UAM FUNDS TRUST, 485BPOS, 1998-06-19

UAM FUNDS TRUST
485BPOS, 1998-06-19

Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 266, 497, 1998-06-19

Next: ITT HARTFORD LIFE & ANNUITY INSUR CO SEPARATE ACCOUNT THREE, 497, 1998-06-19

<PAGE>

MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENTS NO. 19

As filed with the Securities and Exchange Commission on June 19, 1998
Securities Act File No. 33-79858
Investment Company Act of 1940 File No. 811-8544

- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 21 /X/

and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 22 /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

Michael E. DeFao, Secretary
UAM Fund Services, Inc.
211 Congress Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
--------------
COPY TO:
Audrey C. Talley, Esq.

Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1435 Chestnut Street
Philadelphia, PA 19103-6933

IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):

[_] Immediately upon filing pursuant to Paragraph (b)

[X] on June 30, 1998 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>

UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE

FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- ----------------------

Item 1. Cover Page............................ Cover Page

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

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

Item 4. General Description of Registrant..... Prospectus Summary; Risk Factors; Investment
Objective; Investment Policies; Other
Investment Policies; Investment Limitations; General
Information

Item 5. Management of the Fund................ Prospectus Summary; Investment Adviser;
Administrative Services; Distributor

Item 5A. Management's Discussion of
Fund Performance...................... Included in Registrant's December 31, 1997
Annual Reports to Shareholders

Item 6. Capital Stock and Other Securities.... Purchase of Shares; Redemption of Shares;
Shareholder Services; Valuation of Shares;
Dividends, Capital Gains Distributions and Taxes

Item 7. Purchase of Securities Being Offered.. Purchase of Shares; Shareholder Services

Item 8. Redemption or Repurchase.............. Redemption of Shares; Shareholder Services

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

<TABLE>
<CAPTION>
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------

Item 10. Cover Page........................... Cover Page

Item 11. Table of Contents.................... Table of Contents

Item 12. General Information and History...... Investment Adviser; General Information

Item 13. Investment Objectives and Policies... Investment Adviser; 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 and Redemption of Shares; Purchase of Shares; Redemption of Shares

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

Item 21. Underwriters......................... Management of the Fund; Distibutor

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

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

PART C
- ------

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

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 21

PART A

The following Prospectuses are included in this Post-Effective Amendment No. 21:

. Heitman/PRA Real Estate Portfolio Institutional Class Shares
. Heitman/PRA Real Estate Portfolio Advisor Class Shares

The following Prospectus is contained in Post-Effective Amendment No. 20 filed
March 26, 1998:

. Hanson Equity Portfolio Institutional Class Shares

The following Prospectus is contained in Post-Effective
Amendment No. 18 filed on January 23, 1998:

. Cambiar Opportunity Portfolio Institutional Class Shares

The following Prospectuses is contained in Post-Effective Amendment No. 16 filed
on July 10, 1997:

. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Chicago Asset Management Intermediate Bond Portfolio Institutional Class
Shares
. Chicago Asset Management Value/Contrarian Portfolio Institutional Class
Shares
. FPA Crescent Portfolio Institutional Class Shares
. FPA Crescent Portfolio Institutional Service Class Shares

. Jacobs International Octagon Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Service Class Shares
. TJ Core Equity Portfolio Institutional Service Class Shares

The following Prospectus is contained in Post-Effective Amendment No. 2 filed on
November 25, 1994:

. Dwight Principal Preservation Portfolio Institutional Class Shares

<PAGE>

UAM Funds

Prospectus
March 2, 1998,
as amended June 30, 1998

Heitman Real Estate Portfolio
Institutional Class Shares
- --------------------------------------------------------------------------------
UAM
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Estimated Fund Expenses.................................................... 2

Prospectus Summary......................................................... 4

Risk Factors............................................................... 5

Financial Highlights....................................................... 6

Investment Objective....................................................... 8

Investment Policies........................................................ 8

Other Investment Policies.................................................. 9

Investment Limitations..................................................... 12

Purchase of Shares......................................................... 13

Redemption of Shares....................................................... 16

Shareholder Services....................................................... 19

Valuation of Shares........................................................ 20

Performance Calculations................................................... 21

Dividends, Capital Gains Distributions and Taxes........................... 22

Investment Adviser......................................................... 23

Administrative Services.................................................... 25

Distributor................................................................ 25

Portfolio Transactions..................................................... 26

General Information........................................................ 26

UAM Funds -- Institutional Class Shares.................................... 29
</TABLE>
<PAGE>

UAM FUNDS HEITMAN REAL ESTATE PORTFOLIO

INSTITUTIONAL CLASS SHARES

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

PROSPECTUS -- MARCH 2, 1998, AS AMENDED JUNE 30, 1998

UAM Funds Trust (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares (known
as "Portfolios"), each of which has different investment objectives and
policies. The Heitman Real Estate Portfolio currently offers two separate
classes of shares: Institutional Class Shares and Advisor Class Shares. Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Advisor Class Shares impose a
distribution fee, a sales load and bear fees payable by the class to financial
institutions for services they provide to the owners of such shares. The
securities offered in this Prospectus are Institutional Class Shares of one
diversified, no-load Portfolio of the Fund managed by Heitman/PRA Securities
Advisors, Inc.

HEITMAN REAL ESTATE PORTFOLIO. Heitman Real Estate Portfolio (the
"Portfolio") seeks high total return consistent with reasonable risk by
investing primarily in equity securities of public companies principally
engaged in the real estate business. Each investment is selected based upon a
determination by the Fund's Adviser that the anticipated total return,
considering both income and potential for capital appreciation, is high
relative to the risk assumed.

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

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the
Securities and Exchange Commission. The SAI is dated March 2, 1998, as
supplemented from time-to-time, and has been incorporated by reference into
this Prospectus. For a free copy of the SAI, contact the UAM Funds Service
Center at 1-800-638-7983.

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

<PAGE>

ESTIMATED FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio's Institutional Class Shares will incur. Transaction fees may be
charged if a broker-dealer or other financial intermediary deals with the Fund
on your behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<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
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<S> <C>
Investment Advisory Fees.............................................. 0.70%+
12b-1 Fees............................................................ NONE
Other Expenses........................................................ 0.09%
Administrative Fees................................................. 0.16%
----
Total Operating Expenses.............................................. 0.95%
====
</TABLE>
- -----------
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee calculated
daily and paid monthly in arrears, at the annual rate of 0.75% of the
Portfolio's first $100 million of average daily net assets plus 0.65% of the
average daily net assets of the Portfolio in excess of $100 million.

The above table shows various fees and expenses an investor would bear
directly or indirectly. The expenses and fees set forth above for the Portfolio
are based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will be
approximately $129 million. The effect of expense offsets on Total Operating
Expenses is excluded.

2
<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman Real Estate Portfolio
Institutional Class Shares.............. $10 $30 $53 $117
</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.

3
<PAGE>

PROSPECTUS SUMMARY

INVESTMENT ADVISER
Heitman/PRA Securities Advisors, Inc. (the "Adviser") is an indirect wholly-
owned subsidiary of United Asset Management Corporation. The Adviser and its
affiliated companies are among the nation's largest institutional real estate
advisers with over 850 real estate professionals in 90 offices throughout the
United States, currently managing $8.7 billion in real estate.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), to investors at net asset value without a sales commission.
Share purchases may be made by sending investments directly to the Fund. The
minimum initial investment is $2,500, except that institutions purchasing
shares of the Portfolio on behalf of accounts maintained by the institution may
aggregate such accounts to satisfy the minimum initial investment requirement.
Subsequent investments will be accepted in any amount. Certain exceptions to the
initial or minimum investment amounts may be permitted by the officers of the
Fund. (See "PURCHASE OF SHARES.")

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

REDEMPTIONS AND EXCHANGES
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.
Shares of the Portfolio may be exchanged for shares of the same class of any
other Portfolio of the UAM Funds. (See "REDEMPTION OF SHARES" and "EXCHANGE
PRIVILEGE.")

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

4
<PAGE>

RISK FACTORS

The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and prospects
of the issuers in which the Portfolio invests. Prospective investors should
consider the following: (1) In general, the Portfolio will not trade for short-
term profits, but when circumstances warrant, investments may be sold without
regard to the length of time held. High rates of portfolio turnover may result
in additional transaction costs and the realization of capital gains. (See
"PORTFOLIO TURNOVER."); (2) In addition, the Portfolio may use various
investment practices, including investing in repurchase agreements and lending
of securities. (See "OTHER INVESTMENT POLICIES."); and (3) Under normal
circumstances, at least 65% of the Portfolio's assets will be invested in the
equity securities of public companies principally engaged in the real estate
industry. Because the Portfolio will be concentrated in this industry, the
Portfolio may be subject to the risks associated with the direct ownership of
real estate. For example, real estate values may fluctuate as a result of
general and local economic conditions, overbuilding and increased competition,
increases in property taxes and operating expenses, changes in zoning laws,
casualty or condemnation losses, regulatory limitations on rents, changes in
neighborhood values, changes in the appeal of properties to tenants, and
increases in interest rates. The value of securities of companies which service
the real estate business sector may also be affected by such risks. Thus, the
value of the Portfolio's shares may change at different rates compared to the
value of shares of a mutual fund with investments in many industries. Because
the Portfolio may invest a substantial portion of its assets in Real Estate
Investment Trusts ("REITs"), the Portfolio may also be subject to certain risks
associated with direct investments in REITs. REITs may be affected by changes in
the value of their underlying properties and by defaults by borrowers or
tenants. Furthermore, REITs are dependent upon specialized management skills,
have limited diversification and are, therefore, subject to risks inherent in
financing a limited number of projects. REITs depend generally on their ability
to generate cash flow to make distributions to shareholders, and certain REITs
have self-liquidation provisions by which mortgages held may be paid in full and
distributions of capital returns may be made at any time. In addition, the
performance of a REIT may be affected by its failure to qualify for tax-free
pass-through of income under the Internal Revenue Code of 1986, as amended (the
"Code") or its failure to maintain exemption from registration under the
Investment Company Act of 1940 (the "1940 Act"). (See "REAL ESTATE INVESTMENT
TRUSTS.")

5
<PAGE>

FINANCIAL HIGHLIGHTS
INSTITUTIONAL CLASS SHARES

Prior to June 30, 1998, the Portfolio operated as a series of Heitman
Securities Trust and operated under the name Heitman Real Estate Fund. On June
30, 1998, after approval by its shareholders, the Heitman Real Estate Fund was
reorganized as part of the UAM Funds Trust and renamed the Heitman Real Estate
Portfolio.

The following table provides selected per share information for a share
outstanding throughout the period presented for the Heitman Real Estate
Portfolio's Institutional Class Shares. The information in this table is derived
from the Portfolio's Financial Statements, which are included in the Portfolio's
1997 Annual Report to Shareholders. The Annual Report is incorporated by
reference into the Portfolio's SAI. The Portfolio's Financial Statements for the
year ended December 31, 1996 and 1997 have been audited by Price Waterhouse LLP.
Their unqualified opinion on the Financial Statements is also incorporated by
reference into the SAI. The Financial Statements for all periods prior to
January 1, 1996 have been audited by other independent accountants. Please read
the following information in conjunction with the Portfolio's 1997 Annual Report
to Shareholders.

6
<PAGE>

<TABLE>
<CAPTION>
INSTITUTIONAL CLASS SHARES
-------------------------------------------------------------------------------------------
FOR THE
FISCAL YEAR FOR THE
ENDED THREE-MONTH
DECEMBER 31, PERIOD ENDED FOR THE FISCAL YEARS ENDED SEPTEMBER 30,
---------------------------- DECEMBER 31, ----------------------------------------------
1997 1996 1995 1994 1994 1993 1992 1991 1990
-------- -------- ------- ------------ -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD............. $ 10.96 $ 8.65 $ 8.30 $ 9.23 $ 10.95 $ 8.29 $ 7.66 $ 6.99 $ 10.25
-------- -------- ------- -------- -------- -------- ------- ------- -------
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
income(a)......... 0.40 0.37 0.33 0.10 0.32 0.40 0.45 0.49 0.64
Net realized and
unrealized gain
(loss) on
investments....... 1.82 2.82 0.53 (0.05) (0.92) 2.67 0.63 0.67 (3.16)
-------- -------- ------- -------- -------- -------- ------- ------- -------
Total from
investment
operations....... 2.22 3.19 0.86 0.05 (0.60) 3.07 1.08 1.16 (2.52)
-------- -------- ------- -------- -------- -------- ------- ------- -------
DISTRIBUTIONS
From net
investment
income(a)......... (0.40) (0.37) (0.33) (0.10) (0.31) (0.41) (0.45) (0.49) (0.64)
In excess of net
investment
income............ (0.05) (0.10) 0.00 0.00 0.00 0.00 0.00 0.00 0.00
From net realized
gain on
investments....... (2.24) (0.41) 0.00 (0.77) (0.67) 0.00 0.00 0.00 (0.10)
From tax return of
capital(b)........ 0.00 0.00 (0.18) (0.11) (0.14) 0.00 0.00 0.00 0.00
-------- -------- ------- -------- -------- -------- ------- ------- -------
Total
distributions.... (2.69) (0.88) (0.51) (0.98) (1.12) (0.41) (0.45) (0.49) (0.74)
-------- -------- ------- -------- -------- -------- ------- ------- -------
NET ASSET VALUE,
END OF PERIOD...... $ 10.49 $ 10.96 $ 8.65 $ 8.30 $ 9.23 $ 10.95 $ 8.29 $ 7.66 $ 6.99
======== ======== ======= ======== ======== ======== ======= ======= =======
TOTAL RETURN 21.12% 38.06% 10.87% 0.65%(c) (5.22)% 37.76% 14.49% 19.56% (26.11)%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of
period (in
000's)............ $134,746 $129,275 $95,692 $105,569 $116,268 $141,672 $66,521 $54,880 $18,481
Ratio of expenses
to average net
assets............ 1.09% 1.23% 1.29% 1.28%* 1.22% 1.24% 1.37% 1.25% 1.54%
Ratio of net
investment income
to average net
assets(a)......... 3.57% 4.09% 3.97% 4.35%* 2.87% 4.37% 5.75% 7.36% 7.25%
Portfolio
Turnover.......... 89.51%* 59.88% 65.33% 37.55%* 90.11% 61.47% 28.05% 16.24% 24.98%
Average commission
rate paid(d)...... $ 0.0425 $ 0.0504 -- -- -- -- -- -- --
<CAPTION>
FOR THE PERIOD
JANUARY 4, 1989+
(COMMENCEMENT
OF OPERATIONS)
TO
SEPTEMBER 30,
1989
-------------------
<S> <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD............. $ 10.00
-------------------
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
income(a)......... 0.40(e)
Net realized and
unrealized gain
(loss) on
investments....... 0.25
-------------------
Total from
investment
operations....... 0.65
-------------------
DISTRIBUTIONS
From net
investment
income(a)......... (0.40)
In excess of net
investment
income............ 0.00
From net realized
gain on
investments....... 0.00
From tax return of
capital(b)........ 0.00
-------------------
Total
distributions.... (0.40)
-------------------
NET ASSET VALUE,
END OF PERIOD...... $ 10.25
===================
TOTAL RETURN 4.82%(c)(f)
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of
period (in
000's)............ $23,174
Ratio of expenses
to average net
assets............ 0.90%(e)*
Ratio of net
investment income
to average net
assets(a)......... 3.88%*
Portfolio
Turnover.......... 12.96%*
Average commission
rate paid(d)...... --
</TABLE>
- -------------------
* Annualized.
+ Commencement of operations.
(a) Distributions from REIT investments generally include a return of capital.
For financial reporting purposes, through September 30, 1993, the Fund
recorded all distributions received, including the returns of capital, as
net investment income.
(b) Historically, the Fund has distributed to its shareholders amounts
approximating dividends received from the REITs. As more fully explained in
Note 2 of the financial statements, the Fund, for the fiscal year ended
September 30, 1994, adopted an accounting pronouncement affecting the
presentation of distributions to shareholders. The financial highlights for
the years ended September 30, 1991 through 1993 have not been restated.
(c) Not annualized.
(d) Required disclosure for fiscal years beginning after September 1, 1995
pursuant to SEC regulations.
(e) The Investment Manager has reimbursed the Fund for certain expenses during
the period from the effective date until investment operations commenced.
The ratio of expenses to average net assets for the period January 4, 1989
to September 30, 1989 would otherwise have been 1.00%.
(f) Total return would have been lower if certain expenses were not waived
during the period indicated.

7
<PAGE>

INVESTMENT OBJECTIVE

The Portfolio's investment objective is to obtain high total return consistent
with reasonable risk by investing primarily in equity securities of public
companies principally engaged in the real estate business. Each investment will
be selected based upon a determination by the Adviser that the anticipated total
return, considering both income and potential for capital appreciation, is high
relative to the risk assumed. There can be no assurance that the Portfolio will
achieve its objective and the Portfolio may not achieve as high a total return
as other investment companies that invest in a broader universe of securities.
The Portfolio's investment objective is a fundamental policy and may be changed
only by the affirmative vote of the holders of a majority of the Portfolio's
shares.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing in equity securities
of public companies principally engaged in the real estate business. A company
is "principally engaged" in the real estate business if at least 50% of the fair
market value of its assets, as determined by the Adviser, consists of interests
in, or at least 50% of its gross income or net profits are derived from the
ownership, construction, management, financing or sale of, residential,
commercial, or industrial real estate. Equity securities in which the Portfolio
may invest are limited to common and preferred stocks, convertible bonds and
convertible preferred stocks and warrants. All equity securities in which the
Portfolio invests will be listed on a U.S. national securities exchange or
traded in the over-the-counter market.

Total return is composed of current income and capital appreciation. Under
normal circumstances, the Portfolio will seek to maintain a balanced portfolio
of securities which are income producing and securities which offer potential
for capital appreciation.

Under normal conditions, at least 65% of the Portfolio's total assets will
be invested in the equity securities of companies, a majority of whose assets
are represented by the ownership of real property, including leasehold
interests. Such companies may include equity, mortgage and hybrid REITs and
other companies with substantial real estate holdings. Although not an
investment policy of the Portfolio, it is anticipated that under normal
circumstances approximately 60% to 90% of the Portfolio's total assets will be
invested in REITs and that a majority of the Portfolio's REIT investments will
consist of equity securities of equity and hybrid REITs.

The Portfolio may invest up to 35% of its total assets in equity securities
of companies not principally engaged in the real estate business (as defined
above) but nonetheless engaged in businesses related thereto. These companies
may include manufacturers and distributors of building supplies, financial
institutions

8
<PAGE>

which make or service mortgages, and companies whose real estate assets are
substantial relative to the companies' stock market valuations, such as
retailers, railroads and paper and forest products companies.

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 AND REPURCHASE AGREEMENTS" 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

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 "SEC") 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,
interestbearing or discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term money market
instruments including variable rate demand notes and tax-exempt money
instruments. By entering into these investments on a joint basis, it is expected
that a Portfolio may earn a higher rate of return on investments relative to
what it could earn individually.

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

REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' acceptances
and other securities outlined above under "SHORT-TERM INVESTMENTS." In a
repurchase agreement, the Portfolio buys a security and simultaneously commits
to

9
<PAGE>

sell it back at an agreed upon price plus an agreed upon market rate of
interest. Under a repurchase agreement, the seller is required to maintain the
value of securities subject to the agreement at not less than 100% of the
repurchase price. The value of the securities will be evaluated daily, and the
Adviser will, if necessary, require the seller to maintain additional securities
to ensure that the value is in compliance with the previous sentence.

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

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

LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. The Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is subject
to a gain or loss depending on any increase or decrease in the market price of
the securities loaned. Lending of securities is subject to review by the Fund's
Board of Trustees. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions about securities lending.

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

PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to Portfolio
trading costs, higher rates of portfolio turnover may result in the realization
of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" for
more information on taxation). The Portfolio will not normally en-
10
<PAGE>

gage in short-term trading, but reserves the right to do so. The table set
forth in "Financial Highlights" presents the Portfolio's historical portfolio
turnover ratios.

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

The Fund has received permission from the SEC to allow each of its Portfolios
to invest, for cash management purposes, the greater of 5% of its total assets
or $2.5 million in the Fund's DSI Money Market Portfolio provided that the
investment is consistent with the Portfolio's investment policies and
restrictions. Based upon the Portfolio's assets invested in the DSI Money Market
Portfolio, the 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 Portfolio will bear expenses of the DSI Money Market
Portfolio on the same basis as all of its other shareholders.

RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board 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 a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these
securities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.

REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Code. The Code
permits a qualifying REIT to deduct the dividends paid, thereby effectively
eliminating corporate level federal income tax and making the REIT a pass-
through vehicle for federal income tax purposes. To meet the definitional
requirements of the Code, a REIT must, among other things: invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs), cash and government securities; derive most of its income from rents
from real property or interest

11
<PAGE>

on loans secured by mortgages on real property; and distribute annually 95% or
more of its otherwise taxable income to shareholders.

REITs are sometimes informally characterized as equity REITs, mortgage REITs
and hybrid REITs. An equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings; a mortgage REIT invests primarily
in mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is anticipated
that under normal circumstances, approximately 10% to 15% of the REITs in which
the Portfolio invests will have operating histories of less than three years.

INVESTMENT LIMITATIONS
The Portfolio will not:

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

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

(c) invest more than 5% of its assets at the time of purchase in the
securities of companies (other than securities of REITs) that have (with
predecessors) a continuous operating history of less than 3 years;

(d) make loans except by purchasing debt securities in accordance with its
investment objective and policies or entering into repurchase agreements
or by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as the loans are made in compliance
with the 1940 Act, as amended, or the Rules and Regulations or
interpretations of the SEC;

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

(f) pledge, mortgage or hypothecate any of its assets to an extent greater
than 33 1/3% of its total assets at fair market value.

12
<PAGE>

as fundamental in the SAI as well as the Portfolio's investment policies are
not fundamental and the Fund's Board of Trustees may change them without
shareholder approval upon reasonable notice to investors.

PURCHASE OF SHARES

Shares of the Portfolio are offered through UAM Fund Distributors, Inc. (the
"Distributor"), without a sales commission at the net asset value per share
next determined after an order is received by the Fund or its designated Service
Agent and payment is received by the Custodian. (See "VALUATION OF SHARES.") The
minimum initial investment required is $2,500, except that institutions
purchasing shares of the Portfolio on behalf of accounts maintained by the
institution may aggregate such accounts to satisfy the minimum initial
investment requirement. Certain exceptions may be permitted by the officers of
the Fund.

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

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

13
<PAGE>

INITIAL INVESTMENTS
BY MAIL

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

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

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

BY WIRE

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

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

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name_______________
Your Account Number_______________
Your Account Name________________
Wire Control Number_______________
(assigned by the UAM Funds Service Center)

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

14
<PAGE>

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

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

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

OTHER PURCHASE INFORMATION
Investments received by the close of regular trading on the NYSE (generally
4:00 p.m. Eastern Time) will be invested at the price calculated after the
NYSE closes on that day. Investments received after the close of the NYSE will
be executed at the price computed on the next day the NYSE is open. The Fund
reserves the right, in its sole discretion, to suspend the offering of shares of
the Portfolio or to reject purchase orders when, in the judgment of management,
such suspension or rejection is in the best interests of the Fund. The
Portfolios are intended to be long-term investment vehicles and are not designed
to provide investors with a means of speculation on short-term market movements.
A pattern of frequent purchases can be disruptive to efficient portfolio
management and, consequently, can be detrimental to a Portfolio's performance
and its shareholders.

15
<PAGE>

Accordingly, if the Fund's management determines that an investor is engaged
in excessive trading, the Fund, with or without prior notice, may reject in
whole or part any purchase request, with respect to such investor's account.
Such investors also may be barred from purchasing other Portfolios of the
Fund. Purchases of shares will be made in full and fractional shares of the
Portfolio calculated to three decimal places. Certificates for fractional
shares will not be issued. Certificates for whole shares will not be issued
except at the written request of the shareholder.

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

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

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

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

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

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

REDEMPTION OF SHARES

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

16
<PAGE>

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

. share certificates, if issued;

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

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

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

BY TELEPHONE
A redemption request by telephone requires the following:

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

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

The following tasks cannot be accomplished by telephone:

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

. redemption of certificated shares by telephone.

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

17
<PAGE>

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:

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

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

. share transfer requests.

Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securities
exchanges, registered securities 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.

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

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

The Portfolio reserves the right to liquidate any account that is below
fifty percent of the required minimum initial investment amount for the
Portfolio as set forth in the Prospectus, where the reduction in value has
occurred due to a redemption or exchange out of the account. If at any time your
total investment does not have a value of at least fifty percent of the required
minimum initial investment amount, you may be notified that the value of your
account is below the Portfolio's minimum account balance requirement. You would
then be allowed 60 days to make an additional investment before the account is
liquidated. Retirement ac-

18
<PAGE>

counts and certain other accounts will not be subject to automatic liquidation.
Reductions in value that result solely from market activity will not trigger an
involuntary redemption.

SHAREHOLDER SERVICES

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

Any exchange will be based on the net asset value of the shares involved.
There is no sales commission or charge of any kind for an exchange. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. Call
the UAM Funds Service Center for a copy of the Prospectus for the Portfolio(s)
in which you are interested. Exchanges can only be made with Portfolios that
are qualified for sale in a shareholder's state of residence.

Exchange requests may be made either by mail or telephone. Telephone exchanges
will be accepted only if the certificates for the shares to be exchanged have
not been issued to the shareholder and if the registration of the two accounts
will be identical. Requests for exchanges received prior to the close of regular
trading on the NYSE (generally 4:00 p.m. Eastern Time) will be processed as of
the close of business on the same day. Requests received after the close of
regular trading on the NYSE will be processed on the next business day. The Fund
may modify or terminate the exchange program at any time upon 60 days' written
notice to shareholders, and may reject any exchange request. If the Fund's
management determines that an investor is engaged in excessive trading, the
Fund, with or without prior notice, may reject in whole or part any exchange
request, with respect to such investor's account. Such investors also may be
barred from exchanging into other Portfolios of the Fund. For additional
information regarding responsibility for the authenticity of telephoned
instructions, see "REDEMPTION OF SHARES -- BY TELEPHONE". An exchange into
another UAM Funds Portfolio is a sale of shares and may result in a gain or loss
for income tax purposes.

19
<PAGE>

a shareholder's checking, bank money market or NOW account designated by the
shareholder. Such withdrawals are made electronically, if the shareholder's
bank or financial institution so permits, or by pre-authorized checks or
drafts drawn on the shareholder's bank or other account. The bank or financial
institution must be a member of ACH. At the shareholder's option, the account
designated will be debited in the specified amount, and shares will be purchased
monthly or quarterly.

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

SYSTEMATIC WITHDRAWAL PLAN
Any shareholder whose account balance totals at least $10,000 may establish
a Systematic Withdrawal Plan under which an amount pre-determined by the
shareholder (but at least $100) is automatically redeemed from the shareholder's
account either monthly or quarterly. A shareholder may participate in the
Systematic Withdrawal Plan by using ACH. Redemptions made through ACH will be
automatically transferred to the shareholder's bank or other similar financial
institution account or a properly designated third party. The bank or financial
institution must be a member of ACH. Redemptions ordinarily are made on the
third business day of the month and payments ordinarily will be transmitted
within five business days after the redemption date. Because the prices of Fund
shares fluctuate, the number of shares redeemed to finance systematic withdrawal
payments of a given amount will vary from payment to payment. If a shareholder
owns shares in more than one Portfolio, the shareholder must designate the
Portfolio from which the redemptions under a Systematic Withdrawal Plan should
be made. A Systematic Withdrawal Plan may be terminated or suspended at any time
by the Fund. A shareholder may elect at any time, in writing, to terminate
participation in the Systematic Withdrawal Plan. Such written election must be
sent to and received by the Fund before a termination becomes effective. There
is currently no charge to the shareholder for a Systematic Withdrawal Plan.

VALUATION OF SHARES

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

20
<PAGE>

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

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

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

PERFORMANCE CALCULATIONS

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

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

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

Performance will be calculated separately for Institutional Class and Advisor
Class Shares. Dividends paid by the Portfolio with respect to Institutional
Class and Advisor 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,

21
<PAGE>

except that service and distribution fees relating to Advisor Class Shares
will be borne exclusively by that class.

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

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

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

Dividends paid by the Portfolio from net investment income, whether in cash
or reinvested in shares, are taxable to shareholders as ordinary income.

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

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

22
<PAGE>

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

Dividends and interest received by 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. Consult a tax adviser for more information regarding deductions and
credits for foreign taxes.

INVESTMENT ADVISER

Heitman/PRA Securities Advisors, Inc. (the "Adviser") is a corporation
formed in 1994 and is located at 180 North LaSalle Street, Suite 3600, Chicago,
Illinois 60601. The Adviser is an indirect wholly-owned subsidiary of United
Asset Management Corporation ("UAM"), a holding company, and provides investment
management services to corporations, pension and profit-sharing trusts,
endowments, foundations and other tax-exempt institutional investors.

As compensation for the services rendered by the Adviser under the Agreement,
the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rate to the Portfolio's
average daily net assets for the month.

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Heitman/PRA Real Estate Portfolio........... 0.75% of the first $100 million;
plus 0.65% in excess of $100
million.
</TABLE>

The fees paid by the Portfolio, although higher than the investment advisory
fees paid by most other mutual funds, is comparable to the fees paid for similar
services by many funds with similar investment objectives and policies.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Distributor, UAM, the Adviser, or any of their affiliates,
may, at its own expense, compensate a Service Agent or other person for
marketing, shareholder servicing, record-keeping and/or other services performed
with respect to the Fund, a Portfolio or any Class of Shares of the Portfolio.
Payments made for any of these purposes may be made from its revenues, its
profits or any other

23
<PAGE>

source available to it. When such service arrangements are in effect, they are
made generally available to all qualified service providers.

The Adviser and ACG Capital Corporation ("ACG"), which is the distributor of
the Advisor Class Shares, have entered into a marketing services agreement with
respect to the sale of certain Institutional Class Shares. Under the marketing
services agreement, the Adviser will pay ACG additional compensation in the
amount of .25 of 1% of the net asset value of the Fund represented by
Institutional Class Shares purchased by investors introduced to the Adviser by
ACG. In addition, the Adviser has agreed to make certain continuing payments to
ACG in the event that the marketing services agreement is terminated (as long as
ACG remains registered as a broker/dealer). However, if the Adviser terminates
the agreement for "cause" or if ACG terminates its distribution agreement with
the Fund, ACG is not entitled to such continuing payments. Finally, the
agreement provides that ACG will not serve as a distributor of any other open-
end registered investment company that invests primarily in shares of REITs
(subject to a limited exception) and that the Adviser will not offer sponsor,
advise or otherwise promote any open-end registered investment company for which
ACG is not the distributor, subject to certain exceptions.

Under the Investment Advisory Agreement, (the "Agreement") with the Fund,
dated as of March 2, 1998, the Adviser manages the investment and reinvestment
of the Portfolio's assets. The Adviser must adhere to the stated investment
objective and policies of the Portfolio, and is subject to the control and
supervision of the Fund's Trustees.

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

DEAN A. SOTTER -- Mr. Sotter is President of the Adviser with overall
responsibility for portfolio management and marketing. Prior to joining the
Adviser, Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a
Portfolio Manager and Vice President of JMB Institutional Realty Corporation
from 1985-1992, where his responsibilities included property level analysis,
budgeting and valuation as well as financial reporting and client
communications.

TIMOTHY J. PIRE -- Mr. Pire is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Prior to joining the Adviser, Mr. Pire served as a
Research Analyst with PRA Securities Advisors, L.P., and he was an Associate
Appraiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full
narrative appraisals.

24
<PAGE>

RANDALL E. NEWSOME -- Mr. Newsome is Vice President of the Adviser with
responsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research
Analyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsible
for property management, leasing and construction management.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is
responsible for performing and overseeing administrative, fund accounting,
dividend disbursing and transfer agent services provided to the Fund and its
Portfolios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global Funds
Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by a
Mutual Funds Service Agreement dated June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

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

<TABLE>
<CAPTION>
ANNUAL RATE
-----------
<S> <C>
Heitman Real Estate Portfolio.................................... 0.06%
</TABLE>

CGFSC's monthly fee for its services is calculated on an annualized basis as
follows:
0.19 of 1% of the first $200 million of combined UAM Funds net assets;
0.11 of 1% of the next $800 million of combined UAM Funds net assets;
0.07 of 1% of combined UAM Funds net assets in excess of $1 billion but
less than $3 billion;
0.05 of 1% of combined UAM Funds net assets in excess of $3 billion.

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

DISTRIBUTOR

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

25
<PAGE>

shares of the Fund. Under the Distribution Agreement (the "Agreement"), the
Distributor, as agent of the Fund, agrees to use its best efforts as sole
distributor of Fund shares. The Distributor does not receive any fee or other
compensation under the Agreement with respect to the Heitman Real Estate
Portfolio -- Institutional Class Shares offered in this Prospectus. The
Agreement continues in effect as long as it is approved at least annually by the
Fund's Board of Trustees. Those approving the Agreement must include a majority
of Trustees who are neither parties to the Agreement nor interested persons of
any such party. The Agreement provides that the Fund will bear costs of
registration of its shares with the SEC and various states as well as the
printing of its prospectuses, its SAIs and its reports to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or dealers
that will execute the purchases and sales of investment securities for the
Portfolios and direct the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the
Portfolios. The Adviser may, however, consistent with the interests of the
Portfolio, select brokers on the basis of research, statistical and pricing
services they or their affiliates provide to the Portfolios. 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 the commission is reasonable in terms either of the transaction
or the overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients.

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

If a purchase or sale of securities is consistent with the investment policies
of a Portfolio and one or more other clients served by the Adviser is
considering a purchase at or about the same time, transactions in such
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, allocations are subject to periodic review by the
Fund's Trustees.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Delaware business trust on May 18, 1994 under
the name "The Regis Fund II". On October 31, 1995, the name of the Fund was

26
<PAGE>

changed to "UAM Funds Trust." 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 the Portfolio are fully paid and nonassessable, and have no
preference as to conversion, exchange, dividends, retirement or other features
and have no pre-emptive rights. They have noncumulative voting rights, which
means that holders of more than 50% of shares voting for the election of
Trustees can elect 100% of the Trustees. A shareholder is entitled to one vote
for each full share held (and a fractional vote for each fractional share
held), then standing in his name on the books of the Fund.

As of May 29, 1998, Charles Schwab & Company, Inc., 101 Montgomery Street,
San Francisco, CA 94104, held of record 30% of the outstanding shares of the
Portfolio. The persons or organizations owning 25% or more of the outstanding
shares of the Portfolio may be presumed to "control" (as that term is defined
in the 1940 Act) the Portfolio. As a result, these persons or organizations
could have the ability to vote a majority on any matter requiring the approval
of shareholders of the Portfolio.

Both Institutional Class and Advisor Class Shares represent an interest in
the same assets of a Portfolio. Advisor Class Shares impose a sales load and
bear certain expenses related to shareholder servicing and distribution of
such shares. Advisor Class Shares have exclusive voting rights for matters
relating to such distribution expenditures. The Board of Trustees has authorized
an Institutional Service Class of shares which is not currently offered by this
Portfolio. Information about the Advisor Class Shares of the Portfolios is
available upon request by contacting the UAM Funds Service Center.

Annual meetings will not be held except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its 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. The Fund will assist
shareholder communications in such matters to the extent required by the
undertaking.

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

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

27
<PAGE>

REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.

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

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

28
<PAGE>

UAM FUNDS -- INSTITUTIONAL CLASS SHARES

Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
BHM&S Total Return Bond Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Chicago Asset Management Value/Contrarian Portfolio
C&B Balanced Portfolio
C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
DSI Balanced Portfolio
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
FMA Small Company Portfolio
FPA Crescent Portfolio
Hanson Equity Portfolio

Heitman Real Estate Portfolio
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

Jacobs International Octagon Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio
McKee U.S. Government Portfolio
MJI International Equity Portfolio
NWQ Balanced Portfolio
NWQ Small Cap Value Portfolio
NWQ Special Equity Portfolio
NWQ Value Equity Portfolio
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Small/Mid Cap Portfolio
Sirach Bond Portfolio
Sirach Equity Portfolio
Sirach Growth Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
SAMI Preferred Stock Income Portfolio
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
TS&W Balanced Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

29
<PAGE>

APPLICATION
INSTITUTIONAL CLASS SHARES

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

Express Mail: UAM Funds
73 Tremont Street, 9th Floor
Boston, MA 02108-3913

FOR HELP WITH THIS APPLICATION, OR FOR MORE
INFORMATION, CALL US TOLL FREE: 1-800-638-7983.

Distributed by UAM Fund Distributors, Inc.

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

----------------------------------------------------------------
Owner's Name: First, Initial, Last
[_][_][_]-[_][_]-[_][_][_][_]
Owner's Social Security Number

----------------------------------------------------------------
Joint Owner's Name: First, Initial, Last
[_][_][_]-[_][_]-[_][_][_][_]
Joint Owner's Social Security Number

Joint accounts will be registered joint tenants with right of
survivorship unless otherwise indicated.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan

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

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

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

[_][_]-[_][_][_][_][_][_][_] -----------------------------
Taxpayer's ID Date of Trust Agreement

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] Custodial/Gift to Minors

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

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

----------------------------------------------------------------
Minor's Social Security Number

----------------------------------------------------------------
Minor's State of residence

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] *Corporation, Partnership or Other Entity

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

----------------------------------------------------------------
Name of Corp. or Other Entity
[_][_]-[_][_][_][_][_][_][_] [_] Exempt [_] Non-Exempt
Taxpayer ID Number

* Please enclose a corporate resolution which identifies individuals
authorized to conduct transactions in this account.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------

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

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

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

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

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

Fill in the name of the Portfolio EXACTLY AS IT APPEARS ON THE FRONT OF THE
PROSPECTUS. Fund Code
$
- -------------------------------------------- --------------- ----------------
$
- -------------------------------------------- --------------- ----------------
TOTAL $
----------------

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

A.[_] Check (payable to UAM Funds) An Account No. will be assigned.
B.[_] This application confirms my prior wire purchase on (date): _____________
I was assigned the following wire reference control number:____________________

- --------------------------------------------------------------------------------
5 DIVIDEND & CAPITAL GAINS
- --------------------------------------------------------------------------------
Unless otherwise instructed, all distributions will be reinvested in
additional shares.

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

- --------------------------------------------------------------------------------
6 ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

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

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

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

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

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

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

- --------------------------------------------------------------------------------
7 BROKER-DEALER/FINANCIAL PLANNER
INFORMATION
- --------------------------------------------------------------------------------

- --------------------------------------- -----------------------------------
Dealer Name Address of office servicing account
(as it appears on Selling Group
Agreement)

-----------------------------------
City State Zip Code
- ---------------------------------------
Address of home office

-----------------------------------
Representative's Name, Number,
- --------------------------------------- Branch Number
City State Zip Code

-----------------------------------
Representative's telephone number
- ---------------------------------------
Authorized signature of dealer

- --------------------------
For Internal Use Only

Source: _______________
Code: _________________
- --------------------------

- --------------------------------------------------------------------------------
8 INTERESTED PARTY:
- --------------------------------------------------------------------------------

In addition to the account statement sent to your registered address, you may
also have a Monthly Consolidated Statement Mailed to up to ten (10) interested
parties (tax adviser, 401(k) Plan Administrator, Financial Planner, etc.).
Please add a sheet with additional interested party names and addresses.

- -------------------------------------- ----------------------------------------
Name Firm Name (if applicable)

- ---------------------------------------------------
Address

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

- --------------------------------------------------------------------------------
9 AUTOMATIC INVESTMENT PLAN (AIP)
- --------------------------------------------------------------------------------

An account balance of at least $2,500 is required.

I hereby authorize and direct the agent to draw on my (our) bank account on a
periodic basis, as indicated in section 11, for investment in my (our)
account. Attached is a voided check of the bank account I/we wish to use
(Initial investments may not be made through the Automatic Investment Plan.)
Please note this privilege will be effective 15 days after UAM Funds receives
this application. If no date is chosen below, your bank account will be
debited on the 15th of the month.

PREFERRED INVESTMENT SCHEDULE (PLEASE CHECK ONE):

[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually

Begin investment on (Enter month/year):
-------------------------------------

Debit My (Our) Bank Account and Invest as Follows ($100 Minimum Per Account):

$
-------------------------------------------------------------------------------
Fund Amount

$
-------------------------------------------------------------------------------
Fund Amount
- --------------------------------------------------------------------------------
Please be sure to complete the back of this form.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
10 SYSTEMATIC WITHDRAWAL PLAN (SWP)
- --------------------------------------------------------------------------------

An account balance of at least $10,000 is required.

PREFERRED WITHDRAWAL SCHEDULE:
[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually

[_] 1st or [_] 15th
- --------------------------------------------------------------------------------
begin withdrawals on (enter month/year) day of month

I ELECT TO RECEIVE A PERIODIC PAYMENT OF ($100 MINIMUM PER ACCOUNT):

$
- --------------------------------------------------------------------------------
Fund Amount

- --------------------------------------------------------------------------------
11 BANK INFORMATION
- --------------------------------------------------------------------------------

FOR ACH, WIRE REDEMPTIONS, AIP AND SWP

Your bank account information must be on file in order to exercise telephone
investment privileges. The account name(s) below must match exactly at least
one name in section 1. A blank, voided check is necessary to provide account
and bank routing information and must accompany this application.

- --------------------------------------------------------------------------------
name of bank ABA number

[_] checking [_] savings
- --------------------------------------------------------------------------------
account number account type
- --------------------------------------------------------------------------------
bank address city state zip code

Return the following to the address below:
1. This completed application.
2. Voided bank check or deposit slip if applicable.
3. One check made payable to:
UAM Funds
Send to: UAM Funds
P.O. Box 2798
Boston MA 02208-2798

- --------------------------------------------------------------------------------
12TELEPHONE REDEMPTION AND EXCHANGE
- --------------------------------------------------------------------------------

I/We authorize Chase Global Funds Services Company to honor any request(s)
believed to be authentic for the following:

[_] Telephone Exchange [_] Telephone Redemption
[_] a. Mail proceeds to name and address in which account is registered.
[_] b. Wire redemption proceeds to bank indicated below.

A VOIDED CHECK OR DEPOSIT SLIP MUST BE ATTACHED.

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

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

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

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

- --------------------------------------------------------------------------------
13 SIGNATURE(S)
- --------------------------------------------------------------------------------

[] I/We have full authority and legal capacity to purchase Fund shares.

[] I/We have received the current Prospectus of the Portfolio(s) and agree to
be bound by its (their) terms.

- --------------------------------------------------------------------------------
[] UNDER PENALTY OF PERJURY, I/WE ALSO CERTIFY THAT --
A. THE NUMBER SHOWN ON THIS FORM IS A CORRECT TAXPAYER ID NUMBER OR SOCIAL
SECURITY NUMBER.
B. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (I) I HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS, OR (II) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT
TO BACKUP WITHHOLDING. (CROSS OUT ITEM "B" IF YOU HAVE BEEN NOTIFIED BY
THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.)
- --------------------------------------------------------------------------------

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

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

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

- -------------------------------------------------------------------------------
APPLICATION INSTRUCTIONS
- -------------------------------------------------------------------------------

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

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

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

. Custodial/Gift Supply minor's Social Security Number.
to Minor

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

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

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

Your Mailing Address. Please be sure to provide us with the address at
--------------------
which you wish to receive your mail.

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

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

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

All applications are subject to acceptance by UAM Funds.

Receiving Your Dividends and Capital Gains . Check the distribution option
you prefer. If you do not select an option, all dividends and capital
gains will be reinvested in your account.

Employment Information. It is required by the National Association of Se-
----------------------
curities Dealers, Inc. to request this information.

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

--IMPORTANT--

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

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

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

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

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

Your Signature(s). Please be sure to sign this application. If the account
-----------------
is registered in the name of:

. an individual, the individual should sign

. joint tenants, both should sign

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

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

<PAGE>

UAM Funds

Prospectus
March 2, 1998,
as amended June 30, 1998

Heitman Real Estate Portfolio
Advisor Class Shares
- --------------------------------------------------------------------------------
UAM
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Estimated Fund Expenses.................................................... 2
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Financial Highlights....................................................... 6
Investment Objective....................................................... 8
Investment Policies........................................................ 8
Other Investment Policies.................................................. 9
Investment Limitations..................................................... 12
Purchase of Shares......................................................... 13
Redemption of Shares....................................................... 20
Service and Distribution Plans............................................. 22
Shareholder Services....................................................... 23
Valuation of Shares........................................................ 25
Performance Calculations................................................... 25
Dividends, Capital Gains Distributions and Taxes........................... 27
Investment Adviser......................................................... 28
Administrative Services.................................................... 29
Distributor................................................................ 30
Portfolio Transactions..................................................... 30
General Information........................................................ 31
</TABLE>
<PAGE>

UAM FUNDS
HEITMAN REAL ESTATE PORTFOLIO

ADVISOR CLASS SHARES

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

PROSPECTUS -- MARCH 2, 1998, AS AMENDED JUNE 30, 1998

UAM Funds Trust (the "Fund") is an open-end, management investment company
known as a "mutual fund." The Fund consists of multiple series of shares
(known as "Portfolios"), each of which has different investment objectives and
policies. The Heitman Real Estate Portfolio currently offers two separate
classes of shares: Institutional Class Shares and Advisor Class Shares. Shares
of each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Advisor Class Shares impose a sales
load and bear fees payable by the class (at the rate of .50% per annum) to fi-
nancial institutions for services they provide to the owners of such shares.
The securities offered in this Prospectus are Advisor Class Shares of one di-
versified Portfolio of the Fund managed by Heitman/PRA Securities Advisors,
Inc.

HEITMAN REAL ESTATE PORTFOLIO. Heitman/PRA Real Estate Portfolio (the "Port-
folio") seeks high total return consistent with reasonable risk by investing
primarily in equity securities of public companies principally engaged in the
real estate business. Each investment is selected based upon a determination
by the Fund's Adviser that the anticipated total return, considering both in-
come and potential for capital appreciation, is high relative to the risk as-
sumed.

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

Keep this Prospectus for future reference. It contains information that you
should know before you invest. A "Statement of Additional Information" (SAI)
containing additional information about the Fund has been filed with the Secu-
rities and Exchange Commission. The SAI is dated March 2, 1998, as supple-
mented from time-to-time, and has been incorporated by reference into this
Prospectus. For a free copy of the SAI, contact the UAM Funds Service Center
at 1-800-638-7983.

ESTIMATED FUND EXPENSES

The following table illustrates expenses and fees that a shareholder of the
Portfolio's Advisor Class Shares will incur. Transaction fees may be charged
if a broker-dealer or other financial intermediary deals with the Fund on your
behalf. (See "PURCHASE OF SHARES.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Sales Load Imposed on Purchases........................................ 4.75%
Sales Load Imposed on Reinvested Dividends............................. NONE
Deferred Sales Load.................................................... NONE
Redemption Fees........................................................ NONE
Exchange Fees.......................................................... NONE
</TABLE>

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

<TABLE>
<S> <C>
Investment Advisory Fees.............................................. 0.70%+
12b-1 Fees (Including Shareholder Servicing Fees)++................... 0.50%
Other Expenses........................................................ 0.09%
Administrative Fees................................................. 0.16%
-----
Total Operating Expenses:............................................. 1.45%
=====
</TABLE>
- -----------
+ The Portfolio pays Heitman/PRA Securities Advisors, Inc. a fee calculated
daily and paid monthly in arrears, at the annual rate of 0.75% of the Port-
folio's first $100 million of average daily net assets plus 0.65% of the av-
erage daily net assets of the Portfolio in excess of $100 million.

++ The Advisor Class Shares may bear service fees of 0.25% and distribution
fees and expenses of up to 0.25%. 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 above table shows various fees and expenses an investor would bear di-
rectly or indirectly. The expenses and fees set forth above for the Portfolio
are

2
<PAGE>

based on estimates. For purposes of calculating the expenses and fees set
forth above, the table assumes that the Portfolio's average daily assets will
be approximately $80 million. The effect of expense offsets on Total Operating
Expenses is excluded.

EXAMPLE
The following example illustrates expenses a shareholder would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate of
return, (2) a 4.75% initial sales charge and (3) redemption at the end of each
time period. The Portfolio charges no redemption fees of any kind.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Heitman Real Estate Portfolio Advisor
Class Shares............................ $62 $91 $123 $214
</TABLE>

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

NOTE TO EXPENSE TABLE
The information set forth in the table and example above relates only to Ad-
visor Class Shares of the Portfolio. Advisor Class Shares are subject to dif-
ferent total fees and expenses than Institutional Class Shares. Service Agents
may charge other fees to their customers who are beneficial owners of Advisor
Class Shares in connection with their customer accounts. (See "SERVICE AND
DISTRIBUTION PLANS.")

3
<PAGE>

PROSPECTUS SUMMARY

PURCHASE OF SHARES
Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") to investors at net asset value with a sales charge. Share pur-
chases may be made by sending investments directly to the Fund. The minimum
initial investment is $5,000. Subsequent investments will be accepted in any
amount. Certain exceptions to the initial or minimum investment amounts may be
permitted by the officers of the Fund. (See "PURCHASE OF SHARES.")

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

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

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

4
<PAGE>

RISK FACTORS
The value of the Portfolio's shares will fluctuate in response to changes in
market and economic conditions as well as the financial conditions and pros-
pects of the issuers in which the Portfolio invests. Prospective investors
should consider the following: (1) In general, the Portfolio will not trade
for short-term profits, but when circumstances warrant, investments may be
sold without regard to the length of time held. High rates of portfolio turn-
over may result in additional transaction costs and the realization of capital
gains. (See "PORTFOLIO TURNOVER."); (2) In addition, the Portfolio may use
various investment practices, including investing in repurchase agreements and
lending of securities. (See "OTHER INVESTMENT POLICIES."); and (3) Under nor-
mal circumstances, at least 65% of the Portfolio's assets will be invested in
the equity securities of public companies principally engaged in the real es-
tate industry. Because the Portfolio will be concentrated in this industry,
the Portfolio may be subject to the risks associated with the direct ownership
of real estate. For example, real estate values may fluctuate as a result of
general and local economic conditions, overbuilding and increased competition,
increases in property taxes and operating expenses, changes in zoning laws,
casualty or condemnation losses, regulatory limitations on rents, changes in
neighborhood values, changes in the appeal of properties to tenants, and in-
creases in interest rates. The value of securities of companies which service
the real estate business sector may also be affected by such risks. Thus, the
value of the Portfolio's shares may change at different rates compared to the
value of shares of a mutual fund with investments in many industries. Because
the Portfolio may invest a substantial portion of its assets in Real Estate
Investment Trusts ("REITs"), the Portfolio may also be subject to certain
risks associated with direct investments in REITs. REITs may be affected by
changes in the value of their underlying properties and by defaults by borrow-
ers or tenants. Furthermore, REITs are dependent upon specialized management
skills, have limited diversification and are, therefore, subject to risks in-
herent in financing a limited number of projects. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders, and
certain REITs have self-liquidation provisions by which mortgages held may be
paid in full and distributions of capital returns may be made at any time. In
addition, the performance of a REIT may be affected by its failure to qualify
for tax-free pass-through of income under the Internal Revenue Code of 1986,
as amended (the "Code") or its failure to maintain exemption from registration
under the Investment Company Act of 1940 (the "1940 Act"). (See "REAL ESTATE
INVESTMENT TRUSTS.")

5
<PAGE>

FINANCIAL HIGHLIGHTS
ADVISOR CLASS SHARES

Prior to June 30, 1998, the Portfolio operated as a series of Heitman Secu-
rities Trust and operated under the name Heitman Real Estate Fund. On June 30,
1998, after approval by its shareholders, the Heitman Real Estate Fund was re-
organized as part of the UAM Funds Trust and renamed the Heitman Real Estate
Portfolio.

The following table provides selected per share information for a share out-
standing throughout the period presented for the Heitman Real Estate Portfo-
lio's Advisor Class Shares. The information in this table is derived from the
Portfolio's Financial Statements, which are included in the Portfolio's 1997
Annual Report to Shareholders. The Annual Report is incorporated by reference
into the Portfolio's SAI. The Portfolio's Financial Statements for the year
ended December 31, 1996 and 1997 have been audited by Price Waterhouse LLP.
Their unqualified opinion on the Financial Statements is also incorporated by
reference into the SAI. The Financial Statements for the period prior to Janu-
ary 1, 1996 have been audited by other independent accountants. Please read
the following information in conjunction with the Portfolio's 1997 Annual Re-
port to Shareholders.

6
<PAGE>

<TABLE>
<CAPTION>
ADVISOR CLASS SHARES
--------------------
FOR THE FOR THE FOR THE PERIOD
FISCAL YEAR FISCAL YEAR MAY 15, 1995+
ENDED ENDED THROUGH
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 10.98 $ 8.67 $ 8.00
------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
incomea.............. 0.35 0.31 0.23
Net realized and
unrealized gain on
investments.......... 1.80 2.84 0.80
------- ------- ------
Total from investment
operations......... 2.15 3.15 1.03
------- ------- ------
DISTRIBUTIONS
From net investment
incomea.............. (0.35) (0.31) (0.23)
In excess of net
investment income.... (0.04) (0.12) 0.00
From net realized gain
on investments....... (2.24) (0.41) 0.00
From tax return of
capitalb............. 0.00 0.00 (0.13)
------- ------- ------
Total distributions.. (2.63) (0.84) (0.36)
------- ------- ------
NET ASSET VALUE, END OF
PERIOD................. $ 10.50 $ 10.98 $ 8.67
======= ======= ======
Total Returnc............ 20.44% 37.44% 13.19%
------- ------- ------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period
(in 000's)........... $85,222 $79,805 $5,520
Ratio of expenses to
average net assets... 1.59% 1.73% 1.99%*d
Ratio of net investment
income to average net
assetsa.............. 3.14% 3.91% 4.27%*d
Portfolio Turnover..... 89.51% 59.88% 65.33%*
Average commission rate
paide................ $0.0425 $0.0504 --
</TABLE>
- -----------
* Annualized.
+ Commencement of operations.
a Distributions from REIT investments generally include a return of capital,
which the Fund records as a reduction in the cost basis of its investments.
b Historically, the Fund has distributed to its shareholders amounts approxi-
mating dividends received from the REITs. Such distributions may include a
portion which may be a return of capital.

c This result does not include the sales charge. If the charge had been in-
cluded, the return would have been lower. The total return figure for the
fiscal period ended December 31, 1995 has not been annualized.

d During 1995, the Advisor agreed to reimburse a portion of the Advisor
Shares' expenses. Without reimbursement, the expense ratio would have been
5.34% and the ratio of net investment income to average net assets would
have been 0.92%.
e Required disclosure for fiscal years beginning after September 1, 1995 pur-
suant to SEC regulations.

7
<PAGE>

INVESTMENT OBJECTIVE

The Portfolio's investment objective is to obtain high total return consis-
tent with reasonable risk by investing primarily in equity securities of pub-
lic companies principally engaged in the real estate business. Each investment
will be selected based upon a determination by the Adviser that the antici-
pated total return, considering both income and potential for capital appreci-
ation, is high relative to the risk assumed. There can be no assurance that
the Portfolio will achieve its objective and the Portfolio may not achieve as
high a total return as other investment companies that invest in a broader
universe of securities. The Portfolio's investment objective is a fundamental
policy and may be changed only by the affirmative vote of the holders of a ma-
jority of the Portfolio's shares.

INVESTMENT POLICIES

The Portfolio seeks to achieve its objective by investing in equity securi-
ties of public companies principally engaged in the real estate business. A
company is "principally engaged" in the real estate business if at least 50%
of the fair market value of its assets, as determined by the Adviser, consists
of interests in, or at least 50% of its gross income or net profits are de-
rived from the ownership, construction, management, financing or sale of, res-
idential, commercial, or industrial real estate. Equity securities in which
the Portfolio may invest are limited to common and preferred stocks, convert-
ible bonds and convertible preferred stocks and warrants. All equity securi-
ties in which the Portfolio invests will be listed on a U.S. national securi-
ties exchange or traded in the over-the-counter market.

Under normal conditions, at least 65% of the Portfolio's total assets will
be invested in the equity securities of companies, a majority of whose assets
are represented by the ownership of real property, including leasehold inter-
ests. Such companies may include equity, mortgage and hybrid REITs and other
companies with substantial real estate holdings. Although not an investment
policy of the Portfolio, it is anticipated that under normal circumstances ap-
proximately 60% to 90% of the Portfolio's total assets will be invested in
REITs and that a majority of the Portfolio's REIT investments will consist of
equity securities of equity and hybrid REITs.

8
<PAGE>

which make or service mortgages, and companies whose real estate assets are
substantial relative to the companies' stock market valuations, such as re-
tailers, railroads and paper and forest products companies.

When the Adviser believes that market conditions warrant a defensive posi-
tion, up to 100% of the Portfolio's assets may be held in cash and short-term
investments. See "SHORT-TERM INVESTMENTS AND REPURCHASE AGREEMENTS" 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 defen-
sive position, it may not necessarily be pursuing its stated investment objec-
tive.

OTHER INVESTMENT POLICIES

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

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

REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers' accept-
ances and other securities outlined above under "SHORT-TERM INVESTMENTS." In a

9
<PAGE>

repurchase agreement, the Portfolio buys a security and simultaneously commits
to sell it back at an agreed upon price plus an agreed upon market rate of in-
terest. Under a repurchase agreement, the seller is required to maintain the
value of securities subject to the agreement at not less than 100% of the re-
purchase price. The value of the securities will be evaluated daily, and the
Adviser will, if necessary, require the seller to maintain additional securi-
ties to ensure that the value is in compliance with the previous sentence.

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

The Fund has received permission from the SEC to pool daily uninvested cash
balances of the Fund's Portfolios in order to invest in repurchase agreements
on a joint basis. By entering into joint repurchase agreements, a Portfolio
may incur lower transaction costs and earn higher rates of interest on joint
repurchase agreements. Each Portfolio's contribution would determine its re-
turn from a joint repurchase agreement. (See "SHORT-TERM INVESTMENTS.")

LENDING OF SECURITIES
The Portfolio may lend its investment securities to qualified institutional
investors as a means of earning income. The Portfolio will not loan securities
to the extent that greater than one-third of its assets at fair market value
would be committed to loans. During the term of a loan, the Portfolio is sub-
ject to a gain or loss depending on any increase or decrease in the market
price of the securities loaned. Lending of securities is subject to review by
the Fund's Board of Trustees. All relevant facts and circumstances, including
the creditworthiness of the broker, dealer or institution, will be considered
in making decisions about securities lending.

PORTFOLIO TURNOVER
Portfolio turnover is not anticipated to exceed 75%. In addition to Portfo-
lio trading costs, higher rates of portfolio turnover may result in the reali-
zation of capital gains. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND

10
<PAGE>

TAXES" for more information on taxation). The Portfolio will not normally en-
gage in short-term trading, but reserves the right to do so. The table set
forth in "Financial Highlights" presents the Portfolio's historical portfolio
turnover ratios.

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

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

RESTRICTED SECURITIES
The Portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified in-
stitutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Trustees, the Adviser determines the li-
quidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these re-
stricted securities are not treated as illiquid securities for purposes of a
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in illiquid securities. Prices realized from sales of these se-
curities could be more or less than those originally paid by the Portfolio or
less than what may be considered the fair value of such securities.

REAL ESTATE INVESTMENT TRUSTS
A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Code. The Code
permits a qualifying REIT to deduct the dividends paid, thereby effectively
eliminating corporate level federal income tax and making the REIT a pass-
through vehicle for federal income tax purposes. To meet the definitional re-
quirements of the Code, a REIT must, among other things: invest substantially
all of its assets in

11
<PAGE>

interests in real estate (including mortgages and other REITs), cash and gov-
ernment securities; derive most of its income from rents from real property or
interest on loans secured by mortgages on real property; and distribute annu-
ally 95% or more of its otherwise taxable income to shareholders.

REITs are sometimes informally characterized as equity REITs, mortgage REITs
and hybrid REITs. An equity REIT invests primarily in the fee ownership or
leasehold ownership of land and buildings; a mortgage REIT invests primarily
in mortgages on real property, which may secure construction, development or
long-term loans; and a hybrid REIT invests in both real estate equities and
mortgages. Although not an investment policy of the Portfolio, it is antici-
pated that under normal circumstances, approximately 10% to 15% of the REITs
in which the Portfolio invests will have operating histories of less than
three years.

INVESTMENT LIMITATIONS

The Portfolio will not:
(a) with respect to 75% of its assets, invest more than 5% of its to-
tal assets at the time of purchase in the securities of any sin-
gle issuer (other than obligations issued or guaranteed as to
principal and interest by the U.S. Government or any of its agen-
cies or instrumentalities);
(b) with respect to 75% of its assets, purchase more than 10% of any
class of the outstanding voting securities of any issuer;
(c) invest more than 5% of its assets at the time of purchase in the
securities of companies (other than securities of REITs) that
have (with predecessors) a continuous operating history of less
than 3 years;
(d) make loans except by purchasing debt securities in accordance
with its investment objective and policies or entering into re-
purchase agreements or by lending its portfolio securities to
banks, brokers, dealers and other financial institutions so long
as the loans are made in compliance with the 1940 Act, as amend-
ed, or the Rules and Regulations or interpretations of the SEC;
(e) (i) borrow, except from banks and as a temporary measure for ex-
traordinary or emergency purposes and then, in no event, in ex-
cess of 33 1/3% of the Portfolio's total assets valued at the
lower of market or cost, and (ii) a Portfolio may not purchase
additional securities when borrowings exceed 5% of total assets;
or
(f) pledge, mortgage or hypothecate any of its assets to an extent
greater than 33 1/3% of its total assets at fair market value.

12
<PAGE>

The Portfolio's investment objective and investment limitations (a), (b),
(d), and (e)(i) listed above are fundamental policies and may be changed only
with the approval of the holders of a majority of the outstanding voting secu-
rities of the Portfolio. The other investment limitations described here and
those not specified as fundamental in the SAI as well as the Portfolio's in-
vestment policies are not fundamental and the Fund's Board of Trustees may
change them without shareholder approval upon reasonable notice to investors.

PURCHASE OF SHARES

Shares of the Portfolio are offered through ACG Capital Corporation (the
"Distributor") with a sales charge at the net asset value per share next de-
termined after an order is received by the Fund or its designated Service
Agent and payment is received by the Custodian. (See "SERVICE AND DISTRIBUTION
PLANS" and "VALUATION OF SHARES.") The minimum initial investment required is
$5,000. Certain exceptions may be permitted by the officers of the Fund.

The Portfolio issues two classes of shares: Institutional Class and Advisor
Class Shares. The two classes of shares each represent interests in the same
portfolio of investments, have the same rights and are identical in all re-
spects, except that the Advisor Class Shares offered by this Prospectus impose
a sales charge on purchases, bear shareholder servicing expenses and distribu-
tion 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 "SHAREHOLDER SERVIC-
ES -- EXCHANGE PRIVILEGE.") The net income attributable to Advisor Class
Shares and the dividends payable on Advisor Class Shares will be reduced by
the amount of the shareholder servicing and distribution fees; accordingly,
the net asset value of the Advisor 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, which 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. Each Service
Agent is responsible for transmitting to its customers a schedule of any such
fees and information regarding any additional or different conditions regard-
ing purchases and redemptions. Shareholders who are customers of Service
Agents should consult their Service Agent for

13
<PAGE>

information regarding these fees and conditions. A salesperson and any other
person entitled to receive compensation for selling or servicing Portfolio
shares may receive different compensation with respect to one particular class
of shares over another in the Fund.

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

INITIAL INVESTMENTS

BY MAIL

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

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

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

BY WIRE
. Telephone the UAM Funds Service Center and provide the account name, ad-
dress, telephone number, social security or taxpayer identification num-
ber, the Portfolio selected, the amount being wired and the name of the
bank wiring the funds. The call must be received prior to the close of
regular

14
<PAGE>

trading on the NYSE (generally 4:00 p.m. Eastern Time) to receive that
day's price. An account number will then be provided to you in addition
to wiring instructions. Next,

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

The Chase Manhattan Bank
ABA #021000021
UAM Funds
DDA Acct. #9102772952
Ref: Portfolio Name
-------------
Your Account Number
-------------
Your Account Name
-------------
Wire Control Number
-------------
(assigned by the UAM Funds Service Center)

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

ADDITIONAL INVESTMENTS
Additional investments can be made at any time. Subsequent investments will
be accepted in any amount. Shares may be purchased at net asset value by mail-
ing a check to the UAM Funds Service Center (made payable to "UAM Funds") at
the above address or by wiring money to the Custodian Bank using the instruc-
tions outlined above. When making additional investments, be sure that the ac-
count number, account name and the Portfolio to be purchased are identified on
the check or wire. Prior to wiring additional investments, notify the Fund by
calling the number on the cover of this Prospectus. Mail orders should in-
clude, when possible, the "Invest by Mail" stub which accompanies any Fund
confirmation statement.

PURCHASE BY ACH
If you have made this election, shares of a Portfolio may be purchased via
Automated Clearing House ("ACH"). Investors purchasing via ACH should com-

15
<PAGE>

plete the appropriate sections of the Account Application and attach a voided
check or deposit slip to the Account Application. This option must be estab-
lished on your account at least 15 days prior to your initiating an ACH trans-
action. (See "SHAREHOLDER SERVICES -- AUTOMATIC INVESTMENT PLAN.")

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

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

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

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

16
<PAGE>

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

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

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

FEES AND CHARGES
SALES CHARGES. Except as described under "Special Programs," the purchase
price of an Advisor Class Share of the Fund is the Fund's per share net asset
value after the purchase order is duly received, as defined herein, plus a
sales charge that varies depending on the dollar amount of the shares pur-
chased as set forth below. A major portion of this sales charge is reallowed
by the Distributor to the Authorized Broker responsible for the sale.

<TABLE>
<CAPTION>
DOLLAR AMOUNT SALES CHARGE PAID SALES CHARGE PAID DEALER
OF PURCHASE BY INVESTORS AS % BY INVESTOR AS % CONCESSION AS %
TRANSACTION OF PURCHASE PRICE OF NET ASSET VALUE OF PURCHASE PRICE
- ------------- ----------------- ------------------ -----------------
<S> <C> <C> <C>
Less than $100,000...... 4.75 4.99 4.00
$100,000 or above but
less than $250,000.... 4.00 4.17 3.50
$250,000 or above but
less than $500,000.... 3.00 3.09 2.50
$500,000 or above but
less than $1 million.. 2.00 2.04 1.75
$1 million and above.... 1.00 1.01 .75
</TABLE>

The reduced charges described above are applicable to purchases of $100,000
or more made at any one time by groups of "related investors" such as immedi-
ate family members. See the SAI for more complete information concerning re-
lated investors.

At the discretion of the Distributor, the entire sales charge may at times
be reallowed to dealers. During periods when 90% or more of the sales charge
is reallowed, such dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1933. The Distributor, at their expense, may
also provide additional compensation to dealers in connection with sales of
Advisor Class Shares of the Fund. Compensation may include financial assis-
tance to dealers in connection with conferences, sales or training programs
for their employees, semi-

17
<PAGE>

nars for the public, advertising, sales campaigns and/or shareholder services
and programs regarding the Fund and other dealer-sponsored programs or events.
In some instances, this compensation may be made available only to certain
dealers whose representatives have sold or are expected to sell significant
amounts of such Advisor Class Shares. Compensation may include payment for
travel expenses, including lodging, incurred in connection with trips taken by
invited registered representatives and members of their families to locations
within or outside of the United States for meetings or seminars of a business
nature. Details relating to any special reallowance or compensation arrange-
ments between the Distributor and any broker or dealer are set forth in the
SAI. Dealers may not use sales of the Fund's shares to qualify for this com-
pensation to the extent prohibited by the laws of any state or any self-regu-
latory agency, such as the National Association of Securities Dealers, Inc.
None of the aforementioned additional compensation is paid for by the Fund or
its shareholders.

Letter of Intent. Shareholders may purchase shares of the Fund at reduced
sales charges by executing a Letter of Intent to purchase no less than an ag-
gregate of $100,000 of shares of the Fund within a 13-month period. The in-
vestor will be charged the sales charge applicable to each purchase made pur-
suant to a Letter of Intent as if the total dollar amount set forth in the
Letter of Intent were being bought in a single transaction. Purchases made
within a 90-day period prior to the execution of a Letter of Intent may be in-
cluded therein; in such case the date of the earliest of such purchases marks
the commencement of the 13-month period.

An investor may include toward completion of a Letter of Intent the current
value of all of the investor's shares of the Fund held of record as of the
date of the Letter of Intent, plus the current value as of such date of all of
such shares held by any "related person" as eligible to join with the investor
in a single purchase.

A Letter of Intent does not bind the investor to purchase the specified
amount. Shares equivalent to 2% of the specified amount will, however, be
taken from the initial purchase (or, if necessary, subsequent purchases) and
held in escrow in the investor's account as collateral against the higher
sales charge which would apply if the total purchase is not completed within
the allotted time. The escrowed shares will be released when the aggregate
purchase specified under the Letter of Intent is completed, or if it is not
completed, when the balance of the higher sales charge is, upon notice, remit-
ted by the investor. All dividends and capital gains distributions with re-
spect to the escrowed shares will be credited to the investor's account.

SPECIAL PROGRAMS
Purchases Through Service Agents, Authorized Brokers and by Certain Other
Investors. Advisor Class Shares also may be purchased without a sales charge
by: registered investment advisers exercising discretionary investment author-
ity with respect to the purchase of Fund shares; accounts of Service Agents
that charge account management fees; registered representatives and employees
(and their

18
<PAGE>

spouses and minor children) of any Authorized Broker or Service Agent; trust
departments of financial institutions; other investment companies in connec-
tion with the sale to the Fund of cash and securities owned by such other in-
vestment companies; separate accounts established and maintained by an insur-
ance company that are exempt from registration under Section 3(c)(11) of the
1940 Act; members of organizations that make recommendations to or permit
group solicitations in connection with the purchase of shares of the Fund; and
"eligible employee benefit plans" of employers who have at least 2,000 U.S.
employees to whom such a plan is made available and, regardless of the number
of employees, if such plan is established and maintained by any Authorized
Broker or Service Agent. An "eligible employee benefit plan" means any plan or
arrangement, whether or not tax qualified, which provides for the purchase of
Fund shares. Sales of shares to such plans must be made in connection with a
payroll deduction system of plan funding or other system acceptable to the
Distributor.

Purchases may also be made at net asset value, without a sales charge, pro-
vided that such purchases are placed through a Service Agent and such pur-
chases are made by the following:

. investment advisers or financial planners who place trades for their
own accounts or the accounts of their clients and who charge a manage-
ment, consulting or other fee for their services;

. clients of such investment advisers or financial planners who place
trades for their own accounts if the accounts are linked to the master
account of such investment adviser or financial planner on the books
and records of the Service Agent; and

. retirement and deferred compensation plans and trusts used to fund
those plans, including, but not limited to, those defined in section
401(a), 403(b) or 457 of the Internal Revenue Code and "rabbi trusts."

MARKETING SERVICES AGREEMENT
The Adviser and ACG have entered into a marketing services agreement with
respect to the sale of Advisor Class Shares and certain Institutional Class
Shares. Under the marketing services agreement, the Adviser will pay ACG addi-
tional compensation in the amount of .15 of 1% of the net asset value of the
Fund represented by the Advisor Class Shares. The Adviser has also agreed to
pay ACG .10% of 1% of the net asset value of Advisor Class Shares held in om-
nibus shareholder accounts maintained by certain Service Agents. In addition,
the Adviser has agreed to make certain continuing payments to ACG in the event
that the marketing services agreement is terminated (as long as ACG remains
registered as a broker/dealer) or if the fees payable to ACG as distributor of
the Advisor Class Shares are reduced. However, if the Adviser terminates the
agreement for "cause"

19
<PAGE>

or if ACG terminates its distribution agreement with the Trust, ACG is not en-
titled to such continuing payments. Finally, the agreement provides that ACG
will not serve as a distributor of any other open-end registered investment
company that invests primarily in shares of REITs (subject to a limited excep-
tion) and that the Adviser will not offer, sponsor, advise or otherwise pro-
mote any open-end registered investment company for which ACG is not the dis-
tributor, subject to certain exceptions.

REDEMPTION OF SHARES

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

BY MAIL
Address requests for redemption to the UAM Funds Service Center. Requests to
redeem shares must include:
. share certificates, if issued;
. a letter of instruction or an assignment specifying the number of shares
or dollar amount to be redeemed, signed by all registered owners of the
shares in the exact names in which they are registered;
. any required signature guarantees (see "SIGNATURE GUARANTEES"); and
. any other necessary legal documents, if required, in the case of es-
tates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

BY TELEPHONE
A redemption request by telephone requires the following:
. establish the telephone redemption privilege (and if desired, the wire
redemption privilege) by completing appropriate sections of the Applica-
tion Form; and
. call the Fund and instruct that the redemption proceeds be mailed to you
or wired to your bank.

The following tasks cannot be accomplished by telephone:
. changing the name of the commercial bank or the account designated to
receive redemption proceeds (this can be accomplished only by a written
request signed by each shareholder, with each signature guaranteed); and
. redemption of certificated shares by telephone.

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

20
<PAGE>

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

SIGNATURE GUARANTEES
Signature guarantees are required for the following redemptions:
. redemptions where the proceeds are to be sent to someone other than the
registered shareowner(s);
. redemptions where the proceeds are to be sent to someplace other than
the registered address; or
. share transfer requests.

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

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

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

21
<PAGE>

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

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Advisor Class Shares, the Fund may enter into
service agreements with Service Agents (broker-dealers or other financial in-
stitutions) who receive fees with respect to the Fund's Advisor Class Shares
owned by shareholders for whom the Service Agent is the dealer or holder of
record, or for whom the Service Agent performs personal services and/or share-
holder account maintenance. These fees are paid out of the assets allocable to
Advisor Class Shares to the Distributor or to the Service Agents directly or
through the Distributor. The Fund reimburses the Distributor or the Service
Agent for payments made at an annual rate of up to 0.25% of the average daily
value of such Advisor Class Shares. Each item for which a payment may be made
under the Service Plan constitutes personal service and/or shareholder account
maintenance and may constitute an expense of distributing Fund shares as the
SEC construes such term under Rule 12b-1. The fees payable for Servicing re-
flect actual expenses up to the limits described herein.

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

The Distribution Plan and Service Plan (the "Plans") provide generally that
a Portfolio may incur distribution and service costs under the Plans. Payments
under the Plans may not exceed in the aggregate 0.50% per annum of a Portfo-
lio's net assets without first obtaining shareholder approval. Under the
Plans, as implemented for the Portfolio's Advisor Class Shares, Distribution
Plan expenses may be no more than 0.25% and Service Plan expenses may be no
more than 0.25%. The Distribution Plan would permit payments to the Distribu-
tor, broker-dealers, other financial institutions, sales representatives or
other third parties who render promotional and distribution services, for
items such as sales compensation and marketing and overhead expenses.

22
<PAGE>

The Plans were adopted pursuant to Rule 12b-1 under the 1940 Act. 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 Plans may be
terminated by the Board of Trustees or Advisor Class shareholders. The amounts
and purposes of expenditures under the Plans are reported to the Board of
Trustees quarterly. The amounts allowable under the Plans for each Class of
Shares of the Portfolios are limited under certain rules of the National Asso-
ciation of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, the Distributor, United
Asset Management Corporation, the parent company of UAMFSI, and of the Adviser
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 service
arrangements, when in effect, are made generally available to all qualified
service providers. The Adviser may compensate its affiliated companies for re-
ferring investors to the Portfolio.

SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE
Advisor Class Shares of the Portfolio may be exchanged for Advisor Class
Shares of any other UAM Funds Portfolio -- Advisor Class Shares to the extent
any are created in the future. Exchange requests should be made by contacting
the UAM Funds Service Center.

Exchange requests may be made either by mail or telephone. Telephone ex-
changes will be accepted only if the certificates for the shares to be ex-
changed have not been issued to the shareholder and if the registration of the
two accounts will be identical. Requests for exchanges received prior to the
close of regular trading on the NYSE (generally 4 p.m. Eastern Time) will be
processed as of the close of business on the same day. Requests received after
the close of regular trading on the NYSE will be processed on the next busi-
ness day. The Fund may modify or terminate the exchange program at any time
upon 60 days' written notice to shareholders, and may reject any exchange re-
quest. If the Fund's management deter-

23
<PAGE>

mines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may reject in whole or part any exchange request, with
respect to such investor's account. Such investors also may be barred from ex-
changing into other Portfolios of the Fund. For additional information regard-
ing responsibility for the authenticity of telephoned instructions, see "RE-
DEMPTION OF SHARES -- BY TELEPHONE". An exchange into another UAM Funds Port-
folio is a sale of shares and may result in a gain or loss for income tax pur-
poses. The Fund may modify or terminate the exchange privilege at any time.

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

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

24
<PAGE>

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

VALUATION OF SHARES

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

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

PERFORMANCE CALCULATIONS

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

25
<PAGE>

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

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

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

26
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

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

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

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

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

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

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

27
<PAGE>

INVESTMENT ADVISER

Heitman/PRA Securities Advisors, Inc. is a corporation formed in 1994 and is
located at 180 North LaSalle Street, Suite 3600, Chicago, Illinois 60601. The
Adviser is an indirect wholly-owned subsidiary of United Asset Management Cor-
poration ("UAM"), a holding company, and provides investment management serv-
ices to corporations, pension and profit-sharing trusts, endowments, founda-
tions and other tax-exempt institutional investors.

As compensation for the services rendered by the Adviser under the Agree-
ment, the Portfolio pays the Adviser an annual fee, in monthly installments,
calculated by applying the following annual percentage rate to the Portfolio's
average daily net assets for the month:

<TABLE>
<CAPTION>
RATE
----
<S> <C>
Heitman Real Estate Portfolio............... 0.75% of the first $100 million;
plus 0.65% in excess of $100
million.
</TABLE>

The fees paid by the Portfolio, although higher than the investment advisory
fees paid by most other mutual funds, is comparable to the fees paid for simi-
lar services by many funds with similar investment objectives and policies.

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.

DEAN A. SOTTER--Mr. Sotter is President of the Adviser with overall respon-
sibility for portfolio management and marketing. Prior to joining the Adviser,
Mr. Sotter was a Partner of PRA Securities Advisors, L.P. He was a Portfolio
Manager and Vice President of JMB Institutional Realty Corporation from 1985-
1992, where his responsibilities included property level analysis, budgeting
and valuation as well as financial reporting and client communications.

28
<PAGE>

TIMOTHY J. PIRE--Mr. Pire is Vice President of the Adviser with responsibil-
ity for portfolio management, investigation and analysis of publicly traded
real estate securities and implementation of the investment strategy through
portfolio management. Prior to joining the Adviser, Mr. Pire served as a Re-
search Analyst with PRA Securities Advisors, L.P., and he was an Associate Ap-
praiser with Lyon, Skelte & Speirs in Seattle, Washington from 1990-1992 where
he was involved in valuation of commercial real estate and writing full narra-
tive appraisals.

RANDALL E. NEWSOME--Mr. Newsome is Vice President of the Adviser with re-
sponsibility for portfolio management, investigation and analysis of publicly
traded real estate securities and implementation of the investment strategy
through portfolio management. Mr. Newsome also oversees the Adviser's trading
positions. Prior to joining the Adviser, Mr. Newsome served as a Research Ana-
lyst with PRA Securities Advisors, L.P. and he was a Vice President with The
Stratus Corporation in Chicago, Illinois from 1989-1993 where he was responsi-
ble for property management, leasing and construction management.

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. ("UAMFSI"), a wholly-owned subsidiary of UAM, is re-
sponsible for performing and overseeing administrative, fund accounting, divi-
dend disbursing and transfer agent services provided to the Fund and its Port-
folios. UAMFSI's principal office is located at 211 Congress Street, Boston,
MA 02110. UAMFSI has subcontracted some of these services to Chase Global
Funds Services Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, by
a Mutual Funds Service Agreement dated June 30, 1997. CGFSC is located at 73
Tremont Street, Boston, MA 02108.

<TABLE>
<CAPTION>
ANNUAL RATE
-----------
<S> <C>
Heitman/PRA Real Estate Portfolio................................ 0.06%
</TABLE>

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

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

Fees are allocated among each Portfolio of the Fund on the basis of its rel-
ative assets and are subject to a graduated minimum fee schedule per Portfo-
lio, which

29
<PAGE>

starts at $2,000 per month and increases to $70,000 annually after two years.
If a separate class of shares is added to a Portfolio, its minimum annual fee
increases by $20,000.

DISTRIBUTOR

ACG Capital Corporation (the "Distributor"), 1661 Tice Valley Boulevard
#200, Walnut Creek, California 94595, distributes the Advisor Class Shares of
the Portfolio. Under the Distribution Agreement (the "Agreement"), the Dis-
tributor, as agent of the Fund, agrees to use its best efforts as sole dis-
tributor of the Portfolio's Advisor Class Shares. The Distributor receives
compensation under the Agreement with respect to the Shares offered in this
Prospectus (as described under "SERVICE AND DISTRIBUTION PLANS" and "FEES AND
CHARGES" above). The Agreement continues in effect as long as it is approved
at least annually by the Fund's Board of Trustees. Those approving the Agree-
ment must include a majority of Trustees who are neither parties to the Agree-
ment nor interested persons of any such party. The Agreement provides that the
Fund will bear costs of registration of its shares with the SEC and various
states as well as the printing of its prospectuses, its SAIs and its reports
to shareholders.

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser to select the brokers or deal-
ers that will execute the purchases and sales of investment securities for the
Portfolios and direct the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all transactions of the Port-
folios. The Adviser may, however, consistent with the interests of the Portfo-
lio, select brokers on the basis of research, statistical and pricing services
they or their affiliates provide to the Portfolios. 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 an-
other qualified broker would have charged for effecting the same transaction,
provided that such commissions are paid in compliance with the Securities Ex-
change Act of 1934, as amended, and that the Adviser determines in good faith
that the commission is reasonable in terms either of the transaction or the
overall responsibility of the Adviser to the Portfolios and the Adviser's
other clients.

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

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

30
<PAGE>

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Delaware business trust on May 18, 1994 under
the name "The Regis Fund II". On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust." The Fund's Agreement and Declaration of Trust
permits the Fund to issue an unlimited number of shares of beneficial inter-
est, without par value. The Trustees have the power to designate one or more
series ("Portfolios") or classes of shares of beneficial interest without fur-
ther action by shareholders.

Both Institutional Class and Advisor Class Shares represent an interest in
the same assets of a Portfolio. Advisor Class Shares impose a sales load on
purchases and bear certain expenses related to shareholder servicing and dis-
tribution of such shares. Advisor Class Shares have exclusive voting rights
for matters relating to such distribution expenditures. The Board of Trustees
has authorized an Institutional Service Class of shares which is not currently
offered by this Portfolio. Information about the Advisor Class Shares of the
Portfolios is available upon request by contacting the UAM Funds Service Cen-
ter.

Annual meetings will not be held 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 hold-
ers of not less than 10% of the outstanding shares of the Fund. The Fund will
assist shareholder communications in such matters to the extent required by
the undertaking.

31
<PAGE>

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

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

REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF AD-
DITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFERING BY THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

32
<PAGE>

- --------------------------------------------------------------------------------
APPLICATION ADVISOR CLASS SHARES
- --------------------------------------------------------------------------------

UAM FUNDS

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

FOR HELP WITH THIS APPLICATION, OR FOR MORE
INFORMATION, CALL US TOLL FREE: 1-800-638-7983.

Distributed by ACG Capital Corporation

------------------------------------------------
Owner's Name: First, Initial, Last
[_][_][_][-][_][_][-][_][_][_][_]
---------------------------------
Owner's Social Security Number

------------------------------------------------
Joint Owner's Name: First, Initial, Last
[_][_][_][-][_][_][-][_][_][_][_]
---------------------------------
Joint Owner's Social Security Number

Joint accounts will be registered joint tenants with right of survivorship
unless otherwise indicated.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] Trust [_] Exempt [_] Non-Exempt [_] Qualified Plan

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

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

------------------------------------------------------------
Beneficiary's Name
[_][_][_][-][_][_][-][_][_][_][_]
--------------------------------- -----------------------
Taxpayer's ID Date of Trust Agreement

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] Custodial/Gift to Minors

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

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

------------------------------
Minor's Social Security Number

------------------------------
Minor's State of residence
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[_] *Corporation, Partnership or Other Entity

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

------------------------------
Name of Corp. or Other Entity
[_][_][_][-][_][_][-][_][_][_][_]
--------------------------------- [_] Exempt [_] Non-Exempt
Taxpayer ID Number
* Please enclose a corporate resolution which identifies individuals
authorized to conduct transactions in this account.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- --------------------------------------------------------------------------------
2 ADDRESS
- --------------------------------------------------------------------------------

------------------------------
Street or P.O. Box Number
------------------------------
City State Zip Code

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

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

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
6 ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

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

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

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

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

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

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

- --------------------------------------------------------------------------------
7 BROKER-DEALER/FINANCIAL PLANNER INFORMATION
- --------------------------------------------------------------------------------

- ------------------------------- -----------------------------------
Dealer Name Address of office servicing account
(as it appears on Selling Group
Agreement)

-----------------------------------
- ------------------------------- City State Zip Code
Address of home office

-----------------------------------
- ------------------------------- Representative's Name, Number,
City State Zip Code Branch Number

-----------------------------------
- ------------------------------- Representative's telephone number
Authorized signature of dealer

- -------------------------------
For Internal Use Only

Source: ______
Code: ________
- -------------------------------

- --------------------------------------------------------------------------------
8 INTERESTED PARTY:
- --------------------------------------------------------------------------------

In addition to the account statement sent to your registered address, you may
also have a Monthly Consolidated Statement Mailed to up to ten (10)
interested parties (tax adviser, 401(k) Plan Administrator, Financial
Planner, etc.). Please add a sheet with additional interested party names and
addresses.

- --------------------------------- --------------------------------------------
Name Firm Name (if applicable)

- -----------------------------------------
Address

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

- --------------------------------------------------------------------------------
9 AUTOMATIC INVESTMENT PLAN (AIP)
- --------------------------------------------------------------------------------

An account balance of at least $2,500 is required.

PREFERRED INVESTMENT SCHEDULE (PLEASE CHECK ONE):

[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually

Begin investment on (Enter month/year):
-----------------------

Debit My (Our) Bank Account and Invest as Follows ($100 Minimum Per Account):

$
_____________________________________
Fund Amount

Please be sure to complete the back of this form.

UAM Funds Service Center
<PAGE>