UAM FUNDS TRUST, 485BPOS, 1996-07-01

UAM FUNDS TRUST
485BPOS, 1996-07-01

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<PAGE>

MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENTS NO. 7 & 10

As filed with the Securities and Exchange Commission on July 1, 1996
Securities Act File No. 33-79858
Investment Company Act of 1940 File No. 811-8544

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 11 / X /
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 12 / X /
--------------
UAM FUNDS TRUST
(Exact Name of Registrant)

c/o United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(Address of Principal Executive Office)
Registrant's Telephone Number (617) 330-8900

Karl O. Hartmann, Assistant Secretary
c/o Chase Global Funds Services Company
73 Tremont Street, Boston, MA 02108
(Name and Address of Agent for Service)
--------------

COPY TO:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
/X/ Immediately upon filing pursuant to Paragraph (b)
/ / on (date) pursuant to Paragraph (b)
/ / 60 days after filing pursuant to paragraph (a) (1)
/ / on (date) pursuant to paragraph (a) (1)
/ / 75 days after filing pursuant to Paragraph (a) (2)
/ / on (date) pursuant to Paragraph (a) (2) of Rule 485.

<PAGE>

REGISTRANT HAS PREVIOUSLY ELECTED AND HEREBY CONTINUES ITS ELECTION TO REGISTER
AN INDEFINITE NUMBER OF SHARES PURSUANT TO REGULATION 24F-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND FILED A RULE 24F-2 NOTICE FOR THE
FISCAL YEAR ENDED APRIL 30, 1996 ON JUNE 20, 1996.

<PAGE>

UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE
<TABLE>
<CAPTION>

FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
<S> <C> <C>
Item 1. Cover Page. . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis. . . . . . . . . . . . . . . . . . . . Fees and Expenses; Summary:
About the Portfolio; Risk Factors
Item 3. Condensed Financial Information . . . . . . . . Not Applicable
Item 4. General Description of Registrant . . . . . . . Summary: About the Portfolio;
Risk Factors; Details on
Investment Policies, General Fund Information
Item 5. Management of the Fund. . . . . . . . . . . . . Summary: About the Portfolio; Fund
Management and Administration
Item 5A. Management's Discussion of
Fund Performance. . . . . . . . . . . . . . . . Included in Registrant's April 30, 1996
Annual Reports to Shareholders
Item 6. Capital Stock and Other Securities. . . . . . . Buying, Selling & Exchanging Shares; How Share Prices are
Determined; Dividends, Capital Gains Distributions and Taxes
Item 7. Purchase of Securities Being Offered. . . . . . Buying, Selling & Exchanging Shares;
Service and Distribution Plans
Item 8. Redemption or Repurchase. . . . . . . . . . . . Buying, Selling & Exchanging Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . Not Applicable

LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
<S> <C> <C>
Item 10. Cover Page. . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . Investment Objectives and
Policies; General Information
Item 13. Investment Objectives and Policies. . . . . . . Investment Objectives and
Policies; Investment Limitations
Item 14. Management of the Fund. . . . . . . . . . . . . Management of the Fund
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . . Management of the Fund
Item 16. Investment Advisory and Other Services. . . . . Investment Adviser
Item 17. Brokerage Allocation and Other Practices. . . . Portfolio Transactions
Item 18. Capital Stock and Other Securities. . . . . . . General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . . . . . . Purchase of Shares; Redemption
of Shares; Service and Distribution Plans
Item 20. Tax Status. . . . . . . . . . . . . . . . . . . General Information; Federal Taxes
Item 21. Underwriters. . . . . . . . . . . . . . . . . . Management of the Fund
Item 22. Calculation of Performance Data . . . . . . . . Performance Calculations
Item 23. Financial Statements. . . . . . . . . . . . . . Not Applicable

</TABLE>

PART C

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

<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 11

PART A

The following Prospectuses are included in this Post-Effective Amendment No.11:

- - MJI International Equity Portfolio Institutional Service Class Shares
- - Newbold's Equity Institutional Service Class Shares

The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 7 filed on August 28, 1995:

- - Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
- - Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
- - MJI International Equity Portfolio Institutional Class Shares

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 4 filed on February 9, 1995:

- - Hanson Equity Portfolio Institutional Class Shares
- - BHM&S Total Return Bond Portfolio Institutional Class Shares
- - BHM&S Total Return Bond Portfolio Institutional Service Class Shares

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 3 filed on December 14, 1994:

- - IRC Enhanced Index Portfolio Institutional Class Shares

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:

- - Dwight Principal Preservation Portfolio Institutional Class Shares

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 1 filed on November 15, 1994:

- - Newbold's Equity Portfolio Institutional Class Shares
- - TJ Core Equity Portfolio Institutional Class Shares

<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

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MJI INTERNATIONAL EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: MURRAY JOHNSTONE INTERNATIONAL LTD.
- --------------------------------------------------------------------------------

PROSPECTUS - JULY 1, 1996

MJI International Equity Portfolio is one of a series of investment
portfolios available through UAM Funds Trust (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").
MJI International Equity Portfolio currently offers two classes of shares. The
securities offered in this Prospectus are Service Class Shares of one
diversified, no-load Portfolio of the Fund managed by Murray Johnstone
International Ltd.

The MJI International Equity Portfolio seeks to maximize total return,
including both capital appreciation and current income, by investing primarily
in the common stocks of companies based outside of the United States. Under
normal circumstances, at least 65% of the Portfolio's total assets will be
invested in securities of issuers domiciled in at least three countries other
than the United States. There can be no assurance that the Portfolio will
achieve its stated objective.

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 MJI International Equity Portfolio Service Class Shares' "Statement
of Additional Information" dated July 1, 1996 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 the Fund 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
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<S> <C>
Fees and Expenses................................................................................................ 2
Summary: About the Portfolio..................................................................................... 3
Risk Factors..................................................................................................... 3
Performance Calculations......................................................................................... 4
Details on Investment Policies................................................................................... 4
Investment Suitability........................................................................................... 10
Buying, Selling and Exchanging Shares............................................................................ 10
Service and Distribution Plans................................................................................... 14
How Share Prices are Determined.................................................................................. 16
Dividends, Capital Gains Distributions and Taxes................................................................. 16
Fund Management and Administration............................................................................... 17
General Fund Information......................................................................................... 18
UAM Funds -- Service Class Shares................................................................................ 20
</TABLE>

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FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
MJI International Equity 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 "Service and Distribution Plans" for further
information.

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

ANNUAL FUND OPERATING EXPENSES: 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>
<S> <C>
Investment Advisory Fees:................................................ 0.75 %
Administrative Fees:..................................................... 0.53 %
12b-1 Fees: (Including Shareholder Servicing Fees)*...................... 0.40%
Other Expenses:.......................................................... 0.41%
Advisory Fees Waived:.................................................... (0.19)%
--------
Total Operating Expenses (After Fee Waiver).............................. 1.90%+
</TABLE>

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+Murray Johnstone International Ltd. has voluntarily agreed to waive a portion
of its advisory fees and to assume as the Adviser's own expense operating
expenses otherwise payable by the Portfolio, if necessary, in order to keep the
Portfolio's Service Class Shares total annual operating expenses (excluding
interest, taxes and extraordinary expenses) from exceeding 1.90% of average
daily net assets until further notice. If it were not for the fee waiver and/or
reimbursement, the Portfolio's Service Class Shares total annual operating
expenses would be 2.09% of average daily net assets.

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

The purpose of the above table is to assist the investor in understanding
the various expenses that an investor in the MJI International Equity
Portfolio's Service Class Shares will bear directly or indirectly. The fees and
expenses set forth above are estimates based upon the Portfolio's Institutional
Class Shares operations during the fiscal year ended April 30, 1996 except that
such information has been restated to reflect 12b-1 Fees and current
administrative fees.

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>
10
1 YEAR 3 YEARS 5 YEARS YEARS
------ ------- ------- -------
<S> <C> <C> <C> <C>
Expenses:............................... $ 19 $ 60 $ 103 $ 222
</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.

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

2
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SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks to maximize total return, including both capital
appreciation and current income, by investing primarily in the common stocks of
companies based outside of the United States. Under normal circumstances, at
least 65% of the Portfolio's total assets will be invested in at least three
different countries other than the United States. There can be no assurance that
the Portfolio will achieve its stated objective.

HOW IS THE PORTFOLIO MANAGED?

The Portfolio's investment process focuses first on determining the proper
country allocation, using a proprietary system to analyze economic, stock market
and monetary policy factors in each national market. The system indicates which
markets are the most promising, and Murray Johnstone International Ltd. (the
"Adviser") decides the proportion the Portfolio should invest in each. Then, at
the stock selection level, the Adviser identifies undervalued stocks in each
market selected for investment. (See "Details on Investment Policies.")

WHO MANAGES THE PORTFOLIO?

The Adviser is an international investment adviser and is an affiliate of
the Murray Johnstone Group ("MJ Group"), in Glasgow, Scotland. The MJ Group's
origins date back to 1907, and it currently has $6.7 billion in assets under
management. The MJ Group has a 200-member staff including 40 investment
professionals. It became a subsidiary of United Asset Management Corporation in
1993. The Adviser, the SEC-registered entity within the MJ Group, has $1.2
billion of assets under management and has U.S. offices in Chicago. (See "Fund
Management and Administration.")

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who wish to diversify their assets
across a broad range of international markets. Like any international stock
investment, this Portfolio should be considered primarily for long-term
investment by investors who are willing to tolerate short-term swings in the
value of their assets for long-term returns. (See "Retirement Plans.")

HOW TO INVEST

Service Class Shares of the Portfolio are offered to investors through
broker-dealers and other financial institutions ("Service Agents") at net asset
value next determined after the purchase order is received in proper form. The
minimum initial investment is $2,500 with certain exceptions as may be
determined from time to time by the Officers of the Fund. The minimum for
subsequent investments is $100. 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 an annual dividend. 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

Service Class 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.")

ADMINISTRATIVE SERVICES

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

RISK FACTORS

- Prospective investors should understand that the Portfolio's performance
will be affected by a variety of factors since it participates in a large
number of stock markets around the world. The value of the Portfolio's
investments will vary from day to day, generally reflecting global
economic and political

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developments, conditions in global and national markets, changes in
currency exchange rates, factors affecting individual stocks in the
Portfolio and shifts in interest rates. In addition, you should consider
the following factors that could affect the Portfolio's rate of return.

- 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.

- 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 may engage in various currency strategies to seek to hedge
its investments against movements in security prices, interest rates, and
exchange rates by the use of derivatives, including forward contracts,
options and futures as well as options on futures. These strategies
involve the risk of imperfect correlation in movements in the price of
options and futures and movements in the price of securities, interest
rates or currencies which are the subject of the hedge. These transactions
are also subject to the risk factors associated with foreign investments
generally. There can be no assurance that a liquid secondary market for
these hedging techniques will exist at any specific time.

- The Portfolio may enter into interest rate hedging strategies commonly
referred to as derivatives which, if employed incorrectly, may adversely
affect the Portfolio.

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

PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating total return. Total return
includes all interest and dividend payments plus the net change in value on all
securities in the Portfolio over a specific period of time. To find out the
average annual return, we simply divide this aggregate number by the number of
years in the period in question. In calculating total return, we always assume
that all interest and dividend payments have been reinvested in 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, all as further
described in the Portfolio's Statement of Additional Information.

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, distribution charges and
any incremental transfer agency costs relating to Service Class Shares will be
borne exclusively by that class.

The Portfolio's Annual Report to Shareholders, for the Fund's most recent
fiscal year end contains additional performance information that includes
comparisons with appropriate indices. The Annual Report is available without
charge upon request to the Fund. Write to "UAM Funds Trust" at the address on
the front cover of this Prospectus or call 1-800-638-7983 to obtain your free
copy of the Portfolio's Annual Report to Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

The Portfolio's investment process begins by seeking to determine the best
possible allocation among international stock markets. The Portfolio's Adviser
evaluates markets through a proprietary system which analyzes economic factors,
stock prices in each market, market performance and trends in monetary policy.
Drawing on this information, the Adviser decides which markets the Portfolio
should invest in and in what proportion.

Once the country allocation decision has been made, the Adviser selects
undervalued stocks in that market. The Adviser rates companies according to the
quality of their management, market position, financial strength, ability to
earn competitive returns on equity and assets, and growth potential. The
Portfolio will invest in stocks

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that the Adviser determines are undervalued compared to industry norms within
their countries. It is expected that investments will be diversified throughout
the world and within markets to minimize specific country and currency risks.
While investments will be made primarily in securities of companies domiciled in
developed countries, investments will also be made in developing countries. (See
"Foreign Investment Risk Factors.")

Under normal circumstances, at least 65% of the Portfolio's total assets
will be invested in common stocks of companies in at least three countries
outside the United States. It is expected that generally, the Portfolio will
invest in common stocks of companies listed on U.S. or foreign stock exchanges,
but it may also invest in stocks traded in the over-the-counter market. Common
stocks for this purpose also include securities having common stock
characteristics such as rights and warrants to purchase common stocks. The
Portfolio may also invest in convertible securities and preferred stocks. The
Portfolio may also invest in foreign equity securities in the form of American
Depositary Receipts (ADRs), European Depositary Receipts (EDRS) and other
similar global instruments. ADRs (sponsored or unsponsored) are receipts
typically issued by a U.S. bank or trust company evidencing ownership of the
underlying foreign securities. Most ADRs are traded on a U.S. stock exchange.
Issuers of unsponsored ADRs are not contractually obligated to disclose material
information in the U.S. and, therefore, there may not be a correlation between
such information and the market value of the unsponsored ADR. EDRs are receipts
typically issued by a European bank or trust company evidencing ownership of the
underlying foreign securities.

FOREIGN INVESTMENT RISK FACTORS

Investors should recognize that investing in foreign securities involves
certain risks which are not typically associated with investing in domestic
securities. Since securities issued by foreign entities may be denominated in
foreign currencies, and the Portfolio may temporarily hold uninvested reserves
in bank deposits in foreign currencies, the Portfolios value may rise or fall
depending on currency exchange rates. The Portfolio may also have to pay a fee
to convert funds from one currency to another.

In addition, non-U.S.-based companies are not subject to the same
accounting, auditing and financial reporting standards as are domestic
companies. There may be less publicly-available information about non-U.S.-based
companies which may make it difficult to make investment decisions. Also, stock
markets outside the U.S. are typically less liquid -- that is, it is more
difficult to sell large quantities of a stock without driving its price down or
to buy without pushing its price up. Market regulation may be less rigorous in
some markets. Finally, political factors may have an impact in the form of
confiscatory taxation, expropriation or political instability in international
markets.

Although the Portfolio will seek the most favorable trading costs available
in any given market, investors should recognize that foreign commissions are
generally higher than those in the U.S. In addition, custodial expenses, that
is, fees paid to financial institutions for holding the Portfolio's securities,
will generally be higher than would be the case in the U.S.

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.

Investing in the foreign securities of developing countries presents
additional considerations. The economies of individual developing countries may
differ favorably or unfavorably from the United States economy in such respects
as growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position. Further, the economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have been and may continue
to be adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. These economies also have
been and may continue to be adversely affected by economic conditions in the
countries with which they trade.

With respect to any developing country, there is the possibility of
nationalization, expropriation or confiscatory taxation, repatriation of
investment income, capital and the proceeds of sales by foreign investors,
political changes, governmental regulation, social instability or diplomatic
developments (including war) which could adversely affect the economics of such
countries or the value of the Portfolio's investments in those countries. In
addition, it may be difficult to obtain and enforce a judgement in a court
outside of the United States.

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The Portfolio may engage in various investment techniques such as futures
contracts, options on futures contracts, options, and interest rate swap
transactions. See "Other Investment Policies -- Hedging and Related Strategies
and Risk Considerations" for more information on these instruments.

OTHER INVESTMENT POLICIES

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

SHORT-TERM INVESTMENTS

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

The Fund has applied to the Securities and Exchange Commission (the
"Commission") for permission to deposit the daily uninvested cash balances of
the Fund's Portfolios, as well as cash for investment purposes, into one or more
joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
instruments. By entering into these investments on a joint basis, it is expected
that a Portfolio may earn a higher rate of return on investments relative to
what it could earn individually. While the Fund expects to receive permission
from the Commission, there can be no assurance that the requested relief will be
granted.

REPURCHASE AGREEMENTS

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. The Portfolio may invest 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."

The Fund has applied to the Commission for permission to pool the daily
uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into repurchase agreements
on a joint basis, it is expected that a Portfolio will incur lower transactions
costs and potentially obtain higher rates of interest on such repurchase
agreements. Each Portfolio's participation in the income from jointly

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purchased repurchase agreements will be based on that Portfolio's percentage
share in the total repurchase agreement. While the Fund expects to receive
permission from the Commission, there can be no assurance that the requested
relief will be granted.

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 objectives 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.

HEDGING AND RELATED STRATEGIES AND RISK CONSIDERATIONS

The Portfolio may use options (both exchange-traded and over-the-counter) to
attempt to enhance income. To reduce the overall risk of its investments
(hedge), the Portfolio may use options, futures contracts, options on futures
and forward currency contracts. These instruments are commonly referred to as
derivatives. Hedging strategies may also be used in an attempt to manage the
Portfolio's exposure to changing interest rates, security prices and currency
exchange rates. The Portfolio may buy or sell futures contracts, write covered
call options and buy put and call options on any security, index or currency
including options and futures traded on foreign exchanges and options not traded
on exchanges. The Portfolio's ability to use these strategies may be limited by
market conditions, regulatory limits and tax considerations. The Portfolio's
obligation under such hedging strategies will be covered by the maintenance of a
segregated account of cash, U.S. Government securities or high grade debt
obligations equal to at least 100% of the Portfolio's commitment. The Statement
of Additional Information contains further information on all of these
strategies and the risks associated with them.

The Portfolio may write or purchase options in privately negotiated
transactions ("OTC Options") as well as listed options. OTC Options can be
closed out only by agreement with the other party to the transaction. Any OTC
Option purchased by the Portfolio is considered an illiquid security. Any OTC
Option written by the Portfolio will be with a qualified dealer pursuant to an
agreement under which the Portfolio may repurchase the option at a formula
price. Such options are considered illiquid to the extent that the formula price
exceeds the intrinsic value of the option. The Portfolio may not purchase or
sell futures contracts or related options for which the aggregate initial margin
and premiums exceed 5% of the fair market value of the Portfolio's assets. In
order to prevent leverage in connection with the purchase of futures contracts
or call options thereon by the Portfolio, an amount of cash, cash equivalents or
liquid high grade debt securities equal to the market value of the obligation
under the futures contracts or options (less any related market deposits) will
be maintained in a segregated account with the Fund's Custodian. The Portfolio
may not invest more than 15% of its net assets in illiquid securities and
repurchase agreements which have a maturity of longer than seven days. A more
complete discussion of the potential risks involved in transactions in options
or futures contracts and related options is contained in the Statement of
Additional Information.

The Portfolio may enter into forward foreign currency exchange contracts for
the purchase or sale of a specified currency at a specified future date either
with respect to specific transactions or with respect to portfolio positions.
For example, when the Adviser anticipates making a currency exchange transaction
in connection with the purchase or sale of a security, the Portfolio may enter
into a forward contract in order to set the exchange rate at which the
transaction will be made. The Portfolio also may enter into a forward contract
to sell an amount of a foreign currency approximating the value of some or all
of the Portfolio's securities denominated in such currency.

The Portfolio may use forward contracts in one currency or a basket of
currencies to hedge against fluctuations in the value of another currency when
the Adviser anticipates there will be a correlation between the two and

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<PAGE>
may use forward currency contracts to shift the Portfolio's exposure to foreign
currency fluctuations from one country to another. The purpose of entering into
these contracts is to minimize the risk to the Portfolio from adverse changes in
the relationship between the U.S. dollar and foreign currencies.

The Portfolio may enter into interest rate protection transactions, which
consist of interest rate swaps and interest rate caps, collars and floors, for
hedging purposes. These transactions are commonly known as derivatives. A swap
is an agreement to exchange the return generated by one instrument for the
return generated by another instrument. The swaps in which the Portfolio may
also engage include interest rate caps, floors and collars under which one party
pays a single or periodic fixed amount (or premium), and the other party pays
periodic amounts on the movement of a specified index.

The Portfolio may enter into interest rate protection transactions to
preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities it
anticipates purchasing at a later date. The Portfolio will enter into interest
rate protection transactions only with banks and recognized securities dealers
believed by the Adviser to present minimal credit risks in accordance with
guidelines established by the Fund's Board of Trustees. Interest rate swaps,
caps, floors and collars will be treated as illiquid securities and will
therefore, be subject to the Portfolio's investment restriction limiting
investment in illiquid securities to no greater than 15% of net assets.

RISK CONSIDERATIONS. The Portfolio might not employ any of the hedging
strategies described above, and there can be no assurance that any strategy used
will succeed. If the Adviser incorrectly forecasts interest rates, market values
or other economic factors in utilizing a strategy for the Portfolio, the
Portfolio would be in a better position if it had not hedged at all. In
addition, the Portfolio will pay commissions and other costs in connection with
such hedging strategies which may increase the Portfolio's expenses and reduce
its return.

The use of these strategies involves certain risks, including (1) the fact
that skills needed to use hedging instruments are different from those needed to
select the Portfolio's securities, (2) possible imperfect correlation, or even
no correlation, between price movements of hedging instruments and price
movements of the investments being hedged, (3) the fact that, while hedging
strategies can reduce the risk of loss, they can also reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments and (4) the possible inability of the Portfolio to purchase
or sell a portfolio security at a time that otherwise would be favorable for it
to do so, or the possible need for the Portfolio to sell a portfolio security at
a disadvantageous time, due to the need for it to maintain "cover" or to
segregate securities in connection with hedging transactions and the possible
inability of the Portfolio to close out or to liquidate its hedged position.

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 considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of the
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in securities that are illiquid by virtue of the absence of a
readily available market or because of legal or contractual restrictions on
resale. 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.

LENDING OF PORTFOLIO SECURITIES

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<PAGE>

Government having a value at all times not less than 100% of the value of the
securities loaned, (b) the borrower add to such collateral whenever the price of
the securities loaned rises (i.e., the borrower "marks to the market" on a daily
basis), (c) the loan be made subject to termination by the Portfolio at any
time, and (d) the Portfolio receives reasonable interest on the loan (which may
include the Portfolio investing any cash collateral in interest bearing
short-term investments). As with other extensions of credit there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. These risks are similar to the
ones involved with repurchase agreements as discussed above. 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. The Portfolio will continue to
retain any voting rights with respect to the loaned securities. If a material
event occurs affecting an investment on a loan, the loan must be called and the
securities voted.

INVESTMENT COMPANIES

As permitted by the 1940 Act, the Portfolio reserves the right to invest up
to 10% of its total assets, calculated at the time of investment, in the
securities of other open-end or closed-end investment companies. No more than 5%
of the investing Portfolio's total assets may be invested in the securities of
any one investment company nor may it acquire more than 3% of the voting
securities of any other investment company. The Portfolio will indirectly bear
its proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.

The Fund has received an Order from the Commission, which permits each of
its Portfolios to invest the greater of 5% of its total assets or $2.5 million
in the UAM Fund's DSI Money Market Portfolio for cash management purposes
provided that the investment is consistent with the Portfolio's investment
policies and restrictions. Based upon the Portfolio's assets invested in the DSI
Money Market Portfolio, the investing Portfolio's adviser will waive its
investment advisory fee and any other fees earned as a result of the Portfolio's
investment in the DSI Money Market Portfolio. The investing Portfolio will bear
expenses of the DSI Money Market Portfolio on the same basis as all of its other
shareholders.

PORTFOLIO TURNOVER

This Portfolio is managed for long-term appreciation, rather than short-term
trading profits. It is expected that the annual portfolio turnover rate for the
Portfolio will not exceed 75%. (A turnover rate of 100% would mean that all
securities in the Portfolio would be replaced within a one-year period.)
However, portfolio turnover depends to a great degree on market conditions.
Occasionally, when the market shifts suddenly or when the prospects for
individual stocks 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.

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

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;

9
<PAGE>
(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, as amended, 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% of its gross assets and
(2) cannot buy additional securities if it borrows more than 5% of its
total assets; and

(g) The Portfolio may not pledge, mortgage or hypothecate more than 33% 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,
those not specified as fundamental in the Statement of Additional Information,
and the Portfolio's investment policies are not fundamental, and the Fund's
Board of Trustees may change them without shareholder approval.

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 is 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.

INVESTMENT SUITABILITY

The MJI International Equity Portfolio was designed principally for the
investments of institutional investors. The MJI International Equity Portfolio
is available for purchase by individuals and may be suitable for investors who
seek to maximize total return, including both capital appreciation and current
income, by investing primarily in the common stocks of companies based outside
of the United States. Under normal circumstances, at least 65% of the
Portfolio's total assets will be invested in securities of issuers domiciled in
at least three countries other than the United States, although no mutual fund
can guarantee that its investment objective will be met.

BUYING, SELLING AND EXCHANGING SHARES

10
<PAGE>
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 and distribution plan expenses, and have
exclusive voting rights with respect to the Rule 12b-1 Distribution Plan
pursuant to which the distribution fee may be paid. The 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.

Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans. Each Service Agent
is responsible for transmitting to its customers a schedule of any such fees and
information regarding any additional or different conditions regarding purchases
and redemptions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. Amounts
paid to Service Agents may include transaction fees and/or service fees paid by
the Fund from the Fund assets attributable to the Service Agent, and would not
be imposed if shares of the Portfolio were purchased directly from the Fund or
the Distributor. The Service Agents may provide shareholder services to their
customers that are not available to a shareholder dealing directly with the
Fund. 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.

If you buy shares of a Portfolio through a Service Agent, the Service Agent
must receive your investment order before the close of trading on the New York
Stock Exchange ("NYSE"), generally 4:00 p.m. (Eastern Time) and transmit it to
the Fund's Transfer Agent, Chase Global Funds Services Company, (prior to the
close of the Transfer Agent's business day) and the Distributor to receive that
day's offering price. 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 Agents are responsible to their customers, the
Fund and its Distributor for timely transmission of all subscription and
redemption requests, investment information, documentation and money.

HOW TO BUY SHARES BY MAIL

An account may be opened with the assistance of your Service Agent by
completing and signing an Account Registration Form, and forwarding it, together
with a check payable to "UAM Funds Trust," through your Service Agent to:

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

The carbon copy (manually signed) of the Account Registration Form must be
mailed to:

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

Payment for the purchase of shares received by mail will be credited to your
account at the net asset value per share of the Portfolio next determined after
receipt. Such payment need not be converted into Federal Funds (monies credited
to the Fund's Custodian Bank, by a Federal Reserve Bank) before acceptance by
the Fund.

HOW TO BUY BY WIRE

Shares of the Portfolio may also be purchased by wiring Federal Funds to the
Fund's Custodian Bank (see instructions below). In order to insure prompt
crediting of the Federal Funds wire, it is important to follow these steps:

(a) Your Service Agent 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 Portfolio
selected (Service Class Shares), the amount being wired and the name of
the bank wiring the funds. (Investors with existing accounts should also
notify the Fund prior to wiring funds.) An account number will then be
provided to you;

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<PAGE>
(b) Instruct your bank to wire the specified amount to the Fund's Custodian;

The Bank of New York
New York, NY 10286
ABA #0210-0023-8
DDA Acct. #001-66-500
F/B/O UAM Funds Trust
Ref: MJI International Equity Portfolio -- Service Class Shares
Your Account Number
--------------------------
Your Account Name
--------------------------

(c) A completed Account Registration Form must be forwarded to the UAM Funds
Service Center and UAM Fund Distributors, Inc. at the addresses shown
thereon as soon as possible. Federal Funds purchases will be accepted
only on a day on which the New York Stock Exchange and the Custodian
Bank are open for business.

ADDITIONAL INVESTMENTS

You may add to your account at any time (minimum additional investment is
$100) by purchasing shares at net asset value through your Service Agent or by
mailing a check to the UAM Funds Service Center (payable to "UAM Funds Trust")
at the above address or by wiring monies to the Custodian Bank using the
instructions outlined above. It is very important that your account number,
account name, class of shares, and the Portfolio to be purchased, are specified
on the check or wire to insure proper crediting to your account. In order to
insure that your wire orders are invested promptly, you are requested to notify
the Fund (toll-free 1-800-638-7983) prior to the wire date. Mail orders should
include, when possible, the "Invest by Mail" stub which accompanies any Fund
confirmation statement.

OTHER PURCHASE INFORMATION

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

The purchase price of the shares of the Portfolio is the net asset value
next determined after the order and payment is received. (See "How Share Prices
are Determined.") An order and payment received prior to the close of the New
York Stock Exchange (the "NYSE") will be executed at the price computed on the
date of receipt; an order received after the close of the NYSE will be executed
at the price computed on the next day the NYSE is open.

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

Purchases of shares will be made in full and fractional shares of the
Portfolio 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

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 shares 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
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 as evidenced by a listing on the
American Stock Exchange, the NYSE or NASDAQ.

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

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<PAGE>
- 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 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. Investors interested in such exchanges should contact
the Adviser.

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.

BY MAIL:

To redeem by mail, include

- 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.

Your request should be addressed to:

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

or to your Service Agent.

If you are not sure of 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, and they may be liable for losses if they fail to do so.
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 transaction instructions received
by telephone that it reasonably believes are genuine.

To change 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

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.

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<PAGE>
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 Service Class Shares of the Portfolio for any other Service
Class Shares of a Portfolio included in the UAM Funds which is comprised of UAM
Funds, Inc. and UAM Funds Trust. (See the list of Portfolios of the UAM Funds --
Service 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 mail, telephone or through a Service Agent. 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 4:00 p.m. Eastern Time will be processed at the share price set after the
market closes on the same day. Exchanges received after 4:00 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 telephone instructions, see "How to Sell Shares -- By Telephone"
above. 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. The exchange
privilege is only available with respect to Portfolios that are registered for
sale in a shareholder's state of residence.

Please review a Portfolio's investment objective before shifting money into
it. Make sure its objective 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.

SERVICE AND DISTRIBUTION PLANS

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<PAGE>

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 Agent during the period payments
for Servicing are being made to it. Such payments are borne exclusively by the
Service Class Shares. Each item for which a payment may be made under the
Service Plan constitutes personal service and/or shareholder account 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, subject to adjustment of the fee
prospectively to reflect actual expenses.

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 sub-accounting; 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 Agent; arranging for bank
wires; and such other services as the Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or 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 Agents only to perform administrative
and shareholder servicing functions, including transaction-related agency
services for their customers. 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.

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 of Trustees, 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 MJI International Equity
Portfolio.

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 .75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to .50% per annum of a Portfolio's net assets. 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 MJI International Equity 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 Portfolio are also limited under
certain rules of the National Association of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, the Distributor, United
Asset Management Corporation ("UAM"), the parent company of the Adviser, the
Adviser, or any of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to the Fund, a
Portfolio or any Class of Shares of a Portfolio. The person making such payments
may do so out of its revenues, its profits or any other source available to it.
Such services arrangements, when in effect, are made generally available to all
qualified service providers. The Adviser may compensate its affiliated companies
for referring investors to the Portfolios.

15
<PAGE>
HOW SHARE PRICES ARE DETERMINED

The net asset value per share of each Class of the Portfolio is calculated
every day that the NYSE is open. This means that shares are revalued after the
market closes, generally at 4:00 p.m. Eastern Time on Monday through Friday,
except for major holidays when the NYSE is closed. The per share net asset value
of the Service Class Shares may be lower than the per share net asset value of
the Institutional Class Shares reflecting the daily expense accruals of the
shareholder servicing, distribution and transfer agency fees applicable to the
Service Class Shares.

The value of the Portfolio share is determined by adding up the total market
value of all the securities in the Portfolio plus cash and other assets,
deducting liabilities and then dividing by the total number of shares
outstanding.

For stocks, we use the last quoted trading price as the market value. For
listed stocks, we use the price quoted by the exchange on which the stock is
primarily traded. Unlisted stocks and listed stocks which have not been traded
on the valuation date or for which market quotations are not readily available
are valued at a price between the last price asked and the last price bid. For
valuation purposes, quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents based upon the bid price of such currencies
against U.S. dollars quoted by any major bank or by a broker. 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

Stocks generate income in the form of dividends. The Portfolio will normally
distribute substantially all of its net investment income to shareholders of
both of its classes in the form of an annual dividend. If any net capital gains
are realized, the Portfolio will normally distribute such gains annually. This
means that the amount of income net of expenses each share has earned over the
past year 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. 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.

Reinvested dividend distributions will affect your tax liability. 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 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 stock or bond.
However, for tax purposes, the Portfolio does not "realize" a capital gain
unless it sells a stock or bond which has appreciated.

You can incur capital gains in two ways. First, if the Portfolio buys a
stock or 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 at, 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.

TAXES

16
<PAGE>
Dividends and short-term capital gains will be taxed as ordinary income.
Long-term capital gains distributions are taxed as long-term capital gains. Such
dividends and distributions may be subject to state and local taxes. Redemptions
of shares in the Portfolio are taxable events for Federal income tax purposes. A
shareholder may also be subject to state and local taxes on such redemptions.

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

INVESTMENT ADVISER

The Adviser is an international investment adviser and is an affiliate of
the MJ Group, in Glasgow, Scotland. The MJ Group's origins date back to 1907,
and it currently has $6.7 billion in assets under management. The MJ Group has a
200-member staff including 40 investment professionals. It became a subsidiary
of United Asset Management Corporation ("UAM") in 1993. The Adviser, the
SEC-registered entity within the MJ Group, has $1.2 billion of assets under
management and has U.S. offices in Chicago.

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 0.75%. This investment advisory fee is
higher than that paid by many mutual funds but not necessarily higher than fees
paid by funds with investment objectives similar to that of the Portfolio.

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

RODGER SCULLION, MANAGING DIRECTOR OF THE ADVISER, has 23 years of
investment experience, the last 11 years based in Glasgow with the MJ Group. He
is the portfolio manager of the Murray Smaller Markets Investment Trust, a
closed-end investment fund registered in the United Kingdom, which invests in as
many as 45 markets worldwide. Mr. Scullion is the Adviser's Chief Investment
Officer and the lead person on the country allocation team. During his tenure at
the MJ Group, he has held portfolio management responsibilities for investments
in the U.S., Europe, Japan and the Far East.

ADMINISTRATOR

Pursuant to a Fund Administration Agreement dated April 15, 1996, which was
approved by the Fund's Directors, UAM Fund Services, Inc., a wholly-owned
subsidiary of UAM, with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing administration,
fund accounting, dividend disbursing and transfer agency services provided to
the Fund and its Portfolios. The Fund pays UAM Fund Services, Inc. a monthly fee
for its services which on an annual basis equals: 0.19 of 1% of the first $200
million of the aggregate net assets of the Fund; 0.11 of 1% of the next $800
million of the aggregate net assets of the Fund; 0.07 of 1% of the aggregate net
assets in excess of $1 billion but less than $3 billion; and 0.05 of 1% of the
aggregate assets in excess of $3 billion. The fees are allocated among the
Portfolios on the basis of their relative assets and are subject to a graduated
minimum fee schedule per Portfolio of $1,250 per month upon inception of a
Portfolio to $70,000 annually after two years. The Fund, with respect to the
Fund or any Portfolio or Class of the Fund, may enter into other or additional
arrangements for transfer or subtransfer agency, record-keeping or other
shareholder services with organizations other than the Administrator. If a
separate class of shares is added to a Portfolio, the minimum annual fee payable
to UAM Fund Services, Inc. by that Portfolio may be increased by up to

17
<PAGE>

$20,000. In addition, each Portfolio will pay to UAM Fund Services, Inc. a
Fund-specific fee of between 0.02% to 0.06% of the aggregate net assets of each
Portfolio. The Directors of the Fund have also approved a Mutual Funds Service
Agreement dated April 15, 1996 between UAM Funds Services, Inc. and Chase Global
Funds Services Company, an affiliate of The Chase Manhattan Bank, N.A. under
which Chase Global Funds Services Company provides the Fund and its Portfolios
with certain services, including, but not limited to, fund accounting, transfer
agency, maintenance of Fund records, preparation of reports, assistance in the
preparation of the Fund's registration statements and general day-to-day
administration of matters related to the Fund's corporate existence. UAM Fund
Services, Inc. pays Chase Global Funds Services Company a monthly fee for its
services form the fees that UAM Fund Services, Inc. receives from the Fund under
its Fund Administration Agreement. Chase Global Funds Services Company is
located at 73 Tremont Street, Boston, MA 02108-3913. Effective April 1, 1996,
The Chase Manhattan Corporation, the parent of The Chase Manhattan Bank, N.A.
merged with and into Chemical Banking Corporation, the parent company of
Chemical Bank. Chemical Banking Corporation is the surviving corporation and
will continue its existence under the name "The Chase Manhattan Corporation."

DISTRIBUTOR

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

The Bank 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.

SUB-ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as sub-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.

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 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.

18
<PAGE>
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 of the Fund have non-cumulative
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. As of May 31, 1996, Veco International, Inc. 401(k) Savings
Plan, Anchorage, AK held of record 45.1% of the Portfolio's Institutional Class
Shares. The persons or organizations owning 25% or more of the outstanding
shares of a Portfolio may be presumed to "control" (as that term is defined in
the 1940 Act) such Portfolio. As a result, those persons or organizations could
have the ability to vote a majority of the shares of the Portfolio on any matter
requiring the approval of shareholders of such Portfolio. A shareholder is
entitled to one vote for each full share held (and a fractional vote for each
fractional share held), then standing in his or her name on the books of the
Fund. Both Institutional Class and Service Class Shares represent an interest in
the same assets of a Portfolio and are identical in all respects except that the
Service Class Shares bear certain expenses related to shareholder servicing, and
the distribution of such shares and have exclusive voting rights with respect to
matters relating to such distribution expenditures. Information about the
Institutional Class Shares of the Portfolios along with the fees and expenses
associated with such shares is available upon request by contacting the Fund at
1-800-638-7983. 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.

19
<PAGE>
UAM FUNDS - SERVICE CLASS SHARES

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

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA 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

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Strategic Balanced Portfolio
Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Special Equity Portfolio

TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ Core Equity Portfolio

20
<PAGE>
UAM FUNDS TRUST
UAM FUNDS SERVICE CENTER
C/O CHASE GLOBAL FUNDS SERVICES COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

NEWBOLD'S EQUITY PORTFOLIO
INVESTMENT ADVISER: NEWBOLD'S ASSET MANAGEMENT, INC.
INSTITUTIONAL SERVICE CLASS SHARES
- --------------------------------------------------------------------------------

PROSPECTUS -- JULY 1, 1996

Newbold's Equity Portfolio is one of a series of investment portfolios
available through UAM Funds Trust (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"). Newbold's Equity
Portfolio currently offers two classes of shares. The securities offered in this
Prospectus are Service Class Shares of one diversified, no-load Portfolio of the
Fund managed by Newbold's Asset Management, Inc.

The Newbold's Equity Portfolio seeks to achieve maximum long-term total
return, consistent with reasonable risk to principal, by investing primarily in
a diversified portfolio of undervalued equity securities of statistically
attractive companies. There can be no assurance that the Portfolio will achieve
its stated objective.

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 Newbold's Equity Portfolio's "Statement of Additional Information,"
dated July 1, 1996 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 the Fund at
the above address to obtain a free copy of this Statement.

Investors will be charged various fees and expenses incurred in managing the
Newbold's Equity Portfolio (the "Portfolio") including:

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

<TABLE>
<S> <C>
Investment Advisory Fees:................................... 0.50%
Administrative Fees:........................................ 0.39%
12b-1 Fees: (Including Shareholder Servicing Fees)*......... 0.40%
Other Expenses:............................................. 1.00%
Advisory Fees Waived and Expenses Assumed:.................. (0.99)%+
------
Total Operating Expenses (After Fee Waiver and Expenses
Assumed)................................................... 1.30%
</TABLE>

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

+Newbold's Asset Management, Inc. (the "Adviser") has voluntarily agreed to
waive its advisory fees and assume as the Adviser's own expense 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 1.30% of average daily net
assets until January 29, 1998. If it were not for the fee waiver and/or
reimbursement, the Portfolio's Service Class Shares total annual operating
expenses would be 2.29% of average daily net assets. The Portfolio will not
reimburse the Adviser for any advisory fees which the Adviser may bear on
behalf of the Portfolio.

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

The purpose of the above table is to assist the investor in understanding
the various expenses that an investor in the Newbold's Equity Portfolio's
Service Class Shares will bear directly or indirectly. The fees and expenses set
forth above are estimates based upon the Portfolio's operations during the
fiscal year ended April 30, 1996.

<TABLE>
<CAPTION>
10
1 YEAR 3 YEARS 5 YEARS YEARS
------ ------- ------- -------
<S> <C> <C> <C> <C>
Expenses:............................... $ 13 $ 41 $ 71 $ 157
</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

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

2
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Fees and Expenses................................................................................................ 2
Summary: About the Portfolio..................................................................................... 3
Risk Factors..................................................................................................... 4
Performance Calculations......................................................................................... 4
Details on Investment Policies................................................................................... 4
Investment Suitability........................................................................................... 10
Buying, Selling and Exchanging Shares............................................................................ 10
Service and Distribution Plans................................................................................... 14
How Share Prices are Determined.................................................................................. 15
Dividends, Capital Gains Distributions and Taxes................................................................. 16
Fund Management and Administration............................................................................... 17
General Fund Information......................................................................................... 18
UAM Funds -- Service Class Shares................................................................................ 19
</TABLE>

SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks to achieve maximum long-term total return, consistent
with reasonable risk to principal, by investing primarily in a diversified
portfolio of undervalued equity securities of statistically attractive
companies. The Adviser believes that the Portfolio's performance over the long
term will be superior to its benchmark index (the Standard & Poor's 500 Stock
Index). There can be no assurance that the Portfolio will achieve its stated
objective.

HOW IS THE PORTFOLIO MANAGED?

Newbold's Asset Management, Inc. (the "Adviser") believes that investment
value and return can be achieved by investing in stocks with a low price
relative to current earnings. This bottom-up approach seeks to identify
companies whose earnings growth suggests an increasing stream of future dividend
income and whose share prices represent a level below realizable value.

WHO MANAGES THE PORTFOLIO?

The Adviser is a registered investment adviser. Founded in 1940, the firm
currently has over $7 billion in assets under management. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation.

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is designed principally for the investments of institutional
investors. The Portfolio is available for purchase by individuals and may be
suitable for investors who seek maximum long-term total return, consistent with
reasonable risk to principal, although no mutual fund can guarantee that its
investment objective will be met.

HOW TO INVEST

HOW TO REDEEM

Service Class Shares of the Portfolio may be redeemed at any time, without
cost, at the net asset value of the Portfolio next determined after receipt of
the redemption request. The redemption price may be more or less than the
purchase price. See "Buying, Selling and Exchanging Shares."

ADMINISTRATIVE SERVICES

3
<PAGE>
RISK FACTORS

Investing in the Portfolio entails a number of risks as with any stock
investment. Like any stock investment, shares of the Portfolio will rise and
fall in value depending on market perceptions of the value of the underlying
stocks. Share prices may also be affected by overall market movements and by
changes in sector or industry performance.

In addition, you should consider the following factors that could effect the
Portfolio's rate of return:

- 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.

- 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 may engage in various strategies to seek to hedge its
investments against movements in security prices by the use of derivatives
including options and futures as well as options on futures. These
strategies involve the risk of imperfect correlation in movements in the
price of options and futures and movements in the price of securities
which are the subject of the hedge. Options and futures transactions in
foreign markets are also subject to the risk factors associated with
foreign investments generally. There can be no assurance that a liquid
secondary market for options and futures contracts will exist at any
specific time.

- The Portfolio may invest in the securities of foreign issuers which may be
subject to additional risks factors, including foreign currency risks, not
applicable to securities of U.S. issuers.

PERFORMANCE CALCULATIONS

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

Total return is the change in value of an investment in the Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of 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.

The Portfolio's Annual Report to Shareholders, for the Fund's most recent
fiscal year end will contain additional performance information that includes
comparisons with appropriate indices. The Annual Report will be available
without charge upon request to the Fund.

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

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

In seeking its investment objective, the Portfolio will invest at least 65%
of its total assets, under normal circumstances, in equity securities,
consisting of common stock, preferred stock, convertible preferred stock,

4
<PAGE>
convertible bonds, rights and warrants. The Portfolio will invest primarily in
equity securities of large capitalization companies which are defined as those
with equity capitalizations greater than $1 billion at the time of purchase.

The Adviser believes that investment value and return can be achieved by
investing in stocks with a low price relative to current earnings. This "bottom
up" approach seeks to identify companies whose earnings growth suggests an
increasing stream of future dividend income and whose share prices represent a
level below realizable value.

The Adviser is able to identify prospective companies through a computerized
screening process which rates on four key elements: MARKET CAPITALIZATION -- $1
billion or more for purposes of liquidity; DIVIDEND PAYOUT -- ordinarily must
pay cash dividends; FINANCIAL LEVERAGE -- debt should not be excessive, and an
investment grade bond rating is required; and RETURN ON AVERAGE FIVE-YEAR EQUITY
- -- after the three previous criteria have been applied, this evaluation is used
as a measurement of profitability in selecting the top 500 companies.

The stock issues of the top 500 companies are then sorted by price/earnings
ratio, ranked from highest to lowest and broken into five groups, each
consisting of 100 stocks. The bottom two groups are subject to intense
fundamental analysis by the Adviser. The objective is to assemble a portfolio of
40-70 statistically attractive stocks which represent relative "value" not
generally recognized by the market. However, the Portfolio has the flexibility
to invest in less than 40 stocks or more than 70 stocks, as the Adviser deems
necessary. Earnings for cyclical stocks are normalized in this valuation
process.

Once the portfolio has been constructed, its price/earnings multiples are
continually monitored. The Portfolio will stop buying a stock when its
price/earnings ratio approaches the current price/earnings multiple of the
Standard & Poor's 500 Stock Index. The stock is sold when it moves above the
market's multiple.

When the Adviser believes that market conditions warrant a defensive
position, up to 100% of the Portfolio's assets may be held in cash and
short-term investments. See "Short-Term Investments" below for a description of
the types of short-term instruments in which the Portfolio may invest for
temporary defensive purposes. When the Portfolio is in a defensive position, it
may not necessarily be pursuing its stated investment objective.

OTHER INVESTMENT POLICIES

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

FOREIGN INVESTMENTS

The Portfolio may invest in foreign equity securities of developed
countries. This involves additional risks not typically associated with
investing in domestic equity securities. Since the securities issued by foreign
entities may be denominated in foreign currencies, and the Portfolio may
temporarily hold uninvested reserves in bank deposits in foreign currencies, the
Portfolio's value may rise or fall depending on currency exchange rates. The
Portfolio may also have to pay a fee to convert funds from one currency to
another.

In addition, non-U.S.-based companies are not subject to the same
accounting, auditing and financial reporting standards as are domestic companies
and may have policies that are not comparable to those of domestic companies.
There may be less publicly-available information about non-U.S.-based companies
which may make it difficult to make investment decisions. Securities of some
foreign companies are generally less liquid and more volatile than securities of
comparable domestic companies. There is generally less government supervision
and regulation of stock exchanges, brokers and listed companies than in the U.S.
Political factors may have an impact in the form of confiscatory taxation,
expropriation or political instability in international markets.

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<PAGE>
AMERICAN DEPOSITARY RECEIPTS

The Portfolio intends to invest primarily in U.S.-based companies. In
addition, the Portfolio may purchase shares of foreign-based companies in the
form of American Depositary Receipts (ADRs). ADRs may be sponsored or
unsponsored. Sponsored ADRs are established jointly by a depositary and the
underlying issuer, whereas unsponsored ADRs may be established without
participation by the underlying issuer. Holders of an unsponsored ADR generally
bear all the costs associated with establishing the unsponsored ADR. The
depositary of an unsponsored ADR is under no obligation to distribute
shareholder communications received from the underlying issuer or to pass
through voting rights to the holders of the unsponsored ADR with respect to the
deposited securities or pool of securities.

SHORT-TERM INVESTMENTS

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

The Fund has received permission from the Securities and Exchange Commission
(the "Commission") for permission to deposit the daily uninvested cash balances
of the Fund's Portfolios, as well as cash for investment purposes, into one or
more joint accounts and to invest the daily balance of the joint accounts in the
following short-term investments: fully collateralized repurchase agreements,
interest-bearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and other tax-exempt money
instruments. By entering into these investments on a joint basis, it is expected
that a Portfolio may earn a higher rate of return on investments relative to
what it could earn individually.

The Fund has received permission from the Commission for permission to allow
each of its Portfolios to invest the greater of 5% of its total assets or $2.5
million in the UAM Fund's DSI Money Market Portfolio for cash management
purposes. (See "Investment Companies.")

REPURCHASE AGREEMENTS

The Fund has received permission from the Commission to pool the daily
uninvested cash balances of the Fund's Portfolios in order to invest in
repurchase agreements on a joint basis. By entering into repurchase agreements
on a joint basis, it is expected that a Portfolio will incur lower transactions
costs and potentially obtain

6
<PAGE>

higher rates of interest on such repurchase agreements. Each Portfolio's
participation in the income from jointly purchased repurchase agreements will be
based on that Portfolio's percentage share in the total repurchase agreement.

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 objectives 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.

HEDGING AND RELATED STRATEGIES AND RISK CONSIDERATIONS

To reduce the overall risk of its investments (hedge), it may use options,
futures contracts, and options on futures contracts. Hedging strategies may also
be used in an attempt to manage the Portfolio's exposure to changing security
prices. The Portfolio's ability to use these strategies may be limited by market
conditions, regulatory limits and tax considerations. The Portfolio's obligation
under such hedging strategies will be covered by the maintenance of a segregated
account consisting of cash, U.S. Government securities or liquid high grade debt
obligations equal to at least 100% of the Portfolio's commitment. The Portfolio
may buy or sell futures contracts, write covered call options and buy put and
call options on any security, index, including options and futures traded on
foreign exchanges and options not traded on exchanges. The Portfolio's Statement
of Additional Information contains further information on all of these
strategies and the risks associated with them.

RISK CONSIDERATIONS. The Portfolio might not employ any of the hedging
strategies described above, and there can be no assurance that any strategy used
will succeed. If the Adviser incorrectly forecasts market values or other
economic factors in utilizing a strategy for the Portfolio, the Portfolio would
be in a better position if it had not hedged at all. In addition, the Portfolio
will pay commissions and other costs in connection with such investments which
may increase the Portfolio's expenses and reduce its return.

The use of these strategies involves certain risks, including (1) the fact
that skills needed to use hedging instruments are different from those needed to
select the Portfolio's securities, (2) possible imperfect correlation, or even
no correlation, between price movements of hedging instruments and price
movements of the investments being hedged, (3) the fact that, while hedging
strategies can reduce the risk of loss, they can also reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments and (4) the possible inability of the Portfolio to purchase
or sell a security at a time that otherwise would be favorable for it to do so,
or the possible need for the Portfolio to sell a security at a disadvantageous
time due to the need for it to maintain "cover" or to segregate securities in
connection with hedging transactions, and the possible inability of the
Portfolio to close out or to liquidate its hedged position.

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<PAGE>
RESTRICTED AND ILLIQUID SECURITIES

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 (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 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.

INVESTMENT COMPANIES

As permitted by the 1940 Act, the Portfolio reserves the right to purchase
up to 10% of its total assets, calculated at the time of purchase, in the
securities of other open-end or closed-end investment companies. No more than 5%
of the purchasing Portfolio's total assets may be invested in the securities of
any one investment company nor may it acquire more than 3% of the voting
securities of any other investment company. The Portfolio will indirectly bear
its proportionate share of any management fees paid by an investment company in
which it invests in addition to the advisory fee paid by the Portfolio.

The Fund has received an Order from the Commission, which permits each of
its Portfolios to invest the greater of 5% of its total assets or $2.5 million
in the UAM Fund's DSI Money Market Portfolio for cash management purposes
provided that the investment is consistent with the Portfolio's investment
policies and restrictions. Based upon the Portfolio's assets invested in the DSI
Money Market Portfolio, the investing Portfolio's adviser will waive its
investment advisory and any other fees earned as a result of the Portfolio's
investment in the DSI Money Market Portfolio. The investing Portfolio will bear
expenses of the DSI Money Market Portfolio on the same basis as all of its other
shareholders. While the Fund expects to receive permission from the Commission,
there can be no assurance that the requested relief will be granted.

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 below
60%. (A turnover rate of 100% would mean that all securities in

8
<PAGE>
the Portfolio would be replaced within a one-year period.) However, portfolio
turnover depends to a great degree on market conditions. Occasionally, when the
market shifts suddenly or when the prospects for individual stocks change
quickly, the Adviser may find it necessary to sell securities which have not
been in the Portfolio for very long. The Portfolio will not normally engage in
short-term trading, but it reserves the right to do so.

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;

(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;

(g) The Portfolio may not pledge, mortgage or hypothecate more than 33% of
its total assets at fair market value.

PORTFOLIO TRANSACTIONS

9
<PAGE>
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.

INVESTMENT SUITABILITY

The Newbold's Equity Portfolio was designed principally for the investments
of institutional investors. The Newbold's Equity Portfolio is available for
purchase by individuals and may be suitable for investors who seek to achieve
maximum long-term total return, consistent with reasonable risk to principal, by
investing primarily in a diversified portfolio of undervalued equity securities
of statistically attractive companies, although no mutual fund can guarantee
that its investment objective will be met.

BUYING, SELLING AND EXCHANGING SHARES

Shares of each Portfolio and Class may be purchased through any Service
Agent having selling or service agreements with UAM Fund Distributors, Inc. (the
"Distributor") without a sales commission, at the net asset value per share next
determined after an order is received by the Fund or the designated Service
Agent. See "Service and Distribution Plans" and "How Share Prices are
Determined." The required minimum initial investment for the Portfolio is
$2,500, with certain exceptions determined from time to time by the Officers of
the Fund. The minimum for subsequent investments is $100. 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 and
distribution plan expenses, and have exclusive voting rights with respect to the
Rule 12b-1 Distribution Plan pursuant to which the distribution fee may be paid.
The 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.

Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans. Each Service Agent
is responsible for transmitting to its customers a schedule of any such fees and
information regarding any additional or different conditions regarding purchases
and redemptions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. Amounts
paid to Service Agents may include transaction fees and/or service fees paid by
the Fund from the Fund assets attributable to the Service Agent and would not be
imposed if shares of the Portfolio were purchased directly from the Fund or the
Distributor. The Service Agents may provide shareholder services to their
customers that are not available to a shareholder dealing directly with the
Fund. 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.

10
<PAGE>
HOW TO BUY SHARES BY MAIL

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

The carbon copy (manually signed) of the Account Registration Form must be
mailed to:

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

HOW TO BUY BY WIRE

(b) Instruct your bank to wire the specified amount to the Fund's Custodian;

The Bank of New York
New York, NY 10286
ABA #0210-0023-8
DDA Acct. #001-12-721
F/B/O UAM Funds Trust
Ref: Newbold's Equity Portfolio -- Service Class Shares
Your Account Number
--------------------------
Your Account Name
--------------------------

ADDITIONAL INVESTMENTS

OTHER PURCHASE INFORMATION

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

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<PAGE>
The purchase price of the shares of the Portfolio is the net asset value
next determined after the order and payment is received. (See "How Share Prices
are Determined.") An order and payment received prior to the close of the New
York Stock Exchange (the "NYSE") will be executed at the price computed on the
date of receipt; an order received after the close of the NYSE will be executed
at the price computed on the next day the NYSE is open.

IN-KIND PURCHASES

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 as evidenced by a listing on the
American Stock Exchange, the NYSE or NASDAQ.

- The investor assures the Fund that the securities are liquid and 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 net assets.

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.

BY MAIL:

To redeem by mail, include

- 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.

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<PAGE>
Your request should be addressed to:

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

or to your Service Agent.

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

BY TELEPHONE

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.

13
<PAGE>
FURTHER INFORMATION ON SELLING SHARES

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 UAM
Funds, Inc. and UAM Funds Trust. (See the list of Portfolios of the UAM Funds -
Service 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 mail, telephone or through a Service Agent. 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 4:00 p.m. Eastern Time will be processed at the share price set after the
market closes on the same day. Exchanges received after 4:00 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 telephone instructions, see "How to Sell Shares -- By Telephone"
above. 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. 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 Agents (broker-dealers or other financial institutions) who receive fees
with respect to the Fund's Service Class Shares owned by shareholders for whom
the Service Agent is the dealer or holder of record, or for whom the Service
Agent performs Servicing, as defined below. These fees are paid out of the
assets allocable to Service Class Shares to the Distributor, to the Service
Agent directly or through the Distributor. The Fund reimburses the Distributor
or the Service Agent, as the case may be, for payments made at an annual rate of
up to 0.25 of 1% of the average daily value of Service Class Shares owned by
clients of such Service Agent during the period payments for Servicing are being
made to it. Such payments are borne exclusively by the Service Class Shares.
Each item for which a payment may be made under the Service Plan constitutes
personal service and/or shareholder account 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, subject to adjustment of the fee prospectively to reflect
actual expenses.

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<PAGE>

account designations and addresses; performing sub-accounting; 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 Agent; arranging for bank
wires; and such other services as the Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or regulation.

Accordingly, banks will be engaged to act as Service Agents only to perform
administrative and shareholder servicing functions, including
transaction-related agency services for their customers. If a bank 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.

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 .75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to .50% per annum of a Portfolio's net assets. Under the Plans, as implemented
for the Newbold's Equity Portfolio Service Class Shares, Distribution Plan
expenses may be no more than .15% and Service Plan expenses may be no more than
0.25%, although the maximum limit may be paid following appropriate Board
approval. Upon implementation, the Distribution Plan would permit payments to
the Distributor, broker-dealers, other financial institutions, sales
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 Newbold's Equity Portfolio.

In addition to payments by the Fund under the Plans, the Distributor, United
Asset Management Corporation ("UAM"), the parent company of the Adviser, the
Adviser, or any of their affiliates, may, at its own expense, compensate a
Service Organization or other person for marketing, shareholder servicing,
record-keeping and/or other services performed with respect to the Fund, a
Portfolio or any Class of Shares of a Portfolio. The person making such payments
may do so out of its revenues, its profits or any other source available to it.
Such services arrangements, when in effect, are made generally available to all
qualified service providers. The Adviser may compensate its affiliated companies
for referring investors to the Portfolio.

HOW SHARE PRICES ARE DETERMINED

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<PAGE>
To determine how much each share is worth, we add up the total market value
of all the securities in the Portfolio plus cash and other assets, deduct
liabilities and then divide by the total number of shares outstanding.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

Stocks generate income in the form of dividends. The Portfolio will normally
distribute substantially all of its net investment income from its investments,
as well as any interest earned from short-term investments, 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 year 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. 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.

CAPITAL GAINS

Capital gains are another source of appreciation to the Portfolio.
Basically, a capital gain is an increase in the value of a stock or bond.

You can incur capital gains in two ways. First, if the Portfolio buys a
stock or 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. The total is then divided by the
number of shares outstanding. 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.

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. Such dividends and
distributions may be subject to state and local taxes. Redemptions of shares in
the Portfolio are taxable events for Federal income tax purposes. A shareholder
may also be subject to state and local taxes on such redemptions.

16
<PAGE>
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.

FUND MANAGEMENT AND ADMINISTRATION

INVESTMENT ADVISER

The Adviser is a registered investment adviser formed in 1940. Its business
offices are located at 950 Haverford Road in Bryn Mawr, Pennsylvania. The
Adviser is a wholly-owned subsidiary of United Asset Management Corporation
("UAM") and provides and offers investment management and advisory services to
corporations, unions, pensions and profit-sharing plans, trusts, estates and
other institutions and investors. The Adviser currently has over $7 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 monthly as a percentage of
the average net assets in the Portfolio for that month. The percentage fee on an
annual basis is 0.50%.

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.

An Investment Committee at the Adviser is responsible for the day-to-day
management of the Portfolio.

ADMINISTRATOR

Pursuant to a Fund Administration Agreement dated April 15, 1996, which was
approved by the Fund's Trustees, UAM Fund Services, Inc., a wholly-owned
subsidiary of UAM, with its principal office located at 211 Congress Street,
Boston, MA 02110, is responsible for performing and overseeing administration,
fund accounting, dividend disbursing and transfer agency services provided to
the Fund and its Portfolios. The Fund pays UAM Fund Services, Inc. a monthly fee
for its services which on an annual basis equals: 0.19 of 1% of the first $200
million of the aggregate net assets of the Fund; 0.11 of 1% of the next $800
million of the aggregate net assets of the Fund; 0.07 of 1% of the aggregate net
assets in excess of $1 billion but less than $3 billion; and 0.05 of 1% of the
aggregate assets in excess of $3 billion. The fees are allocated among the
Portfolios on the basis of their relative assets and are subject to a graduated
minimum fee schedule per Portfolio of $1,250 per month upon inception of a
Portfolio to $70,000 annually after two years. If a separate class of shares is
added to a Portfolio, the minimum annual fee payable to UAM Fund Services, Inc.
by that Portfolio may be increased by up to $20,000. In addition, each Portfolio
will pay to UAM Fund Services, Inc. a Fund-specific fee of between 0.02% to
0.06% of the aggregate net assets of each Portfolio. The Trustees of the Fund
have also approved a Mutual Funds Service Agreement dated April 15, 1996 between
UAM Funds Services, Inc. and Chase Global Funds Services Company, an affiliate
of The Chase Manhattan Bank, N.A. under which Chase Global Funds Services
Company provides the Fund and its Portfolios with certain services, including,
but not limited to, fund accounting, transfer agency, maintenance of Fund
records, preparation of reports, assistance in the preparation of the Fund's
registration statements and general day-to-day administration of matters related
to the Fund's corporate existence. UAM Fund Services, Inc. pays Chase Global
Funds Services Company a monthly fee for its services form the fees that UAM
Fund Services, Inc. receives from the Fund under its Fund Administration
Agreement. Chase Global Funds Services Company is located at 73 Tremont Street,
Boston, MA 02108-3913. Effective April 1, 1996, The Chase Manhattan Corporation,
the parent of The Chase Manhattan Bank, N.A. merged with and into Chemical
Banking Corporation, the parent company of Chemical Bank. Chemical Banking
Corporation is the surviving corporation and will continue its existence under
the name "The Chase Manhattan Corporation".

DISTRIBUTOR

UAM Fund Distributors, Inc. a wholly-owned subsidiary of United Asset
Management Corporation with its principal office located at 211 Congress Street,
Boston, Massachusetts 02110, distributes the shares of the Fund. Under the
Fund's Distribution Agreement (the "Distribution 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 Distribution Agreement (except as described under "Service and
Distribution

17
<PAGE>
Plans" above) which 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
Distribution 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

The Bank 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.

SUB-ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Chase Global Funds Services Company, 73 Tremont Street, Boston, MA 02108,
acts as sub-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.

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 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 of the Fund 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 or her name on the
books of the Fund. Both Institutional Class and Service Class Shares represent
an interest in the same assets of a Portfolio and are identical in all respects
except that the Service Class Shares bear certain expenses related to
shareholder servicing, and the distribution of such shares and have exclusive
voting rights with respect to matters relating to such distribution
expenditures. Information about the Institutional Class Shares of the Portfolios
along with the fees and expenses associated with such shares is available upon
request by contacting the Fund at 1-800-638-7983. 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.

18
<PAGE>

UAM FUNDS -- SERVICE CLASS SHARES

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

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

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

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

SIRACH CAPITAL MANAGEMENT, INC.

Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

TOM JOHNSON INVESTMENT MANAGEMENT, INC.

TJ Core Equity Portfolio

19
<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 11

PART B

The following Statement of Additional Information is included in this Post-
Effective Amendment No. 11:

- - MJI International Equity Portfolio Institutional Service Class Shares
- - Newbold's Equity Portfolio Institutional Service Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 10 filed on July 1, 1996:

- - IRC Enhanced Index Portfolio Institutional Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 9 filed on May 1, 1996:

- - BHM&S Total Return Bond Portfolio Institutional and Institutional Service
Class Shares

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 8 filed on March 13, 1996:

- - Newbold's Equity Portfolio Institutional Class Shares
- - TJ Core Equity Portfolio Institutional Service Class Shares

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 7 filed on August 28, 1995:

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 4 filed on February 9, 1995:

- - Hanson Equity Portfolio Institutional Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 2 filed on November 25, 1994:

- - Dwight Principal Preservation Portfolio Institutional Class Shares

<PAGE>

PART B

UAM FUNDS TRUST

MJI INTERNATIONAL EQUITY PORTFOLIO

INSTITUTIONAL SERVICE CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

JULY 1, 1996

This Statement is not a Prospectus but should be read in conjunction
with the Prospectus of the UAM Funds Trust (the "UAM Funds" or the "Fund")
for the MJI International Equity Portfolio's Institutional Service Class
Shares ("Service Class Shares") dated July 1, 1996. To obtain a Prospectus,
please call the UAM Funds Service Center:

1-800-638-7983

TABLE OF CONTENTS

Page
----
Investment Objectives and Policies . . . . . . . . . . . 2
Purchase of Shares . . . . . . . . . . . . . . . . . . . 9
Redemption of Shares . . . . . . . . . . . . . . . . . . 9
Shareholder Services . . . . . . . . . . . . . . . . . . 10
Investment Limitations . . . . . . . . . . . . . . . . . 11
Management of the Fund . . . . . . . . . . . . . . . . . 12
Investment Adviser . . . . . . . . . . . . . . . . . . . 14
Service and Distribution Plans . . . . . . . . . . . . . 14
Portfolio Transactions . . . . . . . . . . . . . . . . . 16
Administrative Services. . . . . . . . . . . . . . . . . 17
Performance Calculations . . . . . . . . . . . . . . . . 17
General Information. . . . . . . . . . . . . . . . . . . 20
Federal Taxes. . . . . . . . . . . . . . . . . . . . . . 21
Financial Statements . . . . . . . . . . . . . . . . . . 22

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objective and policies of
the MJI International Equity Portfolio (the "Portfolio") as set forth in the
Portfolio's Prospectus:

SECURITIES LENDING
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. 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 United States Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). 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 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. The Portfolio will continue to
retain any voting rights with respect to the loaned securities, but if a
material event occurs affecting an investment on a loan, the loan must be called
and the securities voted.

HEDGING STRATEGIES
The Portfolio may engage in various portfolio strategies to hedge against
adverse movements in the equity, debt and currency markets. The Portfolio may
buy or sell futures contracts, write (i.e., sell) covered call options on its
portfolio securities, purchase put and call options on securities and engage in
transactions in stock index options and stock index futures, and related options
on such futures. The Portfolio may also enter into forward foreign currency
exchange contracts to hedge against its foreign currency movements. These
portfolio strategies are commonly referred to as derivative investments. Each
of these portfolio strategies is described below. Although certain risks are
involved in options and futures transactions, the Adviser believes that, because
the Portfolio will engage in options and futures transactions only for hedging
purposes, the options and futures portfolio strategies of the Portfolio will not
subject it to the risks frequently associated with the speculative use of
options and futures transactions. While the Portfolio's use of hedging
strategies is intended to reduce the volatility of the net asset value of the
Portfolio shares, the Portfolio's net asset value will fluctuate. There can be
no assurance that the Portfolio's hedging transactions will be effective. Also,
the Portfolio may not necessarily be engaging in hedging activities when
movements in any particular equity, debt or currency market occur.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the Portfolio may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolio may incur costs in connection
with conversions between various currencies. The Portfolio will conduct its
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank market and
are conducted directly between currency traders (usually large commercial banks)
and their

<PAGE>

customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for such trades.

The Portfolio may enter into forward foreign currency exchange contracts in
several circumstances. When the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividends or interest
payments on a security which it holds, the Portfolio may desire to "lock-in" the
U.S. dollar price of the security or the U.S. dollar equivalent of such dividend
or interest payment, as the case may be. By entering into a forward contract
for a fixed amount of dollars, for the purchase or sale of the amount of foreign
currency involved in the underlying transactions, the Portfolio will be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date on which the security is purchased or sold, or on which
the dividend or interest payment is declared, and the date on which such
payments are made or received.

Additionally, when the Portfolio anticipates that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract for a fixed amount of dollars to
sell the amount of foreign currency approximating the value of some or all of
the Portfolio's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved generally will not be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of these securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult and the successful execution of a short-term
hedging strategy is highly uncertain. The Portfolio does not intend to enter
into such forward contracts to protect the value of portfolio securities on a
regular or continuous basis. The Portfolio will not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Portfolio to deliver an amount of foreign
currency in excess of the value of the Portfolio's securities or other assets
denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made with
regard to overall diversification strategies. However, the management of the
Fund believes that it is important to have the flexibility to enter into such
forward contracts when it determines that the best interests of the performance
of the Portfolio will thereby be served. The Fund's Custodian will place cash,
U.S. government securities, or high-grade debt securities into a segregated
account in an amount equal to the value of the Portfolio's total assets
committed to the consummation of forward foreign currency exchange contracts.
If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account on a daily basis so
that the value of the account will be equal to the amount of the Portfolio's
commitments with respect to such contracts.

The Portfolio generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, the Portfolio
may either sell the portfolio security and make delivery of the foreign
currency, or it may retain the security and terminate its contractual obligation
to deliver the foreign currency by purchasing an "offsetting" contract with the
same currency trader obligating it to purchase, on the same maturity date, the
same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly,
it may be necessary for the Portfolio to purchase additional foreign currency on
the spot market (and bear the expense of such purchase) if the market value of
the security is less than the amount of foreign currency that the Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.

If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or loss (as described
below) to the extent that there has been movement in forward contract prices.
Should forward prices decline during the period between the Portfolio entering
into a forward contract for the sale of a foreign currency and the date it
enters into an offsetting contract for the purchase of the foreign currency, the
Portfolio will realize a gain to the extent that the price of the currency it
has agreed to sell exceeds the price of the currency it has agreed to

<PAGE>

purchase. Should forward prices increase, the Portfolio would suffer a loss to
the extent that the price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.

The Portfolio's dealings in forward foreign currency exchange contracts
will be limited to the transactions described above. Of course, the Portfolio
is not required to enter into such transactions with regard to their foreign
currency-denominated securities. It also should be realized that this method of
protecting the value of portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which one can achieve at
some future point in time. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
at the same time, they tend to limit any potential gain which might result
should the value of such currency increase.

FUTURES CONTRACTS
The Portfolio may enter into futures contracts for the purposes of hedging,
remaining fully invested and reducing transactions costs. Futures contracts
provide for the future sale by one party and purchase by another party of a
specified amount of a specific security at a specified future time and at a
specified price. Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges.
Futures exchanges and trading are regulated under the Commodity Exchange Act by
the Commodity Futures Trading Commission ("CFTC"), a U.S. Government agency.

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

Futures traders are required to make a good faith margin deposit in cash or
acceptable securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked
to market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required. Conversely, change in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Portfolio expects to earn
interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators". Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade and use
futures contracts with the expectation of realizing profits from a fluctuation
in interest rates. The Portfolio intends to use futures contracts only for
hedging purposes.

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

<PAGE>

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

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

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

The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely high
degree of leverage involved in futures pricing. As a result, a relatively small
price movement in a futures contract may result in immediate and substantial
loss (as well as gain) to the investor. For example, if at the time of purchase,
10% of the value of the futures contract is deposited as margin, a subsequent
10% decrease in the value of the futures contract would result in a total loss
of the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit if the contract were closed out. Thus, a
purchase or sale of a futures contract may result in excess of the amount
invested in the contract. However, because the futures strategies of the
Portfolio are engaged in only for hedging purposes, the Adviser does not believe
that the Portfolio is subject to the risks of loss frequently associated with
futures transactions. The Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
financial instrument and sold it after the decline.

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

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

<PAGE>

the value of the option purchased. Depending on the pricing of the option
compared to either the futures contract on which it is based or the price of the
securities being hedged, an option may or may not be less risky than ownership
of the futures contract or such securities. In general, the market prices of
options can be expected to be more volatile than the market prices on the
underlying futures contract or securities.

WRITING COVERED CALL OPTIONS
The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater return than would be realized on
securities alone. By writing covered call options, the Portfolio gives up the
opportunity, while the option is in effect, to profit from any price increase in
the underlying security above the option exercise price. In addition, the
Portfolio's ability to sell the underlying security will be limited while the
option is in effect unless the Portfolio effects a closing purchase transaction.
A closing purchase transaction cancels out the Portfolio's position as the
writer of an option by means of an offsetting purchase of an identical option
prior to the expiration of the option it has written. Covered call options
serve as a partial hedge against the price of the underlying security declining.
The Portfolio writes only covered options, which means that so long as the
Portfolio is obligated as the writer of the option it will, in a segregated
account with its custodian, maintain cash, U.S. government securities or other
high grade liquid debt securities denominated in U.S. dollars with a value equal
to or greater than the exercise price of the underlying securities.

PURCHASING OPTIONS
The amount of any appreciation in the value of the underlying security
subject to a put will be partially offset by the amount of the premium paid for
the put option and any related transaction costs. Prior to its expiration, a
put option may be sold in a closing sale transaction and profit or loss from a
sale will depend on whether the amount received is more or less than the premium
paid for the put option plus the related transaction costs. A closing sale
transaction cancels out the Portfolio's position as purchaser of an option by
means of an offsetting sale of an identical option prior to the expiration of
the option it has purchased. In certain circumstances, the Portfolio may
purchase call options on securities held in its investment portfolio on which it
has written call options or on securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES
The Portfolio may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against
such diminutions in the value of portfolio securities, the Portfolio may
purchase put options on the foreign currency. If the value of the currency does
decline, the Portfolio will have the right to sell such currency for a fixed
amount in dollars and will thereby offset, in whole or in part, the adverse
effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Portfolio may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to the Portfolio deriving from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, the Portfolio could sustain losses
on transactions in foreign currency options which would require it to forego a
portion or all of the benefits of advantageous changes in such rates.

The Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, where the Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the anticipated decline
occurs, the option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the premium
received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the

<PAGE>

premium. As in the case of other types of options, however, the writing of a
foreign currency option will constitute only a partial hedge up to the amount of
the premium, and only if rates move in the expected direction. If this does not
occur, the option may be exercised and the Portfolio would be required to
purchase or sell the underlying currency at a loss which may not be offset by
the amount of the premium. Through the writing of options on foreign
currencies, the Portfolio also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
exchange rates.

The Portfolio intends to write covered call options on foreign currencies.
A call option written on a foreign currency by the Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by the Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Portfolio has a
call on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash,
U.S. government securities or other high grade liquid debt securities in a
segregated account with the Custodian.

The Portfolio also intends to write call options on foreign currencies that
are not covered for cross-hedging purposes. A call option on a foreign currency
is for cross-hedging purposes if it is not covered but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the
Portfolio owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the exchange rate.
In such circumstances, the Portfolio will collateralize the option by
maintaining in a segregated account with the Custodian, cash or U.S. government
securities or other high grade liquid debt securities in an amount not less than
the value of the underlying foreign currency in U.S. dollars marked to market
daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON FOREIGN
CURRENCIES
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency options) by the Commission. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to the regulation of the Commission. Similarly, options on currencies
may be traded over-the-counter. In an over-the-counter trading environment,
many of the protections afforded to exchange participants will not be available.
For example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchase of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the Commission, as are other securities traded on
such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default.
Furthermore, a liquid secondary market in options traded on a national
securities exchange may be more readily available than in the over-the-counter
market, potentially permitting the Portfolio to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the event of
adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effect of other
political and economic events. In addition, exchange-traded options of foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable

<PAGE>

foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.

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

INTEREST RATE SWAP TRANSACTIONS
The Portfolio may enter into swap contracts which are also commonly
referred to as derivative investments. A swap is an agreement to exchange the
return generated by one instrument for the return generated by another
instrument. The payment streams are calculated by reference to a specific index
and agreed upon notional amount. The term "specified index" includes fixed
interest rates, total return on interest rate indices and fixed income indices,
(as well as amounts derived from arithmetic operations on these indices). For
example, the Portfolio may agree to swap the return generated by a fixed-income
index for the return generated by a second fixed-income index.

The Portfolio will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Portfolio receiving or paying, as the case
may be, only the net amount of the two payments. The Portfolio's obligations
under a swap agreement will be accrued daily (offsetting against any amounts
owing to the Portfolio) and any accrued but unpaid net amounts owed to a swap
counterparty will be covered by the maintenance of a segregated account
consisting of cash, U.S. government securities, or high grade debt obligations,
to avoid any potential leveraging of the Portfolio. Since swaps will be entered
into for good faith hedging purposes, the Adviser and the Fund believe such
obligations do not constitute "senior securities" under the 1940 Act and,
accordingly, will not treat them as being subject to its borrowing restrictions.

Interest rate swaps do not involve the delivery of securities, other
underlying assets, or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the
Portfolio is contractually obligated to make. If the other party to the
interest rate swap defaults, the Portfolio's risk of loss consists of the net
amount of interest payments that the Portfolio is contractually entitled to
receive. If there is a default by the counterparty, the Portfolio may have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid.

PURCHASE OF SHARES

Both classes of shares of the Portfolio may be purchased without sales
commission at the net asset value per share next determined after an order is
received in proper form by the Fund, and payment is received by the Fund's
custodian. The minimum initial investment for the Portfolio is $2,500.
Certain exceptions to the minimums may be determined from time to time by the
Officers of the Fund. An order received in proper form prior to the 4:00 p.m.
close of the New York Stock Exchange (the "Exchange") will be executed at the
price computed on the date of receipt; and an order received not in proper form
or after the 4:00 p.m. close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Independence Day, Labor Day,
Thanksgiving Day, Christmas Day, New Year's Day, Presidents' Day, Good
Friday, and Memorial Day.

<PAGE>

reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of the Portfolio's shares.

The Adviser may compensate affiliated broker-dealer subsidiaries of United
Asset Management Corporation, out of its profits, for referring investors to the
Portfolio and, in certain instances, furnishing information liaison services
with respect to such investors. Such compensation would be based upon the
advisory fees payable (without regard to any expense limitation in effect at the
time) in respect of assets attributable to the referral. If liaison services
are included, the rate would be up to 25% in the first year and up to 15% each
year thereafter; otherwise, the rate would be up to 30% in the first year, 20%
for the second year and 10% for each remaining year up to a total of 5 years.

REDEMPTION OF SHARES

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

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

SIGNATURE GUARANTEES
To protect your account, the Fund and Chase Global Funds Services Company
(the "Sub-Administrator") from fraud, signature guarantees are required for
certain redemptions. Signature guarantees are required for (1) redemptions
where the proceeds are to be sent to someone other than the registered
shareowner(s) or the registered address or (2) share transfer requests. The
purpose of signature guarantees is to verify the identity of the party who
has authorized a redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institution
is available from the Sub-Administrator. Broker-dealers guaranteeing
signatures must be a member of a clearing corporation or maintain net capital
of at least $100,000. Credit unions must be authorized to issue signature
guarantees. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.

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

SHAREHOLDER SERVICES

The following supplements the information set forth in the Portfolio's
Prospectus under the heading "BUYING, SELLING AND EXCHANGING SHARES":

<PAGE>

EXCHANGE PRIVILEGE
Service Class Shares of the Portfolio may be exchanged for any other
Service Class Shares of a Portfolio included in the UAM Funds which is comprised
of the Fund and UAM Funds, Inc. (See the list of Portfolios of the UAM Funds -
Service Class Shares at the end of the Portfolio's Prospectus.) Exchange
requests should be made by calling the Fund (1-800-638-7983) or by writing to
UAM Funds Trust, UAM Funds Service Center, c/o Chase Global Funds Services
Company, P.O. Box 2798, Boston, MA 02208-2798. The exchange privilege is only
available with respect to Portfolios that are registered for sale in the
shareholder's state of residence.

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

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after this time will be processed
on the next business day. Neither the Fund nor the Sub-Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Fund's Board of Trustees
to assure that such exchanges do not disadvantage the Fund and its shareholders.

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

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

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the Prospectus.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of the Portfolio's acquisition of such
security or other asset. Accordingly, any later increase or decrease resulting
from a change in values, net assets or other circumstances will not be
considered when determining whether the investment complies with the Portfolio's
investment limitations. Investment limitations (1), (2), (3) and (4) are
classified as fundamental. The Portfolio's fundamental investment limitations
cannot be changed without approval by a "majority of the outstanding shares" (as
defined in the 1940 Act) of the Portfolio. The Portfolio will not:

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

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

<PAGE>

(3) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and (ii) by lending its portfolio securities
to banks, brokers, dealers and other financial institutions so long as
such loans are not inconsistent with the 1940 Act, or the rules and
regulations or interpretations of the Commission thereunder;

(4) underwrite the securities of other issuers;

(5) invest in stock or bond futures and/or options on futures unless (i)
not more than 5% of the Portfolio's assets are required as deposit to
secure obligations under such futures and/or options on futures
contracts provided, however, that in the case of an option that is in-
the-money at the time of purchase, the in-the-money amount may be
excluded in computing such 5% and (ii) not more than 20% of the
Portfolio's assets are invested in stock or bond futures and options;

(6) purchase on margin or sell short except as specified in (5) above;

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

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

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

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

(11) invest in warrants, valued at the lower of cost or market, in excess
of 5.0% of the value of the Portfolio's net assets. Included within
that amount, but not to exceed 2.0% of the value of the Portfolio's
net assets, may be warrants that are not listed on the New York or
American Stock Exchanges. Warrants attached to securities are not
subject to this limitation.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS
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. As of May 31, 1996, the Trustees and
Officers of the Fund owned less than 1% of the Fund's outstanding shares. The
following is a list of the Trustees and Officers of the Fund and a brief
statement of their present positions and principal occupations during the
past five years.

MARY RUDIE BARNEBY* Trustee and Executive Vice President of
1133 Avenue of the the Fund; President of Regis Retirement
Americas Plan Services since 1993; Former
New York, NY 10036 President of UAM Fund Distributors,
Age 43 Inc.; Formerly responsible for Defined
Contribution Plan Services at a
division of the Equitable Companies,
Dreyfus Corporation and Merrill Lynch.

JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam
College Road - RFD 3 Investment Management Company, Inc. and
Meredith, NH 03253 Great Island Investment Company, Inc.;
Age 67 President of Bennett Management Company
from 1988 to 1993.

J. EDWARD DAY Trustee of the Fund; Retired Partner in
5804 Brookside Drive the Washington office of the law firm
Chevy Chase, MD Squire, Sanders & Dempsey; Director,
20815 Medical Mutual Liability Insurance
Age 81 Society of Maryland; Formerly, Chairman
of The Montgomery County, Maryland,
Revenue Authority.

<PAGE>

PHILIP D. ENGLISH Trustee of the Fund; President and
16 West Madison Chief Executive Officer of Broventure
Street Company, Inc.; Chairman of the Board of Chektec
Baltimore, MD 21201 Corporation and Cyber Scientific, Inc.
Age 47

WILLIAM A. HUMENUK Trustee of the Fund; Partner in the
4000 Bell Atlantic Philadelphia office of the law firm
Tower Dechert Price & Rhoads; Director,
1717 Arch Street Hofler Corp.
Philadelphia, PA
191903
Age 54

NORTON H. REAMER* Trustee, President and Chairman of the
One International Fund; President, Chief Executive
Place Officer and Director of United Asset
Boston, MA 02110 Management Corporation; Director,
Age 60 Partner or Trustee of each of the
Investment Companies of the Eaton Vance
Group of Mutual Funds.

PETER M. WHITMAN, JR.* Trustee of the Fund; President and
One Financial Center Chief Investment Officer of Dewey
Boston, MA 02111 Square Investors Corporation ("DSI")
Age 52 since 1988; Director and Chief
Executive Officer of H.T. Investors,
Inc., formerly a subsidiary of DSI.

WILLIAM H. PARK* Vice President and Assistant Treasurer
One International of the Fund; Executive Vice President
Place and Chief Financial Officer of United
Boston, MA 02110 Asset Management Corporation.
Age 49

GARY L. FRENCH* Treasurer of the Fund; President and Chief Executive
211 Congress Street Officer of UAM Fund Services, Inc; formerly Vice
Boston, MA 02110 President-Operations Development and Control of
Age Fidelity Investment Institutional Services from
February 1995 to August 1995; Treasurer of the
Fidelity Group of Funds from 1991 to February 1995.

MICHAEL E. DEFAO* Secretary of the Fund, Vice President and General
211 Congress Street Counsel to UAM Fund Services, Inc., formerly an
Boston, MA 02110 Associate of Ropes & Gray (a law firm) from 1993
Age to February 1995.

ROBERT R. FLAHERTY* Assistant Treasurer of the Fund; Senior Manager
73 Tremont Street of Fund Administration and Compliance of
Boston, MA 02108 the Sub-Administrator since March 1995;
Age 32 Formerly Senior Manager of Deloitte &
Touche LLP from 1985 to 1995.

KARL O. HARTMANN* Assistant Secretary of the Fund; Senior
73 Tremont Street Vice President and General Counsel of
Boston, MA 02108 Administrator; Formerly Senior Vice President,
Age 41 Secretary and General Counsel of Leland,
O'Brien, Rubinstein Associates, Inc., from
November 1990 to November 1991.

*These people are deemed to be "interested persons" of the Fund as that term is
defined in the 1940 Act.

REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $4,500 per quarter. In addition each unaffiliated Trustee receives a
$2,000 meeting fee which is aggregated for all the Trustees and allocated
proportionately among the Portfolios of the Fund and UAM Funds as well as AEW
Commercial Mortgage Securities Fund, Inc. and reimbursement for travel and other
expenses incurred while attending Board meetings. Trustees who are also
officers or affiliated persons receive no remuneration for their service as
Trustees. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), or the Administrator and receive no
compensation from the Fund. The following table shows aggregate compensation
paid to each of the Fund's unaffiliated Trustees by the Fund and total
compensation paid by the Fund, UAM Funds and AEW Commercial Mortgage Securities
Fund, Inc. (collectively the "Fund Complex") in the fiscal year ended April 30,
1996.

COMPENSATION TABLE

- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------

<PAGE>

- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex Paid to
Position From Registrant Fund Expenses Retirement Trustees
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.,
Trustee $3,397 0 0 $29,600

J. Edward Day,
Trustee $3,397 0 0 $29,600

Philip D. English,
Trustee $3,397 0 0 $29,600

William A. Humenuk,
Trustee $3,397 0 0 $29,600

</TABLE>

<PAGE>

PRINCIPAL HOLDERS OF SECURITIES
As of May 31, 1996, the following persons or organizations held of record
or beneficially 5% or more of the shares of the Portfolio, as noted:

Veco International, Inc. 401(k) Savings Plan, Anchorage, AK, 45.1%; Investment
Trust Company, Custodian for NBZ Inc./UAM Profit Sharing Plan, Denver, CO,
6.2%*, Triad Energy Corporation, Trustee for Triad Energy 401(k) Plan & Trust,
Houston, TX, 5.1%* and Foster, SAAD & Co., Ltd., Columbia, SC, 5.0%*.

INVESTMENT ADVISER

CONTROL OF ADVISER
Murray Johnstone International Ltd. (the "Adviser"), through its parent,
UAM UK Holdings, is a wholly-owned subsidiary of UAM, a holding company
incorporated in Delaware in December 1980 for the purpose of acquiring and
owning firms engaged primarily in institutional investment management. Since
its first acquisition in August 1983, UAM has acquired or organized
approximately 45 such wholly-owned affiliated firms (the "UAM Affiliated
Firms"). UAM believes that permitting UAM Affiliated Firms to retain control
over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to meet
the particular needs of their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each of
them. Several UAM Affiliated Firms also act as investment advisers to separate
series or Portfolios of UAM Funds, a registered investment company.

PHILOSOPHY AND STYLE
Key to the Adviser's investment philosophy is a value orientation for
country, currency and stock selection. The Adviser's management structure
centers around regional research teams which are specialized by geography.
The individuals within each team are responsible for conducting research
within each region as well as identifying particular stocks for possible
inclusion within portfolios. On-site, fundamental research is a primary
component of the evaluation process.

REPRESENTATIVE INSTITUTIONAL CLIENTS
As of the date of this Statement of Additional Information, the
Adviser's representative institutional clients included: Siemens, Levitz,
Nebraska Public Power, United Methodist and Franciscan Sisters.

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

ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreements, the Portfolio pays the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rates to
the Portfolio's average daily net assets for the month:

<TABLE>
<S> <C>
MJI International Equity Portfolio. . . . . . . 0.75%
</TABLE>

For the period from September 16, 1994 (date of commencement) to April 30,
1995, and for the fiscal year ended April 30, 1996, the MJI International Equity
Portfolio paid advisory fees of $0 and $0. The Adviser voluntarily waived
advisory fees of $10,000 for the period ended April 30, 1995 and $54,000 for the
fiscal year ended April 30, 1996. The Adviser had voluntarily agreed to waive
its advisory fees or assume expenses, if necessary, in order to keep the
Portfolio's total annual operating expenses from exceeding 1.00% through June
30, 1995. Effective July 1, 1995 until further notice, the Adviser has
voluntarily agreed to reimburse the Portfolio, if necessary, in order to keep
its total annual operating expenses from exceeding 1.50%.

SERVICE AND DISTRIBUTION PLANS

As stated in the Portfolio's Service Class Shares Prospectus, UAM Funds
Distributors, Inc. may enter into agreements with broker-dealers and other
financial institutions ("Service Agents"), pursuant to which they will
provide administrative support services to Service Class shareholders who are
their customers ("Customers") in consideration of such Fund's payment of 0.25%
(on an annualized basis) of the average daily net asset value of the Service
Class Shares held by the Service Agent for the benefit of its Customers.
Such services include:

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

<PAGE>

(a) acting as the sole shareholder of record and nominee for beneficial
owners;

(b) maintaining account records for such beneficial owners of the Fund's
shares;

(d) answering questions and handling correspondence from shareholders
about their accounts;

(e) processing shareholder orders to purchase, redeem and exchange shares;

(f) handling the transmission of funds representing the purchase price or
redemption proceeds;

(g) issuing confirmations for transactions in the Fund's shares by
shareholders;

(h) distributing current copies of prospectuses, statements of additional
information and shareholder reports;

(i) assisting customers in completing application forms, selecting
dividend and other account options and opening any necessary custody
accounts;

(j) providing account maintenance and accounting support for all
transactions; and

(k) performing such additional shareholder services as may be agreed upon
by the Fund and the Service Agent, provided that any such
additional shareholder service must constitute a permissible non-
banking activity in accordance with the then current regulations of,
and interpretations thereof by, the Board of Governors of the Federal
Reserve System, if applicable.

Each agreement with a Service Agent is governed by a shareholder
Service Plan (the "Service Plan") that has been adopted by the Fund's Board of
Trustees. Pursuant to the Service Plan, the Board of Trustees reviews, at least
quarterly, a written report of the amounts expended under each agreement with
Service Agents and the purposes for which the expenditures were made. In
addition, arrangements with Service Agents must be approved annually by a
majority of the Fund's trustees, including a majority of the trustees who are
not "interested persons" of the company as defined in the 1940 Act and have no
direct or indirect financial interest in such arrangements.

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

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

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

<PAGE>

Service Class Shares may make payments directly to other unaffiliated parties,
who either aid in the distribution of their shares or provide services to the
Class.

The maximum annual aggregate fee payable by the Fund under the Service and
Distribution Plans (the "Plans"), is 0.75% of the Service Class Shares' average
daily net assets for the year. The Fund's Board of Trustees may reduce this
amount at any time. Although the maximum fee payable under the 12b-1 Plan
relating to the Service Class Shares is 0.75% of average daily net assets of
such class, the Board of Trustees has determined that the annual fee, payable on
a monthly basis, under the Plans relating to the Service Class Shares, currently
cannot exceed .50% of the average daily net assets represented by the Service
Class. While the current fee which will be payable under the Service Plan and
Distribution Plan has been set at .25%, the Plan permits a full 0.75% on all
assets to be paid at any time following appropriate Board approval.

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

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

Each year the trustees must determine whether continuation of the Plans is
in the best interest of the shareholders of Service Class Shares and that there
is a reasonable likelihood of the Plans providing a benefit to the Class. The
Plans, the Distribution Agreement and the related agreements with any broker-
dealer or others relating to a Class may be terminated at any time without
penalty by a majority of those trustees who are not "interested persons" or by a
majority vote of the outstanding voting securities of the Class. Any amendment
materially increasing the maximum percentage payable under the Plans must
likewise be approved by a majority vote of the relevant Class' outstanding
voting securities, as well as by a majority vote of those trustees who are not
"interested persons." Also, any other material amendment to the Plans must be
approved by a majority vote of the trustees including a majority of the trustees
of the Fund having no interest in the Plans. In addition, in order for the
Plans to remain effective, the selection and nomination of trustees who are not
"interested persons" of the Fund must be effected by the trustees who themselves
are not "interested persons" and who have no direct or indirect financial
interest in the Plans. Persons authorized to make payments under the Plans must
provide written reports at least quarterly to the Board of Trustees for their
review. The NASD has adopted amendments to its Rules of Fair Practice relating
to investment company sales charges. The Fund and the Distributor intend to
operate in compliance with these rules.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreement authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio.
The Adviser may, however, consistent with the interests of the Portfolio, select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio. Information and research received from such brokers
will be in addition to, and not in lieu of, the services required to be
performed by the Adviser under the Investment Advisory Agreement. A commission
paid to such brokers may be higher than that which another qualified broker
would have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of 1934, as
amended, and that the Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser to the Portfolio and the Adviser's other clients.

<PAGE>

It is not the Fund's practice to allocate brokerage or principal business
on the basis of sales of shares which may be made through such 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. During the fiscal year ended April 30, 1996, the
entire Fund paid brokerage commissions of approximately $______.

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

ADMINISTRATIVE SERVICES

As stated in each Prospectus, the Board of Trustees of the Fund approved
a new Fund Administration Agreement between UAM Fund Services, Inc., a wholly
owned subsidiary of UAM, and the Fund. The Fund's Trustees also approved a
Mutual Fund Services Agreement between UAM Fund Services, Inc. and Chase
Global Funds Services Company. The services provided by UAM Fund Services,
Inc. and Chase Global Funds Services Company and the basis of the fees
payable by the Fund under the Fund Administration Agreement are described in
the Portfolio's Prospectus. Prior to April 15, 1996, Chase Global Funds
Services Company or its predecessor, Mutual Funds Service Company, provided
certain administrative services to the Fund. During the fiscal year ended
April 30, 1995, administrative services fees paid by the Portfolio totaled
approximately $26,000. For the Fund's fiscal years ended 1995 and 1996, the
Fund paid Chase Global Funds Services Company, or its predecessor, Mutual
Funds Services Company, a monthly fee for its services which on an annualized
basis equaled 0.20 of 1% of the first $200 million of the aggregate net
assets of the Fund; 0.12 of 1% of the next $800 million of the aggregate net
assets of the Fund; 0.08 of 1% of the aggregate net assets in excess of $1
billion but less than $3 billion; and 0.06 of 1% of the aggregate net assets
in excess of $3 billion the fees were allocated among the Portfolios on the
basis of their relative assets and were subject to a graduated minimum fee
schedule per Portfolio, which were from $2,000 per month upon inception of a
Portfolio to $70,000 annually after two years.

Administrative fees paid to Chase Global Funds Services Company and UAM
Fund Services, Inc. for the fiscal year ended April 30, 1996 totaled
approximately $70,000 and $3,000, respectively. The services provided by the
Administrator and the current fees payable to the Administrator are described
in the Portfolio's Prospectus.

PERFORMANCE CALCULATIONS

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

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

This figure is obtained using the following formula:
6
Yield=2[(a-b+1) -1]
---
cd

where:

a = dividends and interest earned during the period

<PAGE>

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

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

Average annual total return figures are calculated according to the
following formula:

P(1+T)=ERV

where:

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

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

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

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

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

(d) Salomon Brothers World Government Bond Index - The Salomon World Government
Bond Index is designed to provide a comprehensive measure of total return
performance of the domestic government bond market of thirteen countries.
The index has been constructed with the aim of choosing an "all inclusive"
universe of institutionally traded fixed-rate bonds. The selection of
security types to be included in the index is made with the aim of being as
comprehensive as possible, while satisfying the criterion of reasonable
availability to domestic and international institutions and the existence
of complete pricing and market profile data.

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

(p) Composite Indices - 60% Standard & Poor's 500 Stock Index, 30% Lehman
Brothers LONG-TERM Treasury Bond and 10% U.S. Treasury Bills; 70% Standard
& Poor's 500 Stock Index and 30% NASDAQ Industrial Index; 35% Standard &
Poors 500 Stock Index and 65% Salomon Brothers High Grade Bond Index; all
stocks on the NASDAQ system exclusive of those traded on an exchange, and
65% Standard & Poor's 500 Stock Index and 35% Salomon Brothers High Grade
Bond Index.

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

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

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

<PAGE>

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

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

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

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

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name "The Regis Fund II," as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust." The Fund's principal executive office is located
at One International Place, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. The
Fund's 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.

On each matter submitted to a vote of the Shareholders, each holder of a
Share shall be entitled to one vote for each whole Share and a fractional vote
for each fractional Share standing in his or her name on the books of the Trust.

In the event of liquidation of the Trust, the holders of the Shares of each
Portfolio or any class thereof that has been established and designated shall be
entitled to receive, when and as declared by the Trustees, the excess of the
assets belonging to that Portfolio, or in the case of a class, belonging to that
Portfolio and allocable to that class, over the liabilities belonging to that
Portfolio or class. The assets so distributable to the holders of Shares of any
particular Portfolio or class thereof shall be distributed to the holders in
proportion to the number of Shares of that Portfolio or class thereof held by
them and recorded on the books of the Trust. The liquidation of any Portfolio
or class thereof may be authorized at any time by vote of a majority of the
Trustees then in office.

Shareholders have no pre-emptive or other rights to subscribe to any
additional Shares or other securities issued by the Trust or any Portfolio,
except as the Trustees in their sole discretion shall have determined by vote.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of each Portfolio's
net investment income, if any, together with any net realized capital gains
annually in the amount and at the times that will avoid both income (including
capital gains) taxes incurred on it and the imposition of the Federal excise tax
on undistributed income and capital gains. The amounts of any income dividends
or capital gains distributions cannot be predicted. See the discussion under
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" in the Prospectus.

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

<PAGE>

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

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

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

FEDERAL TAXES

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

Except for transactions the Portfolio has identified as hedging
transactions, in general each Portfolio is required for Federal income tax
purposes to recognize as income for each taxable year its net unrealized gains
and losses on some forward currency and some futures contracts as of the end of
each taxable year as well as those actually realized during the year. In most
cases, any such gain or loss recognized with respect to a regulated futures
contract is considered to be 60% long-term capital gain or loss and 40% short-
term capital gain or loss without regard to the holding period of the contract.
Recognized gain or loss attributable to a foreign currency forward contract is
treated as 100% ordinary income. Furthermore, foreign currency futures
contracts which are intended to hedge against a change in the value of
securities held by the Portfolio may affect the holding period of such
securities and, consequently, the nature of the gain or loss on such securities
upon disposition.

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

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

21
<PAGE>

PART B

UAM FUNDS TRUST

NEWBOLD'S EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

July 1, 1996

This Statement is not a Prospectus but should be read in conjunction with UAM
Funds Trust's Prospectus for the Newbold's Equity Portfolio Institutional
Service Class Shares ("Service Class Shares") dated July 1, 1996. To obtain
the Prospectus, please call UAM Funds Service Center:

1-800-638-7983

Table of Contents

PAGE

Investment Objectives and Policies . . . . . . . . . . . . . 2
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . 5
Redemption of Shares . . . . . . . . . . . . . . . . . . . . 5
Shareholder Services . . . . . . . . . . . . . . . . . . . . 6
Investment Limitations . . . . . . . . . . . . . . . . . . . 6
Management of the Fund . . . . . . . . . . . . . . . . . . . 7
Investment Adviser . . . . . . . . . . . . . . . . . . . . . 9
Service and Distribution Plans . . . . . . . . . . . . . . . 10
Portfolio Transactions . . . . . . . . . . . . . . . . . . . 11
Administrative Services. . . . . . . . . . . . . . . . . . . 12
Performance Calculations . . . . . . . . . . . . . . . . . . 12
General Information. . . . . . . . . . . . . . . . . . . . . 15
Appendix - Description of Securities and Ratings . . . . . . A-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objective and policies of
the Newbold's Equity Portfolio (the "Portfolio") as set forth in the Prospectus
for the Portfolio's Service Class Shares:

HEDGING STRATEGIES
The Portfolio may engage in various portfolio strategies to hedge against
adverse movements in the equity markets. The Portfolio may buy or sell futures
contracts, write (i.e., sell) covered call options on its portfolio securities,
purchase put and call options on securities and engage in transactions in
related options on such futures. Each of these portfolio strategies is
described below. Although certain risks are involved in options and futures
transactions, the Adviser believes that, because the Portfolio will engage in
options and futures transactions only for hedging purposes, the options and
futures portfolio strategies of the Portfolio will not subject it to the risks
frequently associated with the speculative use of options and futures
transactions. While the Portfolio's use of hedging strategies is intended to
reduce the volatility of the net asset value of the Portfolio shares, the
Portfolio's net asset value will fluctuate. There can be no assurance that the
Portfolio's hedging transactions will be effective. Also, the Portfolio may not
necessarily be engaging in hedging activities when movements in any particular
equity market occur.

<PAGE>

the contract (delivery or acceptance of the underlying security) if it is not
terminated prior to the specified delivery date. Minimal initial margin
requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin that
may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked
to market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required. Conversely, change in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Portfolio expects to earn
interest income on its margin deposits.

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

The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely high
degree of leverage involved in futures pricing. As a result, a relatively small
price movement in a futures contract may result in immediate and substantial
loss (as well as gain) to the investor. For example, if at the time of
purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in excess of the
amount invested in the contract. However, because the futures strategies of the
Portfolio are engaged in only for hedging purposes, the Adviser does not believe
that the Portfolio is subject to the risks of loss frequently associated with
futures transactions. The Portfolio

<PAGE>

would presumably have sustained comparable losses if, instead of the futures
contract, it had invested in the underlying financial instrument and sold it
after the decline.

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

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

OPTIONS
The Portfolio may purchase and sell put and call options on securities and
futures contracts for hedging purposes. Investments in options involve some of
the same considerations that are involved in connection with investments in
futures contracts (e.g., the existence of a liquid secondary market). In
addition, the purchase of an option also entails the risk that changes in the
value of the underlying security or contract will not be fully reflected in the
value of the option purchased. Depending on the pricing of the option compared
to either the futures contract on which it is based or the price of the
securities being hedged, an option may or may not be less risky than ownership
of the futures contract or such securities. In general, the market prices of
options can be expected to be more volatile than the market prices on the
underlying futures contract or securities.

PURCHASING OPTIONS
The amount of any appreciation in the value of the underlying security
subject to a put will be partially offset by the amount of the premium paid for
the put option and any related transaction costs. Prior to its expiration, a put
option may be sold in a closing sale transaction and profit or loss from a sale
will depend on whether the amount received is more or less than the premium paid
for the put option plus the related transaction costs. A closing sale
transaction cancels out the Portfolio's position as purchaser of an option by
means of an offsetting sale of an identical option prior to the expiration of
the option it has purchased. In certain circumstances, the Portfolio may
purchase call options on securities held in its investment portfolio on which it
has written call options or on securities which it intends to purchase.

<PAGE>

PURCHASE OF SHARES

Shares of the Portfolio may be purchased without sales commission at the
net asset value per share next determined after an order is received in
proper form by the Fund, and payment is received by the Fund's custodian.
The minimum initial investment required for the Portfolio is $2,500 with
certain exceptions as may be determined from time to time by the officers of
the Fund. An order received in proper form prior to the 4:00 p.m. close of
the New York Stock Exchange (the "Exchange") will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the 4:00 p.m. close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Independence Day, Labor Day,
Thanksgiving Day, Christmas Day, New Year's Day, Presidents' Day, Good
Friday and Memorial Day.

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

REDEMPTION OF SHARES

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

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

SIGNATURE GUARANTEES

To protect your account, the Fund and Chase Global Funds Services
Company (the "Transfer Agent") from fraud, signature guarantees are required
for certain redemptions. Signature guarantees are required for (1)
redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s) or the registered address or (2) share transfer
requests. The purpose of signature guarantees is to verify the identity of
the party who has authorized a redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institution
is available from the Transfer Agent. Broker-dealers guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.

<PAGE>

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Prospectus for the Portfolio's Service Class Shares:

EXCHANGE PRIVILEGE

Service Class Shares of the Newbold's Equity Portfolio may be exchanged
for any other Service Class Shares of a Portfolio included within the UAM
Funds which is comprised of the Fund and UAM Funds, Inc. (See the list of
Portfolios of the UAM Funds - Service Class Shares at the end of the
Prospectus.) Exchange requests should be made by calling the Fund
(1-800-638-7983) or by writing to UAM Funds, UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798.
The exchange privilege is only available with respect to Portfolios that are
registered for sale in the shareholder's state of residence.

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

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency, and to other restrictions established by the Board of Trustees to
assure that such exchanges do not disadvantage the Fund and its shareholders.

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

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

INVESTMENT LIMITATIONS

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

<PAGE>

are not inconsistent with the 1940 Act or the rules and regulations or
interpretations of the Commission thereunder;

(4) underwrite the securities of other issuers;

(5) invest in futures and/or options on futures unless (i) not more than
5% of the Portfolio's assets are required as deposit to secure
obligations under such futures and/or options on futures contracts
provided, however, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount may be excluded in
computing such 5% and (ii) not more than 20% of the Portfolio's assets
are invested in futures and options;

(6) purchase on margin or sell short except as specified in (5) above;

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

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

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

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

(11) investment in warrants, valued at the lower of cost or market,
exceeding 5.0% of the value of the Portfolio's net assets. Included
within that amount, but not to exceed 2.0% of the value of the
Portfolio's net assets, may be warrants which are not listed on the
New York or American Stock Exchanges. Warrants acquired by the
Portfolio in units or attached to securities may be deemed to be
without value.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

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. As of May 31, 1996, the Trustees and
Officers of the Fund owned less than 1% of the Fund's outstanding shares. The
following is a list of the Trustees and Officers of the Fund and a brief
statement of their present positions and principal occupations during the past
five years:

MARY RUDIE BARNEBY* Trustee and Executive Vice President of the
1133 Avenue of the Fund; President of Regis Retirement Plan
Americas Services since 1993; Former President of UAM
New York, NY 10036 Fund Distributors, Inc.; Formerly responsible
Age 43 for Defined Contribution Plan Services at a
division of the Equitable Companies, Dreyfus
Corporation and Merrill Lynch.

JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam
College Road - RFD 3 Investment Management Company, Inc. and Great
Meredith, NH 03253 Island Investment Company, Inc.; President of
Age 67 Bennett Management Company from 1988 to 1993.

J. EDWARD DAY Trustee of the Fund; Retired Partner in the
5804 Brookside Drive Washington office of the law firm Squire,
Chevy Chase, MD 20815 Sanders & Dempsey; Director, Medical Mutual
Age 61 Liability Insurance Society of Maryland;
formerly, Chairman of The Montgomery County,
Maryland, Revenue Authority.

*This person is deemed to be an "interested person" of the Fund as that term
is defined in the 1940 Act.

<PAGE>

PHILIP D. ENGLISH Trustee of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company,
Baltimore, MD 21201 Inc.; Chairman of the Board of Chektec
Age 47 Corporation and Cyber Scientific, Inc.

WILLIAM A. HUMENUK Trustee of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm Dechert
1717 Arch Street Price & Rhoads; Director, Hofler Corp.
Philadelphia, PA 19103
Age 54

NORTON H. REAMER* Trustee, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and a
Boston, MA 02110 Director of United Asset Management
Age 60 Corporation; Director, Partner or Trustee of
each of the Investment Companies of the Eaton
Vance Group of Mutual Funds.

PETER M. WHITMAN, Jr.* Trustee of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square Investors
Boston, MA 02111 Corporation ("DSI") since 1988; Director and
Age 52 Chief Executive Officer of H. T. Investors,
Inc., formerly a subsidiary of DSI.

WILLIAM H. PARK* Vice President of the Fund; Executive Vice
One International Place President and Chief Financial Officer of
Boston, MA 02110 United Asset Management Corporation.
Age 49

GARY L. FRENCH* Treasurer of the Fund; President and Chief
211 Congress Street Executive Officer of UAM Fund Services, Inc.;
Boston, MA 02110 formerly Vice President-Operations Development
Age and Control of Fidelity Investment Institutional
Services from February 1995 to August 1995;
Treasurer of the Fidelity Group of Funds from
1991 to February 1995.

ROBERT R. FLAHERTY* Assistant Treasurer of the Fund; Second Vice
73 Tremont Street President and Senior Manager of Fund
Boston, MA 02108 Administration and Compliance of the
Age 32 Administrator since March 1995; formerly
Senior Manager of Deloitte & Touche LLP from
1985 to 1995.

KARL O. HARTMANN* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President, Secretary and General Counsel of
Boston, MA 02108 Administrator; formerly Senior Vice President,
Age 41 Secretary and General Counsel of Leland, O'Brien,
Rubinstein Associates, Inc. from November 1990 to
November 1991.

*These persons are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act.

REMUNERATION OF TRUSTEES AND OFFICERS

The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $1,050 per quarter. In addition, each unaffiliated Trustee
receives a $2,000 meeting fee which is aggregated for all the Trustees and
allocated proportionately among the Portfolios of the Fund, UAM Funds, Inc.
as well as AEW Commercial Mortgage Securities Fund, Inc. and reimbursement
for travel and other expenses incurred while attending Board meetings.
Trustees who are also officers or affiliated persons receive no remuneration
for their service as Trustees. The Fund's officers and employees are paid by
either the Adviser, United Asset Management Corporation ("UAM"), or the
Administrator and receive no compensation from the Fund.

The following table shows aggregate compensation paid to each of the
Fund's unaffiliated Trustees by the Fund and total compensation paid by the
Fund, UAM Funds, Inc. and AEW Commercial Mortgage Securities Fund, Inc.
(collectively the "Fund Complex") in the fiscal year ended April 30, 1996.

<PAGE>

COMPENSATION TABLE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) (2) (3) (4) (5)

Pension or Total
Retirement Compensation
Benefits Estimated from
Aggregate Accrued as Annual Registrant
Compensation Part of Benefits and Fund
Name of Person, From Fund Upon Complex Paid
Position Registrant* Expenses Retirement to Trustees
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
John T. Bennett, Jr.,
Trustee $3,397 0 0 $29,600

J. Edward Day,
Trustee $3,397 0 0 $29,600

Philip D. English,
Trustee $3,397 0 0 $29,600

William A. Humenuk,
Trustee $3,397 0 0 $29,600
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of May 31, 1996, the following persons or organizations held of
record or beneficially 5% or more of the shares of the Portfolio:

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

INVESTMENT ADVISER

CONTROL OF ADVISER
Newbold's Asset Management, Inc. (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to allow
them to continue to provide investment management services that are intended to
meet the particular needs of their respective clients.

ADVISORY FEES
As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolio pays the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rates to
the Portfolio's average daily net assets for the month:

Newbold's Equity Portfolio ...................... 0.50%

<PAGE>

For the fiscal year ended April 30, 1996, the Portfolio paid the Adviser
fees of $0. The Adviser voluntarily waived advisory fees of $36,000 for
the period ended April 30, 1996. The Adviser has voluntarily agreed to waive
its advisory fee or assume expenses, if necessary, in order to keep the
Portfolio's total annual operating expenses from exceeding 0.90% through
January 29, 1998.