICE, HALL, JAMES & ASSOCIATES
Rice, Hall, James Small Cap Portfolio

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Equity Portfolio
Sirach Fixed Income Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio
Enhanced Monthly Income Portfolio

STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

THOMPSON, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

16
<PAGE>
(This page intentionally left blank.)
<PAGE>

UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

SUPPLEMENT DATED MAY 1, 1996 TO THE PROSPECTUS DATED APRIL 25, 1995
AS REVISED OCTOBER 31, 1995

FINANCIAL HIGHLIGHTS
(Unaudited)

November 1, 1995**
to March 31, 1996
(Unaudited)
- -------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD . . . . . . . . . . $10.00
- -------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+ . . . . . . . . . . . . . . . . . 0.13
Net Realized and Unrealized Gain (Loss)
on Investments. . . . . . . . . . . . . . . . . . . . (0.07)
- -------------------------------------------------------------------------
Total from Investment Operations. . . . . . . . . . . 0.06
- -------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income. . . . . . . . . . . . . . . . . . (0.08)
- -------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD . . . . . . . . . . . . . $ 9.98
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
TOTAL RETURN++ . . . . . . . . . . . . . . . . . . . . . (1.77)%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands). . . . . . . . . . $2,806
Ratio of Net Expenses to Average Net Assets. . . . . . . 0.80%*
Ratio of Net Investment Income to Average
Net Assets. . . . . . . . . . . . . . . . . . . . . . 5.21%*
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . 60%
- -------------------------------------------------------------------------
</TABLE>

* Annualized
** Commencement of Operations
+ Net of voluntarily waived fees and reimbursed expenses of $.06 per share for
the period ended March 31, 1996.
++ Total return would have been lower had the Adviser not waived and assumed
certain expenses during the period.
<PAGE>
UAM FUNDS
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
- --------------------------------------------------------------------------------

PROSPECTUS -- APRIL 25, 1995 AS REVISED OCTOBER 31, 1995

The BHM&S Total Return Bond Portfolio is one of a series of investment
portfolios available through UAM Funds Trust (hereinafter defined as "UAM Funds"
or the "Fund"), an open-end investment company known as a "mutual fund." Each of
the Portfolios that make up the Fund have different investment objectives and
policies. In addition, several of the Fund's Portfolios offer two separate
classes of shares, Institutional Class Shares and Institutional Service Class
Shares ("Service Class Shares"). Shares of each class represent equal, pro rata
interests in a Portfolio and accrue dividends in the same manner except that the
Service Class Shares bear fees payable by the class (at the maximum rate of .25%
per annum) to financial institutions for services they provide to the owners of
such shares. The BHM&S Total Return Bond Portfolio currently offers two classes
of shares. The securities offered in this Prospectus are Service Class Shares of
the BHM&S Total Return Bond Portfolio.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fees and Expenses........................................... 1

Summary: About the Portfolio................................ 2

Risk Factors................................................ 2

Performance Calculations.................................... 3

Details on Investment Policies.............................. 3

Buying, Selling and Exchanging Shares....................... 8

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

How Share Prices are Determined............................. 13

Dividends, Capital Gains Distributions and Taxes............ 13

Fund Management and Administration.......................... 14

General Fund Information.................................... 17
</TABLE>
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
BHM&S Total Return Bond Portfolio ("the Portfolio") including:

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

<TABLE>
<CAPTION>
SERVICE CLASS SHARES INSTITUTIONAL CLASS SHARES
-------------------- --------------------------
<S> <C> <C>
Investment Advisory Fees:......................... 0.35% 0.35%
Administrative Fees:.............................. 0.13% 0.13%
12b-1 Fees: (Including Shareholder Servicing
Fees)+:.......................................... 0.25% NONE
Other Expenses:................................... 0.22% 0.22%
Advisory Fees Waived.............................. (0.15)% (0.15)%
----- -------
Total Operating Expenses:......................... 0.80%* 0.55%**
----- -------
----- -------
</TABLE>

- ------------------------
+See "Service and Distribution Plans."
*Barrow, Hanley, Mewhinney & Strauss, Inc., the Adviser, has voluntarily agreed
to waive a portion of its advisory fees and to assume as the Adviser's own
expense certain operating expenses otherwise payable by the Portfolio, if
necessary, in order to keep the Portfolio's Service Class Shares total
operating expenses (excluding interest, taxes and extraordinary expenses) from
exceeding 0.80% of its average daily net assets through December 31, 1997. It
is estimated that without the Adviser's fee waiver the total annual operating
expenses of the Portfolio's Service Class Shares would be 0.95% of its average
daily net assets.
**The Adviser has also voluntarily agreed to waive a portion of its advisory
fees and to assume as the Adviser's own expense certain operating expenses
otherwise payable by the Portfolio, if necessary, in order to keep the
Portfolio's Institutional Class Shares' total annual operating expenses from
exceeding 0.55% of its average daily net assets through December 31, 1997. It
is estimated that without the Adviser's fee waiver the total annual operating
expenses of the Portfolio's Institutional Class Shares would be 0.70% of its
average daily net assets.

The fees and expenses set forth above are estimated amounts for the
Portfolio's first year of operations assuming average daily net assets of $25
million.

The Adviser will not be reimbursed by the Fund for any advisory fees which
are waived or expenses which the Adviser may bear on behalf of the Portfolio.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Service Class Shares........................................ $8 $26
Institutional Class Shares.................................. $6 $18
</TABLE>

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

NOTE TO EXPENSE TABLE

Service Organizations may charge other fees to their customers who are
beneficial owners of shares of the Portfolio in connection with their customer
accounts. (See "Service and Distribution Plans.")

1
<PAGE>
SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

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

HOW IS THE PORTFOLIO MANAGED?

WHO MANAGES THE PORTFOLIO?

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek high current income from
their investments and who wish to have moderate exposure to principal
fluctuation. (See "Retirement Plans.")

HOW TO INVEST

The Fund offers shares of beneficial interest of the Portfolio to investors
without a sales commission at net asset value next determined after the purchase
order is received in proper form. Share purchases may be made through UAM Fund
Distributors, Inc., broker-dealers and financial intermediaries or by sending
investments directly to the Fund. The minimum initial investment for the
Portfolio is $1,000,000; the minimum for subsequent investments is $1,000. The
officers of the Fund may make certain exceptions to the minimum investment
amounts. (See "Buying, Selling and Exchanging Shares.")

DIVIDENDS AND DISTRIBUTIONS

HOW TO REDEEM

RISK FACTORS

- The fixed income securities held by the Portfolio will be affected by
general changes in interest rates resulting in increases or decreases in
the value of the securities. The value of fixed income securities can be
expected to vary inversely to the changes in prevailing interest rates,
i.e., as interest rates decline, the market value of fixed income
securities tends to increase and vice versa.

2
<PAGE>
- The Portfolio may purchase securities on a when-issued basis which do not
earn interest until issued and may decline or appreciate in market value
prior to their delivery to the Portfolio.

- The Portfolio will invest in investment grade debt securities, but
reserves the right to hold securities that have been downgraded. Adverse
economic and corporate changes and changes in interest rates may have a
greater impact on issuers of lower rated debt securities which the
Portfolio may hold, which may lead to greater price volatility. Also,
lower rated securities may be more difficult to value accurately or sell
in the secondary market.

- The Portfolio may invest in repurchase agreements which entail a risk of
loss should the seller default on its transaction.

- The Portfolio may lend its investment securities which entails a risk of
loss should a borrower fail financially.

Further information about these risk factors is contained in the "Details on
Investment Policies" section of this Prospectus.

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 will be 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 and any incremental
transfer agency costs relating to Service Class Shares will be borne exclusively
by that class. The Fund will include performance data for both Institutional
Class and Service Class Shares of the Portfolio in any advertisement or
information including performance data of the Portfolio.

Write to "UAM Funds" at the address on the front cover of this Prospectus or
call 1-800-638-7983 to obtain your free copy of the Annual Report to
Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

The investment grade bonds in which the Portfolio will invest are those
having one of the four highest rating categories at the time of purchase (i.e.
Aaa, Aa, A or Baa by Moody's Investors Service, Inc. ("Moody's) or AAA, AA, A or
BBB by Standard & Poor's Corporation ("S&P")). Bonds rated Baa or BBB have
speculative characteristics and may be more sensitive to changes in the economy
and the financial condition of issuers than higher rated bonds. The Adviser also
reserves the right to retain securities which are downgraded by one or both of
the rating agencies if, in the Adviser's judgement, retention of the securities
is warranted. Please refer to the Portfolio's Statement of Additional
Information for a more detailed description of bond ratings.

MORTGAGE-BACKED SECURITIES

ASSET-BACKED SECURITIES

YANKEEDOLLAR AND EURODOLLAR SECURITIES

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

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

Securities purchased on a when-issued basis may decline or appreciate in
market value prior to their actual delivery to the Portfolio.

MUNICIPAL OBLIGATIONS

ZERO COUPON SECURITIES

RESTRICTED AND ILLIQUID SECURITIES

5
<PAGE>
Under the supervision of the Fund's Board of Trustees, 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. Certain restrictions applicable to the
Portfolio limit its investment in securities that are illiquid by virtue of the
absence of a readily available market or because of legal or contractual
restrictions on resale to no more than 15% of the Portfolio's net assets.
However, the Portfolio does not intend to invest in private placements or other
illiquid securities. The prices realized from the sales of these securities
could be less than those originally paid by the Portfolio or less than what may
be considered the fair value of such securities.

OTHER INVESTMENT POLICIES

The Portfolio may also invest in the following securities and investment
techniques:

SHORT-TERM INVESTMENTS

REPURCHASE AGREEMENTS

The Portfolio may invest up to 10% of its assets in repurchase agreements
collateralized by U.S. Government securities, certificates of deposit, bankers
acceptances and other short-term securities as outlined above under "Short-Term
Investments." In a repurchase agreement, the Portfolio purchases a security and,
at the same time, arranges to sell it back to the original seller on a
predetermined date. The repurchase agreement states the price that the seller
will pay for the security plus the interest rate that the purchaser will receive
while holding it. In effect, the Portfolio is lending its funds to the seller at
an agreed upon interest rate and receiving a security as collateral for the
loan. Repurchase agreements can range from overnight to a fixed term. They are a
common way to earn interest on short-term funds.

LENDING OF PORTFOLIO SECURITIES

6
<PAGE>
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Fund's Board of Trustees.

PORTFOLIO TURNOVER

INVESTMENT LIMITATIONS

The Portfolio's limitations are as follows:

(b) With respect to 75% of its assets, the Portfolio may not own more than
10% of the outstanding voting securities of any one issuer;

(g) Pledge, mortgage or hypothecate more than 33 1/3% of its total assets at
fair market value.

7
<PAGE>
voting securities of the Portfolio. The other investment limitations described
here and those not specified as fundamental in the Statement of Additional
Information as well as the Portfolio's investment policies are not fundamental,
and the Fund's Board of Trustees may change them without shareholder approval.

PORTFOLIO TRANSACTIONS

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

BUYING, SELLING AND EXCHANGING SHARES

Service Class Shares of the Portfolio may be purchased without a sales
commission directly through UAM Fund Distributors, Inc. (the "Distributor"), and
through broker-dealers, registered representatives, and other financial
intermediaries ("Service Organizations") having selling or shareholder service
agreements with the Distributor. The shares are sold at net asset value per
share next determined after an order is received by the Fund or designated
Service Organization. (See "Service and Distribution Plans" and "How Share
Prices are Determined.") The minimum initial investment is $1,000,000, with
certain exceptions determined from time to time by the officers of the Fund. The
minimum for subsequent investments is $1,000.

The Portfolio issues two classes of shares: Institutional Class and Service
Class. The two classes of shares each represent interests in the same portfolio
of investments, have the same rights and are identical in all respects, except
that the Service Class Shares offered by this Prospectus bear shareholder
servicing expenses, may in the future bear distribution plan expenses, and have
exclusive voting rights with respect to the Rule 12b-1 Distribution Plan
pursuant to which the distribution fee may be paid. The two classes have
different exchange privileges. (See "How to Exchange Shares.") The net income
attributable to Service Class Shares and the dividends payable on Service Class
Shares will be reduced by the amount of the shareholder servicing and
distribution fees; accordingly, the net asset value of the Service Class Shares
will be reduced by such amount to the extent the Portfolio has undistributed net
income.

Certain Service Organizations may have established shareholder servicing
relationships with the Fund on behalf of their customers. Those Service
Organizations may impose additional or different conditions or other account
fees on the purchase and redemption of Portfolio shares. Each Service
Organization is responsible for transmitting to its customers a schedule of any
such fees and information regarding any additional or different conditions
regarding purchases and redemptions. Shareholders who are customers of Service
Organizations should consult their Service Organization for information
regarding these fees and conditions. Some Service Organizations may receive
compensation from the Fund, the Fund's Distributor, the Adviser, or any of the
Adviser's affiliates. A salesperson and any other person entitled to receive
compensation for selling or servicing Portfolio shares may receive different
compensation with respect to one particular class of shares over another in the
Fund.

8
<PAGE>
when the Portfolio is priced on the following business day. Service
Organizations are responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and redemption requests,
investment information, documentation and money

HOW TO BUY SHARES BY MAIL

An account may also be opened with the assistance of your Service
Organization by completing and signing an Account Registration Form. We require
an original signature on both copies. The original copy should be forwarded
together with a check payable to UAM Funds Trust, through your Service
Organization, to:

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

Mail the other copy, without the check, to:

UAM Fund Distributors, Inc.
One International Place, 44th Floor
100 Oliver Street
Boston, MA 02110

To make additional investments to an account you have already established,
simply mail your check directly or through your Service Organization to the UAM
Funds Service Center at the address above. Make sure that your account number,
account name, and the name of the Portfolio and the name of the class of shares
are clearly indicated on the check so that we can properly credit your account.

HOW TO BUY SHARES BY WIRE

To make an initial investment by wire, your Service Organization should
telephone the Fund's Transfer Agent (toll-free 1-800-638-7983), and provide the
account name, address, telephone number, social security or taxpayer
identification number, the name of the Portfolio (Service Class), the amount
being wired and the name of the bank wiring the funds. (Investors with existing
accounts should notify the Fund prior to wiring funds.) An account number will
then be provided to you.

Morgan Guaranty Trust Company of New York
New York, NY 10015
ABA# 0210-0023-8
DDA Acct. #001-73-353
F/B/O UAM Funds Trust
Ref: BHM&S Total Return Bond Portfolio (Service Class Shares)
Your account number: ______________________________
Your account name: ______________________________

After you have instructed the bank to wire the money, you must forward a
completed Account Registration Form to your Service Organization or the UAM
Funds Service Center as soon as possible. You can obtain forms by calling the
UAM Funds Service Center at 1-800-638-7983. Federal Funds purchases will be
accepted only on days when the NYSE and the Custodian Bank are open for
business.

9
<PAGE>
OTHER PURCHASE INFORMATION

Non-securities dealer Service Organizations may receive transaction fees
that are the same as distribution fees paid to dealers.

IN-KIND PURCHASES

Under certain circumstances, investors who own securities may be able to
exchange them directly for shares of the Portfolio without converting their
investments into cash first. The Portfolio will accept such in-kind purchases
only if the securities offered for exchange meet the Portfolio's investment
criteria which are set forth in the "Details on Investment Policies" section of
this Prospectus. Once accepted, the securities will be valued according to the
process described in "How Share Prices are Determined" at the same time the
Portfolio's shares are valued. Once a value has been determined for both, an
exchange will be made. All dividends, interest, subscription, or other rights
pertaining to these securities become the Fund's property; if you receive any
such items, you must deliver them to the Fund immediately. Securities acquired
by the Portfolio through an in-kind purchase will be acquired for investment and
not for resale.

The Fund will not accept securities for exchange unless they meet the
following criteria:

- The securities are eligible to be included in the Portfolio and
market quotes can readily be obtained for them.

- The investor assures the Fund that the securities are not
subject to any restrictions under the Securities Act of 1933 or
any other law or regulation.

- The value of the securities exchanged does not increase the
Portfolio's position in any specific issuer's security to more
than 5% of the Portfolio's total net assets.

RETIREMENT PLANS

The Portfolio is also suitable for individual tax-deferred retirement plans
including 401(k) Defined Contribution Plans and IRA Contributions or Rollovers.

HOW TO SELL SHARES

You may sell shares by telephone or mail at any time, free of charge. Your
shares will be valued at the next price calculated after we receive your
instructions to sell.

Your request should be addressed to:

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

or to your Service Organization.

BY MAIL

To redeem by mail, you should include the following:

- your share certificates, if we have issued them to you;

- a letter which tells us how many shares you wish to redeem or,
alternatively, what dollar amount you wish to receive;

10
<PAGE>
- a signature guaranteed by your bank, broker or other financial
institution (see "Signature Guarantees" below); and

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

If you are not sure which documents to send, please contact the UAM Funds
Service Center at 1-800-638-7983.

BY TELEPHONE

To redeem shares by telephone, you must have completed an Account
Registration Form and have returned it to the Fund. Once this form is on file,
simply call the Fund and request the redemption amount to be mailed to you or
wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable precautions to make sure that the instructions communicated by
telephone are genuine. You will be asked to provide certain personal
identification when you open an account, and again, when you request a telephone
redemption. In addition, all telephone transaction requests will be recorded,
and investors may be required to provide additional telecopied written
instructions of such transaction requests. Neither the Fund nor the Transfer
Agent will be responsible for any loss, additional cost or expense for following
instructions received by telephone that it reasonably believes are genuine. To
change the name of the commercial bank or the account designated to receive
redemption proceeds, a written request must be sent to the Fund at the address
on the cover of this Prospectus. Requests to change the bank or account must be
signed by each shareholder, and each signature must be guaranteed. You cannot
redeem shares by telephone if you hold stock certificates for these shares.
Please contact one of the Fund's representatives at 1-800-638-7983 for further
details.

SIGNATURE GUARANTEES

- redeem shares and request that the proceeds be sent to someone
other than the registered shareholder(s) or to an address which
is not the registered address; or

- transfer shares from one Portfolio to another.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. (The UAM
Funds Service Center can provide you with a full definition of the term.) You
can obtain a signature guarantee at almost any bank, as well as through most
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be a member of a clearing
corporation or maintain net capital of at least $100,000. Credit unions must be
authorized to issue signature guarantees. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a signature
guarantee program. A notary public can not provide a signature guarantee.

The signature guarantee must appear either:

- on the written request for redemption; or

- on a separate instrument for assignment (a "stock power") which
should specify the total number of shares to be redeemed; or

- on all stock certificates tendered for redemption, and, if
shares held by the Fund are also being redeemed, then on the
letter or stock power.

FURTHER INFORMATION ON SELLING SHARES

Normally, the Fund will make payment for all shares sold under this
procedure within one business day after we receive a request. In no event will
payment be made more than seven days after receipt of a redemption (sale)
request in good order. The Fund may suspend the right of redemption or postpone
the date at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.

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whole or in part by a distribution in-kind of liquid securities held by the
Portfolio instead of cash in conformity with applicable rules of the Commission.
Investors may incur brokerage charges when they sell portfolio securities
received in payment of redemptions.

HOW TO EXCHANGE SHARES

You may exchange Service Class Shares of the Portfolio for any other Service
Class Shares of a Portfolio included in the UAM Funds which is comprised of the
Fund and UAM Funds, Inc. (For those Portfolios currently offering Service Class
Shares, please call the UAM Funds Service Center.) When you exchange shares you
sell your old shares and buy new ones, both at the price calculated after the
next market close. There is no sales charge for exchanges. Exchange requests may
be made by phone or letter. Telephone exchanges may be made only if the Fund
holds all share certificates and if the registration of the two accounts is
identical. Telephone exchanges received before 4 p.m. Eastern Time will be
processed at the share price set after the market close the same day. Exchanges
received after 4 p.m. Eastern Time will be executed at the share price
determined at the market close on the following day. For additional information
regarding responsibility for the authenticity of telephoned transaction
instructions, see "How to Sell Shares -- By Telephone" above. The exchange
privilege is only available with respect to Portfolios that are registered for
sale in a shareholder's state of residence.

Neither the Fund nor the Fund's Transfer Agent will take responsibility for
ensuring it is indeed the shareholder issuing the exchange orders; however, we
may use some of the precautions described above for selling shares. The Fund may
also limit both the frequency and the amount of exchanges permitted if it is in
the interest of the Fund's shareholders.

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, adopted pursuant to Rule
12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Organizations (broker-dealers or other financial institutions) who
receive fees with respect to the Fund's Service Class Shares owned by
shareholders for whom the Service Organization is the dealer or holder of
record, or for whom the Service Organization performs Servicing, as defined
below. These fees are paid out of the assets allocable to Service Class Shares
to the Distributor or to the Service Organizations directly or through the
Distributor. The Fund reimburses the Distributor or the Service Organization, as
the case may be, for payments made at an annual rate of up to 0.25 of 1% of the
average daily value of Service Class Shares owned by clients of such Service
Organization during the period payments for Servicing are being made to it. Such
payments are borne exclusively by the Service Class Shares. Each item for which
a payment may be made under the Service Plan constitutes personal service and/or
shareholder account maintenance and may constitute an expense of distributing
Fund shares as the Commission construes such term under Rule 12b-1. The fees
payable for Servicing are payable without regard to actual expenses incurred.

Servicing may include, among other things, one or more of the following
rendered with respect to the Service Class shareholders: answering client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations and addresses; performing subaccounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; investing client cash account balances automatically in Service
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Organization; arranging for
bank wires; and such other services as the Fund may request, to the extent the
Service Organization is permitted by applicable statute, rule or regulation.

The Glass-Steagall Act and other applicable laws prohibit federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will be engaged to act as Service Organization only to perform
administrative and shareholder servicing functions. If a bank were prohibited
from so acting, its shareholder clients would be permitted to remain Fund
shareholders and alternative means for continuing the Servicing of such
shareholders would be sought.

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

The Distribution Plan and Service Plan (the "Plans") were approved by the
Board, including a majority of the Trustees who are not "interested persons" of
the Fund as defined in the 1940 Act (and each of whom has no direct or indirect
financial interest in the Plans or any agreement related thereto, referred to
herein as the "12b-1 Trustees"). The Plans may be terminated at any time by the
vote of the Board or the 12b-1 Trustees, or by the vote of a majority of the
outstanding Service Class Shares of the Portfolio involved.

While the Plans continue in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed in the aggregate 0.75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to 0.50% per annum of a Portfolio's net assets. The Service Class Shares offered
by this Prospectus currently are not making payments under the Distribution
Plan. Upon implementation, the Distribution Plan would permit payments to the
Distributor, broker-dealers, other financial institutions, sales representatives
or other third parties who render promotional and distribution services, for
items such as advertising expenses, selling expenses, commissions or travel
reasonably intended to result in sales of Service Class Shares and for the
printing of prospectuses sent to prospective purchasers of Service Class Shares
of the Portfolio.

Although the Plans may be amended by the Board of Trustees, any changes in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the Class involved. The
total amounts paid under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Trustees quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolios are also limited
under certain rules of the National Association of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, United Asset Management
Corporation, the parent company of the Adviser, or the Adviser may, at its own
expense, compensate a Service Organization or other person for marketing,
shareholder servicing and other services performed with respect to a Portfolio
or any class of shares of a Portfolio. The Adviser may make such payments out of
its investment advisory fee, its past profits or any other source available to
it.

HOW SHARE PRICES ARE DETERMINED

The value of each class of shares of the Portfolio is calculated every day
that the NYSE is open. This means that shares are valued after the market close,
generally at 4 p.m. Eastern Time on Monday through Friday, except for major
holidays when the NYSE is closed. The net asset value of the Service Class
Shares may be lower than the net asset value of the Institutional Class Shares
reflecting the daily expense accruals of the shareholder servicing fee and any
distribution and transfer agency fees applicable to the Service Class Shares.

Net asset value includes interest on bonds and other fixed income securities
which is accrued daily. Bonds and other fixed income securities are valued
according to the broadest and most representative market which will ordinarily
be the over-the-counter market. In addition, bonds and other fixed income
securities may be valued on the basis of prices provided by a pricing service
when such prices are believed to reflect the fair market value of such
securities.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

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quarter will be determined and subtracted from the total share value. The per
share dividends and distributions on Service Class Shares generally will be
lower than the per share dividends and distributions on Institutional Class
Shares as a result of the shareholder servicing, distribution and any transfer
agency fees applicable to the Service Class Shares. The net income is then
either distributed to you in cash or reinvested in Portfolio shares at the new
after-dividend price, depending on your instructions to the Portfolio. Unless
you specifically tell us to distribute dividend income in cash, however, we will
assume you want this income reinvested. By law, you must pay taxes on any
dividend or interest income you receive on your investments whether distributed
in cash or reinvested in shares. The interest on municipal obligations will
normally be exempt from federal taxes. The Portfolio will send you a statement
at the end of the year telling you exactly how much dividend income you have
earned for tax purposes.

CAPITAL GAINS

TAXES

FUND MANAGEMENT AND ADMINISTRATION

THE INVESTMENT ADVISER

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The Portfolio pays an annual fee in monthly installments to the Adviser for
advisory services. This fee is accrued daily and paid every month as a
percentage of the average net assets in the Portfolio for that month. The
percentage fee on an annual basis is 0.35%. The Adviser has voluntarily agreed
to waive a portion of its advisory fees and to assume as the Adviser's own
expense certain operating expenses otherwise payable by the Portfolio, if
necessary, in order to keep the Portfolio's Service Class Shares total operating
expenses from exceeding 0.80% through December 31, 1997. The Adviser will not be
reimbursed by the Fund for any advisory fees which are waived or expenses which
the Adviser may bear on behalf of the Fund.

The investment professionals at the Adviser responsible for the day-to-day
management of the Portfolio and their qualifications are as follows:

DAVID R. HARDIN -- Fixed Income Principal and portfolio manager. Prior to
joining the Adviser in 1987, Mr. Hardin was the Vice President and Director of
the Fixed Income Group of RepublicBank Dallas Trust Department. In that
position, he was responsible for the management of all taxable and tax-exempt
fixed income assets of the Trust Division, including all separately managed
accounts, collective investment fund products, and the creation of and
management of an SEC-registered mutual fund. Prior to attaining the Director's
position, Mr. Hardin was a taxable portfolio manager and also served as the
credit analyst for the Trust Division. He started his investment career as a
private placement credit analyst while employed by American General Insurance
Co. in Houston in 1976. Mr. Hardin received an M.Sc. from The London School of
Economics in 1975 and a BBA from Texas Christian University in 1973.

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THE ADMINISTRATOR

The Chase Manhattan Bank, N.A., through its subsidiary, Chase Global Funds
Services Company, provides all administrative, fund accounting, transfer and
dividend disbursing agent services to the Fund.

0.20% of the first $200 million in combined Fund assets
0.12% of the next $800 million in combined Fund assets
0.08% on assets over $1 billion but less than $3 billion
0.06% on assets over $3 billion

THE DISTRIBUTOR

The Distributor, a wholly-owned subsidiary of United Asset Management
Corporation, distributes the shares of the Fund. Under the Fund's Distribution
Agreement (the "Agreement"), the Distributor, as agent of the Fund, agrees to
use its best efforts as sole distributor of the Fund's shares. The Distributor
does not receive any fee or other compensation under the Agreement with respect
to this Portfolio (except as described under "Service and Distribution Plans"
above). The Agreement continues in effect as long as the Fund's Board of
Trustees, including a majority of the Trustees who are not parties to the
Agreement or interested persons of any such party, approve it on an annual
basis. This Agreement provides that the Fund will bear the costs of the
registration of its shares with the Commission and various states and the
printing of its prospectuses, statements of additional information and reports
to shareholders.

CUSTODIAN

Morgan Guaranty Trust Company of New York serves as custodian of the Fund's
assets.

ACCOUNTANTS

Price Waterhouse LLP acts as the independent accountants for the Fund and
audits its financial statements annually.

ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as administrator, transfer agent and dividend disbursing agent for the
Fund.

REPORTS

Investors will receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

PRINCIPAL BUSINESS ADDRESS OF DISTRIBUTOR

UAM Fund Distributors, Inc.
One International Place, 44th Floor
100 Oliver Street
Boston, Massachusetts 02110

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GENERAL FUND INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies for
the Fund and elect its Officers.

The shares of each Portfolio and class have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do so. A
shareholder is entitled to one vote for each full share held (and a fractional
vote for each fractional share held), then standing in his name on the books of
the Fund. Both Institutional Class and Service Class Shares represent an
interest in the same assets of the Portfolio and are identical in all respects
except that the Service Class Shares bear certain expenses related to
shareholder servicing and may bear expenses related to the distribution of such
shares and have exclusive voting rights with respect to matters relating to such
distribution expenditures. The Fund will not ordinarily hold shareholder
meetings except as required by the 1940 Act and other applicable laws. The Fund
has undertaken that its Trustees will call a meeting of shareholders if such a
meeting is requested in writing by the holders of not less than 10% of the
outstanding shares of the Fund. To the extent required by the undertaking, the
Fund will assist shareholder communications in such matters.