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UAM Funds
Funds for the Informed Investor sm
Pell Rudman Mid-Cap Growth Portfolio
Institutional Class Shares Prospectus September 1, 2000
as Supplemented October 10, 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.
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Table Of Contents
<TABLE>
<S> <C>
Fund Summary..................................................................1
What is the Fund's Objective?................................................1
What are the Fund's Principal Investment Strategies?.........................1
What are the Fund's Principal Risks?.........................................2
How Has the Fund Performed?..................................................3
What are the Fund's Fees and Expenses?.......................................4
Investing with the UAM Funds..................................................5
Buying Shares................................................................5
Redeeming Shares.............................................................6
Exchanging Shares............................................................8
Transaction Policies.........................................................8
Account Policies............................................................10
Additional Information About the Fund........................................12
Other Investment Practices and Strategies...................................12
Investment Management.......................................................13
Shareholder Servicing Arrangements..........................................16
Financial Highlights.........................................................17
</TABLE>
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Fund Summary
WHAT IS THE FUND'S OBJECTIVE?
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The fund seeks long-term capital appreciation. The fund may change its in-
vestment objective without shareholder approval.
WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
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The primary focus of the fund is on quality growth companies with medium
market capitalizations. The fund normally invests at least 65% of its to-
tal assets in common stocks of companies with medium market capitaliza-
tions, which are defined as companies with market capitalizations within
the range of the Russell Mid Cap Growth Index at the time of purchase. As
of September 30, 2000, the Russell Midcap Growth Index had a weighted av-
erage market capitalization of $9.9 billion. As of the same date the
smallest company in the Russell Midcap Growth Index had a market capital-
ization of $260 million and the largest company had a market capitaliza-
tion of 34.5 billion.
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.
The adviser emphasizes bottom-up (i.e., it focuses on individual stocks
rather than industries or sectors) fundamental stock selection that con-
centrates on companies that can deliver consistently strong earnings
growth, cash flow growth, and return on equity. The adviser looks for a
proven history of growth because it believes that such a history is indic-
ative of the value of the underlying franchise or market position. These
companies typically have a proprietary product or business approach that
allows them to be leaders within their respective industries. The adviser
also looks for strong management that is shareholder-oriented and is pur-
suing a clear, profit-oriented business strategy.
The adviser narrows potential candidates by looking for companies that may
outperform in the future and/or possess a catalyst that may allow the
stock to recognize its potential. Typical catalysts include:
. New products.
. Acceleration in revenues.
. Expanding profit margins.
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. Companies with strong growth-oriented fundamentals that have experi-
enced a recent and/or significant correction in valuation.
. Companies with positive earnings momentum.
The adviser also emphasizes diversification in terms of sector exposure as
well as the number of securities held, and normally expects low turnover
of holdings.
Companies are constantly evaluated in terms of growth characteristics rel-
ative to valuations by comparing the price-to-earnings growth rate of cur-
rent fund holdings to potential purchase candidates. Securities are con-
sidered candidates for sale based on their performance relative to certain
benchmarks. The adviser may also sell a security at any time because of
deteriorating fundamentals, valuations or relative performance.
WHAT ARE THE FUND'S PRINCIPAL RISKS?
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As with all mutual funds, at any time, your investment in the fund may be
worth more or less than the price that you originally paid for it. There
is also a possibility that the fund will not achieve its goal. This could
happen because its strategy failed to produce the intended results or be-
cause the adviser did not implement its strategy properly. The fund's
shares are not bank deposits and are not guaranteed, endorsed or insured
by any financial institution, government authority or the FDIC. You may
lose money by investing in the fund.
As with all equity funds, the risks that could affect the value of the
fund's shares and the total return on your investment include the possi-
bility that the equity securities held by the fund will experience sudden,
unpredictable drops in value or long periods of decline in value. This may
occur because of factors that affect the securities markets generally,
such as adverse changes in economic conditions, the general outlook for
corporate earnings, interest rates or investor sentiment. Equity securi-
ties may also lose value because of factors affecting an entire industry
or sector, such as increases in production costs, or factors directly re-
lated 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.
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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 value of
other stocks.
HOW HAS THE FUND PERFORMED?
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The following information illustrates some of the risks of investing in
the fund. The bar chart shows how performance of the fund has varied from
year to year. The average annual return table compares average annual re-
turns of the fund to those of a broad-based securities market index. Re-
turns are based on past results and are not an indication of future per-
formance.
Calendar Year Returns
[GRAPH]
1999 35.69%
During the periods shown in the chart for the fund, the highest return for
a quarter was 26.15% (quarter ending 12/31/99) and the lowest return for a
quarter was -4.25% (quarter ending 06/30/00). For the period from January
1, 2000, through June 30, 2000, the fund returned 15.02%.
Average Annual Returns For Periods Ended December 31, 1999
<TABLE>
<CAPTION>
Since
1 Year 9/10/98*
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<S> <C> <C>
Pell Rudman Mid-Cap Growth Portfolio 35.69% 49.18%
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Russell Mid-Cap Growth index 51.30% 68.06%
</TABLE>
* Beginning of operations. Index comparisons begin on September 30, 1998.
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WHAT ARE THE FUND'S FEES AND EXPENSES?
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Shareholder Transaction Fees (fees paid directly from your investment)
The fund 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 Fund Operating Expenses (expenses that are deducted from fund assets)
The fund 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 fund.
<TABLE>
<S> <C>
Management Fees 1.00%
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Other Expenses* 1.31%
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Total Annual Fund Operating Expenses 2.31%
</TABLE>
* "Other Expenses" presented in the table above may be higher than the ex-
penses you would actually pay as a shareholder in the fund because the
adviser has voluntarily agreed to limit the expenses of the fund to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commissions and extraordinary expenses) from exceeding 1.30%
of its 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 expense offset arrangement the fund may have that
would reduce its custodian fee based on the amount of cash the fund
maintains with its custodian. This would also have the effect of reduc-
ing the fund's expenses.
Example
This example can help you to compare the cost of investing in the fund to
the cost of investing in other mutual funds. The example assumes you in-
vest $10,000 in the fund 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 reinvested 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
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<S> <C> <C> <C>
$234 $721 $1,235 $2,646
</TABLE>
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Investing with the UAM Funds
BUYING SHARES
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By Mail
You can open an account with the fund by sending a check or money order
and your account application to the UAM Funds. You should make your check
or money order payable to the "UAM Funds." The UAM Funds do not accept
third-party checks. You can add to an existing account by sending a check
and, if possible, the "Invest by Mail" stub that accompanied your state-
ment to the UAM Funds. Be sure your check identifies clearly your name,
your account number and the fund name.
Regular Mail Address
UAM Funds
PO Box 219081
Kansas City, MO 64121
Express Mail Address
UAM Funds
210 West 10th Street
Kansas City, MO 64105
By Wire
To open an account by wire, first call 1-877-826-5465 for an account num-
ber and wire control number. Next, send your completed account application
to the UAM Funds. Finally, wire your money using the wiring instructions
set forth below. To add to an existing account by wire, call 1-877-826-
5465 to get a wire control number and wire your money to the UAM Funds.
Wiring Instructions
United Missouri Bank
ABA # 101000695
UAM Funds
DDA Acct. # 9870964163
Ref: fund name/account number/
account name/wire control number
By Automatic Investment Plan (Via Automated Clearing House or ACH)
You may not open an account via ACH. However, once you have established an
account, you can set up an automatic investment plan by mailing a com-
pleted application to the UAM Funds. To cancel or change a plan, write to
the UAM Funds. Allow up to 15 days to create the plan and 3 days to cancel
or change it.
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Minimum Investments
You can open an account with the fund with a minimum initial investment of
$2,500 ($500 for individual retirement accounts (IRAs) and $250 for
Spousal IRAs). You can buy additional shares for as little as $100.
Fund Codes
The fund's reference information, which is listed below, will be helpful
to you when you contact the UAM Funds to purchase or exchange shares,
check daily net asset value per share (NAV) or get additional information.
<TABLE>
<CAPTION>
Trading
Symbol CUSIP Fund Code
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<S> <C> <C>
PRMIX 902556760 920
</TABLE>
Rights Reserved by the UAM Funds
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.)
REDEEMING SHARES
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By Mail
Send a letter to the UAM Funds specifying:
. The fund name;
. The account number;
. The dollar amount or number of shares you wish to redeem;
. The account name(s); and
. The address.
All registered share owner(s) in the exact name(s) and any special capac-
ity in which they are registered must sign the letter.
Certain shareholders may need to include additional documents to redeem
shares. Please see the Statement of Additional Information (SAI) if you
need more information.
Regular Mail Address
UAM Funds
PO Box 219081
Kansas City, MO 64121
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By Telephone
You may redeem shares over the phone by calling 1-877-826-5465. To partic-
ipate in this service and to receive your redemptions by wire, you must
complete the appropriate sections of the account application and mail it
to the UAM Funds.
Online
You can redeem shares on the Internet at www.uam.com. For login informa-
tion, including your personal identification number (PIN), please call 1-
877-826-5465.
By Systematic Withdrawal Plan (Via ACH)
If your account balance is at least $10,000, you may transfer as little as
$100 per month from your UAM Funds account to another financial institu-
tion. To participate in this service, you must complete the appropriate
sections of the account application and mail it to the UAM Funds.
Payment of Redemption Proceeds
Redemption proceeds can be mailed to your account address, sent to your
bank by ACH transfer or wired to your bank account (provided that your
bank information is already on file). The UAM Funds will pay for all
shares redeemed within seven days after they receive a redemption request
in proper form.
The UAM Funds may require that a bank or member firm of a national securi-
ties exchange guarantee signatures. A notary public cannot guarantee a
signature. Signature guarantees are for the protection of shareholders.
Before they grant a redemption request, the UAM Funds may require a share-
holder to furnish additional legal documents to insure proper authoriza-
tion.
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.
Rights Reserved by the UAM Funds
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.
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EXCHANGING SHARES
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At no charge, you may exchange shares of one UAM Fund for shares of the
same class of any other UAM Fund by writing to or calling the UAM Funds.
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).
Rights Reserved by the UAM Funds
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.
TRANSACTION POLICIES
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Calculating Your Share Price
You may buy, sell or exchange shares of a UAM Fund on each day the New
York Stock Exchange is open at a price equal to its NAV next computed af-
ter it receives and accepts your order. NAVs are calculated as of the
close of trading on the New York Stock Exchange (generally 4:00 p.m. East-
ern Time). Therefore, to receive the NAV on any given day, the UAM Funds
must accept your order before the close of trading 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 business day.
Since securities that are traded on foreign exchanges may trade on days
when the New York Stock Exchange is closed, 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 current market prices to
value their investments. However, the UAM Funds may value investments at
fair value when market prices are not readily available or when events oc-
cur that make established valuation methods (such as stock ex-
8
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change closing prices) unreliable. The UAM Funds will determine an invest-
ment's fair value according to methods established by the Board. The UAM
Funds value debt securities that are purchased with remaining maturities
of 60 days or less at amortized cost, which approximates market value. The
UAM Funds may use a pricing service to value some of their assets, such as
debt securities or foreign securities.
Buying or Selling Shares through a Financial Intermediary
You may buy or sell shares of the UAM Funds through a financial intermedi-
ary (such as a financial planner or adviser). Generally, to buy or sell
shares at the NAV of any given day your financial intermediary must re-
ceive your order before the close of trading on the New York Stock Ex-
change that day. Your financial intermediary is responsible for transmit-
ting all purchase and redemption requests, investment information, docu-
mentation and money to the UAM Funds on time. Your financial intermediary
may charge additional transaction fees for its services.
Certain financial intermediaries have agreements with the UAM Funds that
allow them to enter confirmed purchase or redemption orders on behalf of
clients and customers. Under this arrangement, the financial intermediary
must send your payment to the UAM Funds by the time they price their
shares on the following business day. If your financial intermediary fails
to do so, it may be responsible for any resulting fees or losses.
In-Kind Transactions
Under certain conditions and at the UAM Funds' discretion, you may pay for
shares of a UAM Fund with securities instead of cash. In addition, the UAM
Funds may pay all or part of your redemption proceeds with securities in-
stead of cash.
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 reasonably believed to be genuine.
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ACCOUNT POLICIES
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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; or
. When the value of your account falls because of market fluctuations
and not your redemptions.
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 fund distributes its net investment income quarterly and its
net capital gains at least once a year. The UAM Funds will automatically
reinvest dividends and distributions in additional shares of the fund, un-
less you elect on your account application to receive them in cash.
Federal Taxes
The following is a summary of the federal income tax consequences of in-
vesting in the fund. This summary does not apply to shares held in an in-
dividual retirement account or other tax-qualified plan, which are not
subject to current tax. Transactions relating to shares held in such ac-
counts may, however, be taxable at some time in the future. You should al-
ways consult your tax advisor for specific guidance regarding the tax ef-
fect of your investment in the UAM Funds.
Taxes on Distributions Distributions of the fund will generally be taxable
to shareholders 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. The amount of tax you may pay
on a distribution will be based on the amount of time the fund held its
investments, not how long you held your shares. Dividends and distribu-
tions of short-term capital gains (capital gains relating to securities
held for twelve months or less) are generally taxable at the same rate as
ordinary income. Distributions of long-term capital gains (capital gains
relating to securities held for more than twelve months) are generally
taxable as long-term capital gains. Once a year UAM Funds will send you a
statement showing the types and total amount of distributions you received
during the previous year.
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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 a dividend"
and should be avoided.
The fund's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends the fund receives from U.S. corpora-
tions may be eligible for the corporate dividends-received deduction, sub-
ject to certain holding period requirements and financing limitations.
If the fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the fund received
from sources in foreign countries. The fund may elect to treat some of
those taxes as a distribution to shareholders, which would allow share-
holders to offset some of their U.S. federal income tax.
Taxes on Exchanges and Redemptions When you exchange or redeem shares in
the fund, you may recognize a capital gain or loss for federal tax purpos-
es. 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.
Generally, your gain or loss will be long-term or short-term depending on
whether your holding period exceeds 12 months. However, any loss you real-
ize on shares held for six months or less will be treated as a long-term
capital loss to the extent of any long-term capital gain distributions you
received on the shares.
Backup Withholding By law, the fund must withhold 31% of your distribu-
tions and redemption proceeds if you fail (i) to provide complete, correct
taxpayer information, (ii) to properly include on your return payments of
taxable interest or dividends, or (iii) to certify to the fund that you
are not subject to back-up withholding when required to do so or that you
are an "exempt recipient."
State and Local Taxes
You may also have to pay state and local taxes on distributions and re-
demptions. However, state taxes may not apply to portions of distributions
that are attributable to interest on federal securities. As mentioned
above, you should always consult your tax advisor for specific guidance
regarding the tax effect of your investment in the fund.
11
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Additional Information about the Fund
OTHER INVESTMENT PRACTICES AND STRATEGIES
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In addition to its principal investment strategies, the fund may use the
investment strategies described below. The fund 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 more information concern-
ing any of the fund's investment practices and its risks, you should read
the SAI.
Derivatives
The fund may invest in derivatives, a category of investments that in-
cludes forward foreign currency exchange contracts, futures, options and
swaps to protect its investments against changes resulting from market
conditions (a practice called "hedging"), to reduce transaction costs or
to manage cash flows. Forward foreign currency exchange contracts, futures
and options are called derivatives because their value is based on an un-
derlying asset or economic factor. Derivatives are often more volatile
than other investments and may magnify the fund's gains or losses. There
are various factors that affect the fund's ability to achieve its objec-
tives with derivatives. Successful use of a derivative depends on the de-
gree to which prices of the underlying assets correlate with price move-
ments in the derivatives the fund buys or sells. The fund could be nega-
tively affected if the change in market value of its securities fails to
correlate perfectly with the values of the derivatives it purchased or
sold.
Foreign Securities
The fund may invest in securities of companies located outside of the
United States, American Depositary Receipts, European Depositary Receipts
and other similar global instruments. When the fund invests in foreign se-
curities, it will be subject to risks not typically associated with domes-
tic securities. Foreign investments, especially those of companies in
emerging markets, can be riskier and more volatile than investments in the
United States. Adverse political and economic developments or changes in
the value of foreign currency can make it harder for the fund to sell its
securities and could reduce the value of your shares. Differences in tax
and accounting standards and difficulties in obtaining information about
foreign companies can negatively affect investment decisions. Unlike more
established markets, emerging markets may have governments that are less
stable, markets that are less liquid and economies that are less devel-
oped.
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Short-Term Investing
At times, the adviser may decide to invest up to 100% of the fund'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 securities
for temporary defensive purposes, to earn a return on uninvested assets or
to meet redemptions. The adviser may temporarily adopt a defensive posi-
tion to reduce changes in the value of the shares of the fund that may re-
sult from adverse market, economic, political or other developments. When
the adviser pursues a temporary defensive strategy, the fund may not
profit from favorable developments that it would have otherwise profited
from if it were pursuing its normal strategies. Likewise, these strategies
may prevent the fund from achieving its stated objectives.
INVESTMENT MANAGEMENT
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Investment Adviser
Pell Rudman Trust Company, N.A., a nationally chartered trust company lo-
cated at 100 Federal Street, Boston, Massachusetts 02110, is the invest-
ment adviser to the fund. The adviser manages and supervises the invest-
ment of the fund's assets on a discretionary basis. The adviser, an affil-
iate of United Asset Management Corporation, has provided comprehensive
and integrated financial services to individuals and selected institu-
tional clients since 1980.
The fund has agreed to pay the adviser a management fee equal to 1.00% of
the fund's average net assets. In addition, the adviser has voluntarily
agreed to limit the total expenses of the fund to 1.30% of its average net
assets. To maintain this expense limit, the adviser may waive a portion of
its management fee and/or reimburse certain expenses of the fund. The ad-
viser intends to continue its expense limitation until further notice, but
may discontinue it at any time. During its most recent fiscal year, the
fund paid 0.00% of its average net assets in advisory fees to the adviser.
13
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Portfolio Managers
A team of investment professionals manages the fund; however, Jeffrey S.
Thomas has overall responsibility for the day-to-day management of the
fund. Listed below are the investment professionals that comprise that
team and a brief description of their business experience.
<TABLE>
<CAPTION>
Manager Experience
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<C> <S>
Jeffrey S. Thomas, CFA Mr. Thomas joined the adviser in 1986 and he is
currently Chief Investment Officer. Mr. Thomas
heads the Investment Committee and oversees the
portfolio management of all client portfolios of
the adviser. Before joining the adviser, he was
Vice President, Scudder Stevens & Clark, 1981-1986;
Senior Investment Officer, Bank of New England,
1979-1981; and Investment Officer, The Northern
Trust Company, 1973-1979. Mr. Thomas is a member of
the Boston Security Analysts Society, Bank Analysts
Association of Boston and President of Boston Media
Analysts Group. He earned his BS in Finance and
Economics from Miami University (Ohio) and his MBA
in Finance from the University of Chicago. He is a
Chartered Financial Analyst and Chartered
Investment Counselor.
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Frederick L. Weiss, CFA Mr. Weiss is Director of Research and heads the
research efforts of the investment team. Before
joining the adviser in 1989, he was Vice President
and Senior Analyst, Adams, Harkness & Hill, 1989;
Vice President State Street Research and
Management, 1983-1988; and Analyst, State Street
Research and Management, 1979-1983. Mr. Weiss is a
member of the Boston Security Analyst Society and
Healthcare, Technology and Chemicals Analysts
Society. He earned his AB from Harvard College,
Magna Cum Laude, and his MBA from Harvard Business
School, with honors. He is a Chartered Financial
Analyst.
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Jay Pearlstein, CFA, CPA Mr. Pearlstein is a Senior Research Analyst and
Portfolio Manager providing equity research on a
number of industries. Before joining the adviser in
1996, he was a Vice President of the Equity
Research Department and on the Investment Policy
Committee, Loomis Sayles & Co., 1981-1996; Staff
Analyst, Gulf Oil Corporation, 1980; and Senior
Auditor at Coopers & Lybrand, 1977-1979. Mr.
Pearlstein earned his BA in Accounting from
Michigan State University, Summa Cum Laude. He
received the Board of Trustees Award for graduating
first in his class and was the recipient of a
National Merit Scholarship, Financial Executives
Institute Award and Alpha Kappa Psi Scholarship
Key. He also earned his MBA, with distinction, from
Harvard University Graduate School of Business
Administration where he received First-Year Honors.
He is a Chartered Financial Analyst and a Certified
Public Accountant.
</TABLE>
14
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Adviser's Historical Performance
The adviser manages separate accounts that have the same investment objec-
tives as the portfolio. The adviser manages these accounts using tech-
niques and strategies substantially similar, though not always identical,
to those used to manage the portfolio. A composite of the performance of
these separate accounts is listed below.
The performance data for the managed accounts reflects deductions for the
fees and expenses of such accounts. The average fees and expenses of the
separate accounts were less than the operating expenses of the portfolio.
If the performance of the managed accounts was adjusted to reflect the
fees and expenses of the portfolio, the composite's performance would have
been lower. The adviser calculated its performance based on a time-
weighted and asset-weighted total rate of return. Time weighting is a
method of calculating the performance to recognize any cash additions to,
or withdrawals from, the account. Asset weighting is method of calculating
performance that is designed to recognize all assets managed in the com-
posite as though they were managed in one large account, which means that
larger accounts will have a proportionately greater rate of impact on the
composite's rate of return than smaller accounts. The SEC standardized av-
erage annual total return is neither time-weighted nor asset-weighted and
is determined for specified periods by computing the annualized percentage
change in the value of the initial amount that is invested in a share
class of the portfolio at the maximum public offering price. Had the ad-
viser calculated its performance using the SEC's methods for investment
companies, 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 is for illustrative
purposes only and is not intended to predict or suggest the performance of
the portfolio.
15
<PAGE>
<TABLE>
<CAPTION>
Pell Rudman Trust Russell
Company, N.A. Mid-Cap
Composite* Growth Index
-----------------------------------------------------------
<S> <C> <C>
Calendar Years Ended:
1992 35.93% 14.09%
-----------------------------------------------------------
1993 28.44% 11.19%
-----------------------------------------------------------
1994 2.12% (2.16)%
-----------------------------------------------------------
1995 36.26% 33.98%
-----------------------------------------------------------
1996 18.64% 17.48%
-----------------------------------------------------------
1997 22.52% 22.54%
-----------------------------------------------------------
1998 23.95% 17.86%
-----------------------------------------------------------
1999 34.90% 51.29%
-----------------------------------------------------------
Average Annual Returns For Periods Ended 6/30/00
1-year 42.69% 48.60%
-----------------------------------------------------------
3-years 29.09% 30.40%
-----------------------------------------------------------
5-years 27.72% 26.37%
-----------------------------------------------------------
Since Inception (6/1/92) 27.54% 21.38%
</TABLE>
* The adviser's returns presented above are net of an average annual fee
of 0.70%. During the period shown (6/1/92-6/30/00), fees on the
adviser's individual accounts ranged from 0.50% to 1.00%. The adviser's
composite has not been audited.
SHAREHOLDER SERVICING ARRANGEMENTS
-------------------------------------------------------------------------------
Brokers, dealers, banks, trust companies and other financial representatives
may receive compensation from the fund or its service providers for providing
a variety of services. This section briefly describes how the financial repre-
sentatives may get paid.
For providing certain services to their clients, financial representatives may
be paid a fee based on the assets of the fund that are attributable to the fi-
nancial representative. These services may include record keeping, transaction
processing for shareholders' accounts and certain shareholder services not
currently offered to shareholders that deal directly with the fund. In addi-
tion, your financial representatives may charge you other account fees for
buying or redeeming shares of the fund or for servicing your account. Your fi-
nancial representative should provide you with a schedule of its fees and
services.
The fund may pay all or part of the fees paid to financial representatives.
Periodically, the UAM Funds' board reviews these arrangements to ensure that
the fees paid are appropriate for the services performed. The fund does 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 repre-
sentatives for distribution and marketing services performed with respect to
the fund. The adviser may also pay its affiliated companies for distribution
and marketing services performed with respect to the fund.
16
<PAGE>
Financial Highlights
The financial highlights table is intended to help you understand the fi-
nancial performance of the fund 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 fund assuming all divi-
dends and distributions were reinvested. PricewaterhouseCoopers LLP has
audited this information. The financial statements and the unqualified
opinion of PricewaterhouseCoopers LLP are included in the annual report of
the fund, which is available upon request by calling the UAM Funds at 1-
877-826-5465.
<TABLE>
<CAPTION>
Periods Ended April 30, 2000 1999#
------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 12.76 $10.00
Income from Investment Operations:
Net Investment Income (0.12) (0.02)
Net Realized and Unrealized Gain (Loss) 6.41 2.78
Total From Investment Operations 6.29 2.76
Distributions:
Net Realized Gain (0.02) --
Net Asset Value, End of Period $ 19.03 $12.76
Total Return+ 49.49% 27.50%++
Ratios and Supplemental Data
Net Assets, End of Period (Thousands) $17,703 $6,185
Ratio of Expenses to Average Net Assets 1.31% 1.30%*
Ratio of Net Investment Income to Average Net Assets (0.95)% (0.68)%*
Portfolio Turnover Rate 42% 24%
</TABLE>
# For the period from September 10, 1998 (commencement of operations),
through April 30, 1999.
* Annualized
++Not annualized
+ Total return would have been lower had certain fees not been waived and
certain expenses not been assumed by the adviser during the periods in-
dicated.
17
<PAGE>
Pell Rudman Mid-Cap Growth Portfolio
Investors who want more information about the fund should read the fund's
annual/semi-annual reports and the fund's statement of additional informa-
tion. The annual/semi-annual reports of the fund provide additional infor-
mation about its 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 fund during the last fiscal year.
The statement of additional information contains additional detailed in-
formation about the fund and is incorporated by reference into (legally
part of) this prospectus.
Investors can receive free copies of the statement of additional informa-
tion, 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 fund (including the
statement of additional information) 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 fund 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, after paying a duplicating fee,
by electronic request at the following E-mail address: [email protected],
or by writing the Securities and Exchange Commission's Public Reference
Section, Washington, D.C. 20549-0102.
Investment Company Act of 1940 file number: 811-8544.
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