<PAGE>
UAM Funds
Funds for the Informed Investor/sm/
ICM Small Company Portfolio
Institutional Class Prospectus May 18, 1999
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UAM/R/
The Securities and Exchange Commission (SEC) 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.
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<PAGE>
Table Of Contents
<TABLE>
<S> <C>
Portfolio Summary .......................................................... 1
What is the Objective of the Portfolio?.................................... 1
What are the Principal Investment Strategies of the Portfolio?............. 1
What are the Principal Risks of the Portfolio?............................. 1
How Has the Portfolio Performed?........................................... 2
What are the Fees and Expenses of the Portfolio?........................... 3
Investing with the UAM Funds ............................................... 4
Buying Shares.............................................................. 4
Redeeming Shares........................................................... 5
Exchanging Shares.......................................................... 5
Transaction Policies....................................................... 5
Account Policies ........................................................... 9
Small Accounts............................................................. 9
Distributions.............................................................. 9
Federal Taxes.............................................................. 9
Portfolio Details .......................................................... 11
Principal Investments And Risks Of The Funds............................... 11
Other Investment Practices and Strategies.................................. 12
Year 2000.................................................................. 13
Investment Management...................................................... 13
Shareholder Servicing Arrangements......................................... 15
Financial Highlights ....................................................... 16
</TABLE>
<PAGE>
Portfolio Summary
ICM Small Company Portfolio is currently closed to new investors.
WHAT ARE THE OBJECTIVES OF THE PORTFOLIO?
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The portfolio seeks maximum, long-term total return consistent with rea-
sonable risk to principal, by investing primarily in common stocks of
smaller companies measured in terms of revenues and assets and, more im-
portantly, in terms of market capitalization. The portfolio cannot guaran-
tee it will meet its investment objective. The portfolio may not change
its investment objective without shareholder approval.
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
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This section summarizes the principal investment strategies of the portfo-
lio. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE
PORTFOLIO."
The portfolio normally invests at least 80% of its assets in common stocks
of smaller, less established companies in terms of revenues and assets
and, more importantly, market capitalization. Such companies will have
market capitalizations (the total market value of its outstanding shares)
that range from $50 million to $700 million.
Typically, the adviser invests in companies that have an above-average re-
turn on equity, are financially strong, and yet are selling at a price to
earnings ratio lower than that of most stocks represented in the S&P 500
Index. In addition, the adviser tends to focus on those companies whose
earnings momentum is accelerating and/or whose recent earnings have ex-
ceeded general expectations.
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
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This section summarizes the principal risks associated with investing in
the portfolio. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIO."
Risks Common to All Mutual Funds
As with all mutual funds, at any time your investment in a 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 value of the securities it owns changes, sometimes rapidly and un-
predictably.
. The portfolio is not successful in reaching its goal because of its
strategy or because it did not implement its strategy properly.
1
<PAGE>
. Unforeseen occurrences in the securities markets negatively affect the
portfolio.
ICM Small Company Portfolio
The main risks of the portfolio are those associated with investing in eq-
uity securities of small companies using a value-oriented approach.
Equity securities may experience sudden, unpredictable drops in value or
long periods of decline in value. This may occur because of factors af-
fecting the securities markets generally, an entire industry or a particu-
lar company.
Investing in stocks of smaller companies can be riskier than investing in
larger, more mature companies. Smaller companies may be more vulnerable to
adverse developments than larger companies because they tend to have more
narrow product lines and more limited financial resources. Their stocks
may trade less frequently and in limited volume.
Value oriented mutual funds may not perform as well as certain other types
of equity mutual funds during periods when value stocks are out of favor.
HOW HAS THE PORTFOLIO PERFORMED?
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The bar chart and table below illustrate how the performance of the port-
folio has varied from year to year and provide some indication of the
risks of investing in the portfolio. The bar chart shows the investment
returns of the portfolio for each full calendar year. The table following
the bar chart compares the average annual returns of the portfolio to
those of a broad-based securities market index. Past performance does not
guarantee future results.
Calendar Year Returns
[GRAPHIC]
Calendar Year Returns
1990 -7.38%
1991 48.67%
1992 32.28%
1993 22.00%
1994 3.41%
1995 21.27%
1996 23.01%
1997 33.01%
1998 -0.51%
<TABLE>
<CAPTION>
Return Quarter Ended
---------------------------------------
<S> <C> <C>
Highest Quarter 30.05% 3/31/91
---------------------------------------
Lowest Quarter -25.21% 9/30/92
</TABLE>
2
<PAGE>
Average Annual Returns
<TABLE>
<CAPTION>
Since
Periods ended 12/31/98 1 Year 5 Years Inception*
-------------------------------------------------------
<S> <C> <C> <C>
ICM Small Company Portfolio -0.51% 15.34% 16.80%
-------------------------------------------------------
Russell 2000 Index -2.55% 11.87% 12.03%
</TABLE>
* The fund began operations 4/19/89. Index comparisons begin on 4/30/89.
WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIO?
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Annual Portfolio Operating Expenses (Expenses That Are Deducted From the
Assets of a Portfolio)
This table describes the fees and expenses that you may pay if you buy and
hold shares of the portfolio.
<TABLE>
<CAPTION>
For the fiscal year ended 10/31/98
-------------------------------------------
<S> <C>
Management Fees 0.70%
-------------------------------------------
Other Expenses 0.19%
-------------------------------------------
Total Expenses 0.89%
</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 and that you paid
the total expenses stated above throughout the period of your investment.
Although your actual costs may be higher or lower, based on these assump-
tions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$91 $284 $493 $1,096
</TABLE>
3
<PAGE>
Investing with the UAM Funds
BUYING SHARES
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To open an account To buy more shares
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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 and wire your money to the UAM
then send your com- Funds as follows.
pleted account applica-
tion to the UAM Funds.
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)
Not Available To set up a plan, mail a
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.
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Minimum Investments$5,000,000 $1,000
UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(Toll free) 1-877-UAM-LINK (826-5465)
4
<PAGE>
REDEEMING SHARES
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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.
. The dollar amount or number of shares you wish to
redeem.
Certain shareholders may have to include additional docu-
ments. Please see the Statement of Additional Information
(SAI) if you need more information.
---------------------------------------------------------------------------
By You must first establish the telephone redemption privi-
Telephone 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.
---------------------------------------------------------------------------
By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM account
Withdrawal to your financial institution.
Plan
(Via ACH) To participate in this service, you must complete the ap-
propriate sections of the account application and mail it
to the UAM Funds.
EXCHANGING SHARES
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At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
Before exchanging your shares, please read the prospectus of the UAM Fund
for which you want to exchange. You may obtain any UAM Fund prospectus by
calling 1-877-826-5465. You may not exchange shares represented by certif-
icates over the telephone. You may only exchange shares between accounts
with identical registrations (i.e., the same names and addresses).
TRANSACTION POLICIES
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Calculating Your Share Price
You may buy, sell or exchange shares of a UAM Fund at a price equal to its
net asset value (NAV) next computed after it receives and accepts your or-
der. The portfolio calculates its NAV as of the close of trading on the
New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time) on each
day the NYSE is open. Therefore, to receive the NAV on any
5
<PAGE>
given day, the UAM Funds must accept your order by the close of trading on
the NYSE that day. Otherwise, you will receive the NAV that is calculated
at the close of trading on the following business day. The UAM Funds are
open for business on the same days as the NYSE, which is closed on week-
ends and certain holidays.
Buying or Selling Shares through a Financial Intermediary
You may buy, exchange or sell shares of the UAM Funds through a financial
intermediary (such as a financial planner or adviser). Generally, to buy
or sell shares at the NAV on any given day, your financial intermediary
must receive your order by the close of trading on the NYSE that day. Your
financial intermediary is responsible for transmitting all subscription
and redemption requests, investment information, documentation and money
to the UAM Funds on time.
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.
Calculating NAV
The UAM Funds calculate their NAV 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 are valued at fair value, according to guidelines established by
the UAM Funds. The UAM Funds may also value securities at fair value when
events occur that make established valuation methods (such as stock ex-
change closing prices) unreliable. The UAM Funds value debt securities
that will mature in 60 days or less at amortized cost, which approximates
market value.
In-Kind Transactions
Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a portfolio with securities instead of cash. In addition, the
UAM Funds may pay all or part of your redemption proceeds with securities
instead 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 order. If you redeem shares
that were purchased by check, you will not receive your redemption pro-
ceeds until the check has cleared, which may take up to 15 days from pur-
chase date. You may avoid these delays by paying for shares with a certi-
fied check, bank check or money order.
6
<PAGE>
Signature Guarantee
You must have your signature guaranteed when (1) you want the proceeds
from your redemption sent to a person or address different from that reg-
istered on the account, or (2) you request a transfer of your shares.
You may obtain a signature guarantee from most banks, savings institu-
tions, securities dealers, national securities exchanges, registered secu-
rities associations, clearing agencies and other guarantor institutions. A
notary public cannot guarantee a signature.
Telephone Transactions
The UAM Funds will employ reasonable procedures to confirm that instruc-
tions communicated by telephone are genuine; they may be liable for any
losses if they fail to do so. The UAM Funds will not be responsible for
any loss, liability, cost or expense for following instructions 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 of a portfolio.
. Reject any purchase order.
. Bar an investor engaged in a pattern of excessive trading from buying
shares of any portfolio. (Excessive trading can hurt the performance
of a portfolio by disrupting its management and by increasing its ex-
penses.)
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 NYSE is restricted.
. The SEC tells the UAM Funds to delay redemptions.
7
<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.
. Limit or cancel a shareholder's exchange privilege, especially when an
investor is engaged in a pattern of excessive trading.
8
<PAGE>
Account Policies
SMALL ACCOUNTS
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The UAM Funds may redeem your shares without your permission if the value
of your account falls below 50% of the required minimum initial invest-
ment. This provision does not apply:
. To retirement accounts and certain other accounts.
. When the value of your account falls below the required minimum be-
cause of market fluctuations.
The UAM Funds will notify you before liquidating your account and allow
you 60 days to increase the value of your account.
DISTRIBUTIONS
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Normally, the portfolio distributes its net investment income quarterly.
In addition, it distributes its net capital gains once a year. The UAM
Funds will automatically reinvest dividends and distributions in addi-
tional shares of the portfolio, unless you elect on your account applica-
tion to receive them in cash.
FEDERAL TAXES
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The following is a summary of the federal income tax consequences of in-
vesting in the UAM Funds. 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.
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,
9
<PAGE>
even though, as an economic matter, the distribution simply constitutes a
return of your investment. This is known as "buying into a dividend" and
should be avoided. Call 1-877-826-5465 to find out when the portfolio ex-
pects to make a distribution to shareholders.
Taxes on Redemptions
When you redeem shares in any UAM Fund, you may recognize a gain or loss
for income tax purposes. This gain or loss will be based on the difference
between your tax basis in the shares and the amount you receive for them.
(To aid in computing your tax basis, you should keep your account state-
ments for the periods during which you held shares.) Any loss realized on
shares held for six months or less will be treated as a long-term capital
loss to the extent of any capital gain dividends that were received with
respect to the shares.
The one major exception to these tax principles is that distributions on,
and sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will 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.
10
<PAGE>
Portfolio Details
PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
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This section briefly describes the principal investment strategies the
portfolio may employ in seeking its objectives. For more information con-
cerning these investment practices and their associated risks, please read
the "PORTFOLIO SUMMARY" and the statement of additional information (SAI).
You can find information on the portfolio's recent strategies and holdings
in its annual/semi-annual report. As long as it is consistent with its ob-
jective, the portfolio may change these strategies without shareholder ap-
proval.
The portfolio normally invests at least 80% of its assets in common stocks
of smaller, less established companies in terms of revenues and assets
and, more importantly, market capitalization. Such companies will have
market capitalizations (the total market value of its outstanding shares)
that range from $50 million to $700 million. The portfolio may invest in
equity securities listed on the New York and American Stock Exchanges or
traded on the over-the-counter markets operated by the National Associa-
tion of Securities Dealers, Inc.
Investment Process
Typically, the adviser invests in companies that have an above-average re-
turn on equity, are financially strong, and yet are selling at a price to
earnings ratio lower than that of most stocks represented in the S&P 500
Index. The adviser believes stocks with such characteristics are likely to
provide superior rates of return to investors when compared to stocks with
higher price to earnings ratios over extended periods of time and through
a variety of economic and market cycles. Using screening parameters such
as price to earnings ratios, relative return on equity, and other finan-
cial ratios, the adviser screens the universe of potential investments of
each portfolio to identify potentially undervalued securities. The adviser
further narrows the list of potential investments through traditional fun-
damental security analysis, which may include interviews with company man-
agement and a review of the assessments and opinions of outside analysts
and consultants.
Securities are sold when the adviser believes the shares have become rela-
tively overvalued or it finds more attractive alternatives. In addition,
the adviser tends to focus on those companies whose rates of earnings mo-
mentum is accelerating and/or whose recent earnings have exceeded general
expectations.
Equity Securities
Equity securities represent an ownership interest, or the right to acquire
an ownership interest, in an issuer. Different types of equity securities
provide
11
<PAGE>
different voting and dividend rights and priority in case of the bank-
ruptcy of the issuer. Equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants.
Equity securities may lose value because of factors affecting the securi-
ties markets generally, such as adverse changes in economic conditions,
the general outlook for corporate earnings, interest rates or investor
sentiment. These circumstances may lead to long periods of poor perfor-
mance, such as during a "bear market." Equity securities may also lose
value because of factors affecting an entire industry, such as increases
in production costs, or factors directly related to a specific company,
such as decisions made by its management.
Undervalued companies may have experienced adverse business developments
or other events that have caused their stocks to be out of favor. If the
adviser's assessment of a company is wrong, or if the market does not rec-
ognize the value of the company, the price of its stock may fail to meet
expectations and the portfolio's share price may suffer. A value-oriented
portfolio may not perform as well as certain other types of mutual funds
during periods when value stocks are out of favor.
OTHER INVESTMENT PRACTICES AND STRATEGIES
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As described below, the portfolio may invest in foreign securities and may
deviate from its investment strategies from time to time. In addition, it
may employ investment practices that are not described in this prospectus,
such as derivatives, repurchase agreements, when-issued and forward com-
mitment transactions, lending of securities, borrowing and other tech-
niques. For more information concerning the risks associated with these
investment practices, you should read the SAI.
American Depositary Receipts (ADRs)
The portfolio may invest up to 20% of its assets in American Depositary
Receipts (ADRs) ADRs are certificates evidencing ownership of shares of a
foreign issuer that are issued by depository banks and generally trade on
an established market in the United States or elsewhere. Although they are
alternatives to directly purchasing the underlying foreign securities in
their national markets and currencies, ADRs continue to be subject to many
of the risks associated with investing directly in foreign securities.
Foreign securities, especially those of companies in emerging markets, can
be riskier and more volatile than domestic securities. Adverse political
and economic developments or changes in the value of foreign currency can
make it harder for a portfolio to sell its securities and could reduce the
value of your shares. Changes in tax and accounting standards and diffi-
culties obtaining information about foreign companies can negatively af-
fect investment decisions.
In January 1999, certain European nations began to use the new European
common currency, called the Euro. The nations that use the Euro will have
12
<PAGE>
the same monetary policy regardless of their domestic economy, which could
have adverse effects on those economies. In addition, the method by which
the conversion to the Euro is implemented could negatively affect the in-
vestments of a portfolio.
Short-Term Investing
At times, the adviser may decide to suspend temporarily the normal invest-
ment activities of the portfolio by investing up to 100% of its assets in
a variety of securities, such as U.S. government and other high quality
and short-term debt obligations. The adviser may temporarily adopt a de-
fensive position to reduce changes in the value of the shares of the port-
folio that may result from adverse market, economic, political or other
developments. The portfolio may also invest in these types of securities
to earn a return on its cash reserves.
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.
YEAR 2000
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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.
The UAM Funds and their advisers, administrator, distributor and transfer
agent are taking steps they believe are reasonably necessary to address
any portfolio-related year 2000-related computer problems. They are ac-
tively working on necessary changes to their own computer systems to pre-
pare for the year 2000 and expect that their systems will be adapted be-
fore that date. They are also requesting information on each service prov-
ider's state of readiness and contingency plan. However, at this time the
degree to which the year 2000 issue will affect the UAM Funds' investments
or operations cannot be predicted. Any negative consequences could ad-
versely affect your investment in the UAM Funds.
INVESTMENT MANAGEMENT
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Investment Adviser
Investment Counselors of Maryland, Inc., a Maryland corporation located at
803 Cathedral Street, Baltimore, Maryland 21201, 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, trusts, es-
tates and other institutions and individuals since 1972.
13
<PAGE>
During the fiscal year ended October 31, 1998, the portfolio paid the ad-
viser 0.65% of its average net assets in management fees.
Portfolio Managers
Robert D. McDorman, Jr. is currently responsible for the day-to-day man-
agement of the portfolio. Mr. McDorman is a Principal and Chief Investment
Officer of the adviser, which he joined in June 1985. His primary respon-
sibilities are the management of ICM Small Company Portfolio and related
separate accounts and equity security analysis. Before joining the advis-
er, Mr. McDorman managed the Financial Industrial Income Fund. Mr. McDor-
man earned his B.A. degree at Trinity College and his law degree at the
University of Baltimore. He is a Chartered Financial Analyst. Mr. McDorman
has managed the portfolio since its inception.
Listed below are additional members of the adviser's team of professionals
and a description of their business experience during the past five years.
<TABLE>
<CAPTION>
Name and Title Experience
------------------------------------------------------------------
<S> <C>
Stephen T. Scott Mr. Scott specializes in the management
Principal and President of pension assets, private foundations
and endowments. He joined the adviser
in 1973 after having served as
portfolio manager at Chase Manhattan
Bank and Mercantile-Safe Deposit and
Trust Company. He is a graduate of
Randolph-Macon College and received an
M.B.A. from Columbia University
Graduate School of Business.
------------------------------------------------------------------
Paul L. Borssuck Mr. Borssuck joined the adviser in 1985
Principal and heads the firm's Individual Capital
Management Division. Prior to joining
the adviser, Mr. Borssuck served as
Chairman of the Investment Policy
Committee at Mercantile-Safe Deposit
and Trust Company where he managed
portfolios for high net worth clients.
Prior to that, he headed the
institutional funds management section
at American Security and Trust Company
in Washington, D.C. Mr. Borssuck earned
his B.S. degree and M.B.A. from Lehigh
University. He is a Chartered Financial
Analyst.
------------------------------------------------------------------
Andrew L. Gilchrist Mr. Gilchrist joined the adviser in
Executive Vice President 1996 as Director of Investment
Technology. Prior to the adviser, Mr.
Gilchrist served as Director of
Investment Technology at Mercantile-
Safe Deposit and Trust Company for 18
years. Before that, he was with Merrill
Lynch. Mr. Gilchrist graduated with
honors in Economics from the University
of Maryland and earned a Masters from
The Johns Hopkins University. He is a
member of the Society of Quantitative
Analysts.
------------------------------------------------------------------
Julie L. Hale Ms. Hale joined the adviser in 1998
Senior Vice President with seventeen years of investment
experience. Prior to joining the
adviser, she was a Senior Vice
President and mutual fund manager for
NationsBank Corporation from 1991 to
1998. She has a B.S. degree from Mt.
St. Mary's College and an M.B.A. from
Kent State University. Ms. Hale is a
Chartered Financial Analyst and a
member of the National Association of
Petroleum Investment Analysts (NAPIA).
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Name and Title Experience
---------------------------------------------------------------
<S> <C>
Simeon F. Wooten, III Mr. Wooten joined the adviser in 1998
Senior Vice President as a research analyst and as a member
of the management team of the ICM Small
Company Portfolio. Prior to joining the
adviser, he served as Vice
President/Research at Adams Express
Company, which he joined in 1980. He is
a graduate of the Wharton School of the
University of Pennsylvania. Mr. Wooten
is a Chartered Financial Analyst and
Certified Public Accountant.
---------------------------------------------------------------
William V. Heaphy Mr. Heaphy joined the adviser in 1994
Vice President as a security analyst in the equity
research department. Prior to joining
the adviser, Mr. Heaphy was an
associate in the Baltimore law firm of
Ober, Kaler, Grimes and Shriver, and
before that, a staff auditor with Price
Waterhouse. Mr. Heaphy earned his law
degree from the University of Maryland
School of Law and his B.S. from Lehigh
University. He is a Certified Public
Accountant and Chartered Financial
Analyst.
</TABLE>
SHAREHOLDER SERVICING ARRANGEMENTS
- -------------------------------------------------------------------------------
Shareholder Servicing
Certain financial intermediaries (service agents) may charge their clients
account fees for buying or redeeming shares of the UAM Funds. These fees
may include transaction fees and/or service fees paid by the UAM Funds
from their assets attributable to the service agent. The UAM Funds do not
pay these fees on shares purchased directly from UAM Fund Distributors.
The service agents may provide shareholder services to their clients that
are not available to a shareholder dealing directly with the UAM Funds.
Each service agent is responsible for transmitting to its clients a sched-
ule of any such fees and information regarding any additional or different
purchase or redemption conditions. You should consult your service agent
for information regarding these fees and conditions.
The adviser may pay its affiliated companies for referring investors to
the portfolio. The adviser and its affiliates may, at their own expense,
pay qualified service providers for marketing, shareholder servicing, rec-
ord-keeping and/or other services performed with respect to the portfolio.
UAM Fund Distributors, the adviser and certain of their other affiliates
also participate, as of the date of this prospectus, in an arrangement
with Salomon Smith Barney under which Salomon Smith Barney provides cer-
tain defined contribution plan marketing and shareholder services and re-
ceives 0.15% of the portion of the daily net asset value of Institutional
Class Shares held by Salomon Smith Barney's eligible customer accounts in
addition to amounts payable to all selling dealers. The UAM Funds also
compensate Salomon Smith Barney for services it provides to certain de-
fined contribution plan shareholders that are not otherwise provided by
the UAM Funds' administrator.
The UAM Funds also offer Institutional Service Class shares, which pay
marketing or shareholder servicing fees, and Adviser Class shares, which
impose a sales load and fees for marketing and shareholder servicing, for
certain of its portfolios. Not all of the UAM Funds offer all of these
classes.
15
<PAGE>
Financial Highlights
The financial highlights table is intended to help you understand the fi-
nancial performance of the portfolio for the past five years. The finan-
cial highlights table comes from the financial statements of the portfolio
and reflects the financial results for a single portfolio share. The total
returns in the table represent the rate that an investor would have earned
on an investment in the portfolio (assuming reinvestment of all dividends
and distributions). PricewaterhouseCoopers LLP has audited the financial
statements of the portfolio. The financial statements and the unqualified
opinion of PricewaterhouseCoopers LLP are included in the annual report of
the portfolios, which is available upon request.
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1998 1997 1996 1995 1994
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value
Beginning of Period $27.82 $20.71 $19.04 $17.05 $18.75
----------------------------------------------------------------------------------------
Income from Investment
Operations
Net Investment Income 0.28 0.23 0.24 0.16 0.09
Net Gains or losses on
Securities (Realized
and Unrealized) (1.58) 8.27 2.59 2.70 0.64
----------------------------------------------------------------------------------------
Total From Investment
Operations (1.30) 8.50 2.83 2.86 0.73
----------------------------------------------------------------------------------------
Less Distributions
Dividends (From Net
Investment Income) (0.24) (0.20) (0.24) (0.14) (0.09)
Distributions (From
Capital Gains) (1.93) (1.19) (0.92) (0.73) (2.34)
----------------------------------------------------------------------------------------
Total Distributions (2.17) (1.39) (1.16) (0.87) (2.43)
----------------------------------------------------------------------------------------
Net Asset Value, End of
Period $24.35 $27.82 $20.71 $19.04 $17.05
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Total Return (5.04)% 43.28% 15.62% 17.73% 4.59%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net Assets, End of
Period (Thousands) $618,590 $518,377 $320,982 $250,798 $115,761
Ratio of Expenses to
Average Net Assets 0.89% 0.89% 0.88% 0.87% 0.93%
Ratio of Net Investment
Income to Average Net
Assets 1.12% 0.97% 1.20% 1.02% 0.58%
Portfolio Turnover Rate 22% 23% 23% 20% 21%
</TABLE>
16
<PAGE>
Portfolio Codes
The reference information below will be helpful to you when you contact
the UAM Funds to purchase or exchange shares of a UAM Fund, check daily
NAVs or get additional information.
<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
------------------------------------------------------------------------------------------
<S> <C> <C>
ICSCX 90255762 895
</TABLE>
17
<PAGE>
ICM Small Company Portfolio
For investors who want more information about the portfolio, the following
documents are available upon request.
Annual Reports
The annual report of the portfolio provides additional information about
its investments. In the annual report, you will also find a discussion of
the market conditions and investment strategies that significantly af-
fected 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.
Investors can receive free copies of these materials, request other infor-
mation about the portfolio and make shareholder inquiries by writing to or
calling:
UAM Funds
PO Box 419081
Kansas City, MO 64141-6081
(toll free) 1-877-UAM-LINK (826-5465)
www.uam.com
For a fee, you can get the reports of the portfolio and SAI by writing to
the SEC's Public Reference Section, Washington, D.C. 20459-6009, or by
calling the SEC at 1-800-SEC-0330. You can get copies of this information
for free on the SEC's Internet site at http://www.sec.gov.
The funds' Investment Company Act of 1940 file number is 811-5683.
[UAM LOGO APPEARS HERE]
