UAM FUNDS
ACADIAN PORTFOLIOS
INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 29, 1996
AS SUPPLEMENTED JUNE 28, 1996 AND JULY 3, l996
The information under the heading "FUND EXPENSES" on page 2 of
the Prospectus is amended as follows:
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
Acadian Acadian
Emerging Int'l
Markets Equity
Portfolio Portfolio
--------- ---------
<S> <C> <C>
Sales Imposed on Purchases NONE NONE
Sales Load Imposed on Reinvested Dividends NONE NONE
Deferred Sales Load NONE NONE
Redemption Fees 1%* 1%*
Exchange Fees NONE NONE
___________________
*A 1% redemption fee is charged on shares held less than 90 days.
</TABLE>
The information under the heading "PROSPECTUS SUMMARY-REDEMPTIONS
AND EXCHANGES" and "REDEMPTION OF SHARES" on Pages 3 and 19,
respectively, of the Prospectus is amended as follows:
Shares of each Portfolio may be redeemed by mail or
telephone, at any time, at the net asset value next
determined after receipt of the redemption request.
The redemption price may be more or less than the
purchase price. Shares held 90 days or more may be
redeemed without cost. Shares held less than 90 days
will be subject to a 1% redemption fee which is
retained by the Fund for the benefit of the remaining
shareholders and is intended to encourage long-term
investment in the Portfolios, to avoid transaction and
other expenses caused by early redemptions and to
facilitate portfolio management.
Finally, any other discussions of redemption fees (or the absence
of such fees) is amended to reflect the 1% redemption fee
discussed above.
July 31, 1996
<PAGE>
UAM FUNDS
ACADIAN PORTFOLIOS
INSTITUTIONAL CLASS SHARES
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 29, 1996 AS SUPPLEMENTED JUNE 28, 1996
The second paragraph under the heading "REDEMPTION OF SHARES" on
page 9 of the Statement of Additional Information is amended as
follows:
Shares of each Portfolio may be redeemed by mail or telephone, at
any time, at the net asset value next determined after receipt of
the redemption request. The redemption price may be more or less
than the purchase price. Shares held 90 days or more may be
redeemed without cost. Shares held less than 90 days will be
subject to a 1% redemption fee which is retained by the Fund for
the benefit of the remaining shareholders and is intended to
encourage long-term investment in the Portfolios, to avoid
transaction and other expenses caused by early redemptions and to
facilitate portfolio management.
July 31, 1996
