UAM FUNDS TRUST, 485BPOS, 2000-03-01

UAM FUNDS TRUST
485BPOS, 2000-03-01

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<PAGE>

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 /X/

Post-Effective Amendment No. 41 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 42 /X/

UAM FUNDS TRUST
(Exact Name of Registrant as specified in Charter)

c/o UAM Fund Services, Inc.
211 Congress St., 4/th/ Floor
Boston, Massachusetts 02110
Registrant's Telephone Number (617) 542-5440
(Address of Principal Executive Offices)
----------------------------------------

Gary L. French, Treasurer
UAM Fund Services, Inc.
211 Congress Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
---------------------------------------

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

It is proposed that this filing become effective (check appropriate box):
[X] Immediately upon filing pursuant to Paragraph (b)
[_] on (date) pursuant to Paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on (date) pursuant to paragraph (a) (1)
[_] 75 days after filing pursuant to Paragraph (a) (2)
[_] on (date) pursuant to Paragraph (a) (2) of Rule 485

If appropriate, check the following box:

[_] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>

PART A
UAM FUNDS TRUST

The Institutional Class and the Institutional Service Class prospectuses for
IRA Capital Preservation Portfolio (formerly the Dwight Capital Preservation
Portfolio) are included in this Post-Effective Amendment No. 41.

The prospectus for Provident Focus Portfolio is contained in Post-Effective
Amendment No. 39, which was filed on December 28, 1999.

The prospectuses for the following portfolios are contained in Post-Effective
Amendment No. 35 to this Registration Statement, filed on August 9, 1999:

. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares
. Cambiar Opportunity Portfolio
. Chicago Asset Management Intermediate Bond Portfolio
. Chicago Asset Management Value/Contrarian Portfolio
. Clipper Focus Portfolio
. Hanson Equity Portfolio
. Jacobs International Octagon Portfolio
. MJI International Equity Portfolio Institutional Class Shares
. MJI International Equity Portfolio Institutional Service Class Shares
. Pell Rudman Mid-Cap Growth Portfolio
. TJ Core Equity Portfolio

The Institutional Class and Institutional Service Class prospectuses for FPA
Crescent Portfolio are contained in Post-Effective Amendment No. 34 to this
Registration Statement, filed on July 28, 1999.

The Advisor Class and Institutional Class prospectuses for Heitman Real Estate
Portfolio are contained in Post-Effective Amendment No. 30 to this Registration
Statement, filed on April 22, 1999.
<PAGE>

UAM Funds
Funds for the Informed Investorsm

IRA Capital Preservation Portfolio
Institutional Class Prospectus March 1, 2000

[LOGO OF UAM]

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

<PAGE>

Table Of Contents

<TABLE>
<S> <C>
Portfolio Summary .............................................................1

What is the Investment Objective of the Portfolio? ........................ 1
What are the Principal Investment Strategies of the Portfolio? ............ 1
What are the Principal Risks of the Portfolio? ............................ 2
How has the Portfolio Performed? .......................................... 3
What are the Fees and Expenses of the Portfolio? .......................... 4

Investing with the UAM Funds ..................................................5

Buying Shares ............................................................. 5
Redeeming Shares .......................................................... 6
Transaction Policies ...................................................... 6

Account Policies .............................................................11

Distributions ............................................................. 11
Federal Taxes ............................................................. 11

Portfolio Details ............................................................13

Principal Investments and Risks of the Portfolio .......................... 13
Other Investment Practices and Strategies ................................. 16
Year 2000 ................................................................. 17
Investment Management ..................................................... 18
Shareholder Servicing Arrangements ........................................ 20
Additional Classes ........................................................ 20

Financial Highlights .........................................................21
</TABLE>

<PAGE>

Portfolio Summary

With certain exceptions, the portfolio offers its shares only to individ-
ual investors who invest in the portfolio through an individual retirement
account ("IRA"), Education IRA, SEP-IRA, SIMPLE IRA, ROTH-IRA or KEOGH
Plan.

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

The portfolio seeks a level of current income higher than that of money
market funds, while attempting to preserve principal and maintain a stable
net asset value per share (NAV). The portfolio cannot guarantee it will
meet its investment objectives. The portfolio may change its investment
objectives without shareholder approval.

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

This section summarizes the principal investment strategies of the portfo-
lio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE
PORTFOLIO."

The portfolio is designed to produce higher returns than a money market
fund, while seeking to maintain a NAV that is considerably more stable
than a typical high-quality fixed-income fund. Like other high-quality
fixed-income funds, the portfolio invests primarily in debt securities
that a nationally recognized statistical rating agency (rating agency),
such as Moody's Investors Service or Standard & Poor's Rating Group, has
rated in its top rating category at the time of purchase. The portfolio
seeks to achieve a rate of return that is higher than most money market
funds by maintaining an average duration of 1.5 to 4.0 years, which is
longer than the average money market fund.

Unlike other funds, the portfolio seeks to stabilize its NAV by purchasing
wrapper agreements. A wrapper agreement is a mechanism offered by banks
and insurance companies (wrap providers) that assists the portfolio in
seeking to protect principal. Wrapper agreements obligate wrap providers
to make certain payments to the portfolio to offset changes in the market
value of some or all of portfolio's assets. These payments are designed to
enable the portfolio to pay redeeming shareholders an amount equal to the
purchase price of the portfolio's assets plus accrued income. For example,
if a shareholder redemption requires the portfolio to sell a security for
less than its purchase price plus accrued income, the wrapper agreement
would cause the wrap provider to pay the portfolio the difference, and
vice versa.

1
<PAGE>

The portfolio expects the combination of debt securities and wrapper
agreements will provide its shareholders with a stable NAV. However, by
purchasing wrapper agreements, the portfolio also trades some of the po-
tential for capital appreciation and the ability to maximize its yield for
protection from a decline in the value of its holdings caused by changes
in interest rates.

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

This section summarizes the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."

As with all mutual funds, at any time, your investment in the portfolio
may be worth more or less than the price that you originally paid for it.
You may lose money by investing in the portfolio because:

. The portfolio may not achieve its goal because its strategy did not
produce the intended results or because it did not implement its
strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
portfolio.

The portfolio cannot guarantee that the combination of securities and
wrapper agreements will provide a constant NAV or a current rate of return
that is higher than a money market fund. Discussed below are some of the
factors associated with investments in wrapper agreements.

The costs the portfolio incurs when buying wrapper agreements may reduce
its return and as a result its performance.

Wrap providers do not typically assume the credit risk associated with the
issuer of any covered assets. Therefore, if an issuer of a security de-
faults on payments of principal or interest or has its credit rating down-
graded, the portfolio may have to sell covered assets quickly and at
prices that may not fully reflect their current value. Downgrades below
investment-grade and defaults by the issuer of covered assets usually will
cause the wrap provider to remove such assets from the coverage of a wrap-
per agreement.

The portfolio might not be able to replace existing wrapper agreements
with other suitable wrapper agreement if (1) they mature or terminate or
(2) the wrap provider defaults or has its credit rating lowered. The port-
folio may be unable to obtain suitable wrapper agreements or may elect not
to cover some or all of its assets with wrapper agreements. This could oc-
cur if wrapper agreements are not available or if the adviser believes
that the terms of available wrapper agreements are unfavorable.

2
<PAGE>

If the portfolio's attempts to stabilize its NAV fail, the value of its
investments could fall because of changes in interest rates. Rising inter-
est rates tend to cause the prices of debt securities (especially those
with longer maturities), and the portfolio's share price, to fall. Rising
interest rates may also cause investors to pay off mortgage-backed and as-
set-backed securities later than anticipated, forcing the portfolio to
keep its money invested at lower rates. Falling interest rates, however,
generally cause investors to pay off mortgage-backed and asset-backed se-
curities earlier than expected, forcing the portfolio to reinvest the
money at a lower interest rate.

The credit rating or financial condition of an issuer may affect the value
of a debt security. Generally, the lower the quality rating of a security,
the greater the risk that the issuer will fail to pay interest fully and
return principal in a timely manner. If an issuer defaults or becomes un-
able to honor its financial obligations, the security may lose some or all
of its value.

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

The portfolio has not presented a bar chart or performance table because
it has been in existence for less than one year.

IS THE PORTFOLIO APPROPRIATE FOR ME?
- -------------------------------------------------------------------------------

The portfolio is intended for investors age 59 1/2 or older.

3
<PAGE>

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

Fees and Expenses of the Portfolio

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

<TABLE>
<CAPTION>
IRA Capital
Preservation Portfolio
-----------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your
investment)
-----------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed) 2.00%#
-----------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses that are deducted from the assets
of the portfolio)
-----------------------------------------------------------------------------
Management Fee 0.50%
-----------------------------------------------------------------------------
Other Expenses+ 0.60%
-----------------------------------------------------------------------------
Total Annual Fund Operating Expenses* 1.10%
</TABLE>

# Shareholders pay a redemtpion fee when they redeem shares held for less
than the number of days listed under "Redemption Fee" in the section on
"Transaction Policies."

+ Other Expenses are based on estimated amounts for the first fiscal year
of the portfolio. Other Expenses include the fees the portfolio expects
to pay for wrapper agreements.

* "Other Expenses" presented in the table above may be higher than the ex-
penses you would actually pay as a shareholder in the portfolio. This is
due to the fact that the adviser has voluntarily agreed to limit the ex-
penses of this class of the portfolio to the extent necessary to keep
their total expenses (excluding interest, taxes, brokerage commissions
and extraordinary expenses) from exceeding the amount presented in the
table below, expressed as a percentage of the portfolio's average dai;y
net assets. The adviser may change or cancel its expense limitation at
any time. In addtion, "Other Expenses" do not take into account any ex-
pense offset arrangement the portfolio may have that would reduce its
custodian fee based on the amount of cash the portfolio maintains with
its custodian. This would also have the effect of reducing the portfo-
lio's expenses.

<TABLE>
<CAPTION>
IRA Capital Preservation Portfolio
---------------------------------------------------------------------------
<S> <C>
Expected Limit 1.00%
</TABLE>

Example

This example can help you to compare the cost of investing in this portfo-
lio to the cost of investing in other mutual funds. The example assumes
you invest $10,000 in the portfolio for the periods shown and then redeem
all of your shares at the end of those periods. The example also assumes
that you earned a 5% return on your investment each year, that you rein-
vested all of your dividends and distributions and that you paid the total
expenses stated above (which do not reflect any expense limitations)
throughout the period of your investment. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years
---------------------------------------------------
<S> <C> <C>
IRA Capital Preservation Portfolio $112 $350
</TABLE>

4
<PAGE>

Investing with the UAM Funds

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

To open an account To buy more shares
---------------------------------------------------------------------------
By Mail Send a check or money Send a check and, if pos-
order and your account sible, the "Invest by
application to the UAM Mail" stub that accompa-
Funds. Make checks pay- nied your statement to the
able to "UAM Funds" UAM Funds. Be sure your
(the UAM Funds will not check identifies clearly
accept third-party your name, account number
checks). and the UAM Fund into
which you want to invest.

---------------------------------------------------------------------------
By Wire Call 1-877-826-5465 for Call 1-877-826-5465 to get
an account number and a wire control number and
wire control number. wire your money to the UAM
Send your completed ac- Funds as follows:
count application to
the UAM Funds. Wire
your money to the UAM
Funds as follows:

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

---------------------------------------------------------------------------
By Automatic Investment Plan (Via ACH)
You may not open an ac- To set up a plan, mail a
count via ACH. completed application to
the UAM Funds. To cancel
or change a plan, write to
the UAM Funds. Allow up to
15 days to create the plan
and 3 days to cancel or
change it.

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

Minimum Investments$500--IRAs $100
$250--Spousal IRAs

UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

5
<PAGE>

REDEEMING SHARES
- -------------------------------------------------------------------------------
By Mail Send a letter signed by all registered parties on the ac-
count to the UAM Funds specifying:

. The UAM Fund.

. The account number; and

. The dollar amount or number of shares you wish to re-
deem.

Certain shareholders may need to include additional docu-
ments to redeem shares. Please see the Statement of Addi-
tional Information (SAI) if you need more information.

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

Call 1-877-826-5465 to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.

---------------------------------------------------------------------------
Online You can redeem shares on the Internet at www.uam.com. For
login information, including your personal identification
number (PIN), please call 1-877-826-5465.

---------------------------------------------------------------------------
By Systematic If your account balance is at least $10,000, you may
Withdrawal transfer as little as $100 per month from your UAM Funds
Plan (Via ACH) account to your financial institution.

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

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

Who May Invest in the Portfolio?

With certain exceptions, the portfolio offers its shares to investors who
wish to invest in the portfolio through one of the following types of in-
dividual retirement accounts:

. Plans described in Section 408 of the Internal Revenue Code (includes
traditional IRAs, SEP-IRAs and SIMPLE IRAs);

. Plans described in Section 408A of the Internal Revenue Code (ROTH-
IRAs);

6
<PAGE>

. Plans described in Section 530 of the Internal Revenue Code (Education
IRAs); and

. Plans maintained by sole proprietorships (KEOGH Plans).

From time to time, the portfolio may allow certain shareholders, including
affiliates of its investment adviser, to buy shares of the portfolio
through an account that does not qualify as one of the IRAs described
above.

Calculating Your Share Price

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

Securities that are traded on foreign exchanges may trade on days when the
New York Stock Exchange is closed. Consequently, the value of a UAM Fund
may change on days when you are unable to purchase or redeem shares.

The UAM Funds calculate their NAVs by adding the total value of their as-
sets, subtracting their liabilities and then dividing the result by the
number of shares outstanding. The UAM Funds use market prices to value
their investments. Investments that do not have readily available market
prices, such as wrapper agreements, are valued at fair value, according to
guidelines established by the UAM Funds. The UAM Funds may also value se-
curities at fair value when events occur that make established valuation
methods (such as stock exchange closing prices) unreliable. The UAM Funds
value debt securities that are purchased with remaining maturities of 60
days or less at amortized cost, which approximates market value. The UAM
Funds may use a pricing service to value some of their assets, such as
debt securities or foreign securities.

Buying or Selling Shares through a Financial Intermediary

You may buy or sell shares of the UAM Funds through a financial intermedi-
ary (such as a financial planner or adviser). Generally, to buy or sell
shares at the NAV of any given day your financial intermediary must

7
<PAGE>

receive your order before the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all purchase and
redemption requests, investment information, documentation and money to
the UAM Funds on time. Your financial intermediary may charge additional
transaction fees for its services.

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

In-Kind Transactions

At the UAM Funds' discretion, you may pay for shares with securities in-
stead of cash.

Payment of Redemption Proceeds

The UAM Funds will pay for all shares redeemed within seven days after
they receive a redemption request in proper form. To be in proper form, a
written redemption request must include the following information:

. The name of the UAM Fund;

. The account number;

. The account name(s);

. The address;

. The dollar amount or number of shares you wish to redeem; and

. The signatures of all registered share owner(s) in the exact name(s)
and any special capacity in which they are registered.

The UAM Funds may require that signatures be guaranteed by a bank or mem-
ber firm of a national securities exchange. Signature guarantees are for
the protection of shareholders. Before they grant a redemption request,
the UAM Funds may require a shareholder to furnish additional legal docu-
ments to insure proper authorization.

If you redeem shares that were purchased by check, you will not receive
your redemption proceeds until the check has cleared, which may take up to
15 days from the purchase date. You may avoid these delays by paying for
shares with a certified check, bank check or money order.

8
<PAGE>

Redemption Fee

The portfolio will deduct a 2.00% redemption fee from the redemption pro-
ceeds of any shareholder redeeming shares of the portfolio held for less
than twelve months. Shareholders who have held their shares continuously
for at least twelve months would not pay a redemption fee.

The portfolio will retain the fee for the benefit of the remaining share-
holders. The portfolio charges the redemption fee to help minimize the im-
pact the redemption may have on the performance of the portfolio, to fa-
cilitate portfolio management and to offset certain transaction costs and
other expenses the portfolio incurs because of the redemption. The portfo-
lio also charges the redemption fee to discourage market timing by those
shareholders initiating redemptions to take advantage of short-term market
movements.

Telephone Transactions

The UAM Funds will employ reasonable procedures to confirm that instruc-
tions communicated by telephone are genuine. The UAM Funds will not be re-
sponsible for any loss, liability, cost or expense for following instruc-
tions received by telephone that it reasonably believes to be genuine.

Rights Reserved by the UAM Funds

Purchases

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

. Stop offering shares;

. Reject any purchase order; or

. Bar an investor engaged in a pattern of excessive trading from buying
shares. (Excessive trading can hurt performance by disrupting manage-
ment and by increasing expenses.)

Redemptions

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail. The UAM Funds may sus-
pend your right to redeem if:

. Trading on the New York Stock Exchange is restricted; or

. The Securities and Exchange Commission allows the UAM Funds to delay
redemptions.

9
<PAGE>

Exchanges

The UAM Funds may:

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

. Reject any request for an exchange; or

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

10
<PAGE>

Account Policies

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

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

To maintain a stable NAV, the portfolio may have to declare and pay divi-
dends in amounts that are not equal to the amount of net investment income
it actually earns. This may cause the portfolio to take some or all of the
following actions:

. If the portfolio distributes more money than it actually earned
through its investments, it may have to make a distribution that may
be considered a return of capital.

. If the income the portfolio receives exceeds the amount of dividends
distributed, the portfolio may have to distribute that excess income
to shareholders and declare a reverse split of its shares.

The portfolio may split its shares when it distributes its net capital
gains. Share splits or reverse share splits will cause the number of
shares owned by shareholders to increase or decrease while allowing the
NAV of the portfolio to remain stable.

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

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

Taxes on Distributions

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

11
<PAGE>

You should note that if you purchase shares just before a distribution,
the purchase price would reflect the amount of the upcoming distribution.
In this case, you would be taxed on the entire amount of the distribution
received, even though, as an economic matter, the distribution simply con-
stitutes a return of your investment. This is known as "buying into a div-
idend" and should be avoided. Call 1-877-826-5465 to find out when the
portfolio expects to make a distribution to shareholders.

Taxes on Redemptions

If the portfolio fails to maintain a stable NAV, when you redeem shares of
the portfolio you may recognize a capital gain or loss for federal tax
purposes. This gain or loss will be based on the difference between the
cost of your shares and the amount you receive for them. To aid in comput-
ing your tax basis, you should keep your account statements for the peri-
ods during which you held shares.

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

Backup Withholding

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

12
<PAGE>

Portfolio Details

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

This section briefly describes the principal investment strategies the
portfolio may employ in seeking its objectives. For more information con-
cerning these investment strategies and their associated risks, please
read the "PORTFOLIO SUMMARY" and the SAI. You can find information on the
portfolio's recent strategies and holdings in its annual/semi-annual re-
port. As long as it is consistent with other policies described in the
SAI, the portfolio may change these strategies without shareholder approv-
al.

The portfolio invests primarily in debt securities that a nationally rec-
ognized statistical rating agency (rating agency), such as Moody's Invest-
ors Service or Standard & Poor's Rating Group, has rated in its top rating
category at the time of purchase. The portfolio may also invest in

. Liquid short-term investments, such as money market instruments, that
a rating agency has rated in one of its top two short-term rating cat-
egories at the time of purchase; and

. Other investments, including commingled pools of debt securities hav-
ing similar characteristics to the portfolio.

The average duration of the portfolio will normally range from 1.5 to 4.0
years. The portfolio expects its dollar weighted average maturity will be
six years or less.

The portfolio seeks to stabilize its NAV by purchasing wrapper agreements
from financial institutions, such as insurance companies and banks (wrap
providers) that a rating agency has rated in one of its top two rating
categories at the time of purchase. The portfolio expects to purchase
enough wrapper agreements to cover all of its debt securities, but not its
cash, cash equivalents or other liquid short-term investments.

Comparison to Money Market Funds and Other Fixed Income Funds

While not fixed at $1.00 per share like a money market fund, the wrapper
agreements are likely to cause the net asset value of the portfolio to be
considerably more stable than a typical high-quality fixed-income fund. A
money market fund will generally have a shorter average maturity than the
portfolio and its yield will tend to more closely track the direction of
current market rates than the yield of the portfolio. Over the long-term,
however, the adviser believes the portfolio's mix of investments and
longer average duration will offset those differences by

13
<PAGE>

producing higher returns than a money market fund. The portfolio cannot,
however, guarantee that the combination of securities and wrapper agree-
ments will provide a constant NAV or a current rate of return that is
higher than a money market mutual fund.

What are the Characteristics and Risks of the Securities in which the
Portfolio Invests?

Wrapper Agreements

A wrapper agreement obligates the wrap provider to make certain payments
to the portfolio in exchange for an annual premium. Payments made by the
wrap provider are designed to enable the portfolio to make redemption pay-
ments reflecting the purchase price plus accrued income (book value) of
the portfolio's assets covered by the wrapper agreement (covered assets),
rather than the market value of the covered assets. Income is accrued on
the portfolio's investments at a rate established by each wrap provider
based on the yield of the covered assets, adjusted for amortization of
gains and losses over the duration of such covered assets (crediting
rate). Under a typical wrapper agreement, if a shareholder redemption re-
quires the portfolio to sell a covered asset for less than its purchase
price plus accrued income, the wrap provider will pay the portfolio the
difference. If a shareholder redemption requires the portfolio to sell a
security for more than its purchase price plus accrued income, the portfo-
lio will pay the wrap provider the difference.

The portfolio expects that the value of the wrapper agreements will move
in the opposite direction from the market value of the covered assets.
When the value of the covered assets is less than their purchase price
plus accrued income, the portfolio will treat the difference as an asset.
Similarly, when the value of the covered assets is more than their pur-
chase price plus accrued income, the excess will be a liability of the
portfolio. Normally, the portfolio expects the sum of the total value of
its wrapper agreements plus the total market value of all of its covered
assets to equal the purchase price plus accrued income of its covered as-
sets resulting in a stable NAV.

The terms of the wrapper agreements vary concerning when payments must ac-
tually be made between the portfolio and the wrap provider. In some cases,
payments may be due upon disposition of the covered assets. Other wrapper
agreements only provide for settlement when the wrapper agreement termi-
nates or the portfolio sells all of the covered assets.

The rate at which income accrues will generally reflect movements in pre-
vailing interest rates, though sometimes it may differ from these rates

14
<PAGE>

or the actual interest income earned on the covered assets. The costs the
portfolio incurs when buying wrapper agreements may reduce its return and
as a result it may not perform as well as other high-quality fixed-income
funds of comparable duration.

The portfolio may have to maintain a specified percentage of its total as-
sets in short-term investments to cover redemptions and portfolio ex-
penses. This may result in a lower return for the portfolio than if it had
invested in longer-term debt securities.

Wrap providers do not typically assume the credit risk associated with the
issuer of any covered assets. Therefore, if an issuer of a security defaults
on payments of principal or interest or has its creidt rating down-graded, the
portfolio may have to sell covered assets quickly and at prices that may not
fully reflect their current value. Downgrades below investment-grade and
defaults by the issuer of covered assets usually will cause the wrap provider
to remove such assets from the coverage of a wrapper Agreements.

There is no active trading market for wrapper agreements and the portfolio
does not expect one to develop.

Debt Securities

A debt security is an interest bearing security that corporations and gov-
ernments use to borrow money from investors. The issuer of a debt security
promises to pay interest at a stated rate, which may be variable or fixed,
and to repay the amount borrowed at maturity (dates when debt securities
are due and payable). The portfolio may invest in a variety of types of
debt securities, including those issued by corporations and the U.S. gov-
ernment and its agencies, mortgage-backed and asset-backed securities (se-
curities that are backed by pools of loans or mortgages assembled for sale
to investors), municipal notes and bonds, commercial paper and certifi-
cates of deposit.

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

15
<PAGE>

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

In addition to its principal investment strategies, the portfolio may use
the investment strategies described below. It may also employ investment
practices that this prospectus does not describe, such as repurchase
agreements, when-issued and forward commitment transactions, lending of
securities, borrowing and other techniques. For information concerning
these and other investment practices and their risks, you should read the
SAI.

Derivatives

Generally, a derivative is a financial transaction whose value is based on
the value of an underlying asset, interest rate, exchange rate, stock in-
dex or other measures. The portfolio may invest futures, options and swaps
to protect against a change in the price of an investment the portfolio
owns or anticipates buying in the future (a practice known as hedging).
The portfolio also may use futures, options and swaps to remain fully in-
vested and to reduce transaction costs.

Futures contracts are contracts that obligate the buyer to receive and the
seller to deliver a security or money on a specified date. Options grant
the right, but not the obligation, to buy or sell a specified amount of a
security or other assets on or before a specified date at a predetermined
price. Swap transactions obligates two parties to exchange, or swap, a se-
ries of cash flows at specified dates.

Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. The portfolio may lose money if the advis-
er:

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

. Judges market conditions incorrectly.

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

Short-Term Investing

At times, the adviser may decide to invest up to 100% of the portfolio's
assets in a variety of high-quality, short-term debt securities, such as
U.S. government securities. The adviser may invest in these types of secu-
rities for temporary defensive purposes, to earn a return on uninvested
assets or to meet redemptions. The adviser may temporarily adopt a defen-
sive position to reduce changes in the value of the shares of the portfo-
lio that may result from adverse market, economic, political or other
developments.

16
<PAGE>

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

Portfolio Turnover

The portfolio may buy and sell investments relatively often. Such a strat-
egy often involves higher expenses, including brokerage commissions, and
may increase the amount of capital gains (and, in particular, short-term
gains) realized by the portfolio. Shareholders must pay tax on such capi-
tal gains. See "Federal Taxes" for more information.

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

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

As of the date of this prospectus, the UAM Funds and their major service
providers have not experienced any year 2000-related computer problems.
However, it is possible that year 2000-related computer problems will
still affect the UAM Funds in the future. To reduce the likelihood that a
year 2000-related computer problem would affect the UAM Funds, the UAM
Funds and their advisers, administrator, distributor and transfer agent
have taken steps they believe are reasonably necessary to address any
portfolio-related year 2000-related computer problems. Such steps include
making necessary changes to their own computer systems; obtaining assur-
ances from their major service providers that they are ready for the tran-
sition to the year 2000; and reviewing key service providers' contingency
plans. The UAM Funds cannot predict the degree to which the year 2000 is-
sue will affect their investments or operations. Any negative consequences
could adversely affect your investment in the UAM Funds.

17
<PAGE>

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

Investment Adviser

Dwight Asset Management Company, a Delaware corporation located at 125
College Street, Burlington, Vermont 05401, is the investment adviser to
the portfolio. The adviser manages and supervises the investment of the
portfolio's assets on a discretionary basis. The adviser, an affiliate of
United Asset Management Corporation, has provided investment management
services to corporations, pension and profit-sharing plans, 401(k) and
thrift plans since 1983.

For its services, the portfolio pays the adviser a fee of 0.50% of its av-
erage net assets. The adviser has voluntarily agreed to limit the total
expenses (excluding interest, taxes, brokerage commissions and extraordi-
nary expenses) of this class of the portfolios to 1.00%, also expressed as
a percentage of average net assets. To maintain this expense limit, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of the portfolio. The adviser intends to continue its expense
limitation until further notice, but may discontinue it at any time. Dur-
ing the portfolio's most recent fiscal year, adviser waived its entire
management fee.

Portfolio Managers

A team of investment professionals of the adviser is primarily responsible
for the day-to-day management of the portfolio.

Adviser's Historical Performance

The adviser manages accounts of debt securities that have substantially
similar investment objectives as the portfolio. The adviser manages these
accounts using techniques and strategies substantially similar, though not
always identical, to those used to manage the portfolio. A composite of
the performance of all of these accounts is listed below. The performance
data for the managed accounts reflects the deduction of an average fee.
All fees and expenses of the separate accounts were less than the operat-
ing expenses of the portfolio. If the performance of the managed accounts
was adjusted to reflect fees and expenses of the portfolio, the compos-
ite's performance would have been lower.

Quarterly returns of the composite combine the individual account returns
by asset weighing each individual account's asset value as of the end of
the quarter. The yearly returns are computed by geometrically linking the
returns of each quarter within the year. This calculation method differs
from the SEC method of calculating returns. Had the adviser calculated its
performance using the SEC's method, its results might have differed.

18
<PAGE>

The separately managed accounts are not subject to investment limitations,
diversification requirements, and other restrictions imposed by the In-
vestment Company Act of 1940 and the Internal Revenue Code. If they were,
their returns might have been lower. The performance of these separate ac-
counts is not intended to predict or suggest the performance of the port-
folio and may be calculated differently than the performance of the port-
folio.

<TABLE>
<CAPTION>
Dwight Asset Management Ryan 5 Year
Company All Funds Composite* GIC Master Index+
---------------------------------------------------------------------------------
<S> <C> <C>
Calendar Years
1999 6.65% 6.57%
---------------------------------------------------------------------------------
1998 6.94% 6.57%
---------------------------------------------------------------------------------
1997 7.11% 6.58%
---------------------------------------------------------------------------------
1996 7.28% 6.73%
---------------------------------------------------------------------------------
1995 7.63% 7.19%
---------------------------------------------------------------------------------
1994 8.10% 7.52%
---------------------------------------------------------------------------------
1993 8.69% 8.15%
---------------------------------------------------------------------------------
1992 9.37% 8.70%
Average Annual Returns For Periods Ended 12/31/99
1-year 6.65% 6.57%
---------------------------------------------------------------------------------
3-years 6.91% 6.57%
---------------------------------------------------------------------------------
5-years 7.13% 6.73%
---------------------------------------------------------------------------------
10-years 8.29% 7.60%
</TABLE>

* All returns are dollar weighted, and are net of fees and expenses. Re-
turns are net of fees, which are based on a dollar weighted average of
0.10% as of 12/31/99. During the period shown, the maximum fee charged
to the adviser's accounts was 0.17% and the minimum fee was 0.08%. The
adviser's composite has not been audited.

19
<PAGE>

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

Brokers, dealers, banks, trust companies and other financial representa-
tives may receive compensation from the UAM Funds or their service provid-
ers for providing a variety of services. This section briefly describes
how the financial representatives may get paid.

For providing certain services to their clients, financial representatives
may be paid a fee based on the assets of the UAM Funds that are attribut-
able to the financial representative. These services may include record
keeping, transaction processing for shareholders' accounts and certain
shareholder services not currently offered to shareholders that deal di-
rectly with the UAM Funds. In addition, your financial representatives may
charge you other account fees for buying or redeeming shares of the UAM
Funds or for servicing your account. Your financial representative should
provide you with a schedule of its fees and services.

The UAM Funds may pay all or part of the fees paid to financial represent-
atives. Periodically, the board of the UAM Funds reviews these arrange-
ments to ensure that the fees paid are appropriate to the services per-
formed. The UAM Funds do not pay these service fees on shares purchased
directly. In addition, the adviser and its affiliates may, at their own
expense, pay financial representatives for these services.

The adviser and its affiliates may, at their own expense, pay financial
representatives for distribution and marketing services performed with re-
spect to the UAM Funds.

The adviser may pay its affiliated companies for distribution and market-
ing services performed with respect to the UAM Funds.

ADDITIONAL CLASSES
- -------------------------------------------------------------------------------

The portfolio also offers Institutional Service Class shares, which pay
marketing or shareholder servicing fees. Since Institutional Service Class
shares have higher expenses, their performance is likely to be lower than
the Institutional Class.

20
<PAGE>

Portfolio Codes

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

<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
-----------------------------------------------------------------------------------------
<S> <C> <C>
ICPPX 902555259 784
</TABLE>
<PAGE>

IRA Capital Preservation Portfolio

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

Annual/Semi-Annual Report

The annual/semi-annual report of the portfolio provides additional infor-
mation about the portfolio's investments. In the annual report, you will
also find a discussion of the market conditions and investment strategies
that significantly affected the performance of the portfolio during the
last fiscal year.

Statement of Additional Information

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

How to Get More Information

Investors can receive free copies of the SAI, shareholder reports and
other information about the UAM Funds and can make shareholder inquiries
by writing to or calling:

UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

You can review and copy information about the portfolio (including the
SAI) at the Securities and Exchange Commission's Public Reference Room in
Washington, D.C. You can get information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at 1-202-
942-8090. Reports and other information about the portfolio are available
on the EDGAR Database on the Securities and Exchange Commission's Internet
site at http://www.sec.gov. You may obtain copies of this information, af-
ter paying a duplicating fee, by electronic request at the following E-
mail address: [email protected], or by writing the Securities and Ex-
change Commission's Public Reference Section, Washington, D.C. 20549-0102.

The portfolio's Investment Company Act of 1940 file number is 811-8544.

[LOGO OF UAM]
<PAGE>

UAM Funds
Funds for the Informed Investorsm

IRA Capital Preservation Portfolio
Institutional Class Service Prospectus March 1, 2000

[LOGO OF UAM]

<PAGE>

Table Of Contents

<TABLE>
<S> <C>
Portfolio Summary ............................................................

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

Investing with the UAM Funds .................................................

Buying Shares .............................................................
Redeeming Shares ..........................................................
Transaction Policies ......................................................

Account Policies .............................................................

Distributions .............................................................
Federal Taxes .............................................................

Portfolio Details ............................................................

Principal Investments and Risks of the Portfolio ..........................
Other Investment Practices and Strategies .................................
Year 2000 .................................................................
Investment Management .....................................................
Shareholder Servicing Arrangements ........................................
Additional Classes ........................................................

Financial Highlights .........................................................
</TABLE>

<PAGE>

Portfolio Summary

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

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

This section summarizes the principal investment strategies of the portfo-
lio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE
PORTFOLIO."

1
<PAGE>

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

This section summarizes the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."

. The portfolio may not achieve its goal because its strategy did not
produce the intended results or because it did not implement its
strategy properly.

. Unforeseen occurrences in the securities markets negatively affect the
portfolio.

The costs the portfolio incurs when buying wrapper agreements may reduce
its return and as a result its performance.

2
<PAGE>

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

The portfolio has not presented a bar chart or performance table because
it has been in existence for less than one year.

IS THE PORTFOLIO APPROPRIATE FOR ME?
- -------------------------------------------------------------------------------

The portfolio is intended for investors age 59 1/2 or older.

3
<PAGE>

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

Fees and Expenses of the Portfolio

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

<TABLE>
<CAPTION>
IRA Capital
Preservation Portfolio
-----------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your
investment)
-----------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed) 2.00%#
-----------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses that are deducted from the assets
of the portfolio)
-----------------------------------------------------------------------------
Management Fee 0.50%
-----------------------------------------------------------------------------
Service (12b-1) Fee 0.25%
-----------------------------------------------------------------------------
Other Expenses+ 0.60%
-----------------------------------------------------------------------------
Total Annual Fund Operating Expenses* 1.35%
</TABLE>

# Shareholders pay a redemtpion fee when they redeem shares held for less
than the number of days listed under "Redemption Fee" in the section on
"Transaction Policies."

+ Other Expenses are based on estimated amounts for the first fiscal year
of the portfolio. Other Expenses include the fees the portfolio expects
to pay for wrapper agreements.

<TABLE>
<CAPTION>
IRA Capital Preservation Portfolio
---------------------------------------------------------------------------
<S> <C>
Expected Limit 1.25%
</TABLE>

Example

<TABLE>
<CAPTION>
1 Year 3 Years
---------------------------------------------------
<S> <C> <C>
IRA Capital Preservation Portfolio $90 $271
</TABLE>

4
<PAGE>

Investing with the UAM Funds

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

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

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

Minimum Investments$500--IRAs $100
$250--Spousal IRAs

UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

5
<PAGE>

REDEEMING SHARES
- -------------------------------------------------------------------------------
By Mail Send a letter signed by all registered parties on the ac-
count to the UAM Funds specifying:

. The UAM Fund.

. The account number; and

. The dollar amount or number of shares you wish to re-
deem.

Certain shareholders may need to include additional docu-
ments to redeem shares. Please see the Statement of Addi-
tional Information (SAI) if you need more information.

Call 1-877-826-5465 to redeem your shares. Based on your
instructions, the UAM Funds will mail your proceeds to you
or wire them to your bank.

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

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

Who May Invest in the Portfolio?

With certain exceptions, the portfolio offers its shares to investors who
wish to invest in the portfolio through one of the following types of in-
dividual retirement accounts:

. Plans described in Section 408 of the Internal Revenue Code (includes
traditional IRAs, SEP-IRAs and SIMPLE IRAs);

. Plans described in Section 408A of the Internal Revenue Code (ROTH-
IRAs);

6
<PAGE>

. Plans described in Section 530 of the Internal Revenue Code (Education
IRAs); and

. Plans maintained by sole proprietorships (KEOGH Plans).

Calculating Your Share Price

Buying or Selling Shares through a Financial Intermediary

7
<PAGE>

In-Kind Transactions

At the UAM Funds' discretion, you may pay for shares with securities in-
stead of cash.

Payment of Redemption Proceeds

. The name of the UAM Fund;

. The account number;

. The account name(s);

. The address;

. The dollar amount or number of shares you wish to redeem; and

. The signatures of all registered share owner(s) in the exact name(s)
and any special capacity in which they are registered.

8
<PAGE>

Redemption Fee

Telephone Transactions

Rights Reserved by the UAM Funds

Purchases

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

. Stop offering shares;

. Reject any purchase order; or

. Bar an investor engaged in a pattern of excessive trading from buying
shares. (Excessive trading can hurt performance by disrupting manage-
ment and by increasing expenses.)

Redemptions

At any time, the UAM Funds may change or eliminate any of the redemption
methods described above, except redemption by mail. The UAM Funds may sus-
pend your right to redeem if:

. Trading on the New York Stock Exchange is restricted; or

. The Securities and Exchange Commission allows the UAM Funds to delay
redemptions.

9
<PAGE>

Exchanges

The UAM Funds may:

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

. Reject any request for an exchange; or

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

10
<PAGE>

Account Policies

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

. If the portfolio distributes more money than it actually earned
through its investments, it may have to make a distribution that may
be considered a return of capital.

. If the income the portfolio receives exceeds the amount of dividends
distributed, the portfolio may have to distribute that excess income
to shareholders and declare a reverse split of its shares.

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

Taxes on Distributions

11
<PAGE>

Taxes on Redemptions

Backup Withholding

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

12
<PAGE>

Portfolio Details

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

. Liquid short-term investments, such as money market instruments, that
a rating agency has rated in one of its top two short-term rating cat-
egories at the time of purchase; and

. Other investments, including commingled pools of debt securities hav-
ing similar characteristics to the portfolio.

The average duration of the portfolio will normally range from 1.5 to 4.0
years. The portfolio expects its dollar weighted average maturity will be
six years or less.

Comparison to Money Market Funds and Other Fixed Income Funds

13
<PAGE>

What are the Characteristics and Risks of the Securities in which the
Portfolio Invests?

Wrapper Agreements

The rate at which income accrues will generally reflect movements in pre-
vailing interest rates, though sometimes it may differ from these rates

14
<PAGE>

The portfolio might not be able to replace existing wrapper agreements with
other suitable wrapper agreement if (1) they mature or terminate or (2) the
wrap provider defaults or has its credit rating lowered. The portfolio may be
unable to obtain suitable wrapper agreements or may elect not to cover some or
all of its assets with wrapper agreements. This could occur if wrapper
agreements are not available or if the adviser believes that the term of
available wrapper agreements are unfavorable.

There is no active trading market for wrapper agreements and the portfolio
does not expect one to develop.

Debt Securities

15
<PAGE>

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

Derivatives

Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. The portfolio may lose money if the advis-
er:

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

. Judges market conditions incorrectly.

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

Short-Term Investing

16
<PAGE>

Portfolio Turnover

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

17
<PAGE>

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

Investment Adviser

For its services, the portfolio pays the adviser a fee of 0.50% of its av-
erage net assets. The adviser has voluntarily agreed to limit the total
expenses (excluding interest, taxes, brokerage commissions and extraordi-
nary expenses) of this class of the portfolio to 1.25%, also expressed as
a percentage of average net assets. To maintain this expense limit, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of the portfolio. The adviser intends to continue its expense
limitation until further notice, but may discontinue it at any time. Dur-
ing the portfolio's most recent fiscal year, adviser waived its entire
management fee.

Portfolio Managers

A team of investment professionals of the adviser is primarily responsible
for the day-to-day management of the portfolio.

Adviser's Historical Performance

18
<PAGE>

<PAGE>

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

Distribution Plans

The UAM Funds have adopted a Distribution Plan and a Shareholder Services Plan
under Rule 12b-1 of the Investment Company Act of 1940 that permit them to pay
broker-dealers, financial institutions and other third parties for marketing,
distribution and shareholder services. The UAM Fund's 12b-1 plans allow them
to pay up to 1.00% of its average daily net assets annually for these
services. However, they are currently authorized to pay only 0.25% per year.
Because Institutional Service Class Shares pay these fees out of their assets
on an ongoing basis, over time, your shares may cost more than if you had paid
another type of sales charge. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by rules
of the National Association of Securities Dealers, Inc.

Other Shareholder Servicing

The adviser and its affiliates may, at their own expense, pay financial
representatives for distribution and marketing services performed with re-
spect to the UAM Funds.

The adviser may pay its affiliated companies for distribution and market-
ing services performed with respect to the UAM Funds.

ADDITIONAL CLASSES
- -------------------------------------------------------------------------------

The portfolio also offers Institutional Class shares, which pay marketing or
shareholder servicing fees. Since Institutional do not Class shares have lower
expenses, their performance is likely to be better than the Institutional
Service Class.

20
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the fi-
nancial performance of this class of the portfolio for the fiscal periods
indicated. Certain information contained in the table reflects the finan-
cial results for a single share. The total returns in the table represent
the rate that an investor would have earned on an investment in this class
of the portfolio assuming all dividends and distributions were reinvested.
PricewaterhouseCoopers LLP has audited this information. The financial
statements and the unqualified opinion of PricewaterhouseCoopers LLP are
included in the annual report of the portfolio, which is available upon
request by calling the UAM Funds at 1-877-826-5465.

<TABLE>
<CAPTION>
Years Ended October 31, 1999#
------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $ 10.00
------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income 0.11
------------------------------------------------------------------
Total From Investment Operations 0.11
------------------------------------------------------------------
Distributions:
Net Investment Income (0.11)
------------------------------------------------------------------
Total Distributions (0.11)
------------------------------------------------------------------
Net Asset Value, End of Period $ 10.00
------------------------------------------------------------------
Total Return+ 1.12%@
------------------------------------------------------------------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands) $866,829
Ratio of Expenses to Average Net Assets 1.00%*
Ratio of Net Investment Income to Average Net Assets 6.67%*
Portfolio Turnover Rate 137%
</TABLE>

# For the period from August 31, 1999 (commencement of operations) to Oc-
tober 31, 1999.

* Annualized

@ Not annualized

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

21
<PAGE>
<PAGE>

IRA Capital Preservation Portfolio

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

Annual/Semi-Annual Report

Statement of Additional Information

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

How to Get More Information

Investors can receive free copies of the SAI, shareholder reports and
other information about the UAM Funds and can make shareholder inquiries
by writing to or calling:

UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com

The portfolio's Investment Company Act of 1940 file number is 811-8544.

[LOGO OF UAM]
<PAGE>

PART B
UAM FUNDS TRUST

The statement of additional information for the IRA Capital Preservation
Portfolio (formerly the Dwight Capital Preservation Portfolio) is included in
this Post-Effective Amendment No. 41.

The statement of additional information for Provident Focus Portfolio is
contained in Post-Effective Amendment No. 39,which was filed on December 28,
1999.

The statements of additional information for the following portfolios are
contained in Post-Effective Amendment No. 35 to this Registration Statement,
filed on August 9, 1999:

. BHM&S Total Return Bond Portfolio
. Cambiar Opportunity Portfolio
. Chicago Asset Management Intermediate Bond Portfolio
. Chicago Asset Management Value/Contrarian Portfolio
. Clipper Focus Portfolio
. Hanson Equity Portfolio
. Jacobs International Octagon Portfolio
. MJI International Equity Portfolio
. Pell Rudman Mid-Cap Growth Portfolio
. TJ Core Equity Portfolio

The statement of additional information for FPA Crescent Portfolio is contained
in Post-Effective Amendment No. 34 to this Registration Statement, filed on July
28, 1999.

The statement of additional information for Heitman Real Estate Portfolio is
contained in Post-Effective Amendment No. 30 to this Registration Statement,
filed on April 22, 1999.
<PAGE>

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

IRA Capital Preservation
Portfolio

Institutional Class Shares
Institutional Service Class Shares

Statement of Additional Information
February 28, 2000

This statement of additional information (SAI) is not a prospectus. However, you
should read it in conjunction with the prospectus of the portfolio dated
February 28, 2000, as supplemented from time to time. You may obtain a
prospectus for the portfolio by contacting the UAM Funds at the address listed
above.
<PAGE>

<TABLE>
<CAPTION>
Table Of Contents
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Description of Permitted Investments.............................. 1
What Investment Strategies May the Portfolio Use?................ 1
Debt Securities.................................................. 1
Derivatives...................................................... 8
Foreign Securities............................................... 16
Investment Companies............................................. 18
Repurchase Agreements............................................ 19
Restricted Securities............................................ 19
Securities Lending............................................... 19
When Issued Transactions......................................... 20
Wrapper Agreements................................................ 20
Investment Policies of the Portfolio.............................. 23
Fundamental Policies............................................. 24
Non-Fundamental Policies......................................... 24
Management Of The Fund............................................ 25
Principal Shareholders............................................ 26
Investment Advisory and Other Services............................ 27
Investment Adviser............................................... 27
Distributor...................................................... 28
Service And Distribution Plans................................... 29
Administrative Services.......................................... 31
Custodian........................................................ 33
Independent Accountants.......................................... 33
Brokerage Allocation and Other Practices.......................... 33
Selection of Brokers............................................. 33
Simultaneous Transactions........................................ 33
Brokerage Commissions............................................ 33
Capital Stock and Other Securities................................ 34
Purchase, Redemption and Pricing of Shares........................ 36
Net Asset Value Per Share........................................ 36
Purchase of Shares............................................... 36
Redemption of Shares............................................. 37
Exchange Privilege............................................... 39
Transfer Of Shares............................................... 39
Performance Calculations.......................................... 40
Total Return..................................................... 40
Yield............................................................ 41
Comparisons...................................................... 41
Financial Statements.............................................. 42
Glossary.......................................................... 42
Bond Ratings...................................................... 43
Moody's Investors Service, Inc................................... 43
Standard & Poor's Ratings Services............................... 45
Duff & Phelps Credit Rating Co................................... 48
Fitch IBCA Ratings............................................... 49
Comparative Benchmarks............................................ 51
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Description of Permitted Investments

WHAT INVESTMENT STRATEGIES MAY THE PORTFOLIO USE?
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The portfolio currently intends to use the securities and investment
strategies listed below in seeking its objectives; however, it may at any time
invest in any of the investment strategies described in this SAI. This SAI
describes each of these investments/strategies and their risks. The portfolio
may not notify shareholders before employing new strategies, unless it expects
such strategies to become principal strategies. The investments that are
italicized are principal strategies and you can find more information on these
techniques in the prospectus of the portfolio. You can find more information
concerning the limits on the ability of the portfolio to use these investments
in "What Are the Investment Strategies of the Portfolio?"

. Debt securities.

. Futures.

. Options.

. Swaps.

. Investment companies.

. Repurchase agreements.

. Restricted securities.

. Securities lending.

. When issued securities.

DEBT SECURITIES
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Corporations and governments use debt securities to borrow money from
investors. Most debt securities promise a variable or fixed rate of return and
repayment of the amount borrowed at maturity. Some debt securities, such as
zero-coupon bonds, do not pay current interest and are purchased at a discount
from their face value.

Types of Debt Securities

U.S. Government Securities

U.S. government securities are securities that the U.S. Treasury has issued
(treasury securities) and securities that a federal agency or a government-
sponsored entity has issued (agency securities). Treasury securities include
treasury notes, which have initial maturities of one to ten years and treasury
bonds, which have initial maturities of at least ten years and certain types
of mortgage-backed securities that are described under "Mortgage-Backed
Securities" and "Other Asset-Backed Securities." This SAI discusses mortgage-
backed treasury and agency securities in detail in the section called
"Mortgage-Backed Securities" and "Other Asset-Backed Securities."

The full faith and credit of the U.S. government supports treasury securities.
Unlike treasury securities, the full faith and credit of the U.S. government
generally do not back agency securities. Agency securities are typically
supported in one of three ways:

. by the right of the issuer to borrow from the U.S. Treasury;

. by the discretionary authority of the U.S. government to buy the
obligations of the agency; or

. by the credit of the sponsoring agency.

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While U.S. government securities are guaranteed as to principal and interest,
their market value is not guaranteed. U.S. government securities are subject
to the same interest rate and credit risks as other fixed income securities.
However, since U.S. government securities are of the highest quality, the
credit risk is minimal. The U.S. government does not guarantee the net asset
value of the assets of the portfolio.

Corporate Bonds

Corporations issue bonds and notes to raise money for working capital or for
capital expenditures such as plant construction, equipment purchases and
expansion. In return for the money loaned to the corporation by investors, the
corporation promises to pay investors interest, and repay the principal amount
of the bond or note.

Mortgage-Backed Securities

Mortgage-backed securities are interests in pools of mortgage loans that
various governmental, government-related and private organizations assemble as
securities for sale to investors. Unlike most debt securities, which pay
interest periodically and repay principal at maturity or on specified call
dates, mortgage-backed securities make monthly payments that consist of both
interest and principal payments. In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Since homeowners usually have the option of paying either part or
all of the loan balance before maturity, the effective maturity of a mortgage-
backed security is often shorter than is stated.

Governmental entities, private insurers and the mortgage poolers may insure or
guarantee the timely payment of interest and principal of these pools through
various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit. The adviser will consider
such insurance and guarantees and the creditworthiness of the issuers thereof
in determining whether a mortgage-related security meets its investment
quality standards. It is possible that the private insurers or guarantors will
not meet their obligations under the insurance policies or guarantee
arrangements.

Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

Government National Mortgage Association (GNMA)

GNMA is the principal governmental guarantor of mortgage-related securities.
GNMA is a wholly owned corporation of the U.S. government and it falls within
the Department of Housing and Urban Development. Securities issued by GNMA are
treasury securities, which means the full faith and credit of the U.S.
government backs them. GNMA guarantees the timely payment of principal and
interest on securities issued by institutions approved by GNMA and backed by
pools of FHA-insured or VA-guaranteed mortgages. GNMA does not guarantee the
market value or yield of mortgage-backed securities or the value of portfolio
shares. To buy GNMA securities, the portfolio may have to pay a premium over
the maturity value of the underlying mortgages, which the portfolio may lose
if prepayment occurs.

Federal National Mortgage Association (FNMA)

FNMA is a government-sponsored corporation owned entirely by private
stockholders. FNMA is regulated by the Secretary of Housing and Urban
development. FNMA purchases conventional mortgages from a list of approved
sellers and service providers, including state and federally-chartered savings
and loan associations, mutual savings banks, commercial banks and credit
unions and mortgage bankers. Securities issued by FNMA are agency securities,
which means FNMA, but not the U.S. government, guarantees their timely payment
of principal and interest.

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Federal Home Loan Mortgage Corporation (FHLMC)

FHLMC is a corporate instrumentality of the U.S. government whose stock is
owned by the twelve Federal Home Loan Banks. Congress created FHLMC in 1970 to
increase the availability of mortgage credit for residential housing. FHLMC
issues Participation Certificates (PCs) which represent interests in
conventional mortgages. Like FNMA, FHLMC guarantees the timely payment of
interest and timely or ultimate collection of principal, but PCs are not
backed by the full faith and credit of the U.S. government.

Commercial Banks, Savings And Loan Institutions, Private Mortgage Insurance
Companies, Mortgage Bankers and other Secondary Market Issuers

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional mortgage loans. In addition to guaranteeing
the mortgage-related security, such issuers may service and/or have originated
the underlying mortgage loans. Pools created by these issuers generally offer
a higher rate of interest than pools created by GNMA, FNMA & FHLMC because
they are not guaranteed by a government agency.

Risks of Mortgage-Backed Securities

Yield characteristics of mortgage-backed securities differ from those of
traditional debt securities in a variety of ways, the most significant
differences are mortgage-backed securities:

. payments of interest and principal are more frequent (usually monthly);
and

. falling interest rates generally cause individual borrowers to pay off
their mortgage earlier than expected forcing the portfolio to reinvest the
money at a lower interest rate.

In addition to risks associated with changes in interest rates described in
"Factors Affecting the Value of Debt Securities," a variety of economic,
geographic, social and other factors, such as the sale of the underlying
property, refinancing or foreclosure, can cause investors to repay the loans
underlying a mortgage-backed security sooner than expected. If the prepayment
rates increase, the portfolio may have to reinvest its principal at a rate of
interest that is lower than the rate on existing mortgage-backed securities.

Commercial Mortgage-Backed Securities

These securities reflect an interest in, and are secured by, mortgage loans on
commercial real property. The market for commercial mortgage-backed securities
developed more recently and in terms of total outstanding principal amount of
issues is relatively small compared to the market for residential single-
family mortgage-backed securities. Many of the risks of investing in
commercial mortgage-backed securities reflect the risks of investing in the
real estate securing the underlying mortgage loans. These risks reflect the
effects of local and other economic conditions on real estate markets, the
ability of tenants to make loan payments, and the ability of a property to
attract and retain tenants. Commercial mortgage-backed securities may be less
liquid and exhibit greater price volatility than other types of mortgage-
related or asset-backed securities.

Other Asset-Backed Securities

These securities are interests in pools of a broad range of assets other than
mortgages, such as automobile loans, computer leases and credit card
receivables. Like mortgage-backed securities, these securities are pass-
through. In general, the collateral supporting these securities is of shorter
maturity than mortgage loans and is less likely to experience substantial
prepayments with interest rate fluctuations.

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the
benefit of any security interest in the related assets, which raises the
possibility that recoveries on repossessed collateral may not be available to
support payments on these securities. For example, credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which allow debtors to
reduce their balances by offsetting certain amounts owed on the credit cards.
Most issuers of asset-backed securities backed by automobile receivables
permit the servicers of such receivables to retain possession of the
underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the related asset-backed securities. Due to
the quantity of vehicles involved and requirements under state laws, asset-
backed securities

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backed by automobile receivables may not have a proper security interest in
all of the obligations backing such receivables.

To lessen the effect of failures by obligors on underlying assets to make
payments, the entity administering the pool of assets may agree to ensure the
receipt of payments on the underlying pool occurs in a timely fashion
("liquidity protection"). In addition, asset-backed securities may obtain
insurance, such as guarantees, policies or letters of credit obtained by the
issuer or sponsor from third parties, for some or all of the assets in the
pool ("credit support"). Delinquency or loss more than that anticipated or
failure of the credit support could adversely affect the return on an
investment in such a security.

The portfolio may also invest in residual interests in asset-backed
securities, which is the excess cash flow remaining after making required
payments on the securities and paying related administrative expenses. The
amount of residual cash flow resulting from a particular issue of asset-backed
securities depends in part on the characteristics of the underlying assets,
the coupon rates on the securities, prevailing interest rates, the amount of
administrative expenses and the actual prepayment experience on the underlying
assets.

Collateralized Mortgage Obligations (CMOs)

CMOs are hybrids between mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, CMOs usually pay interest and prepay principal
monthly. While whole mortgage loans may collateralize CMOs, mortgage-backed
securities guaranteed by GNMA, FHLMC, or FNMA and their income streams more
typically collateralize them.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, and invests in certain mortgages primarily
secured by interests in real property and other permitted investments.

CMOs are structured into multiple classes, each bearing a different stated
maturity. Each class of CMO or REMIC certificate, often referred to as a
"tranche," is issued at a specific interest rate and must be fully retired by
its final distribution date. Generally, all classes of CMOs or REMIC
certificates pay or accrue interest monthly. Investing in the lowest tranche
of CMOs and REMIC certificates involves risks similar to those associated with
investing in equity securities.

Commercial Mortgage-Backed Securities include securities that reflect an
interest in and are secured by mortgage loans on commercial real property. The
market for commercial mortgage-backed securities developed more recently and
in terms of total outstanding principal amount of issues is relatively small
compared to the market for residential single-family mortgage-backed
securities. Many of the risks of investing in commercial mortgage-backed
securities reflect the risks of investing in the real estate securing the
underlying mortgage loans. These risks reflect the effects of local and other
economic conditions on real estate markets, the ability of tenants to make
loan payments, and the ability of a property to attract and retain tenants.
Commercial mortgage-backed securities may be less liquid and exhibit greater
price volatility than other types of mortgage-related or asset-backed
securities.

Short-Term Investments

To earn a return on uninvested assets, meet anticipated redemptions, or for
temporary defensive purposes, the portfolio may invest a portion of its assets
in the short-term securities listed below, U.S. government securities and
investment-grade corporate debt securities. Unless otherwise specified, a
short-term debt security has a maturity of one year or less.

Bank Obligations

The portfolio will only invest in a security issued by a commercial bank if
the bank:

. has total assets of at least $1 billion, or the equivalent in other
currencies;

. is a U.S. bank and a member of the Federal Deposit Insurance Corporation;
and

. is a foreign branch of a U.S. bank and the adviser believes the security
is of an investment quality comparable with other debt securities that the
portfolio may purchase.

Time Deposits

Time deposits are non-negotiable deposits, such as savings accounts or
certificates of deposit, held by a financial institution for a fixed term with
the understanding that the depositor can withdraw its money only by giving
notice to the

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institution. However, there may be early withdrawal penalties depending upon
market conditions and the remaining maturity of the obligation. The portfolio
may only purchase time deposits maturing from two business days through seven
calendar days.

Certificates of Deposit

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or savings and loan association for a definite
period of time and earning a specified return.

Banker's Acceptance

A banker's acceptance is a time draft drawn on a commercial bank by a
borrower, usually in connection with an international commercial transaction
(to finance the import, export, transfer or storage of goods).

Commercial Paper

Commercial paper is a short-term obligation with a maturity ranging from 1 to
270 days issued by banks, corporations and other borrowers. Such investments
are unsecured and usually discounted. The portfolio may invest in commercial
paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or, if not
rated, issued by a corporation having an outstanding unsecured debt issue
rated A or better by Moody's or by S&P. See "Bond Ratings" for a description
of commercial paper ratings.

Stripped Mortgage-Backed Securities

Stripped mortgage-backed securities are derivative multiple-class mortgage-
backed securities. Stripped mortgage-backed securities usually have two
classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. Typically, one class will receive
some of the interest and most of the principal, while the other class will
receive most of the interest and the remaining principal. In extreme cases,
one class will receive all of the interest ("interest only" or "IO" class)
while the other class will receive the entire principal sensitive to the rate
of principal payments (including prepayments) on the underlying mortgage loans
or mortgage-backed securities. A rapid rate of principal payments may
adversely affect the yield to maturity of IOs. Slower than anticipated
prepayments of principal may adversely affect the yield to maturity of a PO.
The yields and market risk of interest only and principal only stripped
mortgage-backed securities, respectively, may be more volatile than those of
other fixed income securities, including traditional mortgage-backed
securities.

Yankee Bonds

Yankee bonds are dollar-denominated bonds issued inside the United States by
foreign entities. Investment in these securities involve certain risks which
are not typically associated with investing in domestic securities. See
"FOREIGN SECURITIES".

Zero Coupon Bonds

These securities make no periodic payments of interest, but instead are sold
at a discount from their face value. When held to maturity, their entire
income, which consists of accretion of discount, comes from the difference
between the issue price and their value at maturity. The amount of the
discount rate varies depending on factors including the time remaining until
maturity, prevailing interest rates, the security's liquidity and the issuer's
credit quality. The market value of zero coupon securities may exhibit greater
price volatility than ordinary debt securities because a stripped security
will have a longer duration than an ordinary debt security with the same
maturity. The portfolio's investments in pay-in-kind, delayed and zero coupon
bonds may require it to sell certain of its portfolio securities to generate
sufficient cash to satisfy certain income distribution requirements.

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These securities may include treasury securities that have had their interest
payments ("coupons") separated from the underlying principal ("corpus") by
their holder, typically a custodian bank or investment brokerage firm. Once
the holder of the security has stripped or separated corpus and coupons, it
may sell each component separately. The principal or corpus is then sold at a
deep discount because the buyer receives only the right to receive a future
fixed payment on the security and does not receive any rights to periodic
interest (cash) payments. Typically, the coupons are sold separately or
grouped with other coupons with like maturity dates and sold bundled in such
form. The underlying treasury security is held in book-entry form at the
Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered
securities which are owned ostensibly by the bearer or holder thereof), in
trust on behalf of the owners thereof. Purchasers of stripped obligations
acquire, in effect, discount obligations that are economically identical to
the zero coupon securities that the Treasury sells itself.

The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record keeping system. Under a Federal Reserve program
known as "STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities," the portfolio can record its beneficial ownership of the coupon
or corpus directly in the book-entry record-keeping system.

Terms to Understand

Maturity

Every debt security has a stated maturity date when the issuer must repay the
amount it borrowed (principal) from investors. Some debt securities, however,
are callable, meaning the issuer can repay the principal earlier, on or after
specified dates (call dates). Debt securities are most likely to be called
when interest rates are falling because the issuer can refinance at a lower
rate, similar to a homeowner refinancing a mortgage. The effective maturity of
a debt security is usually its nearest call date.

The portfolio that invests in debt securities has no real maturity. Instead,
it calculates its weighted average maturity. This number is an average of the
stated maturity of each debt security held by the portfolio, with the maturity
of each security weighted by the percentage of the assets of the portfolio it
represents.

Duration

Duration is a calculation that seeks to measure the price sensitivity of a
debt security, or the portfolio that invests in debt securities, to changes in
interest rates. It measures sensitivity more accurately than maturity because
it takes into account the time value of cash flows generated over the life of
a debt security. Future interest payments and principal payments are
discounted to reflect their present value and then are multiplied by the
number of years they will be received to produce a value expressed in years --
the duration. Effective duration takes into account call features and sinking
fund prepayments that may shorten the life of a debt security.

An effective duration of 4 years, for example, would suggest that for each 1%
reduction in interest rates at all maturity levels, the price of a security is
estimated to increase by 4%. An increase in rates by the same magnitude is
estimated to reduce the price of the security by 4%. By knowing the yield and
the effective duration of a debt security, one can estimate total return based
on an expectation of how much interest rates, in general, will change. While
serving as a good estimator of prospective returns, effective duration is an
imperfect measure.

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Factors Affecting the Value of Debt Securities

The total return of a debt instrument is composed of two elements: the
percentage change in the security's price and interest income earned. The
yield to maturity of a debt security estimates its total return only if the
price of the debt security remains unchanged during the holding period and
coupon interest is reinvested at the same yield to maturity. The total return
of a debt instrument, therefore, will be determined not only by how much
interest is earned, but also by how much the price of the security and
interest rates change.

Interest Rates

The price of a debt security generally moves in the opposite direction from
interest rates (i.e., if interest rates go up, the value of the bond will go
down, and vice versa).

Prepayment Risk

This risk effects mainly mortgage-backed securities. Unlike other debt
securities, falling interest rates can hurt mortgage-backed securities, which
may cause your share price to fall. Lower rates motivate people to pay off
mortgage-backed and asset-backed securities earlier than expected. The
portfolio may then have to reinvest the proceeds from such prepayments at
lower interest rates, which can reduce its yield. The unexpected timing of
mortgage and asset-backed prepayments caused by the variations in interest
rates may also shorten or lengthen the average maturity of the portfolio. If
left unattended, drifts in the average maturity of the portfolio can have the
unintended effect of increasing or reducing the effective duration of the
portfolio, which may adversely affect the expected performance of the
portfolio.

Extension Risk

The other side of prepayment risk occurs when interest rates are rising.
Rising interest rates can cause the portfolio's average maturity to lengthen
unexpectedly due to a drop in mortgage prepayments. This would increase the
sensitivity of the portfolio to rising rates and its potential for price
declines. Extending the average life of a mortgage-backed security increases
the risk of depreciation due to future increases in market interest rates. For
these reasons, mortgage-backed securities may be less effective than other
types of U.S. government securities as a means of "locking in" interest rates.

Credit Rating

Coupon interest is offered to investors of debt securities as compensation for
assuming risk, although short-term Treasury securities, such as 3-month
treasury bills, are considered "risk free." Corporate securities offer higher
yields than Treasury securities because their payment of interest and complete
repayment of principal is less certain. The credit rating or financial
condition of an issuer may affect the value of a debt security. Generally, the
lower the quality rating of a security, the greater the risks that the issuer
will fail to pay interest and return principal. To compensate investors for
taking on increased risk, issuers with lower credit ratings usually offer
their investors a higher "risk premium" in the form of higher interest rates
above comparable Treasuries securities.

Changes in investor confidence regarding the certainty of interest and
principal payments of a corporate debt security will result in an adjustment
to this "risk premium." Since an issuer's outstanding debt carries a fixed
coupon, adjustments to the risk premium must occur in the price, which effects
the yield to maturity of the bond. If an issuer defaults or becomes unable to
honor its financial obligations, the bond may lose some or all of its value.

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

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Debt securities rated below investment-grade (junk bonds) are highly
speculative securities that are usually issued by smaller, less credit worthy
and/or highly leveraged (indebted) companies. A corporation may issue a junk
bond because of a corporate restructuring or other similar event. Compared
with investment-grade bonds, junk bonds carry a greater degree of risk and are
less likely to make payments of interest and principal. Market developments
and the financial and business condition of the corporation issuing these
securities influences their price and liquidity more than changes in interest
rates, when compared to investment-grade debt securities. Insufficient
liquidity in the junk bond market may make it more difficult to dispose of
junk bonds and may cause the portfolio to experience sudden and substantial
price declines. A lack of reliable, objective data or market quotations may
make it more difficult to value junk bonds accurately.

Rating agencies are organizations that assign ratings to securities based
primarily on the rating agency's assessment of the issuer's financial
strength. The portfolio currently use ratings compiled by Moody's Investor
Services ("Moody's"), Standard and Poor's Ratings Services ("S&P"), Duff &
Phelps Rating Co. and Fitch IBCA. Credit ratings are only an agency's opinion,
not an absolute standard of quality, and they do not reflect an evaluation of
market risk. The section "Bond Ratings" contains further information
concerning the ratings of certain rating agencies and their significance.

The adviser may use ratings produced by ratings agencies as guidelines to
determine the rating of a security at the time the portfolio buys it. A rating
agency may change its credit ratings at any time. The adviser monitors the
rating of the security and will take appropriate actions if a rating agency
reduces the security's rating. The portfolio is not obligated to dispose of
securities whose issuers subsequently are in default or which are downgraded
below the above-stated ratings.

DERIVATIVES
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Derivatives are financial instruments whose value is based on an underlying
asset, such as a stock or a bond, an underlying economic factor, such as an
interest rate or a market benchmark, such as an index. Investors can use
derivatives to gain exposure to various markets in a cost efficient manner, to
reduce transaction costs or to remain fully invested. They may also invest in
derivatives to protect it from broad fluctuations in market prices, interest
rates or foreign currency exchange rates. Investing in derivatives for these
purposes is known as "hedging." When hedging is successful, the portfolio will
have offset any depreciation in the value of its portfolio securities by the
appreciation in the value of the derivative position. Although techniques
other than the sale and purchase of derivatives could be used to control the
exposure of the portfolio to market fluctuations, the use of derivatives may
be a more effective means of hedging this exposure.

Types of Derivatives

Futures

A futures contract is an agreement between two parties whereby one party sells
and the other party agrees to buy a specified amount of a financial instrument
at an agreed upon price and time. The financial instrument underlying the
contract may be a stock, stock index, bond, bond index, interest rate, foreign
exchange rate or other similar instrument. Agreeing to buy the underlying
financial information is called buying a futures contract or taking a long
position in the contract. Likewise, agreeing to sell the underlying financial
instrument is called selling a futures contract or taking a short position in
the contract.

Futures contracts are traded in the United States on commodity exchanges or
boards of trade -- known as "contract markets" -- approved for such trading
and regulated by the Commodity Futures Trading Commission, a federal agency.
These contract markets standardize the terms, including the maturity date and
underlying financial instrument, of all futures contracts.

Unlike other securities, the parties to a futures contract do not have to pay
for or deliver the underlying financial instrument until some future date (the
delivery date). Contract markets require both the purchaser and seller to
deposit

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"initial margin" with a futures broker, known as a futures commission
merchant, when they enter into the contract. Initial margin deposits are
typically equal to a percentage of the contract's value. After they open a
futures contract, the parties to the transaction must compare the purchase
price of the contract to its daily market value. If the value of the futures
contract changes in such a way that a party's position declines, that party
must make additional "variation margin" payments so that the margin payment is
adequate. On the other hand, the value of the contract may change in such a
way that there is excess margin on deposit, possibly entitling the party that
has a gain to receive all or a portion of this amount. This process is known
as "marking to the market."

Although the actual terms of a futures contract calls for the actual delivery
of and payment for the underlying security, in many cases the parties may
close the contract early by taking an opposite position in an identical
contract. If the sale price upon closing out the contract is less than the
original purchase price, the person closing out the contract will realize a
loss. If the sale price upon closing out the contract is more that the
original purchase price, the person closing out the contract will realize a
gain. The opposite is also true. If the purchase price upon closing out the
contract is more than the original sale price, the person closing out the
contract will realize a loss. If the purchase price upon closing out the
contract is less than the original sale price, the person closing out the
contract will realize a gain.

The portfolio will incur commission expenses in either opening, closing or
possibly opening and closing futures positions.

Options

An option is a contract between two parties for the purchase and sale of a
financial instrument for a specified price (known as the "strike price" or
"exercise price") at any time during the option period. Unlike a futures
contract, an option grants a right (not an obligation) to buy or sell a
financial instrument. Generally, a seller of an option can grant a buyer two
kinds of rights: a "call" (the right to buy the security) or a "put" (the
right to sell the security). Options have various types of underlying
instruments, including specific securities, indices of securities prices,
foreign currencies, interest rates and futures contracts. Options may be
traded on an exchange (exchange-traded-options) or may be customized
agreements between the parties (over-the-counter or "OTC options"). Like
futures, a financial intermediary, known as a clearing corporation,
financially backs exchange-traded options. However, OTC options have no such
intermediary and are subject to the risk that the counter-party will not
fulfill its obligations under the contract.

Purchasing Put and Call Options

When the portfolio purchases a put option, it buys the right to sell the
instrument underlying the option at a fixed strike price. In return for this
right, the portfolio pays the current market price for the option (known as
the "option premium"). The portfolio may purchase put options to offset or
hedge against a decline in the market value of its securities ("protective
puts") or to benefit from a decline in the price of securities that it does
not own. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below the exercise
price sufficiently to cover the premium and transaction costs. However, if the
price of the underlying instrument does not fall enough to offset the cost of
purchasing the option, a put buyer would lose the premium and related
transaction costs.

Call options are similar to put options, except that the portfolio obtains the
right to purchase, rather than sell, the underlying instrument at the option's
strike price. The portfolio would normally purchase call options in
anticipation of an increase in the market value of securities it owns or wants
to buy. The portfolio would ordinarily realize a gain if, during the option
period, the value of the underlying instrument exceeded the exercise price
plus the premium paid and related transaction costs. Otherwise, the portfolio
would realize either no gain or a loss on the purchase of the call option.

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The purchaser of an option may terminate its position by:

. Allowing it to expire and losing its entire premium;

. Exercising the option and either selling (in the case of a put option) or
buying (in the case of a call option) the underlying instrument at the
strike price; or

. Closing it out in the secondary market at its current price.

Selling (Writing) Put and Call Options

When the portfolio writes a call option it assumes an obligation to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the expiration date. Similarly, when
the portfolio writes a put option it assumes an obligation to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. The portfolio may
terminate its position in an exchange-traded put option before exercise by
buying an option identical to the one it has written. Similarly, it may cancel
an over-the-counter option by entering into an offsetting transaction with the
counter-party to the option.

The portfolio could try to hedge against an increase in the value of
securities it would like to acquire by writing a put option on those
securities. If security prices rise, the portfolio would expect the put option
to expire and the premium it received to offset the increase in the security's
value. If security prices remain the same over time, the portfolio would hope
to profit by closing out the put option at a lower price. If security prices
fall, the portfolio may lose an amount of money equal to the difference
between the value of the security and the premium it received. Writing covered
put options may deprive the portfolio of the opportunity to profit from a
decrease in the market price of the securities it would like to acquire.

The characteristics of writing call options are similar to those of writing
put options, except that call writers expect to profit if prices remain the
same or fall. The portfolio could try to hedge against a decline in the value
of securities it already owns by writing a call option. If the price of that
security falls as expected, the portfolio would expect the option to expire
and the premium it received to offset the decline of the security's value.
However, the portfolio must be prepared to deliver the underlying instrument
in return for the strike price, which may deprive it of the opportunity to
profit from an increase in the market price of the securities it holds.

The portfolio is permitted only to write covered options. The portfolio can
cover a call option by owning, at the time of selling the option:

. The underlying security (or securities convertible into the underlying
security without additional consideration), index, interest rate, foreign
currency or futures contract;

. A call option on the same security or index with the same or lesser
exercise price;

. A call option on the same security or index with a greater exercise price
and segregating cash or liquid securities in an amount equal to the
difference between the exercise prices;

. Cash or liquid securities equal to at least the market value of the
optioned securities, interest rate, foreign currency or futures contract;
or

. In the case of an index, the portfolio of securities that corresponds to
the index.

The portfolio can cover a put option by, at the time of selling the option:

. Entering into a short position in the underlying security;

. Purchasing a put option on the same security, index, interest rate,
foreign currency or futures contract with the same or greater exercise
price;

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. Purchasing a put option on the same security, index, interest rate, foreign
currency or futures contract with a lesser exercise price and segregating
cash or liquid securities in an amount equal to the difference between the
exercise prices; or

. Maintaining the entire exercise price in liquid securities.

Options on Securities Indices

Options on securities indices are similar to options on securities, except that
the exercise of securities index options requires cash settlement payments and
does not involve the actual purchase or sale of securities. In addition,
securities index options are designed to reflect price fluctuations in a group
of securities or segment of the securities market rather than price fluctuations
in a single security.

Options on Futures

An option on a futures contract provides the holder with the right to buy a
futures contract (in the case of a call option) or sell a futures contract (in
the case of a put option) at a fixed time and price. Upon exercise of the option
by the holder, the contract market clearing house establishes a corresponding
short position for the writer of the option (in the case of a call option) or a
corresponding long position (in the case of a put option). If the option is
exercised, the parties will be subject to the futures contracts. In addition,
the writer of an option on a futures contract is subject to initial and
variation margin requirements on the option position. Options on futures
contracts are traded on the same contract market as the underlying futures
contract.

The buyer or seller of an option on a futures contract may terminate the option
early by purchasing or selling an option of the same series (i.e., the same
exercise price and expiration date) as the option previously purchased or sold.
The difference between the premiums paid and received represents the trader's
profit or loss on the transaction.

The portfolio may purchase put and call options on futures contracts instead of
selling or buying futures contracts. The portfolio may buy a put option on a
futures contract for the same reasons it would sell a futures contract. It also
may purchase such put options in order to hedge a long position in the
underlying futures contract. The portfolio may buy call options on futures
contracts for the same purpose as the actual purchase of the futures contracts,
such as in anticipation of favorable market conditions.

The portfolio may write a call option on a futures contract to hedge against a
decline in the prices of the instrument underlying the futures contracts. If the
price of the futures contract at expiration were below the exercise price, the
portfolio would retain the option premium, which would offset, in part, any
decline in the value of its portfolio securities.

The writing of a put option on a futures contract is similar to the purchase of
the futures contracts, except that, if the market price declines, the portfolio
would pay more than the market price for the underlying instrument. The premium
received on the sale of the put option, less any transaction costs, would reduce
the net cost to the portfolio.

Combined Positions

The portfolio may purchase and write options in combination with each other, or
in combination with futures or forward contracts, to adjust the risk and return
characteristics of the overall position. For example, the portfolio could
construct a combined position whose risk and return characteristics are similar
to selling a futures contract by purchasing a put option and writing a call
option on the same underlying instrument. Alternatively, the portfolio could
write a call option at one strike price and buy a call option at a lower price
to reduce the risk of the written call option in the event of a

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substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to
open and close out.

Swaps, Caps, Collars and Floors

Swap Agreements

A swap is a financial instrument that typically involves the exchange of cash
flows between two parties on specified dates (settlement dates), where the cash
flows are based on agreed-upon prices, rates, indices, etc. The nominal amount
on which the cash flows are calculated is called the notional amount. Swaps are
individually negotiated and structured to include exposure to a variety of
different types of investments or market factors, such as interest rates,
foreign currency rates, mortgage securities, corporate borrowing rates, security
prices or inflation rates.

Swap agreements may increase or decrease the overall volatility of the
investments of the portfolio and its share price. The performance of swap
agreements may be affected by a change in the specific interest rate, currency,
or other factors that determine the amounts of payments due to and from the
portfolio. If a swap agreement calls for payments by the portfolio, the
portfolio must be prepared to make such payments when due. In addition, if the
counter-party's creditworthiness declined, the value of a swap agreement would
be likely to decline, potentially resulting in losses.

Generally, swap agreements have a fixed maturity date that will be agreed upon
by the parties. The agreement can be terminated before the maturity date only
under limited circumstances, such as default by one of the parties or
insolvency, among others, and can be transferred by a party only with the prior
written consent of the other party. The portfolio may be able to eliminate its
exposure under a swap agreement either by assignment or by other disposition, or
by entering into an offsetting swap agreement with the same party or a similarly
creditworthy party. If the counter-party is unable to meet its obligations under
the contract, declares bankruptcy, defaults or becomes insolvent, the portfolio
may not be able to recover the money it expected to receive under the contract.

A swap agreement can be a form of leverage, which can magnify a portfolio's
gains or losses. In order to reduce the risk associated with leveraging, a
portfolio will cover its current obligations under swap agreements according to
guidelines established by the SEC. If the portfolio enters into a swap agreement
on a net basis, it will segregate assets with a daily value at least equal to
the excess, if any, of the portfolio's accrued obligations under the swap
agreement over the accrued amount the portfolio is entitled to receive under the
agreement. If the portfolio enters into a swap agreement on other than a net
basis, it will segregate assets with a value equal to the full amount of the
portfolio's accrued obligations under the agreement.

Interest Rate Swaps -- Interest rate swaps are financial instruments that
involve the exchange on one type of interest rate for another type of interest
rate cash flow on specified dates in the future. Some of the different types of
interest rate swaps are "fixed-for floating rate swaps," "termed basis swaps"
and "index amortizing swaps." Fixed-for floating rate swap involve the exchange
of fixed interest rate cash flows for floating rate cash flows. Termed basis
swaps entail cash flows to both parties based on floating interest rates, where
the interest rate indices are different. Index amortizing swaps are typically
fixed-for floating swaps where the notional amount changes if certain conditions
are met.

Like a traditional investment in a debt security, a portfolio could lose money
by investing in an interest rate swap if interest rates change adversely. For
example, if the portfolio enters into a swap where it agrees to exchange a
floating rate of interest for a fixed rate of interest, the portfolio may have
to pay more money than it receives. Similarly, if the portfolio enters into a
swap where it agrees to exchange a fixed rate of interest for a floating rate of
interest, the portfolio may receive less money than it has agreed to pay.

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Caps, Collars and Floors

Caps and floors have an effect similar to buying or writing options. In a
typical cap or floor agreement, one party agrees to make payments only under
specified circumstances, usually in return for payment of a fee by the other
party. For example, the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specified interest rate exceeds an agreed-
upon level. The seller of an interest rate floor is obligated to make payments
to the extent that a specified interest rate falls below an agreed-upon level.
An interest rate collar combines elements of buying a cap and selling a floor.

Risks of Derivatives

While transactions in derivatives may reduce certain risks, these transactions
themselves entail certain other risks. For example, unanticipated changes in
interest rates, securities prices or currency exchange rates may result in a
poorer overall performance of the portfolio than if it had not entered into any
derivatives transactions. Derivatives may magnify the portfolio's gains or
losses, causing it to make or lose substantially more than it invested.

When used for hedging purposes, increases in the value of the securities the
portfolio holds or intends to acquire should offset any losses incurred with a
derivative. Purchasing derivatives for purposes other than hedging could expose
the portfolio to greater risks.

Correlation of Prices

The portfolio's ability to hedge its securities through derivatives depends on
the degree to which price movements in the underlying index or instrument
correlate with price movements in the relevant securities. In the case of poor
correlation, the price of the securities the portfolio is hedging may not move
in the same amount, or even in the same direction as the hedging instrument. The
adviser will try to minimize this risk by investing only in those contracts
whose behavior it expects to resemble the portfolio securities it is trying to
hedge. However, if the portfolio's prediction of interest and currency rates,
market value, volatility or other economic factors is incorrect, the portfolio
may lose money, or may not make as much money as it expected.

Derivative prices can diverge from the prices of their underlying instruments,
even if the characteristics of the underlying instruments are very similar to
the derivative. Listed below are some of the factors that may cause such a
divergence:

. current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the
contract;

. a difference between the derivatives and securities markets, including
different levels of demand, how the instruments are traded, the imposition
of daily price fluctuation limits or trading of an instrument stops; and

. differences between the derivatives, such as different margin requirements,
different liquidity of such markets and the participation of speculators in
such markets. \

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the adviser's expectation that the price of the underlying security would rise,
but the price were to fall instead, the portfolio could be required to purchase
the security upon exercise at a price higher than the current market price.

Volatility and Leverage

The prices of derivatives are volatile (i.e., they may change rapidly,
substantially and unpredictably) and are influenced by a variety of factors,
including:

. actual and anticipated changes in interest rates;

. fiscal and monetary policies; and

. national and international political events.

Most exchanges limit the amount by which the price of a derivative can change
during a single trading day. Daily trading limits establish the maximum amount
that the price of a derivative may vary from the settlement price of that
derivative at the end of trading on the previous day. Once the price of a
derivative reaches this value, a portfolio may not trade that derivative at a
price beyond that limit. The daily limit governs only price movements during a
given day and does not limit potential gains or losses. Derivative prices have
occasionally moved to the daily limit for several consecutive trading days,
preventing prompt liquidation of the derivative.

Because of the low margin deposits required upon the opening of a derivative
position, such transactions involve an extremely high degree of leverage.
Consequently, a relatively small price movement in a derivative may result in an
immediate and substantial loss (as well as gain) to the portfolio and it may
lose more than it originally invested in the derivative.

If the price of a futures contract changes adversely, the portfolio may have to
sell securities at a time when it is disadvantageous to do so to meet its
minimum daily margin requirement. The portfolio may lose its margin deposits if
a broker-dealer with whom it has an open futures contract or related option
becomes insolvent or declares bankruptcy.

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FOREIGN SECURITIES
- --------------------------------------------------------------------------------
Types of Foreign Securities

Foreign securities are debt and equity securities that are traded in markets
outside of the United States. The markets in which these securities are located
can be developed or emerging. People can invest in foreign securities in a
number of ways:

. They can invest directly in foreign securities denominated in a foreign
currency;

. They can invest in American Depositary Receipts, European Depositary
Receipts and other similar global instruments; and

. They can invest in investment funds.

American Depositary Receipts (ADRs)

American Depositary Receipts (ADRs) are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by depository banks
and generally trade on an established market in the United States or elsewhere.
A custodian bank or similar financial institution in the issuer's home country
holds the underlying shares in trust. The depository bank may not have physical
custody of the underlying securities at all times and may charge fees for
various services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying foreign
securities in their national markets and currencies. However, ADRs continue to
be subject to many of the risks associated with investing directly in foreign
securities. EDRs are similar to ADRs, except that they are typically issued by
European Banks or trust companies.

Emerging Markets

An "emerging country" is generally a country that the International Bank for
Reconstruction and Development (World Bank) and the International Finance
Corporation would consider to be an emerging or developing country. Typically,
emerging markets are in countries that are in the process of industrialization,
with lower gross national products (GNP) than more developed countries. There
are currently over 130 countries that the international financial community
generally considers to be emerging or developing countries, approximately 40 of
which currently have stock markets. These countries generally include every
nation in the world except the United States, Canada, Japan, Australia, New
Zealand and most nations located in Western Europe.

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Investment Funds

Some emerging countries currently prohibit direct foreign investment in the
securities of their companies. Certain emerging countries, however, permit
indirect foreign investment in the securities of companies listed and traded on
their stock exchanges through investment funds that they have specifically
authorized. Investments in these investment funds are subject to the provisions
of the 1940 Act. Shareholders of a UAM Fund that invests in such investment
funds will bear not only their proportionate share of the expenses of the UAM
Fund (including operating expenses and the fees of the adviser), but also will
bear indirectly bear similar expenses of the underlying investment funds. In
addition, these investment funds may trade at a premium over their net asset
value.

Risks of Foreign Securities

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

Political and Economic Factors

Local political, economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments may affect the value of foreign
investments. Listed below are some of the more important political and economic
factors that could negatively affect an investment in foreign securities:

. The economies of foreign countries may differ from the economy of the
United States in such areas as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency, budget deficits
and national debt;

. Foreign governments sometimes participate to a significant degree, through
ownership interests or regulation, in their respective economies. Actions
by these governments could significantly influence the market prices of
securities and payment of dividends;

. The economies of many foreign countries are dependent on international
trade and their trading partners and they could be severely affected if
their trading partners were to enact protective trade barriers and economic
conditions;

. The internal policies of a particular foreign country may be less stable
than in the United States. Other countries face significant external
political risks, such as possible claims of sovereignty by other countries
or tense and sometimes hostile border clashes; and

. A foreign government may act adversely to the interests of U.S. investors,
including expropriation or nationalization of assets, confiscatory taxation
and other restrictions on U.S. investment. A country may restrict or
control foreign investments in its securities markets. These restrictions
could limit the portfolio's ability to invest in a particular country or
make it very expensive for the portfolio to invest in that country. Some
countries require prior governmental approval, limit the types or amount of
securities or companies in which a foreigner can invest. Other countries
may restrict the ability of foreign investors to repatriate their
investment income and capital gains.

Information and Supervision

There is generally less publicly available information about foreign companies
than companies based in the United States. For example, there are often no
reports and ratings published about foreign companies comparable to the ones
written about United States companies. Foreign companies are typically not
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to United States
companies. The lack of comparable information makes investment decisions
concerning foreign countries more difficult and less reliable than domestic
companies.

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Stock Exchange and Market Risk

The adviser anticipates that in most cases an exchange or over-the-counter (OTC)
market located outside of the United States will be the best available market
for foreign securities. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as the markets in the United
States. Foreign stocks markets tend to differ from those in the United States in
a number of ways:

. They are generally not as developed or efficient as, and more volatile,
than those in the United States;

. They have substantially less volume;

. Their securities tend to be less liquid and to experience rapid and erratic
price movements;

. Commissions on foreign stocks are generally higher and subject to set
minimum rates, as opposed to negotiated rates;

. Foreign security trading, settlement and custodial practices are often less
developed than those in U.S. markets; and

. They may have different settlement practices, which may cause delays and
increase the potential for failed settlements.

Taxes

Certain foreign governments levy withholding taxes on dividend and interest
income. Although in some countries it is possible for the portfolio to recover a
portion of these taxes, the portion that cannot be recovered will reduce the
income the portfolio receives from its investments. The portfolio does not
expect such foreign withholding taxes to have a significant impact on
performance.

Emerging Markets

Investing in emerging markets may magnify the risks of foreign investing.
Security prices in emerging markets can be significantly more volatile than
those in more developed markets, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may:

. Have relatively unstable governments;

. Present greater risks of nationalization of businesses, restrictions on
foreign ownership and prohibitions on the repatriation of assets;

. Offer less protection of property rights than more developed countries; and

. Have economies that are based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer
from extreme and volatile debt burdens or inflation rates.

Local securities markets may trade a small number of securities and may be
unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

INVESTMENT COMPANIES
- --------------------------------------------------------------------------------
The portfolio may buy and sell shares of other investment companies. Such
investment companies may pay management and other fees that are similar to the
fees currently paid by the portfolio. Like other shareholders, the portfolio
would pay its proportionate share of those fees. Consequently, shareholders of
the portfolio would pay not only the management fees of the portfolio, but also
the management fees of the investment company in which the

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portfolio invests. The portfolio may invest up to 10% of its total assets in the
securities of other investment companies, but may not invest more than 5% of its
total assets in the securities of any one investment company or acquire more
than 3% of the outstanding securities of any one investment company.

The SEC has granted an order that allows the portfolio to invest the greater of
5% of its total assets or $2.5 million in the UAM DSI Money Market Portfolio,
provided that the investment is:

. For cash management purposes;

. Consistent with the portfolio's investment policies and restrictions; and

. The adviser to the investing portfolio waives any fees it earns on the
assets of the portfolio that are invested in the UAM DSI Money Market
Portfolio.

The portfolio will bear expenses of the UAM DSI Money Market Portfolio on the
same basis as all of its other shareholders.

REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
In a repurchase agreement, an investor agrees to buy a security (underlying
security) from a securities dealer or bank that is a member of the Federal
Reserve System (counter-party). At the time, the counter-party agrees to
repurchase the underlying security for the same price, plus interest. Repurchase
agreements are generally for a relatively short period (usually not more than 7
days). The portfolio normally uses repurchase agreements to earn income on
assets that are not invested.

When the portfolio enters into a repurchase agreement it will:

. Pay for the underlying securities only upon physically receiving them or
upon evidence of their receipt in book-entry form; and

. Require the counter party to add to the collateral whenever the price of
the repurchase agreement rises above the value of the underlying security
(i.e., it will require the borrower to "mark to the market" on a daily
basis).

If the seller of the security declares bankruptcy or otherwise becomes
financially unable to buy back the security, the portfolio's right to sell the
security may be restricted. In addition, the value of the security might decline
before the portfolio can sell it and the portfolio might incur expenses in
enforcing its rights.

RESTRICTED SECURITIES
- --------------------------------------------------------------------------------
The portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Board, the Adviser determines the liquidity of such
investments by considering all relevant factors. Provided that a dealer or
institutional trading market in such securities exists, these restricted
securities are not treated as illiquid securities for purposes of the
portfolio's investment limitations. The price realized from the sales of these
securities could be more or less than those originally paid by the portfolio or
less than what may be considered the fair value of such securities.

SECURITIES LENDING
- --------------------------------------------------------------------------------
The portfolio may lend a portion of its total assets to broker- dealers or other
financial institutions. It may then reinvest the collateral it receives in
short-term securities and money market funds. When the portfolio lends its
securities, it will follow the following guidelines:

. The borrower must provide collateral at least equal to the market value of
the securities loaned;

. The collateral must consist of cash, an irrevocable letter of credit issued
by a domestic U.S. bank or securities issued or guaranteed by the U. S.
government;

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<PAGE>

. The borrower must add to the collateral whenever the price of the
securities loaned rises (i.e., the borrower "marks to the market" on a
daily basis);

. It must be able to terminate the loan at any time;

. It must receive reasonable interest on the loan (which may include the
portfolio investing any cash collateral in interest bearing short-term
investments); and

. It must determine that the borrower is an acceptable credit risk.

These risks are similar to the ones involved with repurchase agreements. When
the portfolio lends securities, there is a risk that the borrower will become
financially unable to honor its contractual obligations. If this happens, the
portfolio could:

. Lose its rights in the collateral and not be able to retrieve the
securities it lent to the borrower; and

. Experience delays in recovering its securities.

WHEN ISSUED TRANSACTIONS
- --------------------------------------------------------------------------------
A when-issued security is one whose terms are available and for which a market
exists, but which have not been issued. In a forward delivery transaction, the
portfolio contracts to purchase securities for a fixed price at a future date
beyond customary settlement time. "Delayed delivery" refers to securities
transactions on the secondary market where settlement occurs in the future. In
each of these transactions, the parties fix the payment obligation and the
interest rate that they will receive on the securities at the time the parties
enter the commitment; however, they do not pay money or deliver securities until
a later date. Typically, no income accrues on securities the portfolio has
committed to purchase before the securities are delivered, although the
portfolio may earn income on securities it has in a segregated account. The
portfolio will only enter into these types of transactions with the intention of
actually acquiring the securities, but may sell them before the settlement date.

The portfolio uses when-issued, delayed-delivery and forward delivery
transactions to secure what it considers an advantageous price and yield at the
time of purchase. When the portfolio engages in when-issued, delayed-delivery
and forward delivery transactions, it relies on the other party to consummate
the sale. If the other party fails to complete the sale, the portfolio may miss
the opportunity to obtain the security at a favorable price or yield.

When purchasing a security on a when-issued, delayed delivery, or forward
delivery basis, the portfolio assumes the rights and risks of ownership of the
security, including the risk of price and yield changes. At the time of
settlement, the market value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes place
also may be higher than those obtained in the transaction itself. Because the
portfolio does not pay for the security until the delivery date, these risks are
in addition to the risks associated with its other investments.

The portfolio will segregate cash and liquid securities equal in value to
commitments for the when-issued, delayed-delivery or forward delivery
transaction. The portfolio will segregate additional liquid assets daily so that
the value of such assets is equal to the amount of its commitments.

WRAPPER AGREEMENTS
- --------------------------------------------------------------------------------
Wrapper agreements are used in order to stabilize the NAV of the portfolio.
Each wrapper agreement obligates the wrapper provider to maintain the "book
value" of a portion of the portfolio's assets (covered assets) up to a
specified maximum dollar amount, upon the occurrence of certain specified
events. Generally, the book value of the covered assets is clear (1)
purchase price plus interest on the covered assets accrued at a rate
specified on the wrapper agreement (crediting rate) less an adjustment to
reflect any defaulted securities. The crediting rate used in computing book
value is calculated by a formula specified in the wrapper agreement and as

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<PAGE>

adjusted periodically. In the event of wrapper agreements purchased by the
portfolio, the crediting rate is the actual interest earned on the covered
assets, or an index-based approximation thereof, plus or minus an
adjustment for an amount receivable from or payable to the wrapper provider
based on fluctuations in the market value of the covered assets. As a
result, while the crediting rate will generally reflect movements to the
market rates of interest it may at any time be more or less than these
rates or the actual marked income earned on the covered assets. The
crediting rate may also be impaired by defaulted securities and by
increases and decreases of the amount of covered assets as a result of
contributions and withdrawals tied to the purchase and redemption or
shares. In no event will the crediting rate fall below zero percent under
the wrapper agreements entered into by the portfolio.

Wrapper providers are banks, insurance companies and other financial
institutions. The number of wrapper providers has been increasing in recent
years. As of April 1998, there were approximately fifteen wrapper providers
rated in one of the top two long-term rating categories by Moody's, S&P or
another NRSRO. The cost of wrapper agreements is typically 0.10% to 0.26%
per dollar of covered assets per annum.

Generally, under the terms of a wrapper agreement, if the market value
(plus accrued interest on the underlying securities) of the covered assets
is less than their book value at the time the covered assets are liquidated
in order to provide proceeds for withdrawals of portfolio interests
resulting from redemption of shares by IRA Owners, the wrapper provider
becomes obligated to pay to the portfolio the difference. Conversely, the
portfolio becomes obligated to make a payment to the wrapper provider if it
is necessary for the portfolio to liquidate covered assets at a price above
their book value in order to make withdrawal payments (Withdrawals
generally will arise when the portfolio must pay shareholders who redeem
shares.) Because it is anticipated that each wrapper agreement will cover
all covered assets up to a specified dollar amount, if more than one
wrapper provider becomes obligated to pay to the portfolio the difference
between book value and market value (plus accrued interest on the
underlying securities), each wrapper provider will be obligated to pay an
amount as designated by their contract according to the withdrawal
hierarchy specified by the Adviser in the wrapper agreement. Thus, the
portfolio will not have the option of choosing which wrapper agreement to
draw upon in any such payment situation.

The terms of the wrapper agreements vary concerning when these payments
must actually be made between the portfolio and the wrapper provider. In
some cases, payments may be due upon disposition of covered assets, other
wrapper agreements provide for settlement of payments only upon termination
of the wrapper agreement or total liquidation of the covered assets.

The portfolio expects that the use of wrapper agreements by the portfolio
will under most circumstances permit the portfolio to maintain a constant
NAV and to pay dividends that will generally reflect over time both the
interest income of, and market gains and losses on, the covered assets held
by the portfolio less the expenses of the portfolio. However, there can be
no guarantee that the portfolio will maintain a constant NAV or that any
shareholder will realize the same investment return as might be realized by
investing directly in the portfolio assets other than the wrapper
agreements. For example, a default by the issuer of a portfolio Security or
a wrapper provider on its obligations might result in a decrease in the
value of the portfolio assets and, consequently, the shares. The wrapper
agreements generally do not protect the portfolio from loss if an issuer of
portfolio securities defaults on payments of interest or principal.
Additionally, a portfolio shareholder may realize more or less than the
actual investment return on the portfolio Securities. Furthermore, there
can be no assurance that the portfolio will be able at all times to obtain
wrapper agreements. Although it is the current intention of the portfolio
to obtain such agreements covering all of its assets (with the exceptions
noted), the portfolio may elect not to cover some or all of its assets with
wrapper agreements should wrapper agreements become unavailable or should
other conditions such as cost, in the Adviser's sole discretion, render
their purchase inadvisable.

If, in the event of a default of a wrapper provider, the portfolio were
unable to obtain a replacement wrapper agreement, participants redeeming
shares might experience losses if the market value of the portfolio's

20
<PAGE>

assets no longer covered by the wrapper agreement is below book value. The
combination of the default of a wrapper provider and an inability to obtain
a replacement agreement could render the portfolio and the portfolio unable
to achieve their investment objective of maintaining a stable NAV. If the
governing board determines that a wrapper provider is unable to make
payments when due, the Board may assign a fair value to the wrapper
agreement that is less than the difference between the book value and the
market value (plus accrued interest on the underlying securities) of the
applicable covered assets and the portfolio might be unable to maintain NAV
stability.

Some wrapper agreements require that the portfolio maintain a specified
percentage of its total assets in short-term investments (liquidity
reserve). These short-term investments must be used for the payment of
withdrawals from the portfolio and portfolio expenses. To the extent the
liquidity reserve falls below the specified percentage of total assets, the
portfolio is obligated to direct all net cash flow to the replenishment of
the liquidity reserve. The obligation to maintain a liquidity reserve may
result in a lower return for the portfolio than if these funds were
invested in longer-term debt securities. The liquidity reserve required by
all wrapper agreements is not expected to exceed 2-10% of the portfolio's
total assets.

Wrapper agreements may also require that the covered assets have a
specified duration or maturity, consist of specified types of securities or
be of a specified investment quality. The portfolio will purchase wrapper
agreements whose terms in this regard are consistent with the portfolio's
investment objective and policies.

Wrapper agreements may also require the disposition of securities whose
ratings are downgraded below a certain level. This may limit the
portfolio's ability to hold such downgraded securities.

Wrapper agreements are structured with a number of different features.
Wrapper agreements purchased by the portfolio are of these basic types, (1)
non-participating, (2) participating and (3) "hybrid". In addition, the
wrapper agreements will either be of fixed-maturity or open-end maturity
("evergreen"). The portfolio enters into particular types of wrapper
agreements depending upon their respective cost to the portfolio and the
wrapper provider's creditworthiness, as well as upon other factors. Under
most circumstances, it is anticipated that the portfolio will enter into
participating wrapper agreements of open-end maturity and hybrid wrapper
agreements.

Types of Wrapper Agreements

Non-Participating Wrapper Agreement

Under a non-participating wrapper agreement, the wrapper provider becomes
obligated to make a payment to the portfolio whenever the portfolio sells
covered assets at a price below book value to meet withdrawals of a type
covered by the wrapper agreement (a "Benefit Event"). Conversely, the
portfolio becomes obligated to make a payment to the wrapper provider
whenever the portfolio sells covered assets at a price above their book
value in response to a Benefit Event. In neither case is the crediting rate
adjusted at the time of the Benefit Event. Accordingly, under this type of
wrapper agreement, while the portfolio is protected against decreases in
the market value of the covered assets below book value, it does not
realize increases in the market value of the covered assets above book
value; those increases are realized by the wrapper providers.

Participating Wrapper Agreement

Under a participating wrapper agreement, the obligation of the wrapper
provider or the portfolio to make payments to each other typically does not
arise until all of the covered assets have been liquidated. Instead of
payments being made on the occurrence of each Benefit Event, these
obligations are a factor in the periodic adjustment of the crediting rate.

Hybrid Wrapper Agreement

Under a hybrid wrapper agreement, the obligation of the wrapper provider on
the portfolio to make payments does not arise until withdrawals exceed a

21
<PAGE>

specified percentage of the covered assets, after which time payment
covering the difference between market value and book value will occur. For
example, a 50/50 hybrid wrap on $100XXX of securities would provide for a
participating wrapper XXX in place for the first $50 million of withdrawals
which might lead to adjustments in the crediting rate, with a non-
participating wrapper in place for the next $50 million of withdrawals,
with those withdrawals not creating any adjustment to the crediting rate.

Fixed-Maturity Wrapper Agreement

A fixed-maturity wrapper agreement terminates at a specified date, at which
settlement of any difference between book value and market value of the
covered assets occurs. A fixed-maturity wrapper agreement tends to ensure
that the covered assets provide a relatively fixed rate of return over a
specified period of time through bond immunization, which targets the
duration of the covered assets to the remaining life of the wrapper
agreement.

Evergreen Wrapper Agreement

An evergreen wrapper agreement has no fixed-maturity date on which payment
must be made, and the rate of return on the covered assets accordingly
tends to vary. Unlike the rate of return under a fixed-maturity wrapper
agreement, the rate of return on assets covered by an evergreen wrapper
agreement tends to more closely track prevailing market interest rates and
thus tends to rise when interest rates rise and fall when interest rates
fall. An Evergreen wrapper agreement may be converted into a fixed-maturity
wrapper agreement that will mature in the number of years equal to the
duration of the covered assets.

Additional Risks of Wrapper Agreements

In the event of the default of a wrapper provider, the portfolio could
potentially lose the book value protections provided by the wrapper
agreements with that wrapper provider. However, the impact of such a
default on the portfolio as a whole may be minimal or non-existent if the
market value of the covered assets thereunder is greater than their book
value at the time of the default, because the wrapper provider would have
no obligation to make payments to the portfolio under those circumstances.
In addition, the portfolio may be able to obtain another wrapper agreement
from another wrapper provider to provide book value protections with
respect to those covered assets. The cost of the replacement wrapper
agreement might be higher than the initial wrapper agreement due to market
conditions or if the market value (plus accrued interest on the underlying
securities) of those covered assets is less than their book value at the
time of entering into the replacement agreement. Such cost would also be in
addition to any premiums previously paid to the defaulting wrapper
provider. If the portfolio were unable to obtain a replacement wrapper
agreement, participants redeeming shares might experience losses if the
market value of the portfolio's assets no longer covered by the wrapper
agreement is below book value. The combination of the default of a wrapper
provider and an inability to obtain a replacement agreement could render
the portfolio and the portfolio unable to achieve its investment objective
of seeking to maintain a stable NAV.

With respect to payments made under the wrapper agreements between the
portfolio and the wrapper provider, some wrapper agreements, as noted in
the portfolio's prospectus, provide that payments may be due upon
disposition of the covered assets, while others provide for payment only
upon the total liquidation of the Covered assets or upon termination of the
wrapper agreement. In none of these cases, however, would the terms of the
wrapper agreements specify which portfolio securities are to be disposed of
or liquidated. Moreover, because it is anticipated that each wrapper
agreement will cover all covered assets up to a specified dollar amount, if
more than one wrapper provider becomes obligated to pay to the portfolio
the difference between book value and market value (plus accrued interest
on the underlying securities), each wrapper provider will pay a pro-rata
amount in proportion to the maximum dollar amount of coverage provided.
Thus, the portfolio will not have the option of choosing which wrapper
agreement to draw upon in any such payment situation. Under the terms of
most wrapper agreements the wrapper provider will have the right to
terminate the wrapper agreement in the event that material changes are made
in the portfolio's investment objectives or limitations or the nature of
the portfolio's operations. In such event, the portfolio may be obligated
to pay the wrapper provider termination fees. The portfolio will have the
right to terminate a wrapper agreement for any reason. Such right, however,
may also be subject to the payment of termination fees. In the event of
termination of a wrapper agreement or conversion of an Evergreen Wrapper
Agreement to a fixed-maturity, some wrapper agreements may require that the
duration of some portion of the portfolio's securities be reduced to
correspond to the fixed maturity at termination date and that such
securities maintain a higher credit rating than is normally required,
either of which requirements might adversely affect the return of the
portfolio.

Investment Policies of the Portfolio

The portfolio will determine investment limitation percentages (with the
exception of a limitation relating to borrowing) immediately after and as a
result of its acquisition of such security or other asset. Accordingly, the
portfolio will not consider changes in values, net assets or other circumstances
when determining whether the investment complies with its investment
limitations.

22
<PAGE>

FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------
The following investment limitations are fundamental, which means the portfolio
cannot change them without approval by the vote of a majority of the outstanding
voting securities of the portfolio, as defined by the 1940 Act. The portfolio
will not:

The portfolio will not:

. Make any investment that is inconsistent with its classification as a
diversified investment management company under the 1940 Act.

. Concentrate its investments in securities of issuers primarily engaged in
any particular industry (other securities issued or guaranteed by the
United States government or its agencies or instrumentalities or when the
portfolio adopts a temporary defensive position).

. Issue senior securities, except as permitted by the 1940 Act.

. Invest in physical commodities or contracts on physical commodities.

. Purchase or sell real estate or real estate limited partnerships, although
it may purchase and sell securities of companies which deal in real estate
and may purchase and sell securities which are secured by interests in real
estate.

. Make loans except (i) that the acquisition of investment securities or
other investment instruments in accordance with the portfolio's prospectus
and statement of additional information shall not be deemed to be the
making of a loan; and (ii) that the portfolio may lend its portfolio
securities in accordance with applicable law and the guidelines set forth
in the portfolio's prospectus and statement of additional information, as
they may be amended from time to time.

. Underwrite the securities of other issuers.

. Borrow money, except to the extent permitted by applicable law and the
guidelines set forth in the portfolio's prospectus and statement of
additional information, as they may be amended from time to time.

NON-FUNDAMENTAL POLICIES
- --------------------------------------------------------------------------------
The following limitations are non-fundamental, which means the portfolio may
change them without shareholder approval. The portfolio will not:

The portfolio will not:

. Purchase on margin or sell short except that the portfolio may purchase
futures as described in the prospectus and this SAI.

. Invest more than 10% of its total assets in the securities of other
investment companies.

. Invest more than 5% of its total assets in the securities of any one
investment company.

. Acquire more than 3% of the voting securities of any other investment
company.

. Invest more than an aggregate of 15% of its net assets in securities that
are subject to legal or contractual restrictions on resale (restricted
securities) or securities for which there are no readily available markets
(illiquid securities).

Borrowing

The portfolio may borrow from banks and enter into reverse repurchase agreements
in an amount up to 33 1/3% of its total assets, taken at market value. The
portfolio may also borrow an additional 5% of its total assets from banks or
others for temporary or emergency purposes, such as the redemption of portfolio
shares. The portfolio may purchase additional securities so long as borrowings
do not exceed 5% of its total assets. The portfolio may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of portfolio
securities.

23
<PAGE>

Asset Coverage

The portfolio will cover its derivatives according to guidelines established
by the SEC so as to avoid creating a "senior security" (as defined in the 1940
act) in connection with use of such instruments. Accordingly, the portfolio
will either own the securities underlying the derivative or will segregate
with its custodian cash or liquid securities in an amount at all times equal
to the portfolio's commitment with respect to these instruments or contracts.
Assets that are segregated for purposes of proving cover need not be
physically segregated in a separate account provided that the custodian notes
on its books that such securities are segregated. The portfolio will also
cover its use of wrapper agreements to the extent necessary to avoid creating
a "senior security" (as defined in the 1940 act) in connection with its
purchase of such agreements.

Management Of The Fund

The governing board manages the business of the Fund. The governing board
elects officers to manage the day-to-day operations of the Fund and to execute
policies the board has formulated. The Fund pays each board member who is not
also an officer or affiliated person (independent board member) a $150
quarterly retainer fee per active portfolio and a $2,000 meeting fee. In
addition, the Fund reimburses each independent board member for travel and
other expenses incurred while attending board meetings. The $2,000 meeting fee
and expense reimbursements are aggregated for all of the board members and
allocated proportionately among the portfolios of the UAM Funds Complex. The
Fund does not pay board members that are affiliated with the fund for their
services as board members. UAM, its affiliates or SEI pay the Fund's officers.

The following table lists the board members and officers of the Fund and
provides information regarding their present positions, date of birth,
address, principal occupations during the past five years, aggregate
compensation received from the Fund and total compensation received from the
UAM Funds Complex. The UAM Funds Complex is currently comprised of 51
portfolios. Those people with an asterisk (*) beside their name are
"interested persons" of the Fund as that term is defined in the 1940 Act. Mr.
English does have an investment advisory relationship with Investment
Counselors of Maryland, an investment adviser to one of the portfolios in the
UAM Funds Complex. However, the Fund does not believe that the relationship is
a material business relationship, and, therefore, does not consider him to be
an "interested person" of the Fund. If these circumstances change, the Board
will determine whether any action is required to change the composition of the
Board.

<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Compensation From the Fund
From the Fund Complex as of
Name, Address, Position Principal Occupations During the as of October October 31,
DOB with Fund Past 5 years 31, 1999 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr. Board President of Squam Investment Management $7,137 $10,625
College Road -- RFD 3 Member Company, Inc. and Great Island Investment
Meredith, NH 03253 Company, Inc.; President of Bennett Management
1/26/29 Company from 1988 to 1993.
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy J. Dunn Board Financial Officer of World Wildlife Fund since $7,137 $10,625
1250 24/th/ St., NW Member January 1999; Vice President for Finance and
Washington, DC 20037 Administration and Treasurer of Radcliffe College
8/14/51 from 1991 to 1999.
- ------------------------------------------------------------------------------------------------------------------------------------
William A. Humenuk Board Executive Vice President and Chief Administrative $7,137 $10,625
100 King Street West Member Officer of Philip Services Corp.; Formerly, a
P.O. Box 2440, LCD-1 Partner in the Philadelphia office of the law
Hamilton Ontario, firm Dechert Price & Rhoads and a Director of
Canada L8N-4J6 Hofler Corp.
4/21/42
- ------------------------------------------------------------------------------------------------------------------------------------
Philip D. English Board President and Chief Executive Officer of Broventure $7,137 $10,625
16 West Madison Street Member Company, Inc.; Chairman of the Board of Chektec
Baltimore, MD 21201 Corporation and Cyber Scientific, Inc.
8/5/48
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

24
<PAGE>

<TABLE>

Aggregate
Aggregate Compensation
Compensation From the Fund
From the Fund Complex as of
Name, Address, Position Principal Occupations During the as of October October 31,
DOB with Fund Past 5 years 31, 1999 1999
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James P. Pappas* Board President of UAM Investment Services, Inc. since 0 0
211 Congress Street Member March 1999; Vice President UAM Trust Company since
Boston, MA 02110 January 1996; Principal of UAM Fund Distributors,
2/24/53 Inc. since December 1995; Vice President of UAM
Investment Services, Inc. from January 1996 to March
1999 and a Director and Chief Operating Officer of CS
First Boston Investment Management from 1993-1995.
------------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer* Board Chairman, Chief Executive Officer and a Director of 0 0
One International Place Member; United Asset Management Corporation; Director,
Boston, MA 02110 President Partner or Trustee of each of the Investment
3/21/35 and Chairman Companies of the Eaton Vance Group of Mutual Funds.
------------------------------------------------------------------------------------------------------------------------------
Peter M. Whitman, Jr.* Board President and Chief Investment Officer of Dewey 0 0
One Financial Center Member Square Investors Corporation since 1988; Director and
Boston, MA 02111 Chief Executive Officer of H.T. Investors, Inc.,
7/1/43 formerly a subsidiary of Dewey Square.
------------------------------------------------------------------------------------------------------------------------------
William H. Park Vice Executive Vice President and Chief Financial 0 0
One International Place President Officer of United Asset Management Corporation.
Boston, MA 02110
9/19/47
------------------------------------------------------------------------------------------------------------------------------
Gary L. French Treasurer President of UAMFSI and UAMFDI; Treasurer of the 0 0
211 Congress Street Fidelity Group of Mutual Funds from 1991 to 1995;
Boston, MA 02110 held various other offices with Fidelity Investments
7/4/51 from November 1990 to March 1995.
------------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty Assistant Vice President of UAMFSI; Manager of Fund 0 0
211 Congress Street Treasurer Administration and Compliance of Chase Global Fund
Boston, MA 02110 Services Company from 1995 to 1996; Senior Manager of
9/18/63 Deloitte & Touche LLP from 1985 to 1995,
------------------------------------------------------------------------------------------------------------------------------
Robert J. DellaCroce Assistant Director, Mutual Fund Operations - SEI Investments; 0 0
SEI Investments Treasurer Senior Manager at Arthur Andersen prior to 1994.
One Freedom Valley Rd.
Oaks, PA 19456
12/17/63
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Principal Shareholders

As of February 1, 2000, the following persons or organizations held of record
or beneficially 5% or more of the shares of a portfolio:

<TABLE>
<CAPTION>
Name and Address of Shareholder Percentage of Shares Owned Class
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & CO INC 78.59% Institutional
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
--------------------------------------------------------------------------------------------------------------------------
Donaldson Lutkin Jenretre Securities Corporation Inc. 8.32% Institutional
P.O. Box 2052
Jersey City, NJ 07303-2052
--------------------------------------------------------------------------------------------------------------------------
UAM Trust CO CUST 5.95% Institutional
IRA R/O Rolf Stamm
12427 High Drive
Leawood, KS 66209-1330
</TABLE>

Any shareholder listed above as owning 25% or more of the outstanding shares
of a portfolio may be presumed to "control" (as that term is defined in the
1940 Act) the portfolio. Shareholders controlling the portfolio could have the
ability to vote a majority of the shares of the portfolio on any matter
requiring the approval of shareholders of the portfolio. As of February 1,
2000, the directors and officers of the Fund owned less than 1% of the
outstanding shares of the portfolio.

25
<PAGE>

ability to vote a majority of the shares of the portfolio on any matter
requiring the approval of shareholders of the portfolio. As of February 1,
2000, the directors and officers of the Fund owned less than 1% of the
outstanding shares of the portfolio.

Investment Advisory and Other Services

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Dwight Asset Management Company, a Delaware corporation located at 125 College
Street, Burlington, Vermont 05401, is the investment adviser to the portfolio.
The adviser manages and supervises the investment of the portfolio's assets on
a discretionary basis. The adviser, an affiliate of United Asset Management
Corporation, has provided investment management services to corporations,
pension and profit-sharing plans, 401(k) and thrift plans since 1983. For its
services, the portfolio pays the adviser a fee of 0.50% of its average net
assets.

The adviser is a subsidiary of UAM. UAM is a holding company incorporated in
Delaware in December 1980 for the purpose of acquiring and owning firms
engaged primarily in institutional investment management. Since its first
acquisition in August 1983, UAM has acquired or organized more than 50 UAM
Affiliated Firms. UAM believes that permitting UAM Affiliated Firms to retain
control over their investment advisory decisions is necessary to allow them to
continue to provide investment management services that are intended to meet
the particular needs of their respective clients. Accordingly, after
acquisition by UAM, UAM Affiliated Firms continue to operate under their own
firm name, with their own leadership and individual investment philosophy and
approach. Each UAM Affiliated Firm manages its own business independently on a
day-to-day basis. Investment strategies employed and securities selected by
UAM Affiliated Firms are separately chosen by each of them. Several UAM
Affiliated Firms also act as investment advisers to separate series or
portfolios of the UAM Funds Complex.

Investment Advisory Agreement

This section summarizes some of the important provisions of the Investment
Advisory Agreement. The Fund has filed the Investment Advisory Agreement with
the SEC as part of its registration statement on Form N-1A.

Service Performed by Adviser

The adviser:

. Manages the investment and reinvestment of the portfolio's assets;

. Continuously reviews, supervises and administers the investment program of
the portfolio; and

. Determines what portion of the portfolio's assets will be invested in
securities and what portion will consist of cash.

Limitation of Liability

In the absence of (1) willful misfeasance, bad faith, or gross negligence on
the part of the adviser in the performance of its obligations and duties under
the Investment Advisory Agreement, (2) reckless disregard by the adviser of
its

26
<PAGE>

obligations and duties under the Investment Advisory Agreement, or (3) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services, the adviser shall not be subject to any liability
whatsoever to the Fund, for any error of judgment, mistake of law or any other
act or omission in the course of, or connected with, rendering services under
the Investment Advisory Agreement.

Continuing an Investment Advisory Agreement

The Investment Advisory Agreement continues in effect for periods of one year
so long as such continuance is specifically approved at least annually by a:

. Majority of those Board Members who are not parties to the Investment
Advisory Agreement or interested persons of any such party; and

. (2) (a) majority of the Members or (b) a majority of the shareholders of
the portfolio.

Terminating an Investment Advisory Agreement

The Fund may terminate an Investment Advisory Agreement at any time, without
the payment of any penalty if:

. A majority of the portfolio's shareholders vote to do so or a majority of
Board Members vote to do so; and

. It gives the adviser 60 days' written notice.

The adviser may terminate the Investment Advisory Agreement at any time,
without the payment of any penalty, upon 90 days' written notice to the Fund.

An Investment Advisory Agreement will automatically and immediately terminate
if it is assigned.

Advisory Fees

For its services, the portfolio pays its adviser a fee equal to of the
average daily net assets of the portfolio. Due to the effect of fee waivers by
the adviser, the actual percentage of average net assets that the portfolio
pays in any given year may be different from the rate set forth in its
contract with the adviser. For the last three fiscal years, the portfolio
paid the following in management fees to the adviser:

Investment Advisory Investment Advisory Total Investment
Fees Paid Fees Waived Advisory Fees
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IRA Capital Preservation Portfolio
1999 $0 $410 $0
</TABLE>

DISTRIBUTOR
- --------------------------------------------------------------------------------
UAMFDI is the Fund's distributor. The Fund offers its shares continuously.
While UAMFDI will use its best efforts to sell shares of the Fund, it is not
obligated to sell any particular amount of shares. UAMFDI receives no
compensation for its services, and any amounts it may receive under a Service
and Distribution Plan are passed through in their entirety to third parties.
UAMFDI, an affiliate of UAM, is located at 211 Congress Street, Boston,
Massachusetts 02110.

27
<PAGE>

SERVICE AND DISTRIBUTION PLANS
- --------------------------------------------------------------------------------
The Fund has adopted a Distribution Plan and a Shareholder Servicing Plan (the
"Plans") for the portfolio's Institutional Service Class Shares pursuant to
Rule 12b-1 under the 1940 Act.

Shareholder Servicing Plan

The Shareholder Servicing Plan (Service Plan) permits the Fund to compensate
broker-dealers or other financial institutions (Service Agents) that have
agreed with UAMFDI to provide administrative support services to Institutional
Service Class shareholders that are their customers. Under the Service Plan,
Institutional Service Class Shares may pay service fees at the maximum annual
rate of 0.25 of the average daily net asset value of such shares held by the
Service Agent for the benefit of its customers. The Fund pays these fees out
of the assets allocable to the portfolio's Institutional Service Class Shares
to UAMFDI, to the Service Agent directly or through UAMFDI. Each item for
which a payment may be made under the Service Plan constitutes personal
service and/or shareholder account maintenance and may constitute an expense
of distributing Institutional Service Class Shares as the SEC construes such
term under Rule 12b-1. Services for which Institutional Service Class Shares
may compensate Service Agents include:

. Acting as the sole shareholder of record and nominee for beneficial owners.

. Maintaining account records for such beneficial owners of the Fund's
shares.

. Opening and closing accounts.

. Answering questions and handling correspondence from shareholders about
their accounts.

. Processing shareholder orders to purchase, redeem and exchange shares.

. Handling the transmission of funds representing the purchase price or
redemption proceeds.

. Issuing confirmations for transactions in the Fund's shares by
shareholders.

. Distributing current copies of prospectuses, statements of additional
information and shareholder reports.

. Assisting customers in completing application forms, selecting dividend and
other account options and opening any necessary custody accounts.

. Providing account maintenance and accounting support for all transactions.

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

Rule 12b-1 Distribution Plan

The Distribution Plan permits the portfolio to pay UAMFDI or others for
certain distribution, promotional and related expenses involved in marketing
its Institutional Service Class Shares. Under the Distribution Plan,
Institutional Service Class Shares may pay distribution fees at the maximum
annual rate of 0.75% of the average daily net asset value of such shares held
by the Service Agent for the benefit of its customers. These expenses
include, among other things:

. Advertising the availability of services and products.

. Designing materials to send to customers and developing methods of making
such materials accessible to customers.

. Providing information about the product needs of customers.

. Providing facilities to solicit Fund sales and to answer questions from
prospective and existing investors about the Fund.

28
<PAGE>

. Receiving and answering correspondence from prospective investors,
including requests for sales literature, prospectuses and statements of
additional information.

. Displaying and making available sales literature and prospectuses.

. Acting as liaison between shareholders and the Fund, including obtaining
information from the Fund and providing performance and other information
about the Fund.

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

Fees Paid under the Service and Distribution Plans

The Plans permit Institutional Service Class shares to pay distribution and
service fees at the maximum annual rate of 1.00% of the class' average daily
net assets for the year. The Fund's governing board has limited the amount
the Institutional Service Class may pay under the Plans to 0.25% of the class'
average daily net assets for the year, and may increase such amount to the
plan maximum at any time.

The Fund will not reimburse the Distributor or others for distribution
expenses incurred in excess of the amount permitted by the Plans.

Subject to seeking best price and execution, the Fund may buy or sell
portfolio securities through firms that receive payments under the Plans.
UAMFDI, at its own expense, may pay dealers for aid in distribution or for aid
in providing administrative services to shareholders.

Distribution Plan Expenses
- --------------------------------------------------------------------------------
IRA Capital Preservation Portfolio $0
1999

Approving, Amending and Terminating the Fund's Distribution Arrangements

Shareholders of the portfolio have approved the Plans. The Plans also were
approved by the governing board of the Fund, including a majority of the
members of the board who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the Plans (Plan
Members), by votes cast in person at meetings called for the purpose of voting
on these Plans.

Continuing the Plans

The Plans continue in effect from year to year so long as they are approved
annually by a majority of the Fund's board members and its Plan Members. To
continue the Plans, the board must determine whether such continuation is in
the best interest of the Institutional Service Class shareholders and that
there is a reasonable likelihood of the Plans providing a benefit to the
Class. The Fund's board has determined that the Fund's distribution
arrangements are likely to benefit the Fund and its shareholders by enhancing
the Fund's ability to efficiently service the accounts of its Institutional
Service Class shareholders.

Amending the Plans

A majority of the Fund's governing board and a majority of its the Plan
Members must approve any material amendment to the Plans. Likewise, any
amendment materially increasing the maximum percentage payable under the Plans
must be approved by a majority of the outstanding voting securities of the
Class, as well as by a majority of the Plan Members.

Terminating the Plans

A majority of the Plan Members or a majority of the outstanding voting
securities of the Class may terminate the Plans at any time without penalty.
In addition, the Plans will terminate automatically upon their assignment.

29
<PAGE>

Miscellaneous

So long as the Plans are in effect, the non-interested board members will
select and nominate the Plan Members of the Fund.

The Fund and UAMFDI intend to comply with the Conduct Rules of the National
Association of Securities Dealers relating to investment company sales
charges. with these rules.

Pursuant to the Plans, the board reviews, at least quarterly, a written report
of the amounts expended under each agreement with Service Agents and the
purposes for which the expenditures were made.

Additional Non-12b-1 Shareholder Servicing Arrangements

In addition to payments by the Fund under the Plans, UAM and any of its
affiliates, may, at its own expense, compensate a Service Agent or other
person for marketing, shareholder servicing, record-keeping and/or other
services performed with respect to the Fund, the portfolio or any class of
shares of the portfolio. The person making such payments may do so out of its
revenues, its profits or any other source available to it. Such services
arrangements, when in effect, are made generally available to all qualified
service providers. The adviser may also compensate its affiliated companies
for referring investors to the portfolio.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Administrator

Pursuant to a Fund Administration Agreement with the Fund, UAMFSI manages,
administers and conducts the general business activities of the Fund. As a
part of its responsibilities, UAMFSI provides and oversees the provision by
various third parties of administrative, fund accounting, dividend disbursing
and transfer agent services for the Fund. UAMFSI, an affiliate of UAM, has its
principal office at 211 Congress Street, Boston, Massachusetts 02110.

UAMFSI will bear all expenses in connection with the performance of its
services under the Fund Administration Agreement. Other expenses to be
incurred in the operation of the Fund will be borne by the Fund or other
parties, including:

. Taxes, interest, brokerage fees and commissions.

. Salaries and fees of officers and Board Members who are not officers,
directors, shareholders or employees of an affiliate of UAM, including
UAMFSI, UAMFDI or the adviser.

. SEC fees and state Blue-Sky fees.

. EDGAR filing fees.

. Processing services and related fees.

. Advisory and administration fees.

. Charges and expenses of pricing and data services, independent public
accountants and custodians.

. Insurance premiums including fidelity bond premiums.

. Outside legal expenses.

. Costs of maintenance of corporate existence.

. Typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund.

30
<PAGE>

. Printing and production costs of shareholders' reports and corporate
meetings.

. Cost and expenses of Fund stationery and forms.

. Costs of special telephone and data lines and devices.

. Trade association dues and expenses.

. Any extraordinary expenses and other customary Fund expenses.

The Fund Administration Agreement continues in effect from year to year if the
Board specifically approves such continuance every year. The Board or UAMFSI
may terminate the Fund Administration Agreement, without penalty, on not less
than ninety (90) days' written notice. The Fund Administration Agreement
automatically terminates upon its assignment by UAMFSI without the prior
written consent of the Fund.

UAMFSI will from time to time employ other people to assist it in performing
its duties under the Fund Administration Agreement. Such people may be
officers and employees who are employed by both UAMFSI and the Fund. UAMFSI
will pay such people for such employment. The Fund will not incur any
obligations with respect to such people.

Administration and Transfer Agency Services Fees

The portfolio pays a four-part fee to UAMFSI as follows:

1. In exchange for administrative services, the portfolio pays a fee to UAMFSI
calculated at the annual rate of:

. $19,500 for the first operational class; plus

. $3,750 for each additional class; plus

. A fee calculated from the aggregate net assets of each portfolio at
the following rates:

<TABLE>
Annual Rate
- --------------------------------------------------------------------------------------------------
<S> <C>
IRA Capital Preservation Portfolio 0.06%
</TABLE>

2. The portfolio also pays a fee to UAMFSI for sub-administration and other
services provided by SEI. The fee, which UAMFSI pays to SEI, is calculated
at the annual rate of:

. Not more than $35,000 for the first operational class; plus

. $5,000 for each additional operational class; plus

. 0.03% of their pro rata share of the combined assets of the UAM Funds
Complex.

3. An annual base fee that UAMFSI pays to DST Systems, Inc. for its services
as transfer agent and dividend-disbursing agent equal to $10,500 for the
first operational class and $10,500 for each additional class.

4. An annual base fee that UAMFSI pays to UAMSSC for its services as sub-
shareholder-servicing agent equal to $7,500 for the first operational class
and $2,500 for each additional class.

For the last three fiscal years the portfolio paid the following in
administration and sub-administration fees:

<TABLE>
<CAPTION>
Total Administration
Administrators Fee Sub-Administrators Fee Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IRA Capital Preservation Portfolio $2,472 $5,874 $8,346
1999
</TABLE>

31
<PAGE>

CUSTODIAN
- --------------------------------------------------------------------------------
The Chase Manhattan Bank, 3 Chase MetroTech Center, Brooklyn, New York 11245,
provides for the custody of the Fund's assets pursuant to the terms of a
custodian agreement with the Fund.

INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as independent accountant for the Fund.

Brokerage Allocation and Other Practices

SELECTION OF BROKERS
- --------------------------------------------------------------------------------

The Investment Advisory Agreement authorizes the adviser to select the brokers
or dealers that will execute the purchases and sales of investment securities
for the portfolio. The Investment Agreement also directs the adviser to use
its best efforts to obtain the best execution with respect to all transactions
for the portfolio. The adviser may select brokers based on research,
statistical and pricing services they provide to the adviser. Information and
research provided by a broker will be in addition to, and not instead of, the
services the adviser is required to perform under the Investment Advisory
Agreement. In so doing, the portfolio may pay higher commission rates than
the lowest rate available when the adviser believes it is reasonable to do so
in light of the value of the research, statistical, and pricing services
provided by the broker effecting the transaction.

It is not the practice of the Fund to allocate brokerage or effect principal
transactions with dealers based on sales of shares that a broker-dealer firm
makes. However, the Fund may place trades with qualified broker-dealers who
recommend the Fund or who act as agents in the purchase of Fund shares for
their clients.

SIMULTANEOUS TRANSACTIONS
- --------------------------------------------------------------------------------

The adviser makes investment decisions for the portfolio independently of
decisions made for its other clients. When a security is suitable for the
investment objective of more than one client, it may be prudent for the
adviser to engage in a simultaneous transaction, that is, buy or sell the same
security for more than one client. The adviser strives to allocate such
transactions among its clients, including the portfolio, in a fair and
reasonable manner. Although there is no specified formula for allocating such
transactions, the Fund's governing board periodically reviews the various
allocation methods used by the adviser.

BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------

32
<PAGE>

Debt Securities

Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, the portfolio will
not pay brokerage commissions for such purchases. When a debt security is
bought from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the
dealer's mark up or reflect a dealer's mark down. When the portfolio executes
transactions in the over-the-counter market, it will deal with primary market
makers unless prices that are more favorable are otherwise obtainable.

Commissions Paid

For the last three fiscal years, the portfolio paid the following in brokerage
commissions:

Brokerage Commissions
- --------------------------------------------------------------------------------
IRA Capital Preservation Portfolio $0
1999

Capital Stock and Other Securities

The Fund

The Fund was organized under the name "The Regis Fund II" as a Delaware
business trust on May 18, 1994. On October 31, 1995, the Fund changed its name
to "UAM Funds Trust." The Fund's principal executive office is located at 211
Congress Street, Boston, MA 02110; however, shareholders should direct all
correspondence to the address listed on the cover of this SAI.

Description Of Shares And Voting Rights

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
Board has the power to designate one or more series (portfolios) or classes of
shares of beneficial interest without shareholder approval. The Board has
authorized three classes of shares: Institutional Class, Institutional Service
Class, and Advisor Class. Not all of the portfolios issue all of the classes.

Description of Shares

When issued and paid for, the shares of each series and class of the Fund are
fully paid and nonassessable, and have no pre-emptive rights or preference as
to conversion, exchange, dividends, retirement or other features. The shares
of the Fund have noncumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of board members can elect
100% of the board if they choose to do so. On each matter submitted to a vote
of the shareholders, a shareholder is entitled to one vote for each full share
held (and a fractional vote for each fractional share held), then standing in
his name on the books of the Fund. Shares of all classes will vote together as
a single class except when otherwise required by law or as determined by the
Board.

If the Fund is liquidated, the shareholders of each portfolio or any class
thereof are entitled to receive the net assets belonging to that portfolio, or
in the case of a class, belonging to that portfolio and allocable to that
class. The Fund will distribute is net assets to its shareholders in
proportion to the number of shares of that portfolio or class thereof held by
them and recorded on the books of the Fund. A majority of the Board may
authorize the liquidation of any portfolio or class at any time.

33
<PAGE>

The Fund will not hold annual meetings except when required to by the 1940 Act
or other applicable law.

Class Differences

The Board has authorized three classes of shares, Institutional, Institutional
Service and Advisor. The three classes represent interests in the same assets
of the portfolio and, except as discussed below, are identical in all
respects.

. Institutional Service Shares bear certain expenses related to shareholder
servicing and the distribution of such shares and have exclusive voting
rights with respect to matters relating to such distribution expenditures.

. Advisor Shares bear certain expenses related to shareholder servicing and
the distribution of such shares and have exclusive voting rights with
respect to matters relating to such distribution expenditures. Advisor
Shares also charge a sales load on purchases.

. Each class of shares has different exchange privileges.

Distribution and shareholder servicing fees reduce a class's:

. Net income;

. Dividends; and

. NAV to the extent the portfolio has undistributed net income.

Dividend and Distribution Options

There are three ways for shareholders to receive dividends and capital gains:

. Income dividends and capital gains distributions are reinvested in
additional shares at net asset value;

. Income dividends are paid in cash and capital gains distributions are
reinvested in additional shares at NAV; and

. Income dividends and capital gains distributions are paid in cash.

Unless the shareholder elects otherwise in writing, the fund will
automatically reinvest all dividends in additional shares of the portfolio at
NAV (as of the business day following the record date). Shareholders may
change their dividend and distributions option by writing to the fund at least
three days before the record date for income dividend or capital gain
distribution.

The fund sends account statements to shareholders whenever it pays an income
dividend or capital gains distribution.

FEDERAL TAXES

The portfolio intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and to distribute out its income to
shareholders each year so that the portfolio itself generally will be relieved
of federal income and excise taxes. If the portfolio were to fail to so
qualify: (1) it would be taxed at regular corporate rates without any
deduction for distributions to shareholder; and (2) its shareholders would be
taxed as if they received ordinary dividends, although corporate shareholders
could be eligible for the dividends received deduction.

The portfolio's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends it received from U.S. domestic
corporations may be eligible, in the hands of such shareholders, for the
corporate dividends received deduction, subject to certain holding period
requirements and debt financing limitations.

34
<PAGE>

Purchase, Redemption and Pricing of Shares

NET ASSET VALUE PER SHARE
- --------------------------------------------------------------------------------

Calculating NAV

The purchase and redemption price of the shares of a portfolio is equal to the
NAV of the portfolio. The Fund calculates the NAV of a portfolio by
subtracting its liabilities from its total assets and dividing the result by
the total number of shares outstanding. For purposes of this calculation:

. Liabilities include accrued expenses and dividends payable; and

. Total assets include the market value of the securities held by the
portfolio, plus cash and other assets plus income accrued but not yet
received.

Each portfolio normally calculates its NAV as of the close of trading on the
NYSE every day the NYSE is open for trading. The NYSE usually closes at 4:00
p.m. The NYSE is closed on the following days: New Year's Day, Dr. Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

How the Fund Values it Assets

Debt Securities

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

Other Assets

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

PURCHASE OF SHARES
- --------------------------------------------------------------------------------

Service Agents may enter confirmed purchase orders on behalf of their
customers. To do so, the Service Agent must receive your investment order
before the close of trading on the NYSE and must transmit it to the fund
before the close of its business day to receive that day's share price. The
fund must receive proper payment for the order by the time the portfolio
calculates its NAV on the following business day. Service Agents are
responsible to their customers and the

35
<PAGE>

Fund for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

Shareholders can buy full and fractional (calculated to three decimal places)
shares of a portfolio. The fund will not issue certificates for fractional
shares and will only issue certificates for whole shares upon the written
request of a shareholder.

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

Who May Invest in the Portfolio

As described in the portfolio's prospectus, with certain exceptions, the
portfolio offers its shares to investors who wish to invest in the portfolio
through certain individual retirement accounts. From time to time, the
portfolio may allow certain shareholders, including affiliates of its
investment adviser, to buy shares of the portfolio through an account that
does not qualify as an individual retirement account described above. The
portfolio may also offer its shares through fund supermarkets, fund networks
and various other similar third-party service providers that maintain
shareholder accounts on behalf of the portfolio. The portfolio recognizes
that such service providers cannot guarantee that shares of the portfolio will
be sold only through individual retirement accounts.

In-Kind Purchases

At its discretion, the Fund may permit shareholders to purchase shares of the
portfolio with securities, instead of cash. If the Fund allows a shareholder
to make an in-kind purchase, it will value such securities according to the
policies described under "How the Fund Values it Assets" at the next
determination of net asset value after acceptance. The Fund will issue shares
of the portfolio at the NAV of the portfolio determined as of the same time.

The Fund will only acquire securities through an in-kind purchase for
investment and not for immediate resale. The Fund will only accept in-kind
purchases if the transaction meets the following conditions:

. The securities are eligible investments for the portfolio;

. The securities have readily available market quotations;

. The investor represents and agrees that the securities are liquid and that
there are no restrictions on their resale imposed by the 1933 Act or
otherwise;

. All dividends, interest, subscription, or other rights pertaining to such
securities become the property of the portfolio and are delivered to the
fund by the investor upon receipt from the issuer; and

. Immediately after the transaction is complete, the value of all securities
of the same issuer held by the portfolio cannot exceed 5% of the net assets
of the portfolio. This condition does not apply to U.S. government
securities.

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

REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
When you redeem, your shares may be worth more or less than the price you paid
for them depending on the market value of the investments held by the
portfolio.

36
<PAGE>

By Mail

Requests to redeem shares must include:

. Share certificates, if issued;

. A letter of instruction or an assignment specifying the number of shares or
dollar amount the shareholder wishes to redeem 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 for estates, trusts, guardianships,
custodianships, corporations, pension and profit sharing plans and other
organizations.

By Telephone

Shareholders may not do the following by telephone:

. Change the name of the commercial bank or the account designated to receive
redemption proceeds. To change an account in this manner, you must submit a
written request signed by each shareholder, with each signature guaranteed.

. Redeem shares represented by a certificate.

The Fund and UAMSSC 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 and before 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 UAMSSC may be liable for any losses due to
unauthorized or fraudulent telephone instructions if the Fund or the UAMSSC
does not employ the procedures described above. Neither the Fund nor the
UAMSSC will be responsible for any loss, liability, cost or expense for
following instructions received by telephone that it reasonably believes to be
genuine.

37
<PAGE>

Signature Guarantees

The Fund requires signature guarantees for certain types of documents,
including:

. Written requests for redemption;

. Separate instruments for assignment ("stock power"), which should specify
the total number of shares to be redeemed; and

. On all stock certificates tendered for redemption.

The purpose of signature guarantees is to verify the identity of the person
who has authorized a redemption from your account and to protect your account,
the Fund and its sub-transfer agent from fraud.

The Fund will accept signature guarantees from any eligible guarantor
institution, as defined by the Securities Exchange Act of 1934 that
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. You can get a complete definition of eligible guarantor
institutions by calling 1-877-826-5465. 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

Normally, the Fund will pay for all shares redeemed under proper procedures
within seven days after it received your request. However, the Fund will pay
your redemption proceeds earlier as applicable law so requires.

When the Fund may suspend redemption privileges or postpone the date of
payment:

. when the NYSE and custodian bank are closed;

. when trading on the NYSE is restricted;

. during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for the
portfolio to dispose of securities owned by it, or to fairly determine the
value of its assets; or

. for such other periods as the Commission may permit.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
The exchange privilege is only available with respect to portfolios that are
qualified for sale in the shareholder's state of residence. Exchanges are
based on the respective net asset values of the shares involved. The
Institutional Class and Institutional Service Class shares of UAM Funds do not
charge a sales commission or charge of any kind for exchanges.

Neither the Fund nor any of its service providers will be responsible for the
authenticity of the exchange instructions received by telephone. The
governing board of the Fund may restrict the exchange privilege at any time.
Such instructions may include limiting the amount or frequency of exchanges
and may be for the purpose of assuring such exchanges do not disadvantage the
Fund and its shareholders.

TRANSFER OF SHARES
- --------------------------------------------------------------------------------
Shareholders may transfer shares of the portfolio to another person by making
a written request to the Fund. Your request should clearly identify the
account and number of shares you wish to transfer. All registered owners
should sign

38
<PAGE>

the request and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described under
"Signature Guarantees." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.

Performance Calculations

The portfolio measures its performance by calculating its yield and total
return. Yield and total return figures are based on historical earnings and
are not intended to indicate future performance. The portfolio calculates its
current yield and average annual total return information according to the
methods required by the SEC. The performance is calculated separately for
each Class of the portfolio. Dividends paid by the portfolio with respect to
each Class will be calculated in the same manner at the same time on the same
day and will be in the same amount, except that service fees, distribution
charges and any incremental transfer agency costs relating to Institutional
Service Class Shares will be borne exclusively by that class.

TOTAL RETURN
- --------------------------------------------------------------------------------

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

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

The fund calculates these figures according to the following formula:

P (1 + T)/n/ = ERV

Where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of the 1,
5 or 10 year periods (or fractional portion thereof).

39
<PAGE>

Set forth in the table below are the portfolio's average annual returns for
the one-year period and the five-year period ended October 31, 1999 and the
shorter of the ten-year period ended October 30, 1999 or the period from the
portfolio's inception date through October 31, 1999.

<TABLE>
<CAPTION>
Shorter of
10 Years or Since
One Year Five Years Inception 30-Day Yield Inception Date
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IRA Capital Preservation Portfolio N/A N/A 1 .12% 6.69% 8/30/99
Institutional Class Shares#
--------------------------------------------------------------------------------------------------------------------------------
Institutional Service Class* N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

# The Institutional Class is has been operation for less than one yea..
* The Institutional Service Class is currently not operational.

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

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

Yield is obtained using the following formula:

Yield = 2[((a-b)/(cd)+1)/6/-1]

Where:

a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions

d = the maximum offering price per share on the last day of the period.

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

To help investors better evaluate how an investment in the portfolio might
satisfy their investment objective, advertisements regarding the Fund may
discuss various measures of Fund performance as reported by various financial
publications. Advertisements may also compare performance (as calculated
above) to performance as reported by other investments, indices and averages.
Please see "Comparative Benchmarks" for publications, indices and averages
that may be used.

In assessing such comparisons of performance, an investor should keep in mind:

40
<PAGE>

. that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the
portfolio;

. that the indices and averages are generally unmanaged; and

. that the items included in the calculations of such averages may not be
identical to the formula used by the portfolio to calculate its
performance; and

. that shareholders cannot invest directly in such indices or averages.

In addition, there can be no assurance that the portfolio will continue this
performance as compared to such other averages.

Financial Statements

The following documents are included in the portfolio's October 31, 1999
Annual Report:

. Financial statements for the fiscal year ended October 31, 1999.

. Financial highlights for the respective periods presented

. The report of PricewaterhouseCoopers LLP.

Each of the above-referenced documents is incorporated by reference into this
SAI. However, no other parts of the portfolio's Annual Reports are
incorporated by reference herein. Shareholders may get copies of the
portfolio's Annual Reports free of charge by calling the UAM Funds at the
telephone number appearing on the front page of this SAI.

Glossary

All terms that this SAI does not otherwise define, have the same meaning in
the SAI as they do in the prospectus(es) of the portfolios.

1933 Act means the Securities Act of 1933, as amended.

1934 Act means the Securities Exchange Act of 1934, as amended.

1940 Act means the Investment Company Act of 1940, as amended.

Adviser means the investment adviser of the portfolio.

Board Member refers to a single member of the Fund's Board.

Board refers to the Fund's Board of Trustees as a group.

SEI is SEI Investments Mutual Funds Services, the Fund's sub-administrator.

Distribution Plan refers to the Distribution Plan the Fund has adopted for its
Service Class Shares pursuant to Rule 12b-1 under the 1940 Act.

Fund refers to UAM Funds Trust.

Governing Board, see Board.

NAV is the net asset value per share of a portfolio.

NYSE is the New York Stock Exchange. Also known as "The Exchange" or "The Big
Board," the NYSE is located on Wall Street and is the largest exchange in the
United States.

<PAGE>

Plan member refers to members of the board who are not interested persons of
the Fund and who have no direct or indirect financial interest in the
operation of the Plans.

Plans refers to the Distribution and Shareholder Servicing Plans the Fund has
adopted for its Service Class Shares pursuant to Rule 12b-1 under the 1940
Act.

SEC is the Securities and Exchange Commission. The SEC is the federal agency
that administers most of the federal securities laws in the United States. In
particular, the SEC administers the 1933 Act, the 1940 Act and the 1934 Act.

Service Plan refers to the Shareholder Servicing Plan the Fund has adopted for
its Service Class Shares pursuant to Rule 12b-1 under the 1940 Act.

Service Class means the Institutional Service Class shares of a portfolio.

UAM Funds Complex includes UAM Funds, Inc., UAM Funds Trust, UAM Funds Inc. II
and all of their portfolios.

UAM is United Asset Management Corporation.

UAMFDI is UAM Fund Distributors, Inc., the Fund's distributor.

UAMFSI is UAM Fund Services, Inc., the Fund's administrator.

UAMSSC is UAM Fund Shareholders Servicing Center, the Fund's sub-shareholder-
servicing agent.

Bond Ratings

Moody's Investors Service, Inc.
- --------------------------------------------------------------------------------

Preferred Stock Ratings

aaa An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and
the least risk of dividend impairment within the universe of
preferred stocks.

aa An issue which is rated "aa" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance
the earnings and asset protection will remain relatively well-
maintained in the foreseeable future.

a An issue which is rated "a" is considered to be an upper-medium
grade preferred stock. While risks are judged to be somewhat
greater than in the "aaa" and "aa" classification, earnings and
asset protection are, nevertheless, expected to be maintained at
adequate levels.

baa An issue that which is rated "baa" is considered to be a medium--
grade preferred stock, neither highly protected nor poorly
secured. Earnings and asset protection appear adequate at present
but may be questionable over any great length of time.

ba An issue which is rated "ba" is considered to have speculative
elements and its future cannot be considered well assured.
Earnings and asset protection may be very moderate and not well
safeguarded during adverse periods. Uncertainty of position
characterizes preferred stocks in this class.

b An issue which is rated "b" generally lacks the characteristics
of a desirable investment. Assurance of dividend payments and
maintenance of other terms of the issue over any long period of
time may be small.

caa An issue which is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport to
indicate the future status of payments.

42
<PAGE>

ca An issue which is rated "ca" is speculative in a high degree and
is likely to be in arrears on dividends with little likelihood of
eventual payments.

c This is the lowest rated class of preferred or preference stock.
Issues so rated can thus be regarded as having extremely poor
prospects of ever attaining any real investment standing.
plus (+) or
minus (-) Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification: the modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking and the modifier 3 indicates that
the issue ranks in the lower end of its generic rating category.

Debt Ratings - Taxable Debt & Deposits Globally

Aaa Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are
generally referred to as "gilt-edged." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large
as in Aaa securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than the Aaa
securities.

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very
moderate, and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position characterizes
bonds in this class.

B Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with
respect to principal or interest.

Ca Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

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<PAGE>

Con. (...) (This rating applies only to U.S. Tax-Exempt Municipals) Bonds
for which the security depends upon the completion of some act or
the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings of projects under construction,
(b) earnings of projects unseasoned in operating experience, (c)
rentals that begin when facilities are completed, or (d) payments
to which some other limiting condition attaches. Parenthetical
rating denotes probable credit stature upon completion of
construction or elimination of basis of condition.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

Short-Term Prime Rating System - Taxable Debt & Deposits Globally

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1 Issuers rated Prime-1 (or supporting institution) have a superior
ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the
following characteristics:

. Leading market positions in well-established
industries.

. Conservative capitalization structure with moderate
reliance on debt and ample asset protection.

. Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.

. Well-established access to a range of financial markets
and assured sources of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This
will normally be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage
ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity
is maintained.

Prime 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligation.
The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability
may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

Not Prime Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S RATINGS SERVICES
- --------------------------------------------------------------------------------

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<PAGE>

Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms
of the obligation;

2. Nature of and provisions of the obligation;

3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations
are typically rated lower than senior obligations, to reflect the lower
priority in bankruptcy, as noted above. Accordingly, in the case of junior
debt, the rating may not conform exactly with the category definition.

AAA An obligation rated 'AAA' has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA An obligation rated 'AA' differs from the highest rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.

A An obligation rated 'A' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated 'BBB' exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.

Obligations rated 'BB', 'B', 'CCC' , 'CC' and 'C' are regarded as having
significant speculative characteristics. 'BB' indicates the least degree of
speculation and 'C' the highest. While such obligations will likely have
some quality and protective characteristics, these may be outweighed by
large uncertainties or major risk exposures to adverse conditions.

BB An obligation rated 'BB' is less vulnerable to nonpayment
than other speculative issues. However, it faces major
ongoing uncertainties or exposures to adverse business,
financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial
commitment on the obligation.

B An obligation rated 'B' is more vulnerable to nonpayment
than obligations rated 'BB', but the obligor currently has
the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or
willingness to meet its financial commitment on the
obligation.

CCC An obligation rated 'CCC' is currently vulnerable to non-
payment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its
financial commitment on the obligations.

CC An obligation rated 'CC' is currently highly vulnerable to
nonpayment.

<PAGE>

C A subordinated debt or preferred stock obligation rated 'C'
is CURRENTLY HIGHLY VULNERABLE to non-payment. The 'C'
rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action taken, but
payments on this obligation are being continued. A 'C' will
also be assigned to a preferred stock issue in arrears on
dividends or sinking fund payments, but that is currently
paying.

D An obligation rated 'D' is in payment default. The 'D'
rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period
has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an
obligation are jeopardized.

r This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to
principal or volatility of expected returns which are not
addressed in the credit rating. Examples include: obligation
linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as
interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as
inverse floaters.

N.R. This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that Standard & Poor's does not rate a particular obligation
as a matter of policy.

Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by
the addition of a plus or minus sign to show relative standing within the
major rating categories.

Short-Term Issue Credit Ratings

A-1 A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's
capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated 'A-2' is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is
satisfactory.

A-3 A short-term obligation rated 'A-3' exhibits adequate
protection parameters. However, adverse economic conditions
or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.

B A short-term obligation rated 'B' is regarded as having
significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment
on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

C A short-term obligation rated 'C' is currently vulnerable to
nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.

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<PAGE>

D A short-term obligation rated 'D' is in payment default. The
'D' rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period
has not expired, unless Standard & Poors' believes that such
payments will be made during such grace period. The 'D' rating
also will be used upon the filing of a bankruptcy petition or
the taking of a similar action if payments on an obligation
are jeopardized.

DUFF & PHELPS CREDIT RATING CO.
- --------------------------------------------------------------------------------

Long-Term Debt and Preferred Stock

AAA Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

AA+/AA/ High credit quality. Protection factors are strong. Risk is
AA- modest but may vary slightly from time
to time because of economic conditions.

A+/A/A- Protection factors are average but adequate. However, risk
factors are more variable in periods of greater economic
stress.

BBB+/BBB Below-average protection factors but still considered
BBB- sufficient for prudent investment. Considerable variability
in risk during economic cycles.

BB+/BB/ Below investment grade but deemed likely to meet obligations
BB- when due. Present or prospective financial protection
factors fluctuate according to industry conditions. Overall
quality may move up or down frequently within this category.

B+/B/B- Below investment grade and possessing risk that obligation
will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC Well below investment-grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable
company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments.

DP Preferred stock with dividend arrearages.

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<PAGE>

Short-Term Debt

High Grade

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations.

D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection
factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors.
Risk factors are very small.

Good Grade
D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

Satisfactory Grade
D-3 Satisfactory liquidity and other protection factors qualify
issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.

Non-Investment Grade
D-4 Speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high
degree of variation.

Default
D-5 Issuer failed to meet scheduled principal and/or interest
payments.

FITCH IBCA RATINGS
- --------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade
AAA Highest credit quality. 'AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case
of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.

AA Very high credit quality. 'AA' ratings denote a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.

A High credit quality. 'A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in circumstances
or in economic conditions than is the case for higher
ratings.

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<PAGE>

BBB Good credit quality. 'BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for
timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.
This is the lowest investment-grade category.

Speculative Grade
BB Speculative. 'BB' ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time; however,
business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this
category are not investment grade.

B Highly speculative. 'B' ratings indicate that significant
credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon a
sustained, favorable business and economic environment.

CCC,CC,C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon
sustained, favorable business or economic developments. A
'CC' rating indicates that default of some kind appears
probable. 'C' ratings signal imminent default.

DDD,DD,D Default. The ratings of obligations in this category are
based on their prospects for achieving partial or full
recovery in a reorganization or liquidation of the obligor.
While expected recovery values are highly speculative and
cannot be estimated with any precision, the following serve
as general guidelines. "DDD" obligations have the highest
potential for recovery, around 90%-100% of outstanding
amounts and accrued interest. "D" indicates potential
recoveries in the range of 50%-90%, and "D" the lowest
recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or
all of their obligations. Entities rated "DDD" have the
highest prospect for resumption of performance or continued
operation with or without a formal reorganization process.
Entities rated "DD" and "D" are generally undergoing a
formal reorganization or liquidation process; those rated
"DD" are likely to satisfy a higher portion of their
outstanding obligations, while entities rated "D" have a
poor prospect for repaying all obligations.

International Short-Term Credit Ratings
F1 Highest credit quality. Indicates the Best capacity for
timely payment of financial commitments; may have an added
"+" to denote any exceptionally strong credit feature.

F2 Good credit quality. A satisfactory capacity for timely
payment of financial commitments, but the margin of safety
is not as great as in the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of
financial commitments is adequate; however, near-term
adverse changes could result in a reduction to non-
investment grade.

B Speculative. Minimal capacity for timely payment of
financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C High default risk. Default is a real possibility. Capacity
for meeting financial commitments is solely reliant upon a
sustained, favorable business and economic environment.

D Default. Denotes actual or imminent payment default.

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<PAGE>

Notes

"+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the 'AAA' long-term
rating category, to categories below 'CCC', or to short-term ratings other
than 'F1'.

'NR' indicates that Fitch IBCA does not rate the issuer or issue in
question.

'Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

RatingAlert: Ratings are placed on RatingAlert to notify investors that
there is a reasonable probability of a rating change and the likely
direction of such change. These are designated as "Positive", indicating a
potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. RatingAlert is typically
resolved over a relatively short period.

Comparative Benchmarks

(alphabetically)

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

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

Donoghue's Money Fund Average -- is an average of all major money market
fund yields, published weekly for 7 and 30-day yields.

Dow Jones Industrial Average - a price-weighted average of thirty blue-chip
stocks that are generally the leaders in their industry and are listed on
the New York Stock Exchange. It has been a widely followed indicator of the
stock market since October 1, 1928.

Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Investor's Daily, Lipper, Inc., Morningstar, Inc., The New
York Times, Personal Investor, The Wall Street Journal and Weisenberger
Investment Companies Service -- publications that rate fund performance
over specified time periods.

Historical data supplied by the research departments of First Boston
Corporation, J.P. Morgan & Co, Inc., Salomon Smith Barney, Merrill Lynch &
Co., Inc., Lehman Brothers, Inc. and Bloomberg L.P.

IBC's Money Fund Average/All Taxable Index - an average of all major money
market fund yields, published weekly for 7- and 30-day yields.

IFC Investable Composite Index - an unmanaged market capitalization-
weighted index maintained by the International Finance Corporation. This
index consists of over 890 companies in 26 emerging equity markets, and is
designed to measure more precisely the returns portfolio managers might
receive from investment in emerging markets equity securities by focusing
on companies and markets that are legally and practically accessible to
foreign investors.

Lehman Brothers Indices:
------------------------

50
<PAGE>

Lehman Brothers Aggregate Bond Index - an unmanaged fixed income market value-
weighted index that combines the Lehman Government/Corporate Index and the
Lehman Mortgage-Backed Securities Index, and includes treasury issues, agency
issues, corporate bond issues and mortgage backed securities. It includes
fixed rate issuers of investment grade (BBB) or higher, with maturities of at
least one year and outstanding par values of at least $100 million for U.S.
government issues and $25 million for others.

Lehman Brothers Corporate Bond Index - an unmanaged index of all publicly
issued, fixed-rate, nonconvertible investment grade domestic corporate debt.
Also included are yankee bonds, which are dollar-denominated SEC registered
public, noncovertible debt issued or guaranteed by foreign sovereign
governments, municipalities, or governmental agencies, or international
agencies.

Lehman Brothers Government Bond Index -an unmanaged treasury bond index
including all public obligations of the U.S. Treasury, excluding flower bonds
and foreign-targeted issues, and the Agency Bond Index (all publicly issued
debt of U.S. government agencies and quasi-federal corporations, and corporate
debt guaranteed by the U.S. government). In addition to the aggregate index,
sub-indices cover intermediate and long term issues.

Lehman Brothers Government/Corporate Bond Index -- an unmanaged fixed income
market value-weighted index that combines the Government and Corporate Bond
Indices, including U.S. government treasury securities, corporate and yankee
bonds. All issues are investment grade (BBB) or higher, with maturities of
at least one year and outstanding par value of at least $100 million of U.S.
government issues and $25 million for others. Any security downgraded during
the month is held in the index until month end and then removed. All returns
are market value weighted inclusive of accrued income.

Lehman Brothers High Yield Bond Index - an unmanaged index of fixed rate, non-
investment grade debt. All bonds included in the index are dollar
denominated, noncovertible, have at least one year remaining to maturity and
an outstanding par value of at least $100 million.

Lehman Brothers Intermediate Government/Corporate Index - an unmanaged fixed
income, market value-weighted index that combines the Lehman Brothers
Government Bond Index (intermediate-term sub-index) and four corporate bond
sectors.

Lehman Brothers Mortgage-Backed Securities Index - an unmanaged index of all
fixed-rate securities backed by mortgage pools of Government National Mortgage
Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), and
Federal National Mortgage Association (FNMA).

Lipper, Inc./Lipper Indices/Lipper Averages
-------------------------------------------

The Lipper Indices are equally weighted indices for typically the 30 largest
mutual funds within their respective portfolio investment objectives. The
indices are currently grouped in six categories: U.S. Diversified Equity with
12 indices; Equity with 27 indices, Taxable Fixed-Income with 20 indices, Tax-
Exempt Fixed-Income with 28 indices, Closed-End Funds with 16 indices, and
Variable Annuity Funds with 18 indices.

In September, 1999, Lipper, Inc. introduced its new portfolio-based mutual
fund classification method in which peer comparisons are based upon
characteristics of the specific stocks in the underlying funds, rather than
upon a broader investment objective stated in a prospectus. Certain of
Lipper, Inc.'s classifications for general equity funds' investment objectives
were changed while other equity objectives remain unchanged. Changing
investment objectives include Capital Appreciation Funds, Growth Funds, Mid-
Cap Funds, Small-Cap Funds, Micro-Cap Funds, Growth & Income Funds, and Equity
Income Funds. Unchanged investment objectives include Sector Equity Funds,
World Equity Funds, Mixed Equity Funds, and certain other funds including all
Fixed Income Funds and S&P(R) Index Funds.

Criteria for the Lipper Indices are: 1) component funds are largest in group;
2) number of component funds remains the same (30); 3) component funds are
defined annually; 4) can be linked historically; and 5) are used as a
benchmark for fund performance.

Criteria for the Lipper Averages are: 1) includes all funds in the group in
existence for the period; 2) number of component funds always changes; 3)
universes are dynamic due to revisions for new funds, mergers, liquidations,
etc.; and 4) will be inaccurate if historical averages are linked.

51
<PAGE>

Certain Lipper, Inc. indices/averages used by the UAM Funds may include, but
are not limited to, the following:

Lipper Short-Intermediate Investment Grade Debt Funds Average -- is an average
of 100 funds that invest at least 65% of assets in investment grade debt
issues (BBB or higher) with dollar-weighted average maturities of one to five
years or less. (Taxable Fixed-Income category)

Lipper Balanced Fund Index - an unmanaged index of open-end equity funds whose
primary objective is to conserve principal by maintaining at all times a
balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio
ranges around 60%/40%. (Equity category)

Lipper Equity Income Fund Index - an unmanaged index of equity funds which
seek relatively high current income and growth of income through investing 60%
or more of the portfolio in equities. (Equity category)

Lipper Equity Mid Cap Fund Index - an unmanaged index of funds that by
prospectus or portfolio practice invest primarily in companies with market
capitalizations less than $5 billion at the time of purchase. (Equity
category)

Lipper Equity Small Cap Fund Index - an unmanaged index of funds by prospectus
or portfolio practice invest primarily in companies with market
capitalizations less than $1 billion at the time of purchase. (Equity
category)

Lipper Growth Fund Index - an unmanaged index composed of the 30 largest funds
by asset size which invest in companies with long-term earnings expected to
grow significantly faster than the earnings of the stocks represented in the
major unmanaged stock indices. (Equity category)

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

Merrill Lynch 1-4.99 Year Corporate/Government Bond Index -- is an unmanaged
index composed of U.S. treasuries, agencies and corporates with maturities
from 1 to 4.99 years. Corporates are investment grade only (BBB or higher).

Merrill Lynch 1-3 Year Treasury Index - an unmanaged index composed of U.S.
treasury securities with maturities from 1 to 3 years.

Morgan Stanley Capital International EAFE Index -- arithmetic, market value-
weighted averages of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.

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

NASDAQ Composite Index -- is a market capitalization, price only, unmanaged
index that tracks the performance of domestic common stocks traded on the
regular NASDAQ market as well as national market System traded foreign common
stocks and ADRs.

Nekkei Stock Average - a price weighted index of 225 selected leading stocks
listed on the First Section of the Tokyo Stock Exchange.

New York Stock Exchange composite or component indices -- capitalization-
weighted unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.

Russell U.S. Equity Indexes:
----------------------------

52
<PAGE>

Russell 3000(R) Index - measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents approximately
98% of the investable U.S. equity market.

Russell 1000(R) Index - an unmanaged index which measures the performance of
the 1,000 largest companies in the Russell 3000 Index, which represents
approximately 92% of the total market capitalization of the Russell 3000
Index.

Russell 2000(R) Index -- an unmanaged index which measures the performance of
the 2,000 smallest companies in the Russell 3000 Index, which represents
approximately 8% of the total market capitalization of the Russell 3000 Index.

Russell Top 200 Index - measures the performance of the 200 largest companies
in the Russell 1000 Index, which represents approximately 74% of the total
market capitalization of the Russell 1000 Index.

Russell Mid-Cap Index -- measures the performance of the 800 smallest
companies in the Russell 1000 Index, which represents approximately 26% of the
total market capitalization of the Russell 1000 Index.

Russell 2500 Index - an unmanaged index which measures the performance of the
2,5000 smallest companies in the Russell 3000 Index, which represents
approximately 17% of the total market capitalization of the Russell 3000
Index.

Russell 3000(R) Growth Index - measures the performance of those Russell 3000
Index companies with higher price-to-book ratios and higher forecasted growth
values. The stocks in this index are also members of either the Russell 1000
Growth or the Russell 2000 Growth indexes.

Russell 3000(R) Value Index - measures the performance of those Russell 3000
Index companies with lower price-to-book ratios and lower forecasted growth
values. The stocks in this index are also members of either the Russell 1000
Value or the Russell 2000 Value indexes.

Russell 1000(R) Growth Index - measures the performance of those Russell 1000
companies with higher price-to-book ratios and higher forecasted growth
values.

Russell 1000(R) Value Index - measures the performance of those Russell 1000
with lower price-to-book ratios and lower forecasted growth values.

Russell 2000(R) Growth Index - measures the performance of those Russell 2000
companies with higher price-to-book ratios and higher forecasted growth
values.

Russell 2000(R) Value Index - measures the performance of those Russell 2000
companies with lower price-to-book ratios and lower forecasted growth values.

Russell Top 200 Growth Index - measures the performance of those Russell Top
200 companies with higher price-to-book ratios and higher forecasted growth
values. The stocks re also members of the Russell 1000 Growth index.

Russell Top 200 Value Index - measures the performance of those Russell Top
200 companies with lower price-to-book ratios and lower forecasted growth
values. The stocks are also members of the Russell 1000 Value index.

Russell Midcap Growth Index - measures the performance of those Russell Midcap
companies with higher price-to-book ratios and higher forecasted growth
values. The stocks are also members of the Russell 1000 Growth index.

Russell Midcap Value Index - measures the performance of those Russell Midcap
companies with lower price-to-book ratios and lower forecasted growth values.
The stocks are also members of the Russell 1000 Value index.

Russell 2500 Growth Index - measures the performance of those Russell 2500
companies with higher price-to-book ratios and higher forecasted growth
values.

Russell 2500 Value Index - measures the performance of those Russell 2500
companies with lower price-to-book ratios and lower forecasted growth values.

Ryan Labs 5 Year GIC Master Index - an arithmetic mean of market rates of $1
million GIC contracts held for five years. The market rates are
representative of a diversified, investment grade portfolio of contracts
issued by credit worthy insurance companies. The index is unmanaged and does
not reflect any transaction costs. Direct investment in the index is not
possible.

53
<PAGE>

Standard & Poor's U.S. Indices:
-------------------------------

In October, 1999, Standard & Poor's and Morgan Stanley Capital International
launched a new global industry classification standard consisting of 10
economic sectors aggregated from 23 industry groups, 59 industries, and 123
sub-industries covering almost 6,000 companies globally. The new
classification standard will be used with all of their respective indices.
Features of the new classification include 10 economic sectors, rather than
the 11 S&P currently uses. Sector and industry gradations are less severe.
Rather than jumping from 11 sectors to 115 industries under the former S&P
system, the new system progresses from 10 sectors through 23 industry groups,
50 industries and 123 sub-industries.

S&P 500 Index - an unmanaged index composed of 400 industrial stocks, 40
financial stocks, 40 utilities stocks and 20 transportation stocks. Widely
regarded as the standard for measuring large-cap U.S. stock market
performance. It is used by 97% of U.S. money managers and pension plan
sponsors. More than $1 trillion is indexed to the S&P 500.

S&P MidCap 400 Index -- consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation. It is a market-value
weighted index with each stock affecting the index in proportion to its market
value. It is used by over 95% of U.S. managers and pension plan sponsors. More
than $25 billion is indexed to the S&P Midcap400.

S&P Small Cap 600 Index - an unmanaged index comprised of 600 domestic stocks
chosen for market size, liquidity, and industry group representation. The
index is comprised of stocks from the industrial, utility, financial, and
transportation sectors. It is gaining wide acceptance as the preferred
benchmark for both active and passive management due to its low turnover and
greater liquidity. Approximately $8 billion is indexed to the S&P SmallCap
600.

S&P SuperComposite 1500 - combines the S&P 500, MidCap 400, and SmallCap 600
indices, representing 87% of the total U.S. equity market capitalization.

S&P 100 Index - known by its ticker symbol OEX, this index measures large
company U.S. stock market performance. This market capitalization-weighted
index is made up of 100 major, blue chip stocks across diverse industry
groups.

S&P/BARRA Growth and Value Indices - are constructed by dividing the
securities in the S&P 500 Index according to price-to-book ratio. The Value
index contains the companies with the lower price-to-book ratios; while the
companies with the higher price-to-book ratios are contained in the Growth
index.

S&P REIT Composite Index - launched in 1997, this benchmark tracks the market
performance of U.S. Real Estate Investment Trusts, known as REITS. The REIT
Composite consists of 100 REITs chosen for their liquidity and importance in
representing a diversified real estate portfolio. The Index covers over 80%
of the securitized U.S. real estate market.

S&P Utilities Stock Price Index - a market capitalization weighted index
representing three utility groups and, with the three groups, 43 of the
largest utility companies listed on the New York Stock Exchange, including 23
electric power companies, 12 natural gas distributors and 8 telephone
companies.

Standard & Poor's CANADA Indices:
---------------------------------

S&P/TSE Canadian MidCap Index - measures the performance of the mid-size
company segment of the Canadian equity market.

S&P/TSE Canadian SmallCap Index - Measures the small company segment of the
Canadian equity market.

Standard & Poor's Global Indices:
---------------------------------

S&P Global 1200 Index - aims to provide investors with an investable
portfolio. This index, which covers 29 countries and consists of seven
regional components, offers global investors an easily accessible, tradable
set of stocks and particularly suits the new generation of index products,
such as exchange-traded funds (ETFs).

S&P Euro and S&P Euro Plus Indices - the S&P Euro Index covers the Eurobloc
countries; the Euro Plus Index includes the Euro markets as well as Denmark,
Norway, Sweden and Switzerland. The S&P Euro Plus Index contains

54
<PAGE>

200 constituents, and the S&P Euro Index, a subset of Euro Plus, contains 160
constituents. Both indices provide geographic and economic diversity over 11
industry sectors.

S&P/TSE 60 Index - developed with the Toronto Stock Exchange, is designed as
the new Canadian large cap benchmark and will ultimately replace the Toronto
35 and the TSE 100.

S&P/TOPIX 150 - includes 150 highly liquid securities selected from each
major sector of the Tokyo market. It is designed specifically to give
portfolio managers and derivative traders an index that is broad enough to
provide representation of the market, but narrow enough to ensure liquidity.

S&P Asia Pacific 100 Index - includes highly liquid securities from each major
economic sector of major Asia-Pacific equity markets. Seven countries --
Australia, Hong Kong, Korea, Malaysia, New Zealand, Singapore, and Taiwan --
are represented in the new index.

S&P Latin America 40 Index -part of the S&P Global 1200 Index, includes highly
liquid securities from major economic sectors of Mexican and South American
equity markets. Companies from Mexico, Brazil, Argentina, and Chile are
represented in the new index.

S&P United Kingdom 150 Index - includes 150 highly liquid securities selected
from each of the new S&P sectors. The S&P UK 150 is designed to be broad
enough to provide representation of the market, but narrow enough to ensure
liquidity.

Salomon Smith Barney Global excluding U.S. Equity Index - an unmanaged index
comprised of the smallest stocks (less than $1 billion market capitalization)
of the Extended Market Index, of both developed and emerging markets.

Salomon Smith Barney One to Three Year Treasury Index - an unmanaged index
comprised of U.S. treasury notes and bonds with maturities of one year or
greater, but less than three years.

Salomon Smith Barney Three-Month T-Bill Average -- the average for all
treasury bills for the previous three-month period.

Salomon Smith Barney Three-Month U.S. Treasury Bill Index - a return
equivalent yield average based on the last three 3-month Treasury bill issues.

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

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

Target Large Company Value Index - an index comprised of large companies with
market capitalizations currently extending down to approximately $1.9 billion
that are monitored using a variety of relative value criteria in order to
capture the most attractive value opportunities available. A high quality
profile is required and companies undergoing adverse financial pressures are
eliminated.

U.S. Three-Month Treasury Bill Average - the average return for all treasury
bills for the previous three month period.

Value Line Composite Index -- composed of over 1,600 stocks in the Value Line
Investment Survey.

Wilshire Real Estate Securities Index - a market capitalization-weighted index
of publicly traded real estate securities, including real estate investment
trusts, real estate operating companies and partnerships. The index is used
by the institutional investment community as a broad measure of the
performance of public real estate equity for asset allocation and performance
comparison.

55
<PAGE>

Wilshire REIT Index - includes 112 real estate investment trusts (REITs) but
excludes seven real estate operating companies that are included in the
Wilshire Real Estate Securities Index.

Note: With respect to the comparative measures of performance for equity
securities described herein, comparisons of performance assume reinvestment of
dividends, except as otherwise stated.

56
<PAGE>

PART C
UAM FUNDS TRUST
OTHER INFORMATION

ITEM 23. EXHIBITS

Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following references are used:

PEA# = Post-Effective Amendment (pertinent numbers for each PEA are
included after "PEA", e.g., PEA #3 means the third PEA under the
Securities Act of 1933.)

<TABLE>
<CAPTION>
Incorporated by
Reference to
Exhibit (Location):
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
A. 1. Agreement and Declaration of Trust PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
2. Certificate of Trust PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
3. Certificate of Amendment to Certificate of Trust PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
B.1. By-Laws PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
2. Amendment to By-Laws dated December 10, 1998 PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
C. 1. Form of Specimen Share Certificate PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
2. The rights of security holders are defined in the Registrant's Agreement and Declaration of PEA 24
Trust and By-Laws
- ---------------------------------------------------------------------------------------------------------------------------
D.1. Investment Advisory Agreement between Registrant and Barrow, Hanley, Mewhinney & Strauss PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
2. Investment Advisory Agreement between Registrant and Cambiar Investors, Inc. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
3. Investment Advisory Agreement between Registrant and Chicago Asset Management Company PEA 27
(Intermediate Bond Portfolio)
- ---------------------------------------------------------------------------------------------------------------------------
4. Investment Advisory Agreement between Registrant and Chicago Asset Management Company PEA 27
(Value/Contrarian Portfolio)
- ---------------------------------------------------------------------------------------------------------------------------
5. Investment Advisory Agreement between Registrant and Dwight Asset Management Company PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
7. Investment Advisory Agreement between Registrant and First Pacific Advisors, Inc. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
8. Investment Advisory Agreement between Registrant and Hanson Investment Management Company PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
9. Investment Advisory Agreement between Registrant and Heitman/PRA Securities Advisors, Inc. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
10. Investment Advisory Agreement between Registrant and Jacobs Asset Management, L.P. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
11. Investment Advisory Agreement between Registrant and Murray Johnstone International Limited PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
12. Investment Advisory Agreement between Registrant and Pacific Financial Research, Inc. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
13. Investment Advisory Agreement between Registrant and Pell Rudman Trust Company, N.A. PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
14. Investment Advisory Agreement between Registrant and Provident Investment Counsel PEA 39
- ---------------------------------------------------------------------------------------------------------------------------
15. Investment Advisory Agreement between Registrant and Tom Johnson Investment Management PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
E. 1. Distribution Agreement between Registrant and UAM Fund Distributors PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
2. Distribution Agreement between Registrant and UAM Fund Distributors, Inc. dated as of March PEA 29
31, 1999 (Advisor Class Shares)
- ---------------------------------------------------------------------------------------------------------------------------
2. Distribution Agreement between Registrant and ACG Capital Corporation (Advisor Class Shares) PEA 19
- ---------------------------------------------------------------------------------------------------------------------------
4. Amendment to Distribution Agreement between Registrant and ACG Capital Corporation dated as PEA 29
of March 31, 1999
- ---------------------------------------------------------------------------------------------------------------------------
5. Selling Dealer Agreement PEA 24
- ---------------------------------------------------------------------------------------------------------------------------
F. Trustees' and Officers' Contracts and Programs Not applicable
- ---------------------------------------------------------------------------------------------------------------------------
G.1. Global Custody Agreement PEA 16
- ---------------------------------------------------------------------------------------------------------------------------
H.1. Fund Administration Agreement PEA 27
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Not applicable.

ITEM 25. INDEMNIFICATION

Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended. Insofar
as indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Provisions for indemnification of UAM Fund Services, Inc. are contained in
Section 6 of its Fund Administration Agreement with the Registrant.

Provisions for indemnification of the Registrant's investment advisers are
contained in Section 7 of their respective Investment Advisory Agreements with
the Registrant.

Provisions for indemnification of Registrant's principal underwriter, UAM Fund
Distributors, Inc., are contained in its Distribution Agreement with the
Registrant.

Provisions for indemnification of Registrant's custodian, The Chase Manhattan
Bank, are contained in Section 12 of its Fund Global Custody Agreement with the
Registrant.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the caption "Investment Adviser" in the Prospectuses
constituting Part A of this Registration Statement and "Investment Adviser" in
Part B of this Registration Statement. Except for information with respect to
Pell Rudman Trust Company, N.A., the information required by this Item 26 with
respect to each director, officer, or partner of each other investment adviser
of the Registrant is incorporated by reference to the Forms ADV filed by the
investment advisers listed below with the Securities and Exchange Commission
pursuant to the Investment Advisers Act of 1940, as amended, under the file
numbers indicated:
<PAGE>

<TABLE>
<CAPTION>
Investment Adviser File No.
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. 801-31237
- -----------------------------------------------------------------------------------------------------------------------------
Cambiar Investors, Inc. 801-09538
- -----------------------------------------------------------------------------------------------------------------------------
Chicago Asset Management Company 801-20197
- -----------------------------------------------------------------------------------------------------------------------------
Dwight Asset Management Company 801-45304
- -----------------------------------------------------------------------------------------------------------------------------
First Pacific Advisors, Inc. 801-39512
- -----------------------------------------------------------------------------------------------------------------------------
Hanson Investment Management Company 801-14817
- -----------------------------------------------------------------------------------------------------------------------------
Heitman/PRA Securities Advisors, Inc. 801-48252
- -----------------------------------------------------------------------------------------------------------------------------
Jacobs Asset Management, L.P. 801-49790
- -----------------------------------------------------------------------------------------------------------------------------
Murray Johnstone International Ltd. 801-34926
- -----------------------------------------------------------------------------------------------------------------------------
Pacific Financial Research, Inc. 801-54352
- -----------------------------------------------------------------------------------------------------------------------------
Provident Investment Counsel, Inc. 801-47993
- -----------------------------------------------------------------------------------------------------------------------------
Tom Johnson Investment Management, Inc. 801-42549
</TABLE>

<TABLE>
<CAPTION>
Positions and Offices with Pell Rudman Trust Positions and Offices with Pell
Name and Principal Business Address Company, N.A. Rudman & Co., Inc.
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jeffrey S. Thomas Director Chief Financial Officer of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
- -------------------------------------------------------------------------------------------------------------------------------
Edward I. Rudman Director Chairman and President of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
- -------------------------------------------------------------------------------------------------------------------------------
James S. McDonald Director Executive Vice President of
100 Federal Street Pell, Rudman & Co., Inc.
Boston, Massachusetts
- -------------------------------------------------------------------------------------------------------------------------------
Susan W. Hunnewell Director Senior Vice President of Pell,
100 Federal Street Rudman & Co., Inc.
Boston, Massachusetts
</TABLE>

Barrow, Hanley, Mewhinney & Strauss, Inc., Cambiar Investors, Inc., Chicago
Asset Management Company, Dwight Asset Management Company, First Pacific
Advisors, Inc., Hanson Investment Management Company, Heitman/PRA Securities
Advisors, Inc., Jacobs Asset Management, L.P., Murray Johnstone International
Ltd., Pacific Financial Research, Inc., Pell Rudman Trust Company, N.A.,
Provident Investment Counsel, and Tom Johnson Investment Management, Inc., are
affiliates of United Asset Management Corporation ("UAM"), a Delaware
corporation owning firms engaged primarily in institutional investment
management.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) UAM Fund Distributors, Inc. ("UAMFDI") acts as distributor of the
registrant's shares. ACG Capital Corporation ("ACG") also acts as
distributor of the Heitman Real Estate Portfolio Advisor Class Shares.

(b) The information required with respect to each director and officer of
UAMFDI is incorporated by reference to Schedule A of Form BD filed pursuant
to the Securities and Exchange Act of 1934 (SEC File No. 8-41126).

(c) The information required with respect to each Director and officer of ACG
is incorporated by reference to Schedule A of Form BD filed pursuant to the
Securities and Exchange Act of 1934 (SEC File No. 8-47813).

(d) Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Administrator (UAM Fund Services, Inc.,
211 Congress Street, 4th Floor, Boston, MA 02110), Sub-Administrative Agent (SEI
Investments Mutual Funds Services, 530 East Swedesford Road, Wayne, PA 19087-
1658), Sub-Shareholder Servicing Agent (UAM Shareholder Services Center, Inc.,
825 Duportail Road, Wayne, PA 19087), the Registrant's Sub-Transfer Agent (DST
<PAGE>

Systems, Inc., 210 West 10/th/ Street, Kansas City, MO 64105), and the
Registrant's Custodian Bank (The Chase Manhattan Bank 4 Chase MetroTech Center,
Brooklyn, New York, 11245).

ITEM 29. MANAGEMENT SERVICES

Not Applicable.

ITEM 30. UNDERTAKINGS

Not Applicable.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the registrant certifies that it meets all of the requirement for
effectiveness of this registration statement under Rule 485(b) under the
Securities Act and has duly caused this registration statement to be signed on
its behalf by the undersigned, duly authorized, in the City of Boston, and State
of Massachusetts on the 1st day of March, 2000.

UAM FUNDS TRUST

/s/ Gary L. French
----------------------------
Gary L. French
Treasurer

Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons in the capacities indicated on
this 1st day of March, 2000.

*
_______________________________
Norton H. Reamer, Chairman and
President

*
_______________________________
John T. Bennett, Jr., Trustee

*
_______________________________
Nancy J. Dunn, Trustee

*
_______________________________
Philip D. English, Trustee

*
_______________________________
William A. Humenuk, Trustee

*
_______________________________
James P. Pappas, Trustee

*
_______________________________
Peter M. Whitman, Jr., Trustee

/s/ Gary L. French
- -------------------------------
Gary L. French, Treasurer

/s/ Gary L. French
- -------------------------------
* Gary L. French
(Attorney-in-Fact)
<PAGE>

UAM FUNDS TRUST

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

H.3 Mutual Funds Service Agreement

I. Opinion and Consent of Counsel

J. Other Opinions and Consents

<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

. Sub-Fund administration Services

. Sub-Fund Accounting Services

UAM FUNDS TRUST

November 1, 1999
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

Table of Contents
-----------------

<TABLE>
<CAPTION>
Section/Paragraph Page
- ----------------- ----
<S> <C>
1. Appointment....................................................... 1

2. Representations and Warranties.................................... 1

3. Delivery of Documents............................................. 3

4. Services Provided................................................. 4

5. Fees; Expenses; Expense Reimbursement............................. 5

6 Proprietary and Confidential Information.......................... 7

7. Duties, Responsibilities and Limitation of Liability.............. 8

8. Term.............................................................. 9

9. Notices........................................................... 10

10. Assignability..................................................... 11

11. Waiver............................................................ 11

12. Force Majeure..................................................... 12

13. Amendments........................................................ 12

14. Severability...................................................... 12

15. Governing Law..................................................... 12

Signatures............................................................... 13
</TABLE>
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

AGREEMENT made as of November 1, 1999 by and between UAM FUND
SERVICES, INC. ("UAMFSI"), a Delaware corporation, and SEI INVESTMENTS MUTUAL
FUNDS SERVICES ("Service Provider"), a Delaware business trust.

W I T N E S S E T H:

WHEREAS, UAM Funds Trust (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its shares
in several investment portfolios (each a "Portfolio," collectively the
"Portfolios") and classes of such Portfolios (each a "Class, collectively the
"Classes");

WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated October 28,
1998, as amended, (the "Administration Agreement"); and

WHEREAS, UAMFSI wishes to retain Service Provider to provide certain
fund sub-administration and sub-accounting services with respect to the Fund,
and Service Provider is willing to furnish such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. UAMFSI hereby appoints Service Provider to provide
certain fund sub-administration and sub-accounting services for the Fund,
subject to the supervision of UAMFSI and the Board of Trustees of the Fund (the
"Board"), for the period and on the terms set forth in this Agreement. Service
Provider accepts such appointment and agrees to furnish the services herein set
forth in return for the compensation as provided in Paragraph 5, of and Schedule
A, to this Agreement.

2. Representations and Warranties.

(a) Service Provider represents and warrants to UAMFSI that:

1
<PAGE>

(i) Service Provider is a business trust existing under the
laws of the State of Delaware;

(ii) Service Provider is duly qualified to carry on its business
in the Commonwealth of Massachusetts;

(iii) Service Provider is empowered under applicable laws and by
its Declaration of Trust and By-Laws to enter into and perform this Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize Service Provider to enter into and perform this Agreement;

(v) Service Provider has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been instituted
or threatened which would impair Service Provider's ability to perform its
duties and obligations under this Agreement; and

(vii) Service Provider's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of Service Provider or any law or regulation applicable to Service
Provider.

(b) UAMFSI represents and warrants to Service Provider that:

(i) UAMFSI is a corporation existing under the laws of the
State of Delaware;

(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;

(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;

(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been instituted
or threatened which would impair UAMFSI's ability to perform its duties and
obligations under this Agreement; and

2
<PAGE>

(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;

(i) the Fund is a Delaware business trust, duly organized and
existing and in good standing under the laws of the State of Delaware;

(ii) the Fund is an investment company properly registered under
the 1940 Act;

(iii) a registration statement for the Fund under the Securities
Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A has been
filed and will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will have been
made and will be current during the term of this Agreement; and

(iv) that outside counsel to the Fund has represented that the
Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading.

3. Delivery of Documents. UAMFSI will promptly furnish to Service
Provider such copies, properly certified or authenticated, of contracts,
documents and other related information that Service Provider may reasonably
request or require to properly discharge its duties. Such documents may include
but are not limited to the following:

(a) Resolutions of the Fund's Board authorizing the appointment of
UAMFSI to provide certain fund administration and fund accounting services to
the Fund and approving this Agreement;

(b) UAMFSI's Articles of Incorporation and the Fund's Declaration of
Trust;

(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Service Provider on its
behalf;

3
<PAGE>

(e) The Fund's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");

(f) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;

(g) Copies of the Investment Advisory Agreements between the Fund and
its investment advisers (the "Advisory Agreements");

(h) Opinions of counsel and auditors' reports;

(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and

(j) Such other agreements as the Fund may enter into from time to
time which may be relevant to the performance of Service Provider's duties and
obligations under the terms of this Agreement, including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements.

4. Services Provided

(a) Service Provider will provide the following services subject to
the control, direction and supervision of UAMFSI and the Fund's Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Articles of Incorporation and By-Laws; applicable laws
and regulations; and all resolutions and policies implemented by the Board:

(i) Fund Sub-Administration

(ii) Sub-Accounting

A description of each of the above services is contained in Schedules B and C
respectively, to this Agreement.

(b) Service Provider will also:

(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Service
Provider or a corporate affiliate of Service Provider);

4
<PAGE>

(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by Service Provider with the approval of UAMFSI,
and elected by the Board;

(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;

(iv) furnish equipment and other materials, which Service
Provider believes are necessary or desirable for provision of the services
contemplated herein; and

(v) keep records relating to the services provided hereunder in
such form and manner as set forth in Schedules B and C in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Service Provider agrees that all such records prepared or maintained
by Service Provider relating to the services provided hereunder are the property
of UAMFSI and the Fund and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at UAMFSI's and/or the Fund's expense,
and made available in accordance with such Section and rules. Service Provider
further agrees to surrender promptly to UAMFSI or the Fund upon its request and
cease to retain in its records and files those records and documents created and
maintained by Service Provider pursuant to this Agreement, unless otherwise
required by law. Service Provider will provide a copy of such records to UAMFSI,
upon request, in a mutually agreed upon electronic format.

5. Fees; Expenses; Expense Reimbursement.

(a) As compensation for the services rendered to the Fund and UAMFSI
pursuant to this Agreement, UAMFSI shall pay Service Provider monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.

(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Fund's Board.

5
<PAGE>

(c) Service Provider may, in its sole discretion, from time to time
employ or associate with such person or persons as may be appropriate to assist
Service Provider in the performance of this Agreement. Such person or persons
may be officers and employees who are employed or designated as officers by both
Service Provider and the Fund. The compensation of such person or persons for
such employment shall be paid by Service Provider and no obligation will be
incurred by or on behalf of the Fund or UAMFSI in such respect.

(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Fund or itself. UAMFSI shall submit such
requests in writing together with such specifications and requirements
documentation as may be reasonably required by Service Provider. If Service
Provider elects to provide such services or arrange for their provision, it
shall be entitled to reasonable additional fees and expenses at its customary
rates and charges, or such other fees, if any, mutually agreed to by Service
Provider and UAMFSI.

(e) Service Provider will bear all of its own expenses in connection
with the performance of the services under this Agreement except as otherwise
expressly provided herein. UAMFSI agrees to promptly reimburse Service Provider
for any equipment and supplies specially ordered by or for UAMFSI or the Fund
through Service Provider and for any other expenses not contemplated by this
Agreement that Service Provider may incur on the Fund's and/or UAMFSI's behalf
at the Fund's and/or UAMFSI's request or as consented to by the Fund and/or
UAMFSI, provided that Service Provider will notify the Fund and/or UAMFSI of the
approximate amount of such expenses prior to incurring them. Such other
expenses to be incurred in the operation of the Fund and to be borne by the Fund
and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees
and commissions; salaries and fees of officers and directors who are not
officers, directors, shareholders or employees of Service Provider, or the
Fund's investment advisers or distributor; SEC and state Blue Sky registration
and qualification fees, levies, fines and other charges; EDGAR filing fees,
processing services and related fees; advisory and administration fees; charges
and expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; auditing
expenses; expenses of fund counsel and counsel to the independent trustees;
costs of maintenance of corporate existence; expenses of typesetting and
printing of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund (the Fund's distributor to bear the expense of all
other printing, production, and distribution of prospectuses, statements of

6
<PAGE>

additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses; and any
extraordinary expenses and other customary Fund expenses. In addition, Service
Provider may utilize one or more independent pricing services, approved from
time to time by the Fund's Board, to obtain securities prices and to act as
backup to the primary pricing services, in connection with determining the net
asset values of the Fund, and UAMFSI and/or the Fund will reimburse Service
Provider for the Fund's share of the cost of such services based upon the actual
usage, or a pro-rata estimate of the use, of the services for the benefit of the
Fund.

(f) All fees, out-of-pocket expenses, or additional charges of Service
Provider shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.

Service Provider will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days of receipt shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Service Provider) plus two percent per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by UAMFSI to Service Provider.

In the event that UAMFSI is more than sixty (60) days delinquent in
its payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Service Provider. UAMFSI must notify Service Provider in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
disputed. The fees set forth in Schedule A may be changed from time to time
upon agreement of the parties.

6. Proprietary and Confidential Information. Service Provider agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Service Provider's
responsibilities and duties hereunder. Service Provider may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and UAMFSI

7
<PAGE>

and obtaining approval in writing from the Fund and UAMFSI, which approval shall
not be unreasonably withheld and may not be withheld where Service Provider may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by Service
Provider with respect to Internal Revenue Service levies, subpoenas and similar
actions, or with respect to any request by the Fund or UAMFSI.

7. Duties, Responsibilities, and Limitation of Liability.

(a) In the performance of its duties hereunder, Service Provider shall
be obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Service Provider shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Service Provider reasonably believes to be genuine, valid and authorized, and
that Service Provider shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund,
as necessary or appropriate.

(b) Service Provider shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or UAMFSI, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
gross negligence on Service Provider's part in the performance of its duties or
from reckless disregard by Service Provider of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of Service Provider, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with Service Provider's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
Service Provider even though paid by Service Provider. In no event shall
Service Provider be liable to the Fund, UAMFSI or any other party for special,
indirect or consequential loss or damage of any kind whatsoever (including

8
<PAGE>

but not limited to lost profits), even if Service Provider has been advised of
the likelihood of such loss or damage and regardless of the form of action.

(c) Subject to Paragraph 7 (b) above, Service Provider shall not be
responsible for, and UAMFSI shall indemnify and hold Service Provider harmless
from and against, any and all losses, damages, costs, reasonable attorneys' fees
and expenses, payments, expenses and liabilities arising out of or attributable
to:

(i) all actions of Service Provider or its officers or agents
required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Service Provider or its officers or
agents of information, records, or documents which are received by Service
Provider or its officers or agents and furnished to it or them by or on behalf
of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI
and/or the Fund or any third party on behalf of UAMFSI and/or the Fund;

(iii) UAMFSI's refusal or failure to comply with the terms of this
Agreement or UAMFSI's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of UAMFSI
hereunder;

(v) any delays, inaccuracies, errors in or omissions from data
provided to Service Provider by data and pricing services;

(vi) the reliance on or the carrying out by Service Provider or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI;

(vii) the offer or sale of shares by the Fund in violation of any
requirement under the Federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from activities,
actions, or omissions by the Fund or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Fund prior to the effective date of this Agreement;

9
<PAGE>

(viii) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and

(ix) the actions taken by UAMFSI, its investment advisers, and its
distributor in compliance with applicable securities, tax, commodities and other
laws, rules and regulations, or the failure to so comply.

8. Term. This Agreement shall become effective on the date first
hereinabove written and shall continue through October 31, 2002, unless sooner
terminated, as provided herein. Thereafter, unless sooner terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specifically approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This
Agreement may be terminated by UAMFSI on 90 days' prior written notice if
Service Provider fails to meet 90% of the service standards set forth in
Schedule D during any twelve-month period after the inception of this Agreement.
In addition, this Agreement may be terminated: (a) by the mutual written
agreement of the parties; (b) by either party hereto on 90 days' written notice,
as of the end of the Initial Term or the end of any Renewal Term; (c) by either
party hereto on such date as is specified in written notice given by the
terminating party, in the event of a material breach of this Agreement by the
other party, provided the terminating party has notified the other party of such
breach at least 90 days prior to the specified date of termination and the
breaching party has not remedied such breach by the specified date; (d)
effective upon the filing of a petition for bankruptcy or seeking protection
from creditors of either party; or (e) as to any Portfolio or Fund, effective
upon the liquidation of such Portfolio or Fund, as the case may be. For
purposes of this Paragraph 8, the term "liquidation" shall mean a transaction in
which the assets of a Fund or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity. This Agreement
will automatically terminate upon the termination of the Administration
Agreement between UAMFSI and the Fund. Upon termination of this Agreement,
UAMFSI shall pay to Service Provider such compensation and any out-of-pocket or
other reimbursable expenses which may become due or payable under the terms
hereof as of the date of termination or after the date that the provision of
services ceases, whichever is later.

10
<PAGE>

9. Notices. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):

If to UAMFSI:

UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, MA 02110
Attention: Gary L. French, President
Fax: (617) 542-7440

If to Service Provider:

SEI Investment Mutual Funds Services
1 Freedom Valley Drive
Oaks, Pennsylvania 19456
Attn: General Counsel
Fax: (610) 676-1040

Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.

10. Assignability. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party;
provided, however, that Service Provider may in its own discretion and without
limitation or prior consent of the Fund or UAMFSI, whenever and on such terms
and conditions as Service Provider deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of Service Provider; provided, further, that any such
subcontract, agreement or understanding shall not discharge Service Provider or
its affiliates or subsidiaries, as the case may be, from its obligations
hereunder. Similarly, Service Provider or its affiliated subcontractor,
designee, or assignee may at its discretion, without notice to the Fund or
UAMFSI, enter into such subcontracts, agreements and understandings, whenever
and on such terms and conditions as Service Provider or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Service Provider, or its subcontractor, designee, or assignee, as the case may
be, from Service Provider's obligations hereunder. Service Provider or its
affiliated

11
<PAGE>

subcontractor, designee, or assignee shall, however, be discharged from Service
Provider's obligations hereunder, if UAMFSI, the Fund or its sponsor, investment
advisers or distributor require Service Provider or its affiliated
subcontractor, designee, or assignee to enter into any subcontract, agreement or
understanding to perform services hereunder with any non-affiliated third party;
and UAMFSI shall indemnify and hold harmless Service Provider and its affiliated
subcontractor, designee, or assignee from and against, any and all losses,
damages, costs, reasonable attorneys' fees and expenses, payments, expenses and
liabilities arising out of or attributable to such subcontract, agreement or
understanding.

11. Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

12. Force Majeure. Service Provider shall not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control, including without limitation, acts of God, earthquakes,
fires, floods, wars, acts of civil or military authorities, or governmental
actions, nor shall any such failure or delay give the Fund the right to
terminate this Agreement.

13. Amendments. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. The addition of new portfolios or
new classes of portfolios to the Fund will be deemed self-executing amendments
to this Agreement requiring no further action, subject to the approval of
Service Provider. Such self-executing amendments will be subject to the terms
and conditions of this Agreement, and may in no other way alter the terms and
conditions contained herein, unless done so by mutual written agreement between
the parties.

14. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.

12
<PAGE>

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF MASSACHUSETTS (EXCLUDING ITS CHOICE OF LAW PROVISIONS),
INCLUDING THE DETERMINATION OF WHEN AN "ASSIGNMENT" HAS OCCURRED.

13
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.

UAM FUND SERVICES, INC.

Attest: /s/ Michael E. DeFao, Esq. By: /s/ Gary L. French

Name: Michael E. DeFao, Esq. Name: Gary L. French

Vice President and General Counsel Title: President

SEI INVESTMENTS MUTUAL FUNDS
SERVICES

Attest: /s/ Laurie Brooks By: /s/ James Foggo

Name: Laurie Brooks Name: James Foggo

Title: Vice President

14
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE A
FEES AND EXPENSES

UAMFSI shall pay the Service Provider as compensation for the services performed
and the facilities and personnel provided by the Service Provider pursuant to
this Agreement, the following fee:

(a) with respect to the combined value of the average daily net assets of the
Portfolios of UAM Funds, Inc., UAM Funds, Inc. II and UAM Funds Trust (the
"Combined Assets"):

(i) 0.03% (3 basis points) of the Combined Assets with respect to those
assets that are less than or equal to $4 Billion (Four Billion U.S.
Dollars); plus
----

(ii) 0.025% (2.5 basis points) of the Combined Assets with respect to
those assets that are greater than $4 Billion (Four Billion Dollars)
but less than or equal to $8 Billion (Eight Billion Dollars); plus
----
(iii) 0.02% (2 basis points) of the Combined Assets with respect to those
assets that are in excess of $8 Billion (Eight Billion Dollars) and

(b) with respect to each Portfolio, $35,000 (Thirty-five thousand dollars) of
the average daily net assets of such Portfolio; and

(c) with respect to each class of shares other than the first class of shares
of each Portfolio, $5,000 per annum (Five thousand dollars).

All fees are computed daily and paid monthly.

A-1
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE B
GENERAL DESCRIPTION OF FUND SUB-ADMINISTRATION SERVICES

I. Financial and Tax Reporting

A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements and distribution
summaries.

B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.

C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.

D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code") regarding
minimum distribution requirements.

E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).

F. Prepare and file Fund's Form N-SAR with the SEC.

G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.

H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's during the prior fiscal year were exempt-interest
dividends under Section 852 (b)(5)(A) of the Code.

I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).

J. Prepare and file California State Expense Limitation Report, if
applicable.

K. Provide financial information for Fund proxies and prospectuses
(Expense Table).

II. Portfolio Compliance

B-1
<PAGE>

A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information, although primary responsibility for such compliance shall
remain with the Fund's investment adviser or investment manager.

B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income, 30% Income - Short Three, Diversification Tests)
although primary responsibility for such compliance shall remain with
the Fund's investment adviser or investment manager.

C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.

D. Prepare and update compliance manuals and procedures.

E. Mail, collect and review on a quarterly basis compliance checklists
for each Portfolio.

III. General Administration

A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.

B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Fund's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, directors' fees, etc.).

C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and
monitor against actual disbursements.

D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.

E. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.

F. Prepare such reports, applications and documents (including reports
regarding the sale and redemption of Fund's shares as may be required
in order to comply with Federal and state securities law) may be
necessary or desirable to register the Fund's shares with state
securities authorities, monitor the sale of the shares of the Funds
for compliance with state securities laws, and file with the
appropriate state securities authorities the registration statements
and reports for the Fund and the Fund's shares and all amendments
thereto, as may be necessary or convenient to

B-2
<PAGE>

register and keep effective the Fund and the Fund's shares with state
securities authorities to enable the Fund to make a continuous offering
of its shares.

B-3
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE C
GENERAL DESCRIPTION OF FUND SUB-ACCOUNTING SERVICES

I. General Description

Service Provider shall provide the following accounting services to the
Fund:

A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;

B. Calculation of each Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund and/or UAMFSI;

C. Accounting for dividends and interest received and distributions made
by the Fund;

D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may reasonably
request;

E. Liaison with the Fund's independent auditors; and

F. A listing of reports that will be available to UAMFSI and the Fund is
included below.

II. Domestic Fund Accounting Daily Reports

A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report

C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change

C-1
<PAGE>

4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report

D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report

E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal

III. International Fund Accounting Daily Reports

A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report by Sector
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal

C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report

D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report

E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax

C-2
<PAGE>

7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax

F. Other Reports
1. Exchange Rate Report

IV. Monthly Fund Accounting Reports

A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report

B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report

C-3
<PAGE>

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE D
SERVICE QUALITY STANDARDS

UAMFSI and SEI Investments Mutual Funds Services agree that the attached listing
of service quality standards constitute Schedule D of the Mutual Funds Service
Agreement dated November 1, 1999.

D-1
<PAGE>

UAM FUNDS
SERVICE QUALITY STANDARDS

CLIENT RELATIONSHIP MANAGER SERVICE QUALITY STANDARDS
-----------------------------------------------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
(100%)
Deliver quality service standards reporting/monthly 15/th/ of the month
reporting

Deliver monthly calendar of events 2 days before month end

Coordinate weekly operations meeting Every week

Deliver minutes to participants on the weekly meeting 2 days after weekly

Coordinate and track project plan of all open 2 days after weekly
items/issues meetings

Address any issues/problems followed up in writing if 3 days after issue
agreed
</TABLE>

S-1
<PAGE>

SUB-ACCOUNTING SERVICE QUALITY STANDARDS
----------------------------------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
Pricing Accuracy* 99%

Reporting NAV to NASDAQ 98%

Reporting NAV to the Transfer Agent (DST) 98%

Cash Availability reported to Adviser by 12:30 p.m. 98%
(or 30 minutes past prospectus cut-off time for
money market funds)

Trades recorded on T+1 (cut-off time 2:00 p.m.) 98%
(dependent on Adviser delivery)

Collection of Past Due items (USA only) 30 Days 99%

Weekly custody reconciliation 100%

Monthly cost proof reconciliation 100%

Accuracy of mil rate/dividend rate 98%

Notification of stale prices to Adviser/FSI After 7 days 100%
(5 business - 7
calendar)

</TABLE>

* "Pricing" refers to a price that is published or sent to an Adviser.

S-2
<PAGE>

SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
--------------------------------------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
ADMINISTRATION

Compliance warnings/fails memos
Daily reviews T+4 98%
Monthly/Quarterly reviews 4/th/ business day 100%

Adviser Compliance Checklists
Mailed to Advisers Cal Qtr. End 100%
Contact Advisers of non receipt 16/th/ of following 100%
month
Report issues/status to FSI 20/th/ of the 100%
following month

Survey Reporting completed and delivered on required 98%
due dates: ICI, Morning Star, Lipper and Value Line

Monthly Financial statements mailed to Clients 3/rd/ business day 100%
Portfolio Acquisition Report
Portfolio Holdings Report

Basic Financial Statements mailed to clients By following month 90%
end
Assets and Liabilities
Statement Change of Net Assets
Statement of Operations

Monthly expense cap analysis spreadsheet 8th business day 100%

Payment of Adviser and Administrative Fees 8/th/ business day 100%

TAX AND FINANCIAL REPORTING

Tax returns (1120 RICs) will be prepared 8 1/2 months after year 100%
end

Annual Financial statements will be mailed to 60/th/ day after year 100%
shareholders end
</TABLE>

S-3
<PAGE>

SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
--------------------------------------------

<TABLE>
<CAPTION>
Goal Standard
---- --------
<S> <C> <C>
Semi-Annual Financial statements will be 60/th/ day after semi 100%
mailed to shareholders annual period

N-SAR will be filed with the SEC 60th day after year 100%
end

N-SAR will be filed with the SEC 60th day after 100%
semi-annual period

BLUE SKY

Written warnings if sales reach 80% of amount 2 days after 100%
registered reaching threshold

Over sales in a state
Notification 1 day after over sale 100%
State Filing 1 week after over 100%
sale

Renewals with states 2 weeks prior to 100%
expiration

New filings 3 weeks after FSI 100%
authorization

Notice filing with states 1 week after filing 100%
with SEC

Document requests from states 3 days after request 100%
</TABLE>

* Except for annual and semi-annual (one extra day)

S-4

<PAGE>

Drinker Biddle & Reath LLP
One Logan Square
18/th/ and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(215) 988-2757 (Fax)

February 22, 2000

UAM Funds Trust
211 Congress Street
Fourth Floor
Boston, MA 02110

Re: UAM Funds Trust - Shares of Beneficial Interest
-----------------------------------------------

Ladies and Gentlemen:

We have acted as counsel for UAM Funds Trust, a Delaware business
trust, ("UAM") in connection with the registration by UAM of shares of
beneficial interest without par value of its Dwight IRA Capital Preservation
Portfolio (the "Portfolio"). The Agreement and Declaration of Trust of UAM
authorizes the issuance of an unlimited number of shares of beneficial interest,
which are divided into multiple series and classes (each a "Class" and
collectively "Classes"). The shares of beneficial interest designated into each
such series are referred to herein as the "Shares." You have asked for our
opinion on certain matters relating to the Shares of the Portfolio.

We have reviewed UAM's Agreement and Declaration of Trust and By-laws,
resolutions of UAM's Board of Trustees ("Board"), certificates of public
officials and of UAM's officers and such other legal and factual matters as we
have deemed appropriate. We have also reviewed UAM's Registration Statement on
Form N-1A under the Securities Act of 1933 (the "Registration Statement"), as
amended through Post-Effective Amendment No. 41 thereto.

This opinion is based exclusively on the Delaware Business Trust Act
and the federal law of the United States of America.

We have assumed the following for purposes of this opinion:

1. The shares of beneficial interest have been issued in accordance
with the Agreement and Declaration of Trust and By-laws of UAM
and resolutions of UAM's Board relating to the creation,
authorization and issuance of the Shares.

2. Prior to the issuance of any future Shares, the Board (a) will
duly authorize the issuance of such future Shares, (b) will
determine with respect to each
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class of such future Shares the preferences, limitations and
relative rights applicable thereto and (c) if such future Shares
are classified into separate series, will duly take the action
necessary to create such series and to determine the relative
designations, preferences, limitations and rights thereof.

3. With respect to the future Shares, there will be compliance with
the terms, conditions and restrictions applicable to the issuance
of such shares that are set forth in (i) UAM's Agreement and
Declaration of Trust and By-laws, each as amended as of the date
of such issuance, and (ii) the applicable future series
designations.

4. The Board will not change the preferences, limitations or
relative rights of any class or series of Shares after any shares
of such class or series have been issued.

Based upon the foregoing, we are of the opinion that the Shares of the
Portfolio will be, when issued in accordance with, and sold for the
consideration described in the Registration Statement, validly issued, fully
paid and non-assessable by UAM, and that the holders of the Portfolio's Shares
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the general
corporation law of the State of Delaware (except that we express no opinion as
to such holders who are also trustees of UAM).

We consent to the filing of this opinion with Post-Effective Amendment
No. 41 to the Registration Statement to be filed by UAM with the Securities and
Exchange Commission.

Very truly yours,

/s/ DRINKER BIDDLE & REATH LLP

DRINKER BIDDLE & REATH LLP

-2-

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CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 41 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated December 17, 1999, relating to the financial
statements and financial highlights which appears in the October 31, 1999 Annual
Report to Shareholders of Dwight Capital Preservation Portfolio, which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights", "Independent
Accountants" and "Financial Statements" in such Registration Statement.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 23, 2000