U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
UAM Funds, Inc.
One International Place
Boston, Massachusetts 02110
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2. Name of each series or class of funds for which this notice is
filed:
Number of Additional Pages: 1
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3. Investment Company Act File Number: 811-5683
Securities Act File Number: 33-25355
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4. Last day of fiscal year for which this notice is filed:
10/31/96
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
None
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7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
The number and aggregate sale price of securities sold during
the fiscal year were 779,510,578 and $1,271,918,790
respectively.
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 779,510,578 and $1,271,918,790, respectively.
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
The number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans
were 13,294,137 and $177,036,990, respectively.
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12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the fiscal
year in reliance on rule 24f-2
(from Item 10): $ 1,271,918,790
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 177,036,990
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): 1,280,069,562
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(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
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(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on rule 24f-2
[line (i), plus line (ii)
less line (iii), plus line
(iv))] (if applicable): $ 168,886,218
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(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation (see
Instruction c.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line
(v) multiplied by line (vi)]: $ 51,177.64
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: December 27, 1996
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SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Karl O. Hartmann
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Karl O. Hartmann, Assistant Secretary
Date December 27, 1996
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* Please print the name and title of the signing officer below the signature.
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Item 2. Name of each series or class of funds for which this notice is filed:
Acadian Emerging Markets Portfolio Institutional Class Shares
Acadian International Equity Portfolio Institutional Class Shares
C&B Equity Portfolio Institutional Class Shares
C&B Balanced Portfolio Institutional Class Shares
DSI Disciplined Value Portfolio Institutional Class Shares
DSI Limited Maturity Bond Portfolio Institutional Class Shares
DSI Money Market Portfolio Institutional Class Shares
Enhanced Monthly Income Portfolio Institutional Class Shares
FMA Small Company Portfolio Institutional Class Shares
ICM Fixed Income Portfolio Institutional Class Shares
ICM Small Company Portfolio Institutional Class Shares
ICM Equity Portfolio Institutional Class Shares
McKee U.S. Government Portfolio Institutional Class Shares
McKee Domestic Equity Portfolio Institutional Class Shares
McKee International Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Class Shares
NWQ Value Equity Portfolio Institutional Class Shares
NWQ Balanced Portfolio Institutional Service Class Shares
Rice, Hall, James Small Cap Portfolio Institutional Class Shares
SAMI Preferred Stock Income Portfolio Institutional Class Shares
Sirach Strategic Balanced Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Class Shares
Sirach Fixed Income Portfolio Institutional Class Shares
Sirach Short-Term Reserves Portfolio Institutional Class Shares
Sirach Special Equity Portfolio Institutional Class Shares
Sirach Equity Portfolio Institutional Class Shares
Sirach Growth Portfolio Institutional Service Class Shares
Sirach Special Equity Portfolio Institutional Service Class Shares
Sterling Partners' Balanced Portfolio Institutional Class Shares
Sterling Partners' Equity Portfolio Institutional Class Shares
Sterling Partners' Short-Term Fixed Income Portfolio
Institutional Class Shares
TS&W Equity Portfolio Institutional Class Shares
TS&W International Equity Portfolio Institutional Class Shares
TS&W Fixed Income Portfolio Institutional Class Shares
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
December 19, 1996
UAM Funds, Inc.
73 Tremont Street
Boston, MA 02108-3913
Gentlemen:
You have informed us that, in accordance with Rule
24f-2 under the Investment Company Act of 1940, as amended, (the
"1940 Act"), UAM Funds, Inc., a Maryland corporation (the "Fund")
intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC"), setting forth,
among other things, that during the period beginning with
November 1, 1995 and ending October 31, 1996, the Fund's most
recently ended fiscal year, the Fund, having elected to register
an indefinite number of shares of its common stock, sold
779,510,578 shares of common stock under Rule 24f-2, and making
definite the number of shares of common stock registered under
the Securities Act of 1933 (the "1933 Act") for such period.
You have also informed us that all such shares were
issued in accordance with the provisions relating thereto in the
registration statement filed by the Fund under the 1933 and 1940
Acts.
We have acted as legal counsel to the Fund during the
period of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund, its Bylaws, the
registration statement it has filed with the SEC under the 1940
and 1933 Acts, and such minutes of the corporate proceedings and
other documents as we deem material to our opinion.
Based on the foregoing, we are of the opinion that the
779,510,578 shares sold under such Rule during the period
beginning with November 1, 1995 and ending October 31, 1996, were
fully-paid, non-assessable and legally issued shares of common
stock of the Fund.
We hereby consent to the filing of this opinion with
the United States Securities and Exchange Commission as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice,
as an exhibit to the Fund's amendment to its registration
statement under the 1933 Act, and to the reference to us in the
prospectus of the Fund as legal counsel who has passed upon the
legality of the offering of such shares of common stock.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ Audrey C. Talley
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Audrey C. Talley
