Exhibit (e)(1)(a)

                                UAM Funds, Inc.
                           One Freedom Valley Drive
                                Oaks, PA 19456

June 15, 2001


Patrick W. McKeon
Vice President and Chief Compliance Officer
Funds Distributor, Inc.
60 State Street, Suite 1300
Boston, MA  02109

     RE:  Distribution Agreement with UAM Funds, Inc.
          -------------------------------------------

     I am writing with regard to the existing Distribution Agreement (the
"Agreement") dated April 1, 2001 between UAM Funds, Inc. (the "Fund") and Funds
Distributor, Inc. ("FDI") under which you provide certain services to the
portfolios listed on Schedule A to the Agreement.  In connection with the
performance of those services, FDI may become privy to confidential information
about the Fund and, in particular, certain non-public personal information
concerning the Fund's shareholders.  I am writing to assure that such
confidential information is not disseminated except as necessary to perform the
services agreed to by the parties and to assure that the Fund fulfills the
requirements of Regulation S-P adopted by the Securities and Exchange Commission
("Regulation S-P").

     To comply with Regulation S-P, the Fund would like to add the following
paragraph as Section 4.6 to the Agreement.

     4.6  From time to time, each party shall be permitted reasonable access to
     records maintained by the other party in connection with this Agreement to
     the extent necessary to perform its obligations hereunder; provided,
     however, that to the extent a party provides records containing information
     relating to a customer of that party, the party receiving such records
     shall use the information contained in such records solely for the purpose
     of fulfilling its obligations under this Agreement and applicable law and
     for no other purpose.


     Please acknowledge your acceptance of this amendment to the Agreement by
countersigning this letter in the space provided and returning the executed copy
of the letter to us at your earliest convenience.

                                              Sincerely,



                                              /s/ Linda T. Gibson
                                              -------------------
                                              Linda T. Gibson
                                              UAM Funds, Inc.
                                              Vice President and Secretary

The undersigned hereby acknowledges and agrees to the arrangements described
above.

                                                  Dated:    June 15, 2001



By:  /s/ Patrick McKeon
     ------------------
     Name:  Patrick McKeon
     Company:  Funds Distributor, Inc.
     Title:  Vice President and Chief Compliance Officer

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