<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
Clipper Focus Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectus dated August 28, 2000
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."
<PAGE>
UAM Fund
Clipper Focus Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes
in values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund'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 Fund 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 the
Fund may invest in, securities of issuers that deal or invest in real
estate and (3) that the Fund may purchase securities secured by real
estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund may engage in financial futures contracts and related options
and currency contracts and
1
<PAGE>
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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio may
change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund may borrow
from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed), (2) the Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund may not
borrow amounts in excess of 33 1/3% 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund 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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 33 1/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information
is hereby added to the table:
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From From the Fund
Name, Address, with the Fund as of Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years April 30, 2000 April 30, 2000
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Place Member UAM since May 2000; Chairman and Chief Executive
Boston, MA 02110 President Officer of UNUM Corporation (Insurance) from 1988
3/5/43 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following is added:
3
<PAGE>
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 Investor sm
FPA Crescent Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectus dated July 31, 2000
The second sentence under the section titled "What are the Fund's
Objectives?" is hereby deleted and replaced with the following: "The fund may
change its investment objective without shareholder approval."
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."
<PAGE>
UAM Funds
FPA Crescent Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated July 31, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund -
Fundamental Investment Policies":
The following investment limitations are fundamental, which means the Fund
cannot change them without approval by the vote of a majority of the
outstanding voting securities of the Fund, as defined by the Investment
Company Act of 1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider
changes in values, net assets or other circumstances when determining
whether the investment complies with its investment limitations. The Fund
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 Fund 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 Fund'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 Fund 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
1
<PAGE>
having jurisdiction, (2) that the Fund may invest in, securities of
issuers that deal or invest in real estate and (3) that the Fund may
purchase securities secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 Fund may not borrow money, except that (1) the Fund 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 Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
. Notwithstanding the investment restriction above, the Fund 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund may, notwithstanding any
fundamental policy or other
2
<PAGE>
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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 331/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
The first paragraph of the section "Management of the Company" is hereby
deleted and replaced by the following:
The Board manages the business of the Company. The Board elects officers to
manage the day-to-day operations of the Company and to execute the policies the
Board has formulated. The Company 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
3
<PAGE>
In addition, the Company 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 Funds Complex. The
Company does not pay interested trustees or officers for their services and
trustees or officers.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From From the Fund
Name, Address, with the Fund as of Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years March 31, 2000 March 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director 0 0
One International Place Member of UAM since May 2000; Chairman and Chief
Boston, MA 02110 President Executive 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
Heitman Real Estate Portfolio
Advisor Class Shares
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectuses dated May 1, 2000
The second sentence under the section titled "What is the Objective of the
Fund?" is hereby deleted and replaced with the following: "The fund may change
its investment objective without shareholder approval."
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."
<PAGE>
UAM Funds
Heitman Real Estate Portfolio
Institutional Class Shares
Advisor Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated May 1, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Investment Policies of the
Portfolio-Fundamental Investment 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 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.
. 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.
1
<PAGE>
. 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.
. 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 portfolio will concentrate its investments in the real estate
industry.
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
2
<PAGE>
open-end management investment company with substantially the same
investment objectives, policies and limitations.
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
3
<PAGE>
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 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, Martin J. Wolin and Robert R.
Flaherty are hereby deleted from the tables which contains Board members and
officers of the Fund. The following information is hereby added to the table:
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation Compensation
Position From the Fund as From the Fund
Name, Address, Date with of December 31, Complex as of
of Birth Fund Principal Occupations During the Past 5 years 1999 December 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of UAM 0 0
One International Member since May 2000; Chairman and Chief Executive Officer
Place President of UNUM Corporation (Insurance) from 1988 to 1999;
Boston, MA 02110 Trustee of Bates College and the Committee for Economic
3/5/43 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 Director of UAM Investment 0 0
211 Congress Street Services, Inc. (financial services); Senior Vice
Boston, MA 02110 President and General Counsel of UAMFSI (financial
7/31/65 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services-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.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
IRA Capital Preservation Portfolio
Institutional Class Shares
Institutional Service Class Shares
Supplement dated December 28, 2000
to the Prospectuses dated March 1, 2000
Under the section titled "Investment Management-Investment Adviser," (1) the
first sentence is hereby deleted and replaced as follows: "Dwight Asset
Management Company, located at 100 Bank Street, Suite 800, Burlington, Vermont
05401, 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."
<PAGE>
UAM Funds
IRA Capital Preservation 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 "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 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
1
<PAGE>
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.
. 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 sections titled "Non-Fundamental Policies" and "Borrowing" are 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.
. 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.
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
2
<PAGE>
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 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.
3
<PAGE>
Under the section titled "Management of the Fund," James P. Pappas, Norton
H. Reamer, Peter M. Whitman, Jr., Michael E. DeFao, 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 From Compensation From
Name, Address, Date Position the Fund as of the Fund Complex as
of Birth with Fund Principal Occupations During the Past 5 years October 31, 1999 of October 31, 1999
-------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director 0 0
One International Place Member of UAM since May 2000; Chairman and Chief
Boston, MA 02110 President Executive Officer of UNUM Corporation (Insurance)
3/5/43 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 Director of UAM 0 0
211 Congress Street Investment Services, Inc. (financial services);
Boston, MA 02110 Senior Vice President and General Counsel of
7/31/65 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 services) since February 0 0
211 Congress Street Secretary 1998; Secretary and Compliance Officer of UAMFDI
Boston, MA 02110 (broker-dealer) since February 2000; Assistant Vice
12/23/63 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: "Dwight Asset Management Company, a Delaware corporation located at 100
Bank Street, Suite 800, Burlington, Vermont 05401, is the investment adviser to
the portfolio." and (2) the following is added: "United Asset Management
Corporation is a wholly-owned subsidiary of Old Mutual, plc., a United Kingdom
based financial services group."
The following is added to the section "Comparative Benchmarks":
The Ryan 5 year Master GIC Index is an unmanaged index
comprised of the last sixty monthly money market rates
of the ten highest quality Guaranteed Investment
Contracts (GICs), with a ranking of at least AA by
Moody's or another nationally recognized rating
organization.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
MJI International Equity Portfolio
Institutional Class Shares
Institutional Service Class Shares
Supplement dated December 28, 2000
to the Prospectuses dated August 28, 2000
The second sentence under the section titled "What are the Fund's
Objectives?" is hereby deleted and replaced with the following: "The fund may
change its investment objective without shareholder approval."
The third sentence under the section titled "Investment Management-
Investment Adviser," is hereby deleted and replaced with the following: "The
adviser, a subsidiary of Aberdeen Asset Management plc. ("Aberdeen"), is an
international investment adviser whose origins date back to 1907. Aberdeen has
its headquarters in Aberdeen, Scotland, but also has offices in the United
States, Singapore, Hong Kong, England, Ireland and Luxembourg."
At the December 14, 2000 meeting of the Board of Trustees of UAM Funds
Trust, the Board was informed that Murray Johnstone International Limited
("MJIL"), the Fund's investment adviser had been purchased by Aberdeen from
MJIL's parent Old Mutual plc. As required by the Investment Company Act of
1940, the Fund's shareholders will be asked to approve a new investment
advisory agreement with MJIL. The Board has called a shareholders' meeting for
January 26, 2001 to seek shareholder approval of the new investment advisory
agreement with MJIL. The new agreement will be identical to the current
agreement in all respects except for its effective and termination dates. The
new agreement will have no effect on the contractual advisory fee rate payable
by the Fund. No changes are currently planned which would affect the services
being provided to the Fund.
<PAGE>
UAM Funds
MJI International Equity Portfolio
Institutional Class Shares
Institutional Service Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes
in values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 a the Fund'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 Fund 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).
1
<PAGE>
. 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 the
Fund may invest in, securities of issuers that deal or invest in real
estate and (3) that the Fund may purchase securities secured by real
estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund 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 Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
2
<PAGE>
. The Fund may invest in the securities of foreign issuers.
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund 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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 331/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information
is hereby added to the table:
3
<PAGE>
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation From Compensation From
Name, Address, Date Position the Fund as of the Fund Complex as
of Birth with Fund Principal Occupations During the Past 5 years April 30, 2000 of April 30, 2000
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Place Member UAM since May 2000; Chairman and Chief Executive
Boston, MA 02110 President Officer of UNUM Corporation (Insurance) from 1988
3/5/43 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The section "Investment Advisory and Other Services - Investment Adviser"
is hereby replaced as follows:
Murray Johnstone International, Ltd., located at 11 West Nile Street,
Glasgow, Scotland G12PX, is the investment adviser to the Fund. The adviser
manages and supervises the investment of the fund's assets on a discretionary
basis. The adviser, a subsidiary of Aberdeen Asset Management plc, is an
international investment adviser whose origins date back to 1907. Aberdeen Asset
Management, with an office at One Albyn Place, Aberdeen Scotland, also has
offices in the USA, Singapore, Hong Kong, Ireland and Luxembourg.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
Pell Rudman Mid-Cap Growth Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectus dated September 1, 2000
as Supplemented October 10, 2000
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."
<PAGE>
UAM Funds
Pell Rudman Mid-Cap Growth Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes
in values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 Fund'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 Fund 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 an regulatory authority having jurisdiction, (2) that the Fund
may invest in, securities of issuers that deal or
1
<PAGE>
invest in real estate and (3) that the Fund may purchase securities
secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund may borrow
from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed), (2) the Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund may not
borrow amounts in excess of 33 1/3% 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
2
<PAGE>
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund 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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 33 1/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section entitled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the table, which
contains Board members and officers of the Company. The following information
is hereby added to the table:
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation From Compensation From
Name, Address, Date Position the Fund as of the Fund Complex
of Birth with Fund Principal Occupations During the Past 5 years April 30, 2000 as of April 30, 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director 0 0
One International Place Member of UAM since May 2000; Chairman and Chief
Boston, MA 02110 President Executive Officer of UNUM Corporation (Insurance)
3/5/43 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.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
Sirach Growth II Portfolio
(formerly, Hanson Equity Portfolio)
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectus dated August 28, 2000
The second sentence under the section titled "What are the Fund's
Objectives?" is hereby deleted and replaced with the following: "The fund may
change its investment objective without shareholder approval."
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."
<PAGE>
UAM Funds
Sirach Growth II Portfolio
(Formerly, Hanson Equity Portfolio)
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes
in values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 Fund'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 Fund 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 the
Fund may invest in, securities of issuers that deal or
1
<PAGE>
invest in real estate and (3) that the Fund may purchase securities
secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund may borrow
from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed), (2) the Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund may not
borrow amounts in excess of 33 1/3% 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund may, notwithstanding any
fundamental policy or other
2
<PAGE>
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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 33 1/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information
is hereby added to the table:
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation From Compensation From
Name, Address, Position the Fund as of the Fund Complex as
Date of Birth with Fund Principal Occupations During the Past 5 years April 30, 2000 of April 30, 2000
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director 0 0
One International Place Member of UAM since May 2000; President Chairman and
Boston, MA 02110 Chief Executive 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.
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
TJ Core Equity Portfolio
Institutional Service Class Shares
Supplement dated December 28, 2000
to the Prospectus dated August 28, 2000
The second sentence under the section titled "What are the Fund's
Objectives?" is hereby deleted and replaced with the following: "The fund may
change its investment objective without shareholder approval."
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."
<PAGE>
UAM Funds
TJ Core Equity Portfolio
Institutional Service Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes in
values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 Fund'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 Fund 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 the
Fund may invest in, securities of issuers that deal or
1
<PAGE>
invest in real estate and (3) that the Fund may purchase securities
secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund 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 Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund may, notwithstanding any
fundamental policy or other
2
<PAGE>
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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
. The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 331/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From the Fund
Name, Address, with From the Fund as Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years of April 30, 2000 April 30, 2000
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Member UAM since May 2000; Chairman and Chief Executive
Place President Officer of UNUM Corporation (Insurance) from 1998
Boston, MA 02110 to 1999; Trustee of Bates College and the Committee
3/5/43 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.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM FUNDS
Funds for the Informed Investor sm
TS&W International Octagon Portfolio
(formerly, Jacobs International Octagon Portfolio)
Institutional Class Shares
Supplement dated December 28, 2000
to the Prospectus dated August 28, 2000
The second sentence under the section titled "What are the Fund's
Objectives?" is hereby deleted and replaced with the following: "The fund may
change its investment objective without shareholder approval."
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."
On September 13, 2000, the Board of Trustees of UAM Funds Trust approved a
Plan of Dissolution and Liquidation of the TS&W International Octagon
Portfolio. The Trustees have called a shareholders' meeting for January 10,
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.
<PAGE>
UAM Funds
TS&W International Octagon Portfolio
(Formerly, Jacobs International Octagon Portfolio)
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes in
values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 Fund'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 Fund 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 the
Fund may invest in, securities of issuers that deal or
1
<PAGE>
invest in real estate and (3) that the Fund may purchase securities
secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund 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 Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund 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 Fund will not purchase securities while
borrowings are outstanding except to exercise prior commitments and to
exercise subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
2
<PAGE>
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund 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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 331/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
3
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From the Fund
Name, Address, with From the Fund as Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years of April 30, 2000 April 30, 2000
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Member UAM since May 2000; Chairman and Chief Executive
Place President Officer of UNUM Corporation (Insurance) from 1998
Boston, MA 02110 to 1999; Trustee of Bates College and the Committee
3/5/43 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.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM Funds
Cambiar Opportunity Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Investment Policies of the Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes in
values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund 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 Fund'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 Fund 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 the
Fund may invest in, securities of issuers that deal or
1
<PAGE>
invest in real estate and (3) that the Fund may purchase securities
secured by real estate or interests therein.
. Purchase or sell commodities or contracts on commodities except that
the Fund 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 Fund 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 Fund'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 "Borrowing" is hereby deleted and the following is hereby
inserted immediately after the section titled "Investment Policies of the Fund":
The following limitations are non-fundamental, which means the portfolio
may change them without shareholder approval.
. The Fund may not borrow money, except that (1) the Fund 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 Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (3) the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) the
Fund may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
Notwithstanding the investment restriction above, the Fund 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 Fund
shares. The Fund will not purchase securities while borrowings are
outstanding except to exercise prior commitments and to exercise
subscription rights.
. The Fund may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
. The Fund may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. The Fund may invest in the securities of foreign issuers.
2
<PAGE>
. The Fund may purchase shares of other investment companies to the
extent permitted by applicable law. The Fund 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 Fund to invest up to 10% of its
total assets in the securities of other investment companies. However,
the Fund 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 Fund may invest in illiquid and restricted securities to the
extent permitted by applicable law.
The Fund 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 Fund has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. The Fund may write covered call options and may buy and sell put and
call options.
. The Fund may enter into repurchase agreements.
. The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors. These loans may not exceed 331/3% of
the Fund's total assets taken at market value. In addition, the Fund
must receive at least 100% collateral.
. The Fund may sell securities short and engage in short sales "against
the box."
. The Fund may enter into swap transactions.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
3
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From the Fund
Name, Address, with From the Fund as Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years of April 30, 2000 April 30, 2000
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Member UAM since May 2000; Chariman and Chief Executive
Place President Officer of UNUM Corporation (Insurance) from 1998
Boston, MA 02110 to 1999; Trustee of Bates College and the Committee
3/5/43 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.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services -
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.
4
<PAGE>
UAM Funds
Chicago Asset Management Portfolios
Intermediate Bond Portfolio
Value/Contrarian Portfolio
(the "Funds")
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
<TABLE>
<CAPTION>
Aggregate
Aggregate Compensation
Position Compensation From the Fund
Name, Address, with From the Fund as Complex as of
Date of Birth Fund Principal Occupations During the Past 5 years of April 30, 2000 April 30, 2000
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Member UAM since May 2000; Chairman and Chief Executive
Place Boston, MA President Officer of UNUM Corporation (Insurance) from 1998
02110 3/5/43 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.
--------------------------------------------------------------------------------------------------------------------------
</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.
1
<PAGE>
UAM Funds
PIC Twenty Portfolio
Institutional Class Shares
Supplement dated December 28, 2000
to the Statement of Additional Information dated August 28, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section titled "Investment Policies of the
Fund":
The following limitations are fundamental, which means the Fund cannot
change them without approval by the vote of a majority of the outstanding
voting securities of the Fund, as defined by the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund 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 Fund will not consider changes in
values, net assets or other circumstances when determining whether the
investment complies with its investment limitations. The Fund 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 Fund'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 Fund 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 an regulatory authority having jurisdiction, (2) that the Fund
may invest in, securities of issuers that deal or invest in real
estate and (3) that the Fund may purchase securities secured by real
estate or interests therein.
. Invest in physical commodities or contracts on physical commodities.
1
<PAGE>
. Make loans to other persons, except that the Fund 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 Fund'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 sections titled "Borrowing" and "Non-Fundamental Policies" are 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.
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
2
<PAGE>
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.
Under the section titled "Management of the Company," Norton H. Reamer,
William H. Park and Martin J. Wolin are hereby deleted from the tables which
contains Board members and officers of the Company. The following information is
hereby added to the table:
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation Compensation
From the Fund From the Fund
Name, Address, Date Position as of April Complex as of
of Birth with Fund Principal Occupations During the Past 5 years 30, 2000 April 30, 2000
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer and Director of 0 0
One International Member UAM since May 2000; Chairman and Chief Executive
Place President Officer of UNUH Corporation (Insurance) from 1998
Boston, MA 02110 to 1999; Trustee of Bates College and the Committee
3/5/43 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.
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Under the section titled "Investment Advisory and Other Services -
Investment Adviser," the following is added:
3
<PAGE>
United Asset Management Corporation is a wholly-owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.
4
