<PAGE>
UAM Funds
Funds for the Informed Investorsm
The Sirach Portfolios February 28, 2000
Institutional Class Prospectus as supplemented March 27, 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.
Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Bond Portfolio
<PAGE>
Table Of Contents
<TABLE>
<S> <C>
Portfolio Summary .......................................................... 1
</TABLE>
<TABLE>
<S> <C>
What are the Investment Objectives of the Portfolios?...................... 1
What are the Principal Investment Strategies of the Portfolios?............ 1
What are the Principal Risks of the Portfolios?............................ 2
How have the Portfolios Performed?......................................... 4
What are the Fees and Expenses of the Portfolios?.......................... 6
</TABLE>
<TABLE>
<S> <C>
Investing with the UAM Funds ............................................... 8
</TABLE>
<TABLE>
<S> <C>
Buying Shares.............................................................. 8
Redeeming Shares........................................................... 9
Exchanging Shares.......................................................... 9
Transaction Policies....................................................... 10
</TABLE>
<TABLE>
<S> <C>
Account Policies ........................................................... 13
</TABLE>
<TABLE>
<S> <C>
Small Accounts............................................................. 13
Distributions.............................................................. 13
Federal Taxes.............................................................. 13
</TABLE>
<TABLE>
<S> <C>
Portfolio Details .......................................................... 15
</TABLE>
<TABLE>
<S> <C>
Principal Investments and Risks of the Portfolios.......................... 15
Other Investment Practices and Strategies.................................. 19
Year 2000.................................................................. 20
Investment Management...................................................... 21
Shareholder Servicing Arrangements......................................... 23
Additional Classes......................................................... 24
</TABLE>
<TABLE>
<S> <C>
Financial Highlights ....................................................... 25
</TABLE>
<TABLE>
<S> <C>
Growth Portfolio........................................................... 25
Special Equity Portfolio................................................... 26
Strategic Balanced Portfolio............................................... 26
Equity Portfolio........................................................... 27
Bond Portfolio............................................................. 27
</TABLE>
<PAGE>
Portfolio Summary
WHAT ARE THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS?
- -------------------------------------------------------------------------------
Listed below are the investment objectives of the portfolios. The portfo-
lios cannot guarantee they will meet their investment objectives. A port-
folio may not change its investment objective without shareholderapproval.
Growth Portfolio
The Growth Portfolio seeks to provide long-term capital growth, consistent
with reasonable risk to principal, by investing primarily in common stocks
of companies that offer long-term growth potential.
Equity Portfolio
The Equity Portfolio seeks to provide long-term capital growth, consistent
with reasonable risk to principal, by investing, under normal circumstanc-
es, at least 90% of its total assets in common stocks of companies that
offer long-term growth potential.
Special Equity Portfolio
The Special Equity Portfolio seeks to provide maximum long-term growth of
capital, consistent with reasonable risk to principal, by investing in
small to medium capitalized companies with particularly attractive finan-
cial characteristics.
Strategic Balanced Portfolio
The Strategic Balanced Portfolio seeks to provide long-term capital
growth, consistent with reasonable risk to principal, by investing in a
diversified portfolio of common stocks and fixed income securities.
Bond Portfolio
The Bond Portfolio seeks to achieve above-average total return, consistent
with reasonable risk to principal, by investing primarily in dollar- de-
nominated, investment-grade fixed-income securities.
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
This section summarizes the principal investment strategies of the portfo-
lios. For more information see "PRINCIPAL INVESTMENTS AND RISKS OF THE
PORTFOLIOS."
1
<PAGE>
Growth, Equity and Special Equity Portfolios
The adviser believes that the Growth, Equity and Special Equity Portfolios
can achieve their goals by investing in equity securities of companies
that rank high on its proprietary ranking system. The Growth and Equity
Portfolios invest in companies of all sizes. The Special Equity Portfolio
normally seeks to achieve its objective by investing primarily in common
stocks of companies that have market capitalizations within the market
capitalization range of the Russell 2500 Index at the time of purchase.
Bond Portfolio
The Bond Portfolio normally seeks to achieve its goal by investing at
least 75% of its total assets in a diversified mix of dollar-
denominated,investment-grade debt securities. The adviser will adjust the
maturity/duration, maturity structure, sector weightings and individual
issues of the portfolio based on its assessment of current economic condi-
tions and trends and monetary and fiscal policies. In selecting securities
for the portfolio, the adviser tries to achieve incremental risk-adjusted
return.
Strategic Balanced Portfolio
The Strategic Balanced Portfolio typically seeks to achieve its goal by
investing approximately 40-45% of its assets in investment-grade debt se-
curities and 55-60% in equity securities. The adviser selects equity secu-
rities for the portfolio using the same approach as the Growth Portfolio
and selects debt securities for the portfolio using the same approach as
the Bond Portfolio.
WHAT ARE THE PRINCIPAL RISKS OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
This section summarizes the principal risks associated with investing in
the portfolios. For more information see "PRINCIPAL INVESTMENTS AND RISKS
OF THE PORTFOLIOS."
Risks Common to All of the Portfolios
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 a 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.
2
<PAGE>
Growth Portfolio, Equity Portfolio, Special Equity Portfolio and Strategic
Balanced Portfolio
As with all equity funds, the risks that could affect the value of the
portfolios' shares and the total return on your investment include the
possibility that the equity securities held by a portfolio will experience
sudden, unpredictable drops in value or long periods of decline in value.
This may occur because of factors affecting the securities markets gener-
ally, an entire industry or sector or a particular company. This risk is
greater for small and medium sized companies, which rend to be more vul-
nerable to adverse developments than larger companies.
Growth funds may not perform as well as other types of mutual funds when
growth investing is out of favor. The values of growth stocks may be more
sensitive to changes in current or expected earnings than the values of
other stocks.
Strategic Balanced Portfolio and Bond Portfolio
As with most funds that invest in debt securities, changes in interest
rates are one of the most important factors that could affect the value of
your investment. Rising interest rates tend to cause the prices of debt
securities (especially those with longer maturities), and a portfolio's
share price, to fall. Rising interest rates may also cause investors to
pay off mortgage-backed and asset-backed securities later than anticipat-
ed, forcing the portfolio to keep its money invested at lower rates. Fall-
ing interest rates, however, generally cause investors to pay off mort-
gage-backed and asset-backed securities earlier than expected, forcing a
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.
3
<PAGE>
HOW HAVE THE PORTFOLIOS PERFORMED?
- -------------------------------------------------------------------------------
The following information illustrates how the performance of this class of
each portfolio has varied from year to year. The bar chart shows a class's
performance during each calendar year for the period shown in the chart.
The average annual return table compares a class's average annual returns
to those of a broad-based securities market index. Returns are based on
past results and are not an indication of future performance.
Growth Portfolio
Calendar Year Returns
[CHART]
1994 -7.53%
1995 29.40%
1996 23.19%
1997 32.09%
1998 25.95%
1999 23.92%
<TABLE>
<CAPTION>
Return Quarter Ended
---------------------------------------
<S> <C> <C>
Highest Quarter 25.58% 12/31/98
---------------------------------------
Lowest Quarter -13.83% 9/30/98
</TABLE>
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
1 Year 5 Years Since 12/31/93*
--------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio 23.92% 26.87% 20.49%
--------------------------------------------------
S&P 500 Index 21.04% 28.55% 23.43%
</TABLE>
* Beginning of operations. Index comparisons begin on 11/30/93.
Equity Portfolio
Calendar Year Returns
[CHART]
1997 29.93%
1998 29.97%
1999 23.28%
<TABLE>
<CAPTION>
Return Quarter Ended
---------------------------------------
<S> <C> <C>
Highest Quarter 25.01% 12/31/98
---------------------------------------
Lowest Quarter -13.20% 9/30/98
</TABLE>
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
1 Year Since 7/1/96*
----------------------------------------
<S> <C> <C>
Equity Portfolio 23.28% 27.84%
----------------------------------------
S&P 500 Index 21.04% 27.15%
</TABLE>
* Beginning of operations. Index comparisons begin on 6/30/96.
4
<PAGE>
Special Equity Portfolio
Calendar Year Returns
[CHART]
1990 5.16%
1991 53.65%
1992 10.02%
1993 18.89%
1994 -6.75%
1995 36.21%
1996 12.09%
1997 11.27%
1998 5.64%
1999 79.58%
<TABLE>
<CAPTION>
Return Quarter Ended
---------------------------------------
<S> <C> <C>
Highest Quarter 43.96% 12/31/99
---------------------------------------
Lowest Quarter -26.88% 9/30/98
</TABLE>
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
----------------------------------------------------
<S> <C> <C> <C>
Special Equity Portfolio 79.58% 26.37% 20.30%
----------------------------------------------------
Russell 2500 Growth Index 55.48% 23.10% 15.56%
</TABLE>
Strategic Balanced Portfolio
Calendar Year Returns
[CHART]
1994 -6.92%
1995 25.98%
1996 13.20%
1997 21.86%
1998 19.35%
1999 13.48%
<TABLE>
<CAPTION>
Return Quarter Ended
---------------------------------------
<S> <C> <C>
Highest Quarter 14.73% 12/31/98
---------------------------------------
Lowest Quarter -6.53% 9/30/98
</TABLE>
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
1 Year 5 Years Since 12/1/93*
---------------------------------------------------------------------
<S> <C> <C> <C>
Strategic Balanced Portfolio 13.48% 18.67% 14.04%
---------------------------------------------------------------------
S&P 500 Index 21.04% 28.55% 23.43%
---------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index -0.83% 7.73% 5.89%
---------------------------------------------------------------------
Lipper Balanced Fund Index 8.98% 16.33% 13.17%
</TABLE>
*Beginning of operations. Index comparisons, begin on 11/30/93.
5
<PAGE>
Bond Portfolio
Calendar Year Returns
[CHART]
1998 7.83%
1999 -0.78%
<TABLE>
<CAPTION>
Return Quarter Ended
--------------------------------------
<S> <C> <C>
Highest Quarter 3.22% 9/30/98
--------------------------------------
Lowest Quarter -0.80% 6/30/99
</TABLE>
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
1 Year Since 11/3/97*
------------------------------------------------------------
<S> <C> <C>
Bond Portfolio -0.78% 4.09%
------------------------------------------------------------
Lehman Brothers Aggregate Bond Index -0.83% 4.22%
</TABLE>
* Beginning of operations. Index comparisons begin on 10/31/97
WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIOS?
- -------------------------------------------------------------------------------
Shareholder Transaction Fees (fees paid directly from your investment)
The portfolios are no-load investments, which means there are no fees or
charges to buy or sell their shares, to reinvest dividends or to exchange
into other UAM Funds.
6
<PAGE>
Annual Portfolio Operating Expenses (expenses that are deducted from portfolio
assets)
The portfolios do have annual operating expenses and as a shareholder you
pay them indirectly. This table describes the fees and expenses that you
may pay if you buy and hold shares of a portfolio.
<TABLE>
<CAPTION>
Special Strategic
Growth Equity Equity Balanced Bond
Portfolio Portfolio Portfolio Portfolio Portfolio
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management Fee 0.65% 0.65% 0.70% 0.65% 0.35%
-----------------------------------------------------------------------
Other Expenses 0.36% 0.59% 0.24% 0.36% 0.53%
-----------------------------------------------------------------------
Total Annual Fund
Operating Expenses 1.01% 1.24%* 0.94% 1.01% 0.88%*
</TABLE>
* "Other Expenses" presented in the table above may be higher than the ex-
penses you would actually pay as a shareholder in a portfolio. This is
due to the fact that the adviser has voluntarily agreed to limit the ex-
penses of this class of the portfolios 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 daily
net assets. The adviser may change or cancel its expense limitation at
any time. In addition "Other Expenses" do not take into account any ex-
pense offset arrangement a portfolio may have that would reduce its cus-
todian fee based on the amount of cash the portfolio maintains with its
custodian. This would also have the effect of reducing the portfolio's
expenses.
<TABLE>
<CAPTION>
Equity Portfolio Bond Portfolio
-----------------------------------------------
<S> <C> <C>
Expense Limit 0.90% 0.50%
</TABLE>
Example
This example can help you to compare the cost of investing in these port-
folios to the cost of investing in other mutual funds. The example assumes
you invest $10,000 in each 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 5 Years 10 Years
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Portfolio $103 $322 $558 $1,236
--------------------------------------------------------------
Equity Portfolio $126 $393 $681 $1,500
--------------------------------------------------------------
Special Equity Portfolio $ 96 $300 $520 $1,155
--------------------------------------------------------------
Strategic Balanced Portfolio $103 $322 $558 $1,236
--------------------------------------------------------------
Bond Portfolio $ 90 $281 $488 $1,084
</TABLE>
7
<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 You may not open an ac- To set up a plan, mail a
Investment count via ACH. completed application to
Plan (Via ACH) 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 $2,500--regular account $100
Investments $500--IRAs
$250--Spousal IRAs
UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com
8
<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 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.
---------------------------------------------------------------------------
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 If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM Funds
Withdrawal account 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
- -------------------------------------------------------------------------------
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.
You can also exchange shares of the UAM Funds on the Internet at
www.uam.com. For login information, including your personal identification
number (PIN), please call 1-877-826-5465. 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
only exchange shares between accounts with identical registrations (i.e.,
the same names and addresses).
9
<PAGE>
TRANSACTION POLICIES
- -------------------------------------------------------------------------------
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 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 are purchased with remaining maturities of 60 days or less at amor-
tized cost, which approximates market value. The UAM Funds may use a pric-
ing service to value some of their assets, such as debt securities or for-
eign 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 re-
ceive 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
10
<PAGE>
behalf of clients and customers. Under this arrangement, the financial in-
termediary 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. In addition, the UAM Funds may pay all or part of your re-
demption 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 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.
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.
11
<PAGE>
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.
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.
12
<PAGE>
Account Policies
SMALL ACCOUNTS
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
Normally, the portfolios distribute their net investment income quarterly.
In addition, the portfolios distribute any net capital gains at least once
a year. The UAM Funds will automatically reinvest dividends and distribu-
tions in additional shares of the portfolios, unless you elect on your ac-
count application to receive them in cash.
FEDERAL TAXES
- -------------------------------------------------------------------------------
The following is a summary of the federal income tax consequences of in-
vesting in the portfolios. 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 portfolios will generally be taxable to share-
holders as ordinary income or capital gains. 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, 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
portfolios expect to make a distribution to shareholders.
13
<PAGE>
Taxes on Exchanges and Redemptions
When you exchange or redeem shares in any UAM Fund, 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 (tax basis) and
the amount you receive for them. To aid in computing your tax basis, you
should keep your account statements for the periods during which you held
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.
14
<PAGE>
Portfolio Details
PRINCIPAL INVESTMENTS AND RISKS OF THE PORTFOLIO
- -------------------------------------------------------------------------------
This section briefly describes the principal investment strategies the
portfolios may employ in seeking their objectives. For more information
concerning these investment practices and their associated risks, please
read the "PORTFOLIO SUMMARY" and the SAI. You can find information on each
portfolio's recent strategies and holdings in the annual/semi-annual re-
port of the portfolios. As long as it is consistent with their objectives
and other policies described in the SAI, each portfolio may change these
strategies without shareholder approval.
Growth, Equity and Special Equity Portfolios
In What Securities do the Portfolios Invest?
The Growth and Equity Portfolios normally seek to achieve their goals by
investing primarily in common stocks of companies of all sizes. The Special
Equity Portfolio normally seeks to achieve its objective by investing
primarily in common stocks of companies that have market capitalizations
within the market capitalization range of the Russell 2500 Index. As of
December 31, 1999, the Russell 2500 Index had a weighted average market
capitalization of $3.8 billion and consisted of companies with market
capitalization from $34.8 million to $19.6 billion. The Equity Portfolio
invests at least 90% of its assets in equity securities. While each portfolio
invests mainly in common stocks, they may also invest in other types of equity
securities.
How Does the Adviser Select Securities for the Portfolio?
The adviser invests the assets of each portfolio in common stocks of com-
panies that rank high on its proprietary ranking system. The adviser's
system ranks securities according to decile using historical earnings
growth and consistency, earnings acceleration, prospective earnings "sur-
prise" probabilities, relative price strength and valuation. The adviser
further narrows the list of potential investments using traditional funda-
mental security analysis, focusing particular attention on identifying the
factors influencing earnings, understanding competitive advantages and ex-
amining earnings sustainability. The adviser believes that companies that
have ranked highly according to its analysis are likely to provide supe-
rior rates of return over an extended period relative to the stock market
in general.
The adviser identifies a review price for each security (usually 15% to
20% below its purchase price) at the time it purchases the security. The
adviser continuously monitors the investments of the portfolio and, if the
price of a security declines below its review price, the adviser may sell
some or all of that security.
15
<PAGE>
Normally, the Growth and Special Equity Portfolios expect that cash re-
serves will represent less than 20% of their respective assets.
Bond Portfolio
In What Securities does the Portfolio Invest?
The Bond Portfolio normally seeks to achieve its goal by investing at
least 75% of its total assets in a diversified mix of dollar-denominated,
investment-grade debt securities.
How Does the Adviser Select Securities for the Portfolio?
The adviser's fixed income management process includes four primary ele-
ments:
. Average Maturity: The adviser's goal is to vary the average life of
the portfolio to take advantage of predicted changes in interest
rates. The longer the portfolio the more its price will change as in-
terest rates change;
. Maturity Structure: The adviser will vary the mix of short, intermedi-
ate and long securities to reach the target average life. Interest
rates change by different amounts at different maturities and the goal
is to take advantage of the most beneficial changes;
. Sector Allocation: The adviser will change the mix between government,
corporate, and mortgage securities based on the attractiveness of each
sector's yields and the outlook for changes in those yields; and
. Issue Selection: The adviser will select the best issues available to
meet the average maturity, maturity structure and sector allocation
targets. Securities will be selected based on the attractiveness of
yields and analysis of each security's fundamental creditworthiness
and structure.
The adviser adjusts each of these elements to benefit the portfolio as the
environment for fixed income assets changes. In addition, analysis of eco-
nomic factors and their impact on future interest rates, comparison of
yields available among the various sectors and the analysis of individual
securities are all key parts of the process.
The adviser constantly monitors the investments of the portfolio, but does
not employ an automatic sell discipline. Instead, as market conditions
change, the adviser reevaluates the investments of the portfolio to deter-
mine if the securities still meet the expectations of the adviser. The ad-
viser then sells securities of the portfolio when it can replace them with
securities that will add value to the portfolio or it changes its invest-
ment conclusions about the security.
16
<PAGE>
Strategic Balanced Portfolio
In What Securities does the Portfolio Invest?
The portfolio may invest in a combination of stocks, bonds and short-term
cash equivalents. Normally, the portfolio will invest 25%--50% of its as-
sets in debt securities and 35%--70% of its assets in equity securities.
While the adviser can vary the composition of the portfolio within those
ranges, it will typically invest approximately 55--60% of the portfolio's
assets in equity securities and 40--45% in debt securities. The portfolio
will invest at least 25% of its total assets in senior debt securities,
including preferred stock.
How Does the Adviser Select Securities for the Portfolios?
The portfolio invests in equity and debt securities using the same tech-
niques and strategies as the Growth and Bond Portfolios, respectively.
What are the Characteristics and Risks of the Securities in which the
Portfolios Invest?
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 concept of duration is useful in assessing the sensitivity of a fixed-
income fund to interest rate movements, which are the main source of risk
for most fixed-income funds. Duration measures price volatility by esti-
mating the change in price of a debt security for a 1% change in its
yield. For example, a duration of five years means the price of a debt se-
curity will change about 5% for every 1% change in its yield. Thus, the
higher the duration, the more volatile the security.
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-
17
<PAGE>
backed and asset-backed securities earlier or later than expected, which
would shorten or lengthen the maturity of the security. This behavior can
negatively affect the performance of a portfolio by shortening or length-
ening its average maturity and, thus, changing its effective duration. The
unexpected timing of mortgage-backed and asset-backed prepayments caused
by changes in interest rates may also cause the portfolio to reinvest its
assets at lower rates, reducing the yield of the portfolio.
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.
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 ca-
pacity 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.
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 different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, pre-
ferred 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 or sector, such as
increases in production costs, or factors directly related to a specific
company, such as decisions made by its management.
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 nar-
rower product lines and more limited financial resources. Their stocks may
trade less frequently and in limited volume.
18
<PAGE>
Growth stocks are stocks of companies that the adviser believes have earn-
ings that will grow relatively rapidly. These stocks typically trade at
higher multiples of current earnings than other stocks. Therefore, the
values of growth stocks may be more sensitive to changes in current or ex-
pected earnings than the values of other stocks.
OTHER INVESTMENT PRACTICES AND STRATEGIES
- -------------------------------------------------------------------------------
In addition to their principal investment strategies, the portfolios may
use the investment strategies described below. They may also employ in-
vestment practices that this prospectus does not describe, such as repur-
chase 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.
American Depositary Receipts (ADRs)
Each portfolio may invest in ADRs. However, the Growth Portfolio and Stra-
tegic Balanced Portfolio may only invest 20% of their total assets in
ADRs. ADRs are certificates evidencing ownership of shares of a foreign
issuer that are issued by depository banks and generally trade on an es-
tablished market in the United States or elsewhere. Although they are al-
ternatives 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.
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 Strategic Balanced Portfolio and the Bond Port-
folio may invest in futures and options to protect against a change in the
price of an investment they own or anticipate buying in the future (a
practice known as hedging). They also may use futures and options to re-
main fully invested and to reduce transaction costs.
19
<PAGE>
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.
Derivatives are often more volatile than other investments and may magnify
a portfolio's gains or losses. A portfolio may lose money if the adviser:
. 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 a portfolio's as-
sets 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 a portfolio
that may result from adverse market, economic, political or other develop-
ments.
When the adviser pursues a temporary defensive strategy, a 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 a portfolio from achieving its stated objectives.
Portfolio Turnover
A portfolio may buy and sell investments relatively often. Such a strategy
often involves higher expenses, including brokerage commissions, and may
increase the amount of capital gains (and, in particular, short-term
gains) realized by a portfolio. Shareholders must pay tax on such capital
gains.
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
20
<PAGE>
markets in general. The year 2000 issue affects all companies and organi-
zations, including 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.
INVESTMENT MANAGEMENT
- -------------------------------------------------------------------------------
Investment Adviser
Sirach Capital Management, Inc., located at 3323 One Union Square, Seat-
tle, Washington 98101, is the investment adviser to each of the portfo-
lios. The adviser manages and supervises the investment of each portfo-
lio'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, trusts, estates and other institutions and individuals since 1970.
Set forth in the table below are the management fees the portfolios paid
to the adviser during the their most recent fiscal year, expressed as a
percentage of average net assets. In addition, the adviser has voluntarily
agreed to limit the total expenses (excluding interest, taxes, brokerage
commissions and extraordinary expenses) of this class of some or all of
the portfolios to the amounts listed in the table below. To maintain these
expense limits, the adviser may waive a portion of its management fee
and/or reimburse certain expenses of the portfolios. The adviser intends
to continue its expense limitation until further notice, but may discon-
tinue it at any time.
<TABLE>
<CAPTION>
Special Strategic
Growth Equity Equity Balanced Bond
Portfolio Portfolio Portfolio Portfolio Portfolio
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management Fee 0.65% 0.31% 0.70% 0.65% 0.00*
------------------------------------------------------------------
Expense Limit N/A 0.90% N/A N/A 0.50%
</TABLE>
21
<PAGE>
Portfolio Managers
Teams of the adviser's investment professionals have primary responsibil-
ity for the day-to-day management of the portfolios. For more information
on the composition of those teams, including biographies of some of their
members, please see the SAI.
Adviser's Historical Performance
The adviser manages separate accounts that have the same investment objec-
tives as the portfolios. The adviser manages these accounts using tech-
niques and strategies substantially similar, though not always identical,
to those used to manage the portfolios. Composites of the performance of
these separate accounts are listed below. The performance data for the
managed accounts reflects deductions for all fees and expenses. All fees
and expenses of the separate accounts were less than the operating ex-
penses of the portfolios. If the performance of the managed accounts was
adjusted to reflect the fees and expenses of the portfolios, the compos-
ite's performance would have been lower.
The adviser calculated its performance using the standards of the Associa-
tion for Investment Management and Research. Had the adviser calculated
its performance using the SEC's methods, its results might have differed.
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-
folios.
22
<PAGE>
<TABLE>
<CAPTION>
Calendar
Years Sirach Capital Management
Ended: Large Cap Growth Composite+ S&P 500 Index
-----------------------------------------------------------------------
<S> <C> <C>
1989 32.64% 31.65%
-----------------------------------------------------------------------
1990 -4.01% -3.14%
-----------------------------------------------------------------------
1991 38.62% 30.45%
-----------------------------------------------------------------------
1992 6.71% 7.66%
-----------------------------------------------------------------------
1993 14.71% 10.05%
-----------------------------------------------------------------------
1994 -9.24% 1.27%
-----------------------------------------------------------------------
1995 31.94% 37.53%
-----------------------------------------------------------------------
1996 21.39% 22.99%
-----------------------------------------------------------------------
1997 30.77% 33.33%
-----------------------------------------------------------------------
1998 29.62% 28.59%
-----------------------------------------------------------------------
1999 23.56% 21.03%
-----------------------------------------------------------------------
Average Annual Returns For Periods Ended 12/31/99
-----------------------------------------------------------------------
1-year 23.56% 21.03%
-----------------------------------------------------------------------
5-years 27.39% 28.55%
-----------------------------------------------------------------------
10 Years 17.37% 18.20%
+ The adviser's performance results were calculated using a model of
0.75%. Net returns to investors vary depending on the management fee.
The adviser's composite performance has been audited.
<CAPTION>
Calendar
Years Sirach Capital Management Lehman Brothers
Ended: Fixed Income Composite* Aggregate Bond Index
-----------------------------------------------------------------------
<S> <C> <C>
1989 13.93% 14.53%
-----------------------------------------------------------------------
1990 6.83% 8.96%
-----------------------------------------------------------------------
1991 18.79% 16.00%
-----------------------------------------------------------------------
1992 8.17% 7.40%
-----------------------------------------------------------------------
1993 11.65% 9.75%
-----------------------------------------------------------------------
1994 -1.91% -2.92%
-----------------------------------------------------------------------
1995 18.69% 18.47%
-----------------------------------------------------------------------
1996 4.87% 3.63%
-----------------------------------------------------------------------
1997 9.88% 9.65%
-----------------------------------------------------------------------
1998 8.03% 8.69%
-----------------------------------------------------------------------
1999 -0.02% 0.82%
-----------------------------------------------------------------------
Average Annual Returns For Periods Ended 12/31/99
-----------------------------------------------------------------------
1-year -0.02% 0.82%
-----------------------------------------------------------------------
5-years 8.12% 7.73%
-----------------------------------------------------------------------
10-years 8.31% 7.70%
</TABLE>
* The adviser's performance results were calculated using a model of
0.30%. Net returns to investors vary depending on the management fee.
The adviser's composite performance has been audited.
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.
23
<PAGE>
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 Growth and Bond Portfolios also offer Institutional Service Class
shares, which pay marketing or shareholder servicing fees. Since Institu-
tional Service Class shares have higher expenses, their performance will
be lower than the Institutional Class.
24
<PAGE>
Financial Highlights
The financial highlights table is intended to help you understand the fi-
nancial performance of this class of the portfolios 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 portfolios assuming all dividends and distributions were reinvest-
ed. PricewaterhouseCoopers LLP has audited this information. The financial
statements and the unqualified opinion of PricewaterhouseCoopers LLP are
included in the annual report of the portfolios, which is available upon
request by calling the UAM Funds at 1-877-826-5465.
GROWTH PORTFOLIO
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31, 1999 1998 1997 1996 1995
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $ 13.76 $ 15.44 $ 14.01 $ 11.35 $ 9.66
-----------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income
(Loss) (0.06) 0.02 0.12 0.12 0.15
Net Realized and
Unrealized Gain 3.37 1.47 3.55 2.65 1.70
-----------------------------------------------------------------------------
Total From Investment
Operations 3.31 1.49 3.67 2.77 1.85
-----------------------------------------------------------------------------
Distributions:
Net Investment Income -- (0.04) (0.13) (0.11) (0.16)
Net Realized Gain (2.44) (3.13) (2.11) -- --
-----------------------------------------------------------------------------
Total Distributions (2.44) (3.17) (2.24) (0.11) (0.16)
-----------------------------------------------------------------------------
Net Asset Value, End of
Period $ 14.63 $ 13.76 $ 15.44 $ 14.01 $ 11.35
-----------------------------------------------------------------------------
Total Return 26.90% 11.45% 30.86% 24.52% 19.33%
-----------------------------------------------------------------------------
Ratios and Supplemental
Data
Net Assets, End of Period
(Thousands) $62,231 $84,423 $132,530 $128,982 $114,787
Ratio of Expenses to
Average Net Assets 1.01% 0.91% 0.90% 0.87% 0.86%
Ratio of Net Investment
Income (Loss) to Average
Net Assets (0.35%) 0.17% 0.84% 0.97% 1.48%
Portfolio Turnover Rate 90% 103% 138% 151% 119%
</TABLE>
25
<PAGE>
SPECIAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31, 1999 1998 1997 1996 1995
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 10.09 $ 14.95 $ 17.98 $ 18.80 $ 16.10
--------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income
(Loss) (0.07) (0.10) (0.09) (0.06) 0.11
Net Realized and
Unrealized Gain (Loss) 5.85 (1.90) 0.98 3.51 3.65
--------------------------------------------------------------------------------
Total From Investment
Operations 5.78 (2.00) 0.89 3.45 3.76
--------------------------------------------------------------------------------
Distributions:
Net Investment Income -- -- -- (0.03) (0.11)
Net Realized Capital
Gains (2.51) (2.86) (3.92) (4.24) (0.95)
--------------------------------------------------------------------------------
Total Distributions (2.51) (2.86) (3.92) (4.27) (1.06)
--------------------------------------------------------------------------------
Net Asset Value, End of
Period $ 13.36 $ 10.09 $ 14.95 $ 17.98 $ 18.80
--------------------------------------------------------------------------------
Total Return 71.28% (14.99%) 8.11% 23.62% 25.31%
--------------------------------------------------------------------------------
Ratios and Supplemental
Data
Net Assets, End of
Period (Thousands) $184,377 $154,373 $368,430 $441,326 $498,026
Ratio of Expenses to
Average Net Assets 0.94% 0.92% 0.89% 0.87% 0.85%
Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.57%) (0.61%) (0.53%) (0.29%) 0.64%
Portfolio Turnover Rate 205% 126% 114% 129% 137%
STRATEGIC BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
Years Ended October 31, 1999 1998 1997 1996 1995
--------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $ 11.56 $ 12.44 $ 11.99 $ 10.75 $ 9.35
--------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income 0.25 0.28 0.37 0.36 0.36
Net Realized and
Unrealized Gain 1.49 0.88 1.81 1.24 1.39
--------------------------------------------------------------------------------
Total From Investment
Operations 1.74 1.16 2.18 1.60 1.75
--------------------------------------------------------------------------------
Distributions:
Net Investment Income (0.25) (0.29) (0.37) (0.36) (0.35)
Net Realized Capital
Gains (0.73) (1.75) (1.36) -- --
--------------------------------------------------------------------------------
Total Distributions (0.98) (2.04) (1.73) (0.36) (0.35)
--------------------------------------------------------------------------------
Net Asset Value, End of
Period $ 12.32 $ 11.56 $ 12.44 $ 11.99 $ 10.75
--------------------------------------------------------------------------------
Total Return 15.74% 10.63% 20.78% 15.13% 19.10%
--------------------------------------------------------------------------------
Ratios and Supplemental
Data
Net Assets, End of
Period (Thousands) $ 71,014 $ 84,522 $ 86,204 $ 83,430 $ 95,834
Ratio of Expenses to
Average Net Assets 1.01% 1.01% 0.97% 0.93% 0.87%
Ratio of Net Investment
Income to Average Net
Assets 2.00% 2.39% 3.06% 3.04% 3.49%
Portfolio Turnover Rate 83% 87% 128% 172% 158%
</TABLE>
26
<PAGE>
EQUITY PORTFOLIO
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31, 1999 1998 1997 1996#
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 15.59 $ 13.98 $ 10.97 $10.00
----------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income (Loss) (0.04) (0.01) 0.03 0.01
Net Realized and Unrealized Gain 4.08 2.01 3.06 0.97
----------------------------------------------------------------------------
Total From Investment Operations 4.04 2.00 3.09 0.98
----------------------------------------------------------------------------
Distributions:
Net Investment Income -- (0.01) (0.02) (0.01)
Net Realized Capital Gains (0.27) (0.38) (0.06) --
----------------------------------------------------------------------------
Total Distributions (0.27) (0.39) (0.08) (0.01)
----------------------------------------------------------------------------
Net Asset Value, End of Period $ 19.36 $ 15.59 $ 13.98 $10.97
----------------------------------------------------------------------------
Total Return+ 26.17% 14.63% 28.34% 9.80%@
----------------------------------------------------------------------------
Ratios and Supplemental Data
Net Assets, End of Period
(Thousands) $43,125 $37,939 $26,169 $6,410
Ratio of Expenses to Average Net
Assets 0.90% 0.90% 0.90% 1.03%*
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.21%) (0.08%) 0.30% 0.39%*
Portfolio Turnover Rate 121% 75% 89% 34%
</TABLE>
BOND PORTFOLIO
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31, 1999 1998++
--------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.35 $ 10.00
--------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income 0.60 0.59
Net Realized and Unrealized Gain (Loss) (0.54) 0.28
--------------------------------------------------------------------------
Total From Investment Operations 0.06 0.87
--------------------------------------------------------------------------
Distributions:
Net Investment Income (0.60) (0.52)
Net Realized Gain (0.11) --
--------------------------------------------------------------------------
Total Distributions (0.71) (0.52)
--------------------------------------------------------------------------
Net Asset Value, End of Period $ 9.70 $ 10.35
--------------------------------------------------------------------------
Total Return+ 0.58% 8.84%@
--------------------------------------------------------------------------
Ratios and Supplemental Data
Net Assets, End of Period (Thousands) $64,847 $63,409
Ratio of Expenses to Average Net Assets 0.50% 0.51%*
Ratio of Net Investment Income to Average Net Assets 5.90% 5.95%*
Portfolio Turnover Rate 170% 168%
</TABLE>
* Annualized
@ Not annualized
# For the period from July 1, 1996 (commencement of operation) to October
31, 1996.
++For the period from November 3, 1997 (commencement of operation) to
October 31, 1998.
+ Total return would have been different had certain fees not been waived
and certain expenses not been assumed by the adviser during the periods
indicated
27
<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 CUSIP Portfolio
Symbol Number Number
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio SGRWX 902555655 926
-----------------------------------------------------------------------------------
Equity Portfolio SIEQX 902555457 924
-----------------------------------------------------------------------------------
Special Equity Portfolio SSEPX 902555598 928
-----------------------------------------------------------------------------------
Strategic Balanced Portfolio SSBAX 902555622 930
-----------------------------------------------------------------------------------
Bond Portfolio SBNDX 902555291 922
</TABLE>
<PAGE>
The Sirach Portfolios
For investors who want more information about the portfolios, the follow-
ing documents are available upon request.
Annual/Semi-Annual Reports
The annual/semi-annual reports of the portfolios provide additional infor-
mation about their investments. In the annual report, you will also find a
discussion of the market conditions and investment strategies that signif-
icantly affected the performance of the portfolios during the last fiscal
year.
Statement of Additional Information
The SAI contains additional detailed information about the portfolios 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 portfolios' Investment Company Act of 1940 file number is 811-5683.
[LOGO OF UAM]
<PAGE>
UAM Funds
Funds for the Informed Investorsm
ICM Small Company Portfolio February 28, 2000
Institutional Class Prospectus as Supplemented March 27, 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 con-
trary 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? ............................. 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 ....................................................... 6
Account Policies ............................................................ 9
Small Accounts ............................................................. 9
Distributions .............................................................. 9
Federal Taxes .............................................................. 9
Portfolio Details .......................................................... 11
Principal Investments and Risks of the Portfolio .......................... 11
Other Investment Practices and Strategies ................................. 12
Year 2000 ................................................................. 13
Investment Management ..................................................... 14
Shareholder Servicing Arrangements ........................................ 14
Financial Highlights ....................................................... 16
</TABLE>
<PAGE>
Portfolio Summary
WHAT IS THE INVESTMENT OBJECTIVE OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
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 guarantee it will meet its investment objective. The
portfolio may not change its investment objective without shareholder ap-
proval.
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 normally seeks to achieve its objective by investing at
least 80% of its assets in common stocks of companies that have market
capitalizations within the market capitalization range of the Russell 2000
Index at the time of purchase.
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?
- -------------------------------------------------------------------------------
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.
1
<PAGE>
. Unforeseen occurrences in the securities markets negatively affect the
portfolio.
As with all equity funds, the risks that could affect the value of the
portfolio's shares and the total return on your investment include the
possibility that the equity securities held by the portfolio will experi-
ence sudden, unpredictable drops in value or long periods of decline in
value. This may occur because of factors affecting the securities markets
generally, an entire industry or sector or a particular company. This risk
is greater for small and medium sized companies, which tend to be more
vulnerable to adverse developments than larger companies.
HOW HAS THE PORTFOLIO PERFORMED?
- -------------------------------------------------------------------------------
The following information illustrates how the portfolio's performance has
varied from year to year. The bar chart shows the portfolio's performance
during each calendar year for the period shown in the chart. The average
annual return table compares the portfolio's average annual returns to
those of a broad-based securities market index. Returns are based on past
results and are not an indication of future performance.
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%
1999 -1.07%
<TABLE>
<CAPTION>
Quarter
Return Ended
-------------------------------------
<S> <C> <C>
Highest Quarter 30.05% 3/31/91
-------------------------------------
Lowest Quarter -25.21% 9/30/90
</TABLE>
Average Annual Returns For Periods Ended December 31,1999
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
--------------------------------------------------------
<S> <C> <C> <C>
ICM Small Company Portfolio -1.07% 14.32% 16.20%
--------------------------------------------------------
Russell 2000 Index 21.26% 16.69% 12.87%
</TABLE>
2
<PAGE>
WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIO?
- -------------------------------------------------------------------------------
Shareholder Transaction Fees (fees paid directly from your investment)
The portfolio is a no-load investment, which means there are no fees or
charges to buy or sell its shares, to reinvest dividends or to exchange
into other UAM Funds.
Annual Portfolio Operating Expenses (expenses that are deducted from portfolio
assets)
The portfolio does have annual operating expenses and as a shareholder you
pay them indirectly. This table describes the fees and expenses that you
may pay if you buy and hold shares of the portfolio.
<TABLE>
<CAPTION>
ICM Small Company Portfolio
-------------------------------------------------------------------
<S> <C>
Management Fee 0.70%
-------------------------------------------------------------------
Other Expenses 0.15%
-------------------------------------------------------------------
Total Annual Fund Operating Expenses* 0.85%
</TABLE>
* "Other Expenses" presented in the table above may be higher than the
expenses you would actually pay as a shareholder in the portfolio. This
is due to the fact that "Other Expenses" do not take into account any
expense offset arrangement the portfolio may have that would reduce its
custodian fee based on the amount of cash the portfolio maintains with
its custodian. Such an arrangement would have the effect of reducing the
portfolio's expenses.
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 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 5 Years 10 Years
-------------------------------------------------------------
<S> <C> <C> <C> <C>
ICM Small Company Portfolio $87 $271 $471 $1,049
</TABLE>
3
<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 You may not open an ac- To set up a plan, mail a
Investment count via ACH. completed application to
Plan (Via ACH) 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 $5,000,000 $1,000
Investments
UAM Funds
PO Box 219081
Kansas City, MO 64121
(Toll free) 1-877-UAM-LINK (826-5465)
www.uam.com
4
<PAGE>
REDEEMING SHARES
- --------------------------------------------------------------------------------
By Mail Send a letter signed by all registered parties on the
account 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 doc-
uments to redeem shares. Please see the Statement of Ad-
ditional 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 ap-
plication.
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 identifi-
cation number (PIN), please call 1-877-826-5465.
---------------------------------------------------------------------------
By If your account balance is at least $10,000, you may
Systematic transfer as little as $100 per month from your UAM Funds
Withdrawal account to your financial institution.
Plan
(Via ACH) To participate in this service, you must complete the
appropriate sections of the account application and mail
it to the UAM Funds.
EXCHANGING SHARES
- --------------------------------------------------------------------------------
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.
You can also exchange shares of the UAM Funds on the Internet at
www.uam.com. For login information, including your personal identification
number (PIN), please call 1-877-826-5465. 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
only exchange shares between accounts with identical registrations (i.e.,
the same names and addresses).
5
<PAGE>
TRANSACTION POLICIES
- -------------------------------------------------------------------------------
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 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 are purchased with remaining maturities of 60 days or less at amor-
tized cost, which approximates market value. The UAM Funds may use a pric-
ing service to value some of their assets, such as debt securities or for-
eign 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 re-
ceive 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.
6
<PAGE>
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. In addition, the UAM Funds may pay all or part of your re-
demption 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 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.
7
<PAGE>
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.
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.
8
<PAGE>
Account Policies
SMALL ACCOUNTS
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
Normally, the portfolio distributes its net investment income quarterly.
In addition, the portfolio distributes its net capital gains at least once
a year. The UAM Funds will automatically reinvest dividends and distribu-
tions in additional shares of the portfolio, unless you elect on your ac-
count application to receive them in cash.
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. You will be subject to income tax
on these distributions regardless of whether they are paid in cash or re-
invested 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, 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.
9
<PAGE>
Taxes on Exchanges and Redemptions
When you exchange or redeem shares in any UAM Fund, 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 (tax basis) and
the amount you receive for them. To aid in computing your tax basis, you
should keep your account statements for the periods during which you held
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
- -------------------------------------------------------------------------------
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 its objective and other policies
described in the SAI, the portfolio may change these strategies without
shareholder approval.
In What Types of Securities does the Portfolio Invest?
The portfolio normally seeks to achieve its objective by investing at
least 80% of its assets in common stocks of companies that have market
capitalizations within the market capitalization range of the Russell 2000
Index at the time of purchase. As of December 31, 1999, the Russell 2000
Index had a weighted average market capitalization of $1.3 billion and
consisted of companies with market capitalizations from $11 million to $13
billion. The portfolio may invest in equity securities listed on the New
York and American Stock Exchanges or traded on the over-the-counter mar-
kets operated by the National Association of Securities Dealers, Inc. The
portfolio invests mainly in common stocks, but it may also invest in other
types of equity securities.
How Does the Adviser Select Securities for the Portfolio?
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 portfolio's universe of potential in-
vestments to identify potentially undervalued securities. The adviser fur-
ther narrows the list of potential investments through traditional funda-
mental 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.
11
<PAGE>
What are the Characteristics and Risks of the Securities in which the
Portfolio Invests?
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 different voting and dividend rights and priority in case of the
bankruptcy of the issuer. Equity securities include common stocks, pre-
ferred 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 or sector, such as
increases in production costs, or factors directly related to a specific
company, such as decisions made by its management.
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 nar-
rower product lines and more limited financial resources. Their stocks may
trade less frequently and in limited volume.
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.
American Depositary Receipts (ADRs)
The portfolio may invest up to 20% of its total assets in 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.
12
<PAGE>
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.
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 de-
velopments.
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
- -------------------------------------------------------------------------------
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 prov-
13
<PAGE>
iders' contingency plans. The UAM Funds cannot predict the degree to which
the year 2000 issue will affect their investments or operations. Any nega-
tive consequences could adversely affect your investment in the UAM Funds.
INVESTMENT MANAGEMENT
- -------------------------------------------------------------------------------
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.
During its most recent fiscal year, the portfolio paid 0.70% in management
fees to its adviser, expressed as a percentage of average net assets.
Portfolio Managers
A team of the adviser's investment professionals has primary responsibil-
ity for the day-to-day management of the portfolio. For more information
on the composition of that team, including biographies of some of their
members, please see the SAI.
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.
14
<PAGE>
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.
15
<PAGE>
Financial Highlights
The financial highlights table is intended to help you understand the fi-
nancial performance of the portfolio for the fiscal periods indicated.
Certain information contained in the table reflects the financial results
for a single share. The total returns in the table represent the rate that
an investor would have earned on an investment in the portfolio assuming
all dividends and distributions were reinvested. PricewaterhouseCoopers
LLP has audited this information. The financial statements and the unqual-
ified opinion of PricewaterhouseCoopers LLP are included in the annual re-
port 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 1998 1997 1996 1995
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value
Beginning of Period $24.35 $27.82 $20.71 $19.04 $17.05
------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income 0.29 0.28 0.23 0.24 0.16
Net Realized and
Unrealized Gain (Loss) (0.30) (1.58) 8.27 2.59 2.70
------------------------------------------------------------------------------
Total From Investment
Operations (0.01) (1.30) 8.50 2.83 2.86
------------------------------------------------------------------------------
Distributions:
Net Investment Income (0.29) (0.24) (0.20) (0.24) (0.14)
Net Realized Capital
Gains (1.42) (1.93) (1.19) (0.92) (0.73)
------------------------------------------------------------------------------
Total Distributions (1.71) (2.17) (1.39) (1.16) (0.87)
------------------------------------------------------------------------------
Net Asset Value, End of
Period $22.63 $24.35 $27.82 $20.71 $19.04
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Total Return (0.13)% (5.04)% 43.28% 15.62% 17.73%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Ratios and Supplemental
Data
Net Assets, End of
Period (Thousands) $559,980 $618,590 $518,377 $320,982 $250,798
Ratio of Expenses to
Average Net Assets 0.85% 0.89% 0.89% 0.88% 0.87%
Ratio of Net Investment
Income to Average Net
Assets 1.18% 1.12% 0.97% 1.20% 1.02%
Portfolio Turnover Rate 32% 22% 23% 23% 20%
</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, check daily NAVs or get ad-
ditional information.
<TABLE>
<CAPTION>
Trading Symbol CUSIP Number Portfolio Number
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ICSCX 90255762 895
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ICM Small Company 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 811-5683.
[LOGO OF UAM]
