UAM FUNDS
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
Supplement dated December 30, 1997 to the
Prospectus dated July 10, 1997
The information under the heading "FUND EXPENSES" and "INVESTMENT
ADVISER" on pages 1 and 21, respectively, is amended to reflect
that the Adviser intends to cap, to the extent of the current
advisory fees, the Portfolio's Institutional Class Shares' total
annual operating expenses (excluding interest, taxes and
extraordinary expenses), after the effect of expense offsets, at
0.90% of average daily net assets through December 31, 1998.
<PAGE>
UAM FUNDS
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
Supplement dated December 30, 1997 to the
Prospectus dated July 10, 1997
The information under the heading "FUND EXPENSES" and "INVESTMENT
ADVISER" on pages 1 and 23, respectively, is amended to reflect
that the Adviser intends to cap, to the extent of the current
advisory fees, the Portfolio's Institutional Service Class
Shares' total annual operating expenses (excluding interest,
taxes and extraordinary expenses), after the effect of expense
offsets, at 1.15% of average daily net assets through December
31, 1998.
<PAGE>
UAM FUNDS
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES
Supplement dated December 30, 1997 to the
Statement of Additional Information dated July 10, 1997
The information under the heading "INVESTMENT ADVISER - ADVISORY
FEES" on page 7 is amended to reflect that the Adviser intends to
cap, to the extent of the current advisory fees, the Portfolio's
Institutional Class Shares' and Institutional Service Class
Shares' total annual operating expenses (excluding interest,
taxes and extraordinary expenses), after the effect of expense
offsets, at 0.90% and 1.15%, respectively, of average daily net
assets through December 31, 1998.
