<PAGE>
UAM Funds
Funds for the Informed Investor(SM)
C & B Equity Portfolio
for Taxable Investors
Annual Report October 31, 2000
[LOGO OF UAM]
<PAGE>
UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
October 31, 2000
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TABLE OF CONTENTS
--------------------------------------------------------------------------------
Shareholders' Letter ...................................................... 1
Portfolio of Investments .................................................. 4
Statement of Assets and Liabilities ....................................... 7
Statement of Operations ................................................... 8
Statement of Changes in Net Assets ........................................ 9
Financial Highlights ...................................................... 10
Notes to Financial Statements ............................................. 11
Report of Independent Accountants ......................................... 15
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<PAGE>
UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
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November 10, 2000
Dear Shareholder:
The following report provides a detailed description of the securities held and
statement of operations for the C & B Equity Portfolio for Taxable Investors for
the twelve-month period ended October 31, 2000.
For this period, the C & B Taxable Equity Investors outperformed its benchmark
index, the S&P 500. Over this period, the C & B Equity Portfolio for Taxable
Investors returned 20.32% versus the S&P 500 being up 6.09%. Given Cooke &
Bieler's "high quality, low risk" approach, these results are consistent with
the expectations of the Cooke & Bieler style outperforming in a "flat" market.
As of October 31, 2000, common stocks represented 95% of the portfolio, with
cash reserves being 5%.
The period ended October 31, 2000 was attractive for Cooke & Bieler's "relative
value" style since the S&P 500 Index's performance was negatively impacted by
the technology sector. Cooke & Bieler has been cautious with technology stocks
due to the high risk, extended valuations in this category.
Cooke & Bieler continues to employ an investment process that we believe is
designed to produce above average, after tax, long-term results, with
particularly strong relative results in flat and down markets. The strong
fundamental characteristics of companies held in the C & B Equity Portfolio for
Taxable Investors should help to provide this downside protection. These high
quality characteristics, as compared to the S&P 500, include (1) balance sheet
strength measured by a relatively low debt to capital ratio, (2) high levels of
return on equity and return on capital, (3) consistent growth in earnings and
dividends, and (4) use of excess cash flow to repurchase stock.
Sincerely,
/s/ SAMUEL H. BALLAM, III
Samuel H. Ballam, III
1
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
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All performance presented in this report is historical and should not be
construed as a guarantee of future results. The investment return and principal
value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost. A portfolio's
performance assumes the reinvestment of all dividends and capital gains.
There are no assurances that a portfolio will meet its stated objectives.
A portfolio's holdings and allocations are subject to change because it is
actively managed and should not be considered recommendations to buy individual
securities.
Definition of the Comparative Index
-----------------------------------
S&P 500 Index is an unmanaged index comprised of stocks representing major U.S.
market industries, including 400 industrial stocks, 40 financial stocks, 40
utility stocks and 20 transportation stocks.
Index returns assume reinvestment of dividends and, unlike a portfolio's
returns, do not reflect any fees or expenses. If such fees and expenses were
included in the index returns, the performance would have been lower.
Please note that one cannot invest directly in an unmanaged index.
2
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
Growth of a $10,000 Investment
-------------------------------------
AVERAGE ANNUAL TOTAL RETURN*
FOR PERIOD ENDED OCTOBER 31, 2000
-------------------------------------
1 Since
Year 2/12/97*
-------------------------------------
20.32% 13.42%
-------------------------------------
[GRAPH]
C&B S&P
Feb-97 10,000 10,000
Oct-97 11,554 11,792
Oct-98 12,496 14,386
Oct-99 13,276 18,079
Oct-00 15,972 19,180
* Beginning of operations. Index comparisons begin on 1/31/97.
** If the adviser and/or portfolio service providers had not limited certain
expenses, the portfolio's total return would have been lower.
All performance presented in this report is historical and should not be
construed as a guarantee of future results. The investment return and principal
value of an investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.
A portfolio's performance assumes the reinvestment of all dividends and capital
gains.
Index returns assume reinvestment of dividends and, unlike a portfolio's
returns, do not reflect any fees or expenses. If such fees and expenses were
included in the index returns, the performance would have been lower.
Please note that one cannot invest directly in an unmanaged index.
See definition of comparative index on page 2.
3
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
OCTOBER 31, 2000
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 95.3%
Shares Value
-------- -----------
AUTOMOTIVE -- 2.3%
Snap-On ........................................ 2,000 $ 51,125
-----------
BEAUTY PRODUCTS -- 5.0%
Avon Products .................................. 2,300 111,550
-----------
BUILDING & CONSTRUCTION -- 2.9%
Sherwin-Williams ............................... 3,000 65,062
-----------
COMMUNICATIONS EQUIPMENT -- 1.0%
Motorola ....................................... 900 22,444
-----------
COMPUTERS & SERVICES -- 2.6%
International Business Machines ................ 600 59,100
-----------
CONSUMER NON-DURABLES -- 6.0%
Energizer Holdings* ............................ 833 16,452
Nike, Cl B ..................................... 3,000 119,812
-----------
136,264
-----------
ENERGY -- 11.8%
Enron .......................................... 500 41,031
Exxon Mobil .................................... 1,200 107,025
Royal Dutch Petroleum ADR ...................... 2,000 118,750
-----------
266,806
-----------
FINANCIAL SERVICES -- 4.8%
MBIA ........................................... 1,500 109,031
-----------
FOOD, BEVERAGE & TOBACCO -- 8.7%
Anheuser-Busch ................................. 1,800 82,350
Ralston Purina Group ........................... 2,500 60,625
Whitman ........................................ 4,000 52,000
-----------
194,975
-----------
The accompanying notes are an integral part of the financial statements.
4
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
OCTOBER 31, 2000
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
COMMON STOCKS - 95.3%
Shares Value
-------- -----------
INSURANCE -- 7.9%
AON ............................................ 2,700 $ 111,881
Marsh & McLennan ............................... 500 65,375
-----------
177,256
-----------
MACHINERY -- 4.1%
Dover .......................................... 2,200 93,362
-----------
MEDICAL PRODUCTS -- 7.1%
Becton Dickinson ............................... 3,000 100,500
Dentsply International ......................... 1,700 58,969
-----------
159,469
-----------
MULTI-INDUSTRY -- 2.7%
National Service Industries .................... 3,000 61,313
-----------
OFFICE EQUIPMENT -- 2.0%
Pitney Bowes ................................... 1,500 44,531
-----------
OFFICE FURNITURE & FIXTURES -- 3.1%
Steelcase, Cl A ................................ 4,000 70,500
-----------
-- 12.9%
Abbott Laboratories ............................ 1,400 73,938
Bristol-Myers Squibb ........................... 1,200 73,125
Merck .......................................... 1,600 143,900
-----------
290,963
-----------
RESTAURANTS -- 3.4%
Wendy's International .......................... 3,500 76,125
-----------
SERVICES -- 7.0%
SYSCO .......................................... 3,000 156,563
-----------
TOTAL COMMON STOCKS
(Cost $1,697,034) ........................... 2,146,439
-----------
The accompanying notes are an integral part of the financial statements.
5
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
OCTOBER 31, 2000
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENT - 5.2%
<TABLE>
<CAPTION>
Face
Amount Value
-------- ----------
<S> <C> <C>
REPURCHASE AGREEMENT -- 5.2%
Chase Securities, Inc. 6.35%, dated 10/31/00,
due 11/01/00 to be repurchased at $118,021,
collateralized by $88,385 of various
U.S. Treasury Obligations valued at
$118,002 (Cost $118,000) ..................... $ 118,000 $ 118,000
----------
TOTAL INVESTMENTS -- 100.5% (Cost $1,815,034) (a) 2,264,439
-----------
OTHER ASSETS AND LIABILITIES, NET -- (0.5%) ..... (11,434)
-----------
TOTAL NET ASSETS -- 100.0% ...................... $2,253,005
==========
</TABLE>
* Non-Income Producing Security
ADR American Depositary Receipt
Cl Class
(a) The cost for federal income tax purposes was $1,815,034. At October 31,
2000, net unrealized appreciation for all securities based on tax cost was
$449,405. This consisted of aggregate gross unrealized appreciation for all
securities of $581,833, and gross unrealized depreciation for all securities
of $132,428.
The accompanying notes are an integral part of the financial statements.
6
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
OCTOBER 31, 2000
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Assets
Investments, at Cost ............................................ $1,815,034
==========
Investments, at Value -- Note A ................................. $2,264,439
Cash ............................................................ 89
Receivable due from Investment Adviser -- Note B ................ 6,855
Dividends and Interest Receivable ............................... 2,820
Other Assets .................................................... 6,626
----------
Total Assets ................................................. 2,280,829
----------
Liabilities
Payable for Administrative Fees -- Note C ....................... 7,549
Payable for Directors' Fees -- Note F ........................... 850
Payable for Custodian Fees -- Note D ............................ 500
Other Liabilities ............................................... 18,925
----------
Total Liabilities ............................................ 27,824
----------
Net Assets ...................................................... $2,253,005
==========
Net Assets Consist of:
Paid in Capital ................................................. 1,597,369
Undistributed Net Investment Income ............................. 2,147
Accumulated Net Realized Gain ................................... 204,084
Unrealized Appreciation ......................................... 449,405
----------
Net Assets ...................................................... $2,253,005
==========
Institutional Class Shares
Shares Issued and Outstanding ($0.001 par value)
(Authorized 25,000,000) ..................................... 146,931
Net Asset Value, Offering and Redemption Price Per Share ........ $ 15.33
==========
The accompanying notes are an integral part of the financial statements.
7
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
FOR THE YEAR ENDED OCTOBER 31, 2000
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Investment Income
Dividends ....................................................... $ 47,041
Interest ........................................................ 4,147
Less: Foreign Tax Withholding ................................... (414)
---------
Total Income ................................................. 50,774
---------
Expenses
Administrative Fees -- Note C ................................... 77,340
Printing Fees ................................................... 15,688
Investment Advisory Fees -- Note B .............................. 16,158
Audit Fees ...................................................... 13,175
Registration and Filing Fees .................................... 11,249
Directors' Fees -- Note F ....................................... 3,059
Custodian Fees -- Note D ........................................ 729
Legal ........................................................... 214
Other Expenses .................................................. 5,027
Investment Advisory Fees Waived -- Note B ....................... (16,158)
Expenses Assumed by the Investment Adviser -- Note B ............ (100,595)
---------
Net Expenses Before Expense Offset ........................... 25,886
Expense Offset -- Note A ........................................ (31)
---------
Net Expenses After Expense Offset ............................ 25,855
---------
Net Investment Income ........................................... 24,919
---------
Net Realized Gain on Investments ................................ 429,369
Net Change in Unrealized Appreciation
(Depreciation) on Investments ................................. (10,423)
---------
Net Gain on Investments ......................................... 418,946
---------
Net Increase in Net Assets Resulting from Operations ............ $ 443,865
=========
The accompanying notes are an integral part of the financial statements.
8
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income ............................... $ 24,919 $ 36,335
Net Realized Gain (Loss) ............................ 429,369 (87,346)
Net Change in Unrealized Appreciation (Depreciation) (10,423) 261,738
----------- -----------
Net Increase in Net Assets Resulting from Operations 443,865 210,727
----------- -----------
Distributions:
Net Investment Income ............................... (24,971) (35,275)
----------- -----------
Capital Share Transactions: (1)
Issued .............................................. 2,000 362,950
In Lieu of Cash Distributions ....................... 9,859 20,328
Redemption Fees ..................................... 1,250 --
Redeemed ............................................ (1,812,850) (417,203)
----------- -----------
Net Decrease from Capital Share Transactions ........ (1,799,741) (33,925)
----------- -----------
Total Increase (Decrease) ..................... (1,380,847) 141,527
Net Assets:
Beginning of Period ................................. 3,633,852 3,492,325
----------- -----------
End of Period (including undistributed net investment
income of $2,147 and $2,199, respectively) ........ $ 2,253,005 $ 3,633,852
=========== ===========
(1) Shares Issued and Redeemed:
Shares Issued ....................................... 142 27,466
In Lieu of Cash Distributions ....................... 729 1,562
Shares Redeemed ..................................... (136,282) (32,167)
----------- -----------
Net Decrease in Shares Outstanding .................. (135,411) (3,139)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Selected Per Share Data & Ratios
For a Share Outstanding Throughout Each Period
February 12,
Year Ended Year Ended Year Ended 1997*** to
October 31, October 31, October 31, October 31,
2000 1999 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period ........................ $ 12.87 $ 12.23 $ 11.45 $ 10.00
--------- --------- --------- --------
Income from Investment Operations:
Net Investment Income ...................... 0.15 0.12 0.14 0.11
Net Realized and
Unrealized Gain .......................... 2.45 0.64 0.79@ 1.44
--------- --------- --------- --------
Total from Investment Operations ........... 2.60 0.76 0.93 1.55
--------- --------- --------- --------
Distributions:
Net Investment Income ...................... (0.14) (0.12) (0.15) (0.10)
--------- --------- --------- --------
Net Asset Value, End of Period ................ $ 15.33 $ 12.87 $ 12.23 $ 11.45
========= ========= ========= ========
Total Return+ ................................. 20.32% 6.23% 8.16% 15.54%**
========= ========= ========= ========
Ratios and Supplemental Data
Net Assets, End of Period (Thousands) ......... $ 2,253 $ 3,634 $ 3,492 $ 993
Ratio of Expenses to Average Net Assets ....... 1.00% 1.00% 1.01% 1.00%*
Ratio of Net Investment
Income to Average Net Assets ............... 0.96% 0.96% 1.24% 1.57%*
Portfolio Turnover Rate ....................... 9% 20% 49% 3%
</TABLE>
* Annualized
** Not annualized
*** Commencement of Operations
+ Total Return would have been lower had certain fees not been waived and
expenses assumed by the Adviser during the periods indicated.
@ The amount shown for the year ended October 31, 1998 for a share outstanding
throughout the year does not agree with the amount of aggregate net losses
on investments for the year because of the timing of sales and repurchases
of the Portfolio shares in relation to fluctuating market value of the
investments in the Portfolio.
The accompanying notes are an integral part of the financial statements.
10
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
UAM Funds, Inc., UAM Funds, Inc. II and UAM Funds Trust (collectively the
"UAM Funds") are registered under the Investment Company Act of 1940, as
amended. The C & B Equity Portfolio for Taxable Investors (the "Portfolio"), a
portfolio of UAM Funds, Inc., is a diversified, open-end management investment
company. At October 31, 2000, the UAM Funds were comprised of 49 active
portfolios. The information presented in the financial statements pertains only
to the Portfolio. The objective of the Portfolio is to provide maximum long-
term, after tax total return consistent with minimizing risk to principal.
A. Significant Accounting Policies: The following significant accounting
policies are in conformity with accounting principles generally accepted in the
United States of America. Such policies are consistently followed by the
Portfolio in the preparation of its financial statements. Accounting principles
generally accepted in the United States of America may require Management to
make estimates and assumptions that affect the reported amounts and disclosures
in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: Investments for which market quotations are
readily available are stated at market value, which is determined using the
last reported sale price from the exchange where the security is primarily
traded. If no sales are reported, as in the case of some securities traded
over-the-counter, the market value is determined by using the last reported
bid price. Short-term investments with maturities of sixty days or less at
time of purchase are valued at amortized cost, if it approximates market
value. The value of other assets and securities for which no quotations are
readily available is determined in good faith at fair value following
procedures approved by the Board of Directors.
2. Federal Income Taxes: It is the Portfolio's intention to qualify as
a regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provision
for Federal income taxes is required in the financial statements.
3. Repurchase Agreements: In connection with transactions involving
repurchase agreements, the Portfolio's custodian bank takes possession of
the underlying securities ("collateral"), the value of which exceeds the
principal amount of the repurchase transaction, including accrued interest.
To the extent that any repurchase transaction exceeds one business day, the
value of the collateral is monitored on a daily basis to determine the
adequacy of the collateral. In the event of default on the obligation to
repurchase, the Portfolio has the right to liquidate the collateral and
apply the proceeds in satisfaction of the
11
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
obligation. In the event of default or bankruptcy by the counterparty to
the agreement, realization and/or retention of the collateral or proceeds
may be subject to legal proceedings.
Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the UAM Funds may transfer their daily uninvested cash balances
into a joint trading account which invests in one or more repurchase
agreement. This joint repurchase agreement is covered by the same
collateral requirements as discussed above.
4. Distributions to Shareholders: The Portfolio will distribute
substantially all of its net investment income quarterly. Any realized net
capital gains will be distributed annually. All distributions are recorded
on ex-dividend date.
The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations,
which may differ from accounting principles generally accepted in the
United States of America. These differences are primarily due to differing
book and tax treatments in the timing of the recognition of gains or losses
on investments.
Permanent book and tax basis differences relating to shareholder
distributions may result in reclassifications to undistributed net
investment income (loss), accumulated gain (loss) and paid in capital.
Permanent book-tax differences, if any, are not included in ending
undistributed net investment income (loss) for the purpose of calculating
net investment income (loss) per share in the financial highlights.
5. Other: Security transactions are accounted for on trade date, the
date the trade is executed. Costs used in determining realized gains and
losses on the sale of investment securities are based on the specific
identification method. Dividend income is recorded on the ex-dividend date.
Interest income is recognized on the accrual basis. Most expenses of the
UAM Funds can be directly attributed to a particular portfolio. Expenses
that cannot be directly attributed are apportioned among the portfolios of
the UAM Funds based on their relative net assets. Custodian fees for the
Portfolio are shown gross of expense offsets, if any, for custodian balance
credits.
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
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B. Investment Advisory Services: Under the terms of an investment advisory
agreement, Cooke & Bieler, Inc. (the "Adviser"), a subsidiary of United Asset
Management Corporation ("UAM"), provides investment advisory services to the
Portfolio at a fee calculated at an annual rate of 0.625% of average daily net
assets. The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses, if necessary, in order to keep the Portfolio's
total annual operating expenses, after the effect of expense offset
arrangements, from exceeding 1.00% of average daily net assets. Old Mutual, Plc.
gained control of United Asset Management on September 26, 2000.
C. Administrative Services: UAM Fund Services, Inc. (the "Administrator"),
a wholly-owned subsidiary of UAM, provides and oversees administrative, fund
accounting, dividend disbursing, shareholder servicing and transfer agent
services to the Portfolio under a Fund Administration Agreement (the
"Agreement"). The Administrator has entered into separate Service Agreements
with SEI Investments Mutual Funds Services ("SEI"), a wholly-owned subsidiary of
SEI Investments Company, DST Systems, Inc. ("DST"), and UAM Shareholder Service
Center ("UAMSSC"), an affiliate of UAM, to assist in providing certain services
to the Portfolio.
Pursuant to the Agreement, the Portfolio pays the Administrator 0.073% per
annum of the average daily net assets of the Portfolio, an annual base fee of no
more than $72,500 and a fee based on the number of active shareholder accounts.
For the year ended October 31, 2000, the Administrator was paid $77,340, of
which $36,086 was paid to SEI for their services, $14,723 to DST for their
services, and $8,794 to UAMSSC for their services.
D. Custodian: The Chase Manhattan Bank is custodian for the Portfolio's
assets held in accordance with the custodian agreement.
E. Distribution Services: UAM Fund Distributors, Inc. (the "Distributor"),
a wholly-owned subsidiary of UAM, distributes the shares of the Portfolio. The
Distributor does not receive any fee or other compensation with respect to the
Portfolio.
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
F. Directors' Fees: Each Director, who is not an officer or affiliated
person, receives $3,000 per meeting attended plus reimbursement of expenses
incurred in attending Board meetings, which is allocated proportionally among
the active portfolios of UAM Funds, plus a quarterly retainer of $200 for each
active portfolio of the UAM Funds.
G. Purchases and Sales: For the year ended October 31, 2000, the Portfolio
made purchases of $240,817 and sales of $2,048,006 of investment securities
other than long-term U.S. Government and short-term securities. There were no
purchases or sales of long-term U.S. Government securities.
H. Line of Credit: The Portfolio, along with certain other portfolios of
UAM Funds, collectively entered into an agreement which enables them to
participate in a $100 million unsecured line of credit with several banks.
Borrowings will be made solely to temporarily finance the repurchase of capital
shares. Interest is charged to each participating portfolio based on its
borrowings at a rate per annum equal to the Federal Funds rate plus 0.50%. In
addition, a commitment fee of 0.09% per annum, payable at the end of each
calendar quarter, is accrued by each participating portfolio based on its
average daily unused portion of the line of credit. During the year ended
October 31, 2000, the Portfolio had no borrowings under the agreement.
I. Other: At October 31, 2000, 76% of total shares outstanding were held by
3 record shareholders each owning 10% or greater of the aggregate total shares
outstanding.
The Portfolio retains a redemption fee of 1.00% on redemptions of capital
shares held for less than 1 year in the Portfolio. For the year ended October
31, 2000, there were $1,250 in redemption fees retained.
14
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
UAM Funds, Inc. and Shareholders of
C & B Equity Portfolio for Taxable Investors
In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the C & B Equity Portfolio for
Taxable Investors (the "Portfolio"), a portfolio of UAM Funds, Inc., at October
31, 2000, and the results of its operations, the changes in its net assets and
the financial highlights for the periods indicated, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Portfolio's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at October 31, 2000 by
correspondence with the custodian, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
December 15, 2000
15
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UAM FUNDS C & B MIDCAP EQUITY PORTFOLIO
OCTOBER 31, 1999
--------------------------------------------------------------------------------
Federal Income Tax Information (Unaudited)
For the year ended October 31, 2000 the percentage of dividends paid that
qualify for the 70% dividend received deduction for corporate shareholders is
100%.
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UAM FUNDS C & B EQUITY PORTFOLIO
FOR TAXABLE INVESTORS
--------------------------------------------------------------------------------
Officers and Directors
James F. Orr, III William H. Park
Director, President and Chairman Vice President
John T. Bennett, Jr. Gary L. French
Director Treasurer
Nancy J. Dunn Robert J. Della Croce
Director Assistant Treasurer
Philip D. English Linda T. Gibson, Esq.
Director Secretary
William A. Humenuk Martin J. Wolin, Esq.
Director Assistant Secretary
James P. Pappas Theresa DelVecchio
Vice President Assistant Secretary
--------------------------------------------------------------------------------
UAM Funds
P.O. Box 219081
Kansas City, MO 64121
(toll free)
1-877-UAM-LINK (826-5465)
www.uam.com
Investment Adviser
Cooke &Bieler, Inc.
1700 Market Street
Philadelphia, PA 19103
Distributor
UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110
----------------------------------------
This report has been prepared for
shareholders and may be distributed
to others only if preceded or
accompanied by a current prospectus.
----------------------------------------
<PAGE>
[LOGO OF UAM FUNDS]
Supplement dated October 27, 2000, to the Annual Report of the Financials for
the C&B Equity for Taxable Investors Portfolio.
The Annual Report is hereby supplemented to reflect the following:
On November 27, 2000, there was a Special Meeting of Shareholders of the
Fund, at which the shareholders of the Portfolio voted on the listed
proposals. The following were the results of the vote:
<TABLE>
<CAPTION>
For: Against: Abstain:
---------- -------- --------
<S> <C> <C> <C>
1.To elect the Trustees/Directors.
01) John T. Bennett, Jr.......................... 19,010,168 -- 451,579
02) Nancy J. Dunn................................ 19,032,354 -- 429,393
03) William A. Humenuk........................... 19,032,469 -- 429,278
04) Philip D. English............................ 19,032,469 -- 429,278
05) James F. Orr, III............................ 19,030,371 -- 431,371
2.To approve the proposed change of the investment objective of the Fund from
fundamental to non-fundamental.
59,856 -- 67,263
3.To approve the proposed changes to the Fund's fundamental investment
restrictions.
a) Diversification of Investments:............... 59,856 67,263 --
b) Borrowing:.................................... 59,856 67,263 --
c) Issuing of Senior Securities:................. 59,856 67,263 --
d) Underwriting:................................. 59,856 67,263 --
e) Industry Concentration:....................... 59,856 67,263 --
f) Investment in Real Estate:.................... 59,856 67,263 --
g) Commodities:.................................. 59,856 67,263 --
h) Lending:...................................... 59,856 67,263 --
i) Illiquid Securities:.......................... 59,856 67,263 --
j) Control or Management:........................ 59,856 67,263 --
k) Unseasoned Issuers:........................... 59,856 67,263 --
l) Borrowing exceeding 5%:....................... 59,856 67,263 --
m) Pledging:..................................... 59,856 67,263 --
n) Margin Purchases and Short Sales:............. 59,856 67,263 --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For: Against: Abstain:
------- -------- --------
<S> <C> <C> <C>
o) Directors' Ownership of Shares:................. 59,856 67,263 --
p) Interest in Oil, Gas or Other Mineral
Exploration or Development Programs:............ 59,856 67,263 --
q) Futures and Options:............................ 59,856 67,263 --
4.To ratify the selection of PricewaterhouseCoopers LLP as the independent
auditors.
129,636 -- --
5.To approve an Interim Investment Advisory Agreement between each Fund and
its investment adviser.
129,636 -- --
6.To approve an Investment Advisory Agreement between the Fund and its
investment adviser, subject to completion of the merger between United Asset
Management Corporation and Old Mutual Plc.
129,636 -- --
</TABLE>
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