UAM FUNDS INC, 497, 2000-12-28

UAM FUNDS INC
497, 2000-12-28

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<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

Acadian Emerging Markets Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

The second sentence of the second paragraph under the section titled "What is
the Investment Objective of the Portfolio?" is hereby deleted and replaced
with the following: "The portfolio may change its investment objective without
shareholder approval."

The Example in the section "What are the Fees and Expenses of the Portfolio?-
is hereby deleted and replaced as follows:

WHAT ARE THE FEES AND EXPENSES OF THE PORTFOLIO?

Example

This example can help you to compare the cost of investing in this
portfolio 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 reinvested 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>
Acadian Emerging Markets Portfolio........... $164 $508 $876 $1,911
</TABLE>

Under the section titled "Investment Management-Investment Adviser," (1) the
first sentence is hereby deleted and replaced as follows: "Acadian Asset
Management, Inc., a Massachusetts corporation located at Ten Post Office
Square, Boston, Massachusetts 02110, is the investment adviser to the
portfolio." and (2) the following should be added: "United Asset Management
Corporation is a wholly-owned subsidiary of Old Mutual plc., a United Kingdom
based financial services group."

1
<PAGE>

UAM FUNDS

ACADIAN EMERGING MARKETS PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). The portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, the portfolio
will not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. The portfolio will not:

. Borrow money, except to the extent permitted by applicable law, as
amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction and the guidelines set forth in a
portfolio's prospectus and statement of additional information as they
may be amended from time to time.

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

. Underwrite securities of other issuers, except insofar as a portfolio
may technically be deemed to be an underwriter under the Securities Act
of 1933 in connection with the purchase or sale of its portfolio
securities.

. Concentrate its investments in the securities of one or more issuers
conducting their principal business activities in the same industry
(other than securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities).

. Purchase or sell real estate, except (1) to the extent permitted by
applicable law, as amended and interpreted or modified from time to time
by any regulatory authority having jurisdiction, (2) that a portfolio
may invest in, securities of issuers that deal or invest in real estate
and (3) that a portfolio may purchase securities secured by real estate
or interests therein.

. Purchase or sell commodities or contracts on commodities except that a
portfolio may engage in financial futures contracts and related options
and currency contracts and related options and may otherwise do so in
accordance with applicable law and without registering as a commodity
pool operator under the Commodity Exchange Act.
<PAGE>

. Make loans to other persons, except that a portfolio may lend its
portfolio securities in accordance with applicable law, as amended and
interpreted or modified from time to time by any regulatory authority
having jurisdiction and the guidelines set forth in a portfolio's
prospectus and statement of additional information as they may be
amended from time to time. The acquisition of investment securities or
other investment instruments shall not be deemed to be the making of a
loan.

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. The portfolio may not borrow money, except that (1) the portfolio may
borrow from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements, in amounts up to 331/3% of its total assets
(including the amount borrowed), (2) the portfolio may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the
portfolio may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
portfolio may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.

Notwithstanding the investment restriction above, the portfolio may not
borrow amounts in excess of 331/3% of its total assets, taken at market
value, and then only from banks as a temporary measure for extraordinary
or emergency purposes such as the redemption of portfolio shares. The
portfolio will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription
rights.

. The portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

. The portfolio may purchase and sell foreign currency, purchase options
on foreign currency and foreign currency exchange contracts.

. The portfolio may invest in the securities of foreign issuers.

. The portfolio may purchase shares of other investment companies to the
extent permitted by applicable law. The portfolio may, notwithstanding
any fundamental policy or other limitation, invest all of its investable
assets in securities of a single open-end management investment company
with substantially the same investment objectives, policies and
limitations.

-2-
<PAGE>

The 1940 Act currently permits the portfolio to invest up to 10% of its
total assets in the securities of other investment companies. However,
the portfolio may not invest more than 5% of its total assets in the
securities of any one investment company or acquire more than 3% of the
outstanding securities of any one investment company.

. The portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

The portfolio intends to follow the policies of the SEC as they are
adopted from time to time with respect to illiquid securities, including
(1) treating as illiquid securities that may not be disposed of in the
ordinary course of business within 7 days at approximately the value at
which the portfolio has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.

. The portfolio may write covered call options and may buy and sell put
and call options.

. The portfolio may enter into repurchase agreements.

. The portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of
the portfolio's total assets taken at market value. In addition, the
portfolio must receive at least 100% collateral.

. The portfolio may sell securities short and engage in short sales
"against the box."

. The portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

The Board manages the business of the Fund. The Board elects officers to manage
the day-to-day operations of the Fund and to execute the policies the Board has
formulated. The Fund pays each board member who is not also an officer or an
affiliated person (independent board member) the following fees:

. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;
. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year

In addition, the Fund reimburses each independent trustee for travel and other
expenses incurred while attending Board meetings. The $3,000 meeting fee and
expense reimbursements are

-3-
<PAGE>

aggregated for all of the trustees and allocated proportionally among all of the
portfolios in the UAM Funds Complex. The Fund does not pay interested trustees
or officers for their services and trustees or officers.

Under the section titled "Management of the Fund," James P. Pappas, Norton
H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty are
hereby deleted from the table which contains the Board members and officers of
the Fund. The following information is hereby added to the table:

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM THE FUND AS FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE OF OCTOBER 31, COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.

---------------------------------------------------------------------------------------------------------------

Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.

---------------------------------------------------------------------------------------------------------------

Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.

---------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," (1) the first sentence is hereby deleted and replaced as
follows: "Acadian Asset Management, Inc., a Massachusetts corporation located at
Ten Post Office Square, Boston, Massachusetts 02110, is the investment adviser
to the portfolio." and (2) the following should be added: "United Asset
Management Corporation is a wholly-owned subsidiary of Old Mutual plc., a United
Kingdom based financial services group."

-4-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The C&B Portfolios

C&B Equity Portfolio
C&B Equity Portfolio for Taxable Investors
C&B Mid Cap Equity Portfolio
C&B Balanced Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

The third sentence of the first paragraph under the section titled "What are
the Investment Objectives of the Portfolios?" is hereby deleted and replaced
with the following: "The C&B Equity Portfolio, C&B Mid Cap Equity and C&B
Balanced Portfolios may each change its investment objective without
shareholder approval. The C&B Equity Portfolio for Taxable Investors may not
change its investment objective without shareholder approval."

The third paragraph under the section titled "What are the Principal
Investment Strategies of the Portfolio?" and the entire paragraph under
"Principal Investments and Risks of the Portfolios-Mid Cap Equity Portfolio"
are hereby deleted and replaced with the following: "The Mid Cap Equity
Portfolio normally seeks its objective by investing, under normal
circumstances, at least 65% of its assets in the common stocks of companies
with middle market capitalizations (companies with market capitalizations in
the range of $500 million to $5 billion) or in common stocks of companies
whose market capitalizations are within the range of companies contained in
the Russell Mid-Cap Value Index. The portfolio will not necessarily sell
securities of companies whose capitalization drifts outside of the target
range. As of November 30, 2000, the Russell Mid-Cap Value Index had a weighted
average market capitalization of $7.1 billion and was comprised of companies
with market capitalizations ranging from $80 million to $2.1 billion. The
portfolio may also invest in other types of equity securities."

Under the section titled "Investment Management-Investment Adviser," the
following should be added: "United Asset Management Corporation is a wholly-
owned subsidiary of Old Mutual plc., a United Kingdom based financial services
group."

2
<PAGE>

UAM FUNDS

THE C&B PORTFOLIOS

C&B EQUITY PORTFOLIO
C&B EQUITY PORTFOLIO FOR TAXABLE INVESTORS
C&B MID CAP EQUITY PORTFOLIO
C&B BALANCED PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies" with
respect to the C&B Equity Portfolio, C&B Mid Cap Equity Portfolio and C&B
Balanced Portfolio:

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Make any investment inconsistent with its classification as a
diversified series of an open-end investment company under the 1940 Act.
This restriction does not, however, apply to any portfolio classified as
a non-diversified series of an open-end investment company under the
1940 Act.

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-5-
<PAGE>

The following section is inserted at the end of the section titled "Fundamental
Policies":

With respect to the C&B Equity Portfolio, C&B Mid Cap Equity Portfolio and
C&B Balanced Portfolio, the following limitations are non-fundamental,
which means each of the portfolios may change them without shareholder
approval.

. Each of the portfolios may not borrow money, except that (1) a portfolio
may borrow from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements, in amounts up to 331/3% of its total assets
(including the amount borrowed), (2) a portfolio may borrow up to an
additional 5% of its total assets for temporary purposes, (3) a
portfolio may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) a
portfolio may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.

Notwithstanding the investment restriction above, a portfolio may not
borrow amounts in excess of 331/3% of its total assets, taken at market
value, and then only from banks as a temporary measure for extraordinary
or emergency purposes such as the redemption of portfolio shares. A
portfolio will not purchase securities while borrowings are outstanding
except to exercise prior commitments and to exercise subscription
rights.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

-6-
<PAGE>

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

. A portfolio may purchase shares of other investment companies to the
extent permitted by applicable law. A portfolio may, notwithstanding any
fundamental policy or other limitation, invest all of its investable
assets in securities of a single open-end management investment company
with substantially the same investment objectives, policies and
limitations.

The 1940 Act currently permits the portfolios to invest up to 10% of its
total assets in the securities of other investment companies. However,
the portfolios may not invest more than 5% of its total assets in the
securities of any one investment company or acquire more than 3% of the
outstanding securities of any one investment company.

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

Each of the portfolios intend to follow the policies of the SEC as they
are adopted from time to time with respect to illiquid securities,
including (1) treating as illiquid securities that may not be disposed
of in the ordinary course of business within 7 days at approximately the
value at which a portfolio has valued the investment on its books; and
(2) limiting its holdings of such securities to 15% of net assets.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 33 1/3% of
the portfolio's total assets taken at market value. In addition, a
portfolio must receive at least 100% collateral.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

The Board manages the business of the Fund. The Board elects officers to manage
the day-to-day operations of the Fund and to execute the policies the Board has
formulated. The Fund pays

-7-
<PAGE>

each board member who is not also an officer or an affiliated person
(independent board member) the following fees:

In addition, the Fund reimburses each independent director for travel and other
expenses incurred while attending Board meetings. The $3,000 meeting fee and
expense reimbursements are aggregated for all of the directors and allocated
proportionally among all of the portfolios in the UAM Funds Complex. The Fund
does not pay interested directors or officers for their services and directors
or officers.

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
</TABLE>

-8-
<PAGE>

------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services - Investment
Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-9-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The DSI Portfolios

DSI Small Cap Value Portfolio
DSI Disciplined Value Portfolio
DSI Balanced Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

Institutional Class Shares
Institutional Service Class Shares

Supplement dated December 28, 2000
to the Prospectuses dated February 28, 2000

On November 20, 2000, the Board of Directors of UAM Funds, Inc. (the "Board")
approved a Plan of Dissolution and Liquidation of the DSI Disciplined Value
Portfolio and DSI Balanced Portfolio. The Directors have called a
shareholders' meeting for January 29, 2001 to seek shareholder approval of the
Plan of Dissolution and Liquidation. If the dissolution and liquidation is
approved by shareholders it is expected that the dissolution and liquidation
will occur as soon as practicable after the Meeting.

At that meeting, the Board was informed that Dewey Square Investors
Corporation ("DSI") has entered into an agreement with Dwight Asset Management
Company ("Dwight"), also a subsidiary of United Asset Management Corporation
("UAM"), whereby DSI will be merged into Dwight (the "Dwight Transaction"). As
part of the Dwight Transaction, the three most senior fixed income
professionals from DSI will join the Dwight fixed income management team. As a
result, the Board approved a change in adviser for the DSI Limited Maturity
Bond Portfolio and DSI Money Market Portfolio from DSI to Dwight. Dwight is
located at 100 Bank Street, Suite 800, Burlington, VT 05401. The Directors
have called a shareholders' meeting for December 29, 2000 to seek shareholder
approval of a new investment advisory agreement with Dwight. The change in
adviser is not expected to result in any change in the actual investment
management services, administrative functions, supervisory responsibilities or
fee arrangements for the portfolios.

Dwight was founded in 1984 by John K. Dwight and joined UAM in 1994. Dwight
specializes in the management of stable value portfolios for defined
contribution plans. Dwight has over $14 billion in assets under management and
41 employees.

At a Board meeting on December 14, 2000, the Board approved a change in
adviser for the DSI Small Cap Value Portfolio from DSI to Independence
Investment Associates, Inc. ("Independence"). As part of the DSI transaction
the lead portfolio manager of the DSI Small Cap Value Portfolio will join
Independence where he will continue to manage the DSI Small Cap Value
Portfolio. Independence, with offices at 53 State Street, Boston,
Massachusetts, is a wholly-owned subsidiary of John Hancock Financial
Services, Inc. The Directors have called a shareholders meeting during the
first quarter 2001 to seek shareholder approval of a new investment advisory
agreement with Independence. The change in the adviser is not expected to
result in any change in the actual management services or fee arrangements for
the Fund.

3
<PAGE>

UAM FUNDS

THE DSI PORTFOLIOS

DSI SMALL CAP VALUE PORTFOLIO
DSI DISCIPLINED VALUE PORTFOLIO
DSI BALANCED PORTFOLIO
DSI LIMITED MATURITY BOND PORTFOLIO
DSI MONEY MARKET PORTFOLIO

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

In addition, the Fund reimburses each independent trustee for travel and other
expenses incurred while attending Board meetings. The $3,000 meeting fee and
expense reimbursements are aggregated for all of the trustees and allocated
proportionally among all of the portfolios in the UAM Complex. The Fund does
not pay interested trustees or officers for their services and trustees or
officers.

Under the section titled "Management of the Fund" James P. Pappas, Norton
H. Reamer, Peter M. Whitman, Jr., William H. Park, Michael E. DeFao and Robert
R. Flaherty are hereby deleted from the table which contains Board members and
officers of the Fund. The following information is hereby added to the table:

-10-
<PAGE>

James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
---------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
---------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
----------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser" the following should be added: "United Asset Management
Corporation is a wholly-owned subsidiary of Old Mutual plc., a United Kingdom
based financial services group."

-11-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

FMA Small Company Portfolio

Institutional Class Shares
Institutional Service Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

4
<PAGE>

UAM FUNDS

FMA SMALL COMPANY PORTFOLIO

INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means the
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). The portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, the portfolio
will not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. The portfolio will not:

. Make any investment inconsistent with its classification as a
diversified series of an open-end investment company under the 1940 Act.
This restriction does not, however, apply to any portfolio classified
as a non-diversified series of an open-end investment company under the
1940 Act.

. Borrow money, except to the extent permitted by applicable law, as
amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction and the guidelines set forth in the
portfolio's prospectus and statement of additional information as they
may be amended from time to time.

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

. Underwrite securities of other issuers, except insofar as the portfolio
may technically be deemed to be an underwriter under the Securities Act
of 1933 in connection with the purchase or sale of its portfolio
securities.

-12-
<PAGE>

or invest in real estate and (3) that the portfolio may purchase
securities secured by real estate or interests therein.

. Purchase or sell commodities or contracts on commodities except that the
portfolio may engage in financial futures contracts and related options
and currency contracts and related options and may otherwise do so in
accordance with applicable law and without registering as a commodity
pool operator under the Commodity Exchange Act.

. Make loans to other persons, except that the portfolio may lend its
portfolio securities in accordance with applicable law, as amended and
interpreted or modified from time to time by any regulatory authority
having jurisdiction and the guidelines set forth in the portfolio's
prospectus and statement of additional information as they may be
amended from time to time. The acquisition of investment securities or
other investment instruments shall not be deemed to be the making of a
loan.

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. The portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

. The portfolio may purchase and sell foreign currency, purchase options
on foreign currency and foreign currency exchange contracts.

. The portfolio may invest in the securities of foreign issuers.

-13-
<PAGE>

. The portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. The portfolio may write covered call options and may buy and sell put
and call options.

. The portfolio may enter into repurchase agreements.

. The portfolio may sell securities short and engage in short sales
"against the box."

. The portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;

-14-
<PAGE>

. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains the Board members and officers
of the Fund. The following information is hereby added to the table:

-15-
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
-------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
-------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-16-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

ICM Small Company Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000
as Supplemented on March 27, 2000

5
<PAGE>

UAM FUNDS

ICM SMALL COMPANY PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means the
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). The portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, the Portfolio
will not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. The portfolio will not:

. Borrow money, except to the extent permitted by applicable law, as
amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction and the guidelines set forth in the
portfolio's prospectus and statement of additional information as they
may be amended from time to time.

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

. Purchase or sell real estate, except (1) to the extent permitted by
applicable law, as amended and interpreted or modified from time to time
by any regulatory authority

-17-
<PAGE>

having jurisdiction, (2) that the portfolio may invest in, securities of
issuers that deal or invest in real estate and (3) that the portfolio
may purchase securities secured by real estate or interests therein.

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. The portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

. The portfolio may purchase and sell foreign currency, purchase options
on foreign currency and foreign currency exchange contracts.

. The portfolio may invest in the securities of foreign issuers.

-18-
<PAGE>

. The portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. The portfolio intends to follow the policies of the SEC as they are
adopted from time to time with respect to illiquid securities, including
(1) treating as illiquid securities that may not be disposed of in the
ordinary course of business within 7 days at approximately the value at
which the portfolio has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.

. The portfolio may write covered call options and may buy and sell put
and call options.

. The portfolio may enter into repurchase agreements.

. The portfolio may sell securities short and engage in short sales
"against the box."

. The portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;

-19-
<PAGE>

. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains the Board members and officers
of the Fund. The following information is hereby added to the table:

-20-
<PAGE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-21-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The McKee Portfolios

McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio
McKee Small Cap Equity Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

The McKee U.S. Government Portfolio's prospectus is hereby supplemented as
follows:

On December 14, 2000, the Board of Directors of UAM Funds, Inc. approved a
Plan of Dissolution and Liquidation of the McKee U.S. Government Portfolio.
The Directors have called a shareholders' meeting for January 29, 2001 to seek
shareholder approval of the Plan of Dissolution and Liquidation. If the
dissolution and liquidation is approved by shareholders, it is expected that
the dissolution and liquidation will occur as soon as practicable after the
meeting.

Each portfolio's prospectus is here by supplemented as follows:

The third sentence of the first paragraph under the section titled "What are
the Investment Objectives of the Portfolios?" is hereby deleted and replaced
with the following: "A portfolio may change its investment objective without
shareholder approval."

Under the section titled "Investment Management-Investment Adviser," the
following is added: "United Asset Management Corporation is a wholly-owned
subsidiary of Old Mutual plc., a United Kingdom based financial services
group."

Under the section titled "Investment Management-Portfolio Managers," the
description of the portfolio managers for the Domestic Equity Portfolio,
International Equity Portfolio and Small Cap Equity Portfolio are hereby
deleted and replaced with the following:

Domestic Equity Portfolio

Gregory M. Melvin and Robert A. McGee are primarily responsible for the
day-to-day management of the Domestic Equity Portfolio. Mr. Melvin is the
adviser's chief investment officer. He joined the adviser as its Director
of Equities in 2000 after 6 years at Dartmouth Capital where he served as
President and Chief Investment Officer. Mr. McGee is a portfolio manager
responsible for equity investments. He joined the adviser in 2000 after
eight years as Chief Investment Officer with First Commonwealth Trust
Company.

International Equity Portfolio

Gregory M. Melvin and William S. Andrews are primarily responsible for the
day-to-day management of the International Equity Portfolio. Mr. Melvin's
biography is provided above under Domestic Equity Portfolio. Mr. Andrews is
a portfolio manager responsible for equity investments. He joined the
adviser in 1983.

Small Cap Equity Portfolio

Gregory M. Melvin and Amit Dugar are primarily responsible for the day-to-
day management of the Small Cap Equity Portfolio. Mr. Melvin's biography is
provided above under Domestic Equity Portfolio. Mr. Dugar is a quantitative
analyst and portfolio manager responsible for equity investments. He joined
the adviser in 1998 after five years as an equity analyst with C.H. Dean &
Associates.

6
<PAGE>

UAM FUNDS

THE MCKEE PORTFOLIOS

MCKEE U.S. GOVERNMENT PORTFOLIO
MCKEE DOMESTIC EQUITY PORTFOLIO
MCKEE INTERNATIONAL EQUITY PORTFOLIO
MCKEE SMALL CAP EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-22-
<PAGE>

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

-23-
<PAGE>

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

The 1940 Act currently permits a portfolio to invest up to 10% of its
total assets in the securities of other investment companies. However, a
portfolio may not invest more than 5% of its total assets in the
securities of any one investment company or acquire more than 3% of the
outstanding securities of any one investment company.

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of a
portfolio's total assets taken at market value. In addition, a portfolio
must receive at least 100% collateral.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

-24-
<PAGE>

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

-25-
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
-------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
-------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.

-------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-26-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

NWQ Special Equity Portfolio

Institutional Class Shares
Institutional Service Class Shares

Supplement dated December 28, 2000
to the Prospectuses dated February 28, 2000

7
<PAGE>

UAM FUNDS

NWQ SPECIAL EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

. Borrow money, except to the extent permitted by applicable law, as
amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction and the guidelines set forth in the
portfolio's prospectus and statement of additional information as they
may be amended from time to time.

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-27-
<PAGE>

or invest in real estate and (3) that the portfolio may purchase
securities secured by real estate or interests therein.

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. The portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

. The portfolio may purchase and sell foreign currency, purchase options
on foreign currency and foreign currency exchange contracts.

. The portfolio may invest in the securities of foreign issuers.

-28-
<PAGE>

. The portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. The portfolio may write covered call options and may buy and sell put
and call options.

. The portfolio may enter into repurchase agreements.

. The portfolio may sell securities short and engage in short sales
"against the box."

. The portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;

-29-
<PAGE>

. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

-30-
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
---------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
--------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-31-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The Rice, Hall James Portfolios

Rice, Hall James Small Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

The third sentence of the first paragraph under the section titled "What are
the Investment Objectives of the Portfolios?" is hereby deleted and replaced
with the following: "The Small/Mid Cap portfolio may change its investment
objective without shareholder approval and the Small Cap Portfolio may not
change its investment objective without shareholder approval."

8
<PAGE>

UAM FUNDS

THE RICE, HALL, JAMES PORTFOLIOS

RICE, HALL, JAMES SMALL CAP PORTFOLIO
RICE, HALL, JAMES SMALL/MID CAP PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-32-
<PAGE>

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

-33-
<PAGE>

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

A portfolio intends to follow the policies of the SEC as they are
adopted from time to time with respect to illiquid securities, including
(1) treating as illiquid securities that may not be disposed of in the
ordinary course of business within 7 days at approximately the value at
which a portfolio has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of
the portfolio's total assets taken at market value. In addition, a
portfolio must receive at least 100% collateral.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;

-34-
<PAGE>

. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

-35-
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
---------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
---------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc, a United Kingdom based financial services group.

-36-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The Sterling Partners' Portfolios

Sterling Partners' Equity Portfolio
Sterling Partners' Small Cap Value Portfolio
Sterling Partners' Balanced Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

On December 14, 2000, the Board of Directors of UAM Funds, Inc. approved the
proposed reorganization of the Sterling Partners' Balanced Portfolio and
Sterling Partners Small Cap Value Portfolio (the "Portfolios") into the
Sterling Partners' Balanced Portfolio and Sterling Partners Small Cap Value
Portfolio of the Advisors' Inner Circle Fund. The proposed reorganization will
be submitted to a vote of shareholder of each Portfolio on or about January
31, 2001. If the reorganization is approved by shareholders and certain other
conditions are satisfied, the assets and liabilities of each Portfolio will be
transferred to corresponding portfolios of the Advisors' Inner Circle Fund and
shareholders of the Portfolios will become shareholders of the Advisors' Inner
Circle Fund. A proxy will be mailed to shareholders in advance of the meeting.
If the reorganization is approved by shareholders, it is expected that the
reorganization will occur as soon as practicable after the meeting.

On December 14, 2000 the Board also approved a Plan of Dissolution and
Liquidation of the Sterling Partners' Equity Portfolio. The Directors have
called a shareholders' meeting for January 26, 2000 to seek shareholder
approval of the Plan of Dissolution and Liquidation. If the dissolution and
liquidation is approved by shareholders, it is expected that the dissolution
and liquidation will occur as soon as practicable after the meeting.

9
<PAGE>

UAM FUNDS

STERLING PARTNERS' PORTFOLIOS

STERLING PARTNERS' BALANCED PORTFOLIO
STERLING PARTNERS' EQUITY PORTFOLIO
STERLING PARTNERS' SMALL CAP VALUE PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-37-
<PAGE>

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

-38-
<PAGE>

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

-39-
<PAGE>

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
--------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
--------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

-40-
<PAGE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-41-
<PAGE>

UAM FUNDS
Funds for the Informed Investorsm

The TS&W Portfolios

TS&W Equity Portfolio
TS&W International Equity Portfolio
TS&W Fixed Income Portfolio
TS&W Balanced Portfolio

Institutional Class Shares

Supplement dated December 28, 2000
to the Prospectus dated February 28, 2000

10
<PAGE>

UAM FUNDS

THE TS&W PORTFOLIOS

TS&W EQUITY PORTFOLIO
TS&W INTERNATIONAL EQUITY PORTFOLIO
TS&W FIXED INCOME PORTFOLIO
TS&W BALANCED PORTFOLIO

INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-42-
<PAGE>

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

-43-
<PAGE>

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

The 1940 Act currently permits each portfolio to invest up to 10% of its
total assets in the securities of other investment companies. However, a
portfolio may not invest more than 5% of its total assets in the
securities of any one investment company or acquire more than 3% of the
outstanding securities of any one investment company.

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

A portfolio intends to follow the policies of the SEC as they are
adopted from time to time with respect to illiquid securities, including
(1) treating as illiquid securities that may not be disposed of in the
ordinary course of business within 7 days at approximately the value at
which the portfolio has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of
the portfolio's total assets taken at market value. In addition, a
portfolio must receive at least 100% collateral.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

-44-
<PAGE>

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

-45-
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
--------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
--------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following should be added:

United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.

-46-
<PAGE>

UAM FUNDS

THE SIRACH PORTFOLIOS

SIRACH GROWTH PORTFOLIO
SIRACH EQUITY PORTFOLIO
SIRACH SPECIAL EQUITY PORTFOLIO
SIRACH STRATEGIC BALANCED PORTFOLIO
SIRACH BOND PORTFOLIO

INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES

SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000

The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Fundamental Policies":

The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:

. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.

-47-
<PAGE>

The section titled "Non-Fundamental Policies" is hereby deleted and replaced by
the following:

The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.

. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.

-48-
<PAGE>

. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.

. A portfolio may invest in the securities of foreign issuers.

. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.

. A portfolio may write covered call options and may buy and sell put and
call options.

. A portfolio may enter into repurchase agreements.

. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of
the portfolio's total assets taken at market value. In addition, a
portfolio must receive at least 100% collateral.

. A portfolio may sell securities short and engage in short sales "against
the box."

. A portfolio may enter into swap transactions.

The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:

-49-
<PAGE>

Under the section titled "Management of the Fund," James P. Pappas,
Norton H. Reamer, Peter M. Whitman, Jr., William H. Park and Robert R. Flaherty
are hereby deleted from the table which contains Board members and officers of
the Fund. The following information is hereby added to the table:

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION
COMPENSATION FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE FROM THE FUND AS COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS OF OCTOBER 31, 1999 OCTOBER 31, 1999
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
--------------------------------------------------------------------------------------------------------------------
Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
--------------------------------------------------------------------------------------------------------------------
Theresa DelVecchio Assistant Secretary of UAMFSI (financial 0 0
211 Congress Street Secretary services) since February 1998;
Boston, MA 02110 Secretary and Compliance Officer of
12/23/63 UAMFDI (broker-dealer) since
February 2000; Assistant Vice
President of Scudder Kemper
Investments (financial services)
from May 1992 to February 1998.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the section titled "Investment Advisory and Other Services -Investment
Adviser," (1) the first sentence is hereby deleted and replaced as follow:
"Sirach Capital Management, Inc., located at 520 Pike Tower, Seattle, Washington
98101, is the investment adviser to each of the portfolios." and (2) the
following should be added: "United Asset Management Corporation is a wholly-
owned subsidiary of Old Mutual plc., a United Kingdom based financial services
group."

-50-