SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
UAM Funds, Inc.
....................................................
(Name of Registrant as Specified In Its Charter)
....................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies:
......................................
2) Aggregate number of securities to which
transaction applies:
.....................................
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state
how it was determined):
.......................................
4) Proposed maximum aggregate value of
transaction:
......................................
5) Total fee paid:
.......................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
..............................................
2) Form, Schedule or Registration Statement
No.:
........................................
3) Filing Party:
.......................................
4) Date Filed:
......................................
UAM FUNDS, INC.
NWQ Value Equity Portfolio
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
October 6, 1998
Dear Stockholder:
Enclosed you will find a proxy statement and
proxy card for a special meeting of stockholders of
NWQ Value Equity Portfolio. This is a very important
meeting, which has been called to vote on a proposal to
liquidate your Portfolio.
The Board of Directors of UAM Funds, Inc.,
after thorough discussion and consideration, has
decided to recommend the liquidation of the Portfolio,
but believes that since this is your investment capital,
the final decision on this matter should be made by you,
the stockholders. The Board's reasons for
recommending this course are described in the enclosed
proxy statement, which you should consider carefully.
If the stockholders approve the recommendation
to liquidate the Portfolio, the Portfolio will return to
you the proceeds of the liquidation of your account.
Once you receive your proceeds, you may pursue any
investment option you wish.
The Board of Directors regrets any
inconvenience this may cause you. We thank you,
however, for the confidence that you placed in us. We
continue to wish you well in your investments.
Sincerely,
/s/Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS, INC.
NWQ Value Equity Portfolio
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS
To Be Held October 28, 1998
TO THE STOCKHOLDERS OF
NWQ VALUE EQUITY PORTFOLIO:
Notice is hereby given that a special meeting of
stockholders (the "Special Meeting") of NWQ Value
Equity Portfolio (the "Portfolio"), a series of UAM
Funds, Inc. (the "Fund"), will be held on October 28,
1998, at the offices of UAM Fund Services, Inc., 211
Congress Street, Boston, MA 02110 at 10:00 a.m. local
time. The purpose of the Special Meeting is to consider
a proposal to liquidate and dissolve the Portfolio, as set
forth in a Plan of Liquidation and Dissolution adopted
by the Board of Directors of the Fund, and to transact
such other business as may properly come before the
Special Meeting or any adjournment thereof.
Please read the enclosed proxy statement
carefully for information concerning the proposal to be
placed before the meeting.
Stockholders of record at the close of business
on October 2, 1998 will be entitled to vote at the
meeting. You are invited to attend the Special Meeting,
but if you cannot do so, please complete and sign the
enclosed proxy, and return it in the accompanying
envelope as promptly as possible. Any stockholder
attending the Special Meeting may vote in person even
though a proxy has already been returned.
By Order of the Board of Directors,
/s/ Michael E. DeFao
Michael E. DeFao
Secretary
Boston, Massachusetts
October 6, 1998
UAM FUNDS, INC.
NWQ Value Equity Portfolio
PROXY STATEMENT
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors
of UAM Funds, Inc. (the "Fund") on behalf of NWQ Value
Equity Portfolio (the "Portfolio"), a separate series of the
Fund, for use at a Special Meeting of Stockholders to be
held at UAM Fund Services, Inc., 211 Congress Street,
Boston, MA on October 28, 1998 at 10:00 a.m. local time,
or at any adjournment thereof (the "Special Meeting").
Proxy Solicitation
All proxies in the enclosed form that are properly
executed and returned to the Portfolio will be voted as
provided therein at the Special Meeting or at any
adjournment thereof. A stockholder executing and returning
a proxy has the power to revoke it at any time before it is
exercised by giving written notice of such revocation to the
Secretary of the Fund. Signing and mailing the proxy will
not affect your right to give a later proxy or to attend the
Special Meeting and vote your shares in person.
The Board of Directors intends to bring before the
Special Meeting the sole matter set forth in the foregoing
notice. The persons named in the enclosed proxy and acting
thereunder will vote with respect to that item in accordance
with the directions of the stockholder as specified on the
proxy card. If no choice is specified, the shares will be
voted IN FAVOR of (i) the recommendation to approve the
liquidation and dissolution so as to dissolve the Portfolio
and return the proceeds to the stockholders of the Portfolio;
and (ii) in the discretion of the proxies upon any other
matter not presently known which may properly come before the
meeting or any adjournment thereof.
In accordance with the Articles of Incorporation of
the Fund and the General Laws of the State of Maryland,
approval of the proposal requires the affirmative vote of the
holders of a majority of the outstanding shares of Common
Stock of the Portfolio cast at a meeting at which a quorum is
present. Shares represented in person or by proxy (including
shares which abstain or do not vote with respect to the
proposal present for stockholder approval) will be counted
for purposes of determining whether a quorum is present at
the Special Meeting. A quorum is constituted by the
presence in person or by proxy of the holders of a majority
of the outstanding shares of the Portfolio.
The Portfolio will bear the entire cost of preparing,
printing and mailing this proxy statement, the proxies and
any additional materials which may be furnished to
stockholders. Solicitation may be undertaken by mail,
telephone, telegraph, and personal contact. It is expected
that this Proxy Statement and form of Proxy will be mailed
to stockholders on or about October 6, 1998.
Voting Securities and Principal Holders Thereof
Holders of record of the shares of Common Stock of
the Portfolio at the close of business on October 2, 1998, will
be entitled to vote at the Special Meeting or any adjournment
thereof. As of October 1, 1998 the Portfolio had outstanding
216,545 shares of Common Stock. The stockholders are
entitled to one vote per share on all business to come before
the meeting. The holders of Institutional Class Shares and
Institutional Service Class Shares will vote as one class for
the purpose of approving the liquidation and dissolution of
the Portfolio.
The officers and Directors of the Fund as a group
beneficially own in the aggregate no shares of the
outstanding Common Stock of the Portfolio. As of October
1, 1998, the following stockholders owned of record or
beneficially more than five percent of the outstanding
Common Stock of the Portfolio:
Nix Mann and Associates, Inc., Profit Sharing Plan and
Trust, 1382 Peachtree St. NE, Atlanta, GA 30309; 29%*
Wilmington Trust Co., FBO Arizona Medical Clinic 401K,
c/o Mutual Funds UAM, PO Box 8971, Wilmington, DE
19899-8971; 9%*
William Park Joseph R. Ramrath Trste, FBO California
Central TR BK Corp., FBO NWQ Value Equity, Box 5024,
Costa Mesa, CA 92628-5024; 7%*
_____________
* Denotes shares held by a trustee or fiduciary for
which beneficial ownership is disclaimed or presumed
disclaimed.
PROPOSAL FOR LIQUIDATION OF THE
PORTFOLIO
Background
NWQ Value Equity Portfolio Institutional Class
Shares began operations on September 21, 1994 and the
Institutional Service Class Shares began operations on June
16, 1997, as one of the portfolios of the Fund. During the
period from commencement of operations through October
1, 1998, the Portfolio's assets reached a level of
$8,180,946. The Portfolio has operated as a value equity
portfolio using a variety of investment techniques during
this period. During this period, the Board of Directors
has considered the total asset level of the Portfolio, the
performance of the Portfolio both before and after
deducting certain expenses arising from the operation of
the Portfolio and the impact on the Portfolio's investment
results of the relatively small size of the Portfolio.
Notwithstanding the marketing of the Portfolio's
shares, growth in the Portfolio's assets has been slow.
Several marketing efforts, including offering Institutional
Service Class Shares, and the assumption of Portfolio
expenses by NWQ Investment Management Company (the
"Adviser"), were not adequate to significantly increase the
size of the Portfolio. The Adviser and the Board have
regularly reviewed developments, and considered
alternatives.
Sales of the Portfolio shares have not been sufficient
to allow the Portfolio to reach a size adequate, in the
judgment of the Board, to spread expenses over a sufficient
asset base to provide a satisfactory return to shareholders.
Since the inception of the Portfolio, the Adviser has waived
its fees and assumed a significant portion of the expenses of
the Portfolio. In the absence of such waiver and
assumption, the Portfolio might not be profitable for
shareholders. As a result, the Board instructed the officers
of the Fund to investigate what, if any, additional steps or
alternative courses would best serve the interest of
shareholders.
The officers of the Fund sought to determine
whether a merger or transfer of assets would be possible,
and if it would produce desirable results for shareholders.
It appeared to the management of the Fund that the small
size of the Portfolio, the time required to effect a
transaction, and regulatory expenses involved in either
a merger or transfer of the assets to another mutual fund,
and current market conditions could make such a course
more expensive than the benefit which could be expected
by the stockholders. The officers investigated the steps
required for liquidation of the Portfolio, subject to
presentation of a final report to the Board.
At a September 23, 1998 meeting, the Board
reviewed the expenses which had been assumed by the
Adviser during the life of the Portfolio, the efforts and
expenses of the Distributor to distribute shares of the
Portfolio, and the effect of the operating expenses on the
historic and anticipated returns of stockholders. The Board
considered that the Adviser had not been able to collect or
retain any significant advisory fee during the life of the
Portfolio, that there would be no prospect that this would
change in the near future, and that in the absence of
compensation over long periods, the ability of the adviser to
service the needs of the Fund would be impaired. For the
most recent fiscal year, absent the waiver of fees or
assumption of expenses by the Adviser, the Portfolio's
expenses would have been approximately 3.83% of assets
compared to 1.00% after the fee waiver and assumption of
expenses with respect to the Institutional Class Shares, and
4.23% of assets compared to 1.40% after the fee waiver and
assumption of expenses with respect to the Institutional
Service Class Shares. The Portfolio's expense ratio for the
present fiscal year is expected to be substantially the same.
The Board concluded that an increase in fund
expenses attributable to the likely discontinuance of the fee
waiver and assumption of the expenses in the future,
especially when added to the expenses of the Portfolio
presently paid directly by the Portfolio, would significantly
reduce the Portfolio's returns. Moreover, the presence of
larger funds with similar objectives better able to operate on
an efficient basis and provide higher returns to shareholders,
made it unlikely that the Portfolio could achieve a significant
increase in asset size and achieve economies of scale. The
Board therefore concluded that it would be in the interest of
the stockholders of the Portfolio to liquidate the Portfolio
promptly, in accordance with a Plan of Liquidation and
Dissolution. (See "General Tax Consequences" below.)
Plan of Liquidation and Dissolution
The Board of Directors has approved the Plan of
Liquidation and Dissolution (the "Plan") summarized in this
section and set forth as Exhibit A to this proxy statement.
1. Effective Date of the Plan and Cessation of
the Portfolio's Business as an Investment Company. The
Plan will become effective on the date of its adoption and
approval by a majority of the outstanding shares of the
Portfolio. Following this approval, the Portfolio (i) will
cease to invest its assets in accordance with its investment
objective and will sell the portfolio securities it owns in
order to convert the Portfolio's assets to cash; (ii) will not
engage in any business activities except for the purposes of
winding up its business and affairs, preserving the value of
its assets and distributing its assets to stockholders after the
payment to (or reservation of assets for payment to) all
creditors of the Portfolio; and (iii) will terminate in
accordance with the laws of the State of Maryland and the
Articles of Incorporation of the Fund.
2. Closing of Books and Restriction of
Transfer and Redemption of Shares. The proportionate
interests of stockholders in the assets shall be fixed on the
basis of their respective holdings on the Effective Date of the
Plan. On such date the books of the Portfolio will be closed
and the stockholders' respective assets will not be
transferable by the negotiation of share certificates. (Plan,
Section 4)
3. Liquidating Distribution. As soon as
possible after approval of the Plan, and in any event within
fourteen days thereafter, the Fund on behalf of the Portfolio
will mail the following to each stockholder of record on the
effective date of the Plan: (i) to each stockholder not
holding stock certificates of the Portfolio, liquidating cash
distribution equal to the stockholder's proportionate interest
in the net assets of the Portfolio, (ii) to each stockholder
holding stock certificates of the Portfolio, a confirmation
showing such stockholder's proportionate interest in the net
assets of the Portfolio with an advice that such stockholder
will be paid in cash upon return of the stock certificates; and
(iii) information concerning the sources of the liquidating
distribution. (Plan, Section 7)
4. Expenses. The Portfolio will bear all
expenses incurred by it in carrying out the Plan. It is
expected that other liabilities of the Portfolio incurred or
expected to be incurred prior to the date of the liquidating
distribution will be paid by the Portfolio, or set aside for
payment, prior to the mailing of the liquidating distribution.
The Portfolio's liabilities relating to the Plan are estimated at
no more than $2,000, which includes legal and auditing
expenses and printing, mailing, soliciting and miscellaneous
expenses arising from the liquidation, which the Portfolio
normally would not incur if it were to continue in business.
If the Portfolio incurs more than $2,000 in additional
liabilities to liquidate the Portfolio, such expenses will be
paid by the Adviser. The total liabilities of the Portfolio
prior to the liquidating distribution are estimated to be
$18,000. This amount includes the dissolution expenses
referred to above and amounts accrued, or anticipated to be
accrued, for custodial and transfer agency services, legal
audit and directors fees and printing costs. Any expenses
and liabilities attributed to the Portfolio subsequent to the
mailing of the liquidating distribution will be borne by the
Adviser. (Plan, Section 6 and 8)
5. Continued Operation of the Portfolio. After
the date of mailing of the liquidating distribution, the
dissolution of the Portfolio will be effected. The Plan
provides that the Directors shall have the authority to
authorize such variations from or amendments of the
provisions of the Plan as may be necessary or appropriate to
marshal the assets of the Portfolio and to effect the
dissolution, complete liquidation and termination of the
existence of the Portfolio and the purposes to be
accomplished by the Plan. (Plan, Sections 9 and 10)
General Tax Consequences.
Each stockholder who receives a liquidating
distribution will recognize gain or loss for federal income tax
purposes equal to the excess of the amount of the
distribution over the stockholder's tax basis in the Portfolio
shares. Assuming that the stockholder holds such shares as
capital assets, such gain or loss will be capital gain or loss
and will be long-term or short-term capital gain depending
on the stockholder's holding period for the shares.
The tax consequences discussed herein may affect
shareholders differently depending upon their particular tax
situations unrelated to the liquidating distribution, and
accordingly, this summary is not a substitute for careful tax
planning on an individual basis. SHAREHOLDERS MAY
WISH TO CONSULT THEIR PERSONAL TAX
ADVISERS CONCERNING THEIR PARTICULAR TAX
SITUATIONS AND THE IMPACT THEREON OF
RECEIVING THE LIQUIDATING DISTRIBUTION AS
DISCUSSED HEREIN, INCLUDING ANY STATE AND
LOCAL TAX CONSEQUENCES.
The Fund anticipates that it will retain its
qualification as a regulated investment company under the
Internal Revenue Code, as amended, during the liquidation
period and, therefore, will not be taxed on any of its net
income from the sale of its assets.
Representatives of PricewaterhouseCoopers LLP,
independent accountants for the Fund, are not expected to be
present at the Special Meeting.
If the stockholders do not approve the Plan, the
Portfolio will continue to exist as a registered investment
company in accordance with its stated objective and policies.
The Board would meet to consider what, if any, steps to take
in the interest of stockholders.
Stockholders are free to redeem their shares prior to
the liquidation.
THE DIRECTORS OF THE FUND RECOMMEND
APPROVAL OF THE PLAN.
GENERAL INFORMATION
Investment Adviser, Principal Underwriter and
Administrator.
The investment adviser to the Portfolio is NWQ
Investment Management Company, 2049 Century Park East,
Los Angeles, CA 90067. The Portfolio's principal
underwriter is UAM Fund Distributors, Inc., 211 Congress
Street, Boston, MA 02110. The Portfolio's administrator is
UAM Fund Services, Inc., located at 211 Congress Street,
Boston, MA 02110. The investment adviser, principal
underwriter and administrator for the Portfolio are wholly
owned subsidiaries of United Asset Management
Corporation. UAM Fund Services, Inc. has contracted some
administrative services to Chase Global Funds Services
Company, an affiliate of The Chase Manhattan Bank,
located at 73 Tremont Street, Boston, MA 02108.
Reports to Stockholders and Financial Statements.
The Annual Report to Stockholders of the Portfolio,
including audited financial statements for the Portfolio for
the fiscal year ended October 31, 1997, and the Semi-Annual
Report to Stockholders for the period ended April 30, 1998,
have been mailed to stockholders. The Annual Report and
Semi-Annual Report should be read in conjunction with this
Proxy Statement. You can obtain a copy of the Annual and
Semi-Annual Reports from the Fund, without charge, by
writing to the Fund at the address on the cover of this Proxy
Statement, or by calling 1-800-638-7983.
OTHER MATTERS
The Portfolio is not aware of any other matter which
is anticipated to come before the Special Meeting or any
adjournment thereof other than the matter set forth herein. If
any other matter may properly come before the meeting, or
any adjournment thereof, this proxy would confer
discretionary authority on the proxies with respect to acting
on any such matters, and the persons named in the proxy
have advised that they intend to vote, act, or consent
thereunder in accordance with their best judgment at that
time with respect to such matters.
By Order of the Board of Directors,
/s/ Michael E. DeFao
Michael E. DeFao
Secretary
Dated: October 6, 1998
Exhibit A
UAM FUNDS, INC.
NWQ Value Equity Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution ("Plan")
concerns the NWQ Value Equity Portfolio (the "Portfolio")
of UAM Funds, Inc. (the "Fund"), which is a corporation
organized and existing under the laws of the State of
Maryland. The Portfolio began operations on September 21,
1994 as an open-end management investment company
registered under the Investment Company Act of 1940
("Act") by offering Institutional Class Shares, and it began
offering Institutional Service Class shares on June 16, 1997.
The Plan intended to accomplish the complete liquidation
and dissolution of the Portfolio in conformity with all
provisions of Maryland law and the Fund's Articles of
Incorporation.
WHEREAS, the Fund's Board of Directors, on
behalf of the Portfolio, has determined that it is in the best
interests of the Portfolio and its stockholders to liquidate and
dissolve the Portfolio; and
WHEREAS, at a meeting of the Board of Directors
on September 23 1998, it considered and adopted this Plan
as the method of liquidating and dissolving the Portfolio and
directed that this Plan be submitted to stockholders of the
Portfolio for approval;
NOW THEREFORE, the liquidation and dissolution
of the Portfolio shall be carried out in the manner hereinafter
set forth:
1. Effective Date of Plan. The Plan shall be
and become effective only upon the adoption and approval
of the Plan, at a meeting of stockholders called for the
purpose of voting upon the Plan, by the affirmative vote of
the holders of a majority of the outstanding voting securities
of the Portfolio. The day of such adoption and approval by
stockholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable,
consistent with the provisions of the Plan, the Portfolio shall
be dissolved in accordance with the laws of the State of
Maryland and the Fund's Articles of Incorporation
("Dissolution").
3. Cessation of Business. After the Effective
Date of the Plan, the Portfolio shall cease its business as an
investment company and shall not engage in any business
activities except for the purposes of winding up its business
and affairs, marshalling and preserving the value of its assets
and distributing its assets to stockholders in accordance with
the provisions of the Plan after the payment to (or
reservation of assets for payment to) all creditors of the
Portfolio.
4. Restriction of Transfer and Redemption of
Shares. The proportionate interests of stockholders in the
assets of the Portfolio shall be fixed on the basis of their
respective stockholdings at the close of business on the
Effective Date of the Plan. On the Effective Date, the books
of the Portfolio shall be closed. Thereafter, unless the books
are reopened because the Plan cannot be carried into effect
under the laws of the State of Maryland or otherwise, the
stockholders' respective interests in the Portfolio's assets
shall not be transferable by the negotiation of share
certificates.
5. Liquidation of Assets. As soon as is
reasonable and practicable after the Effective Date, all
portfolio securities of the Portfolio shall be converted to cash
or cash equivalents.
6. Payment of Debts. As soon as practicable
after the Effective Date, the Portfolio shall determine and
pay, or set aside in cash equivalent, the amount of all known
or reasonably ascertainable liabilities of the Portfolio
incurred or expected to be incurred prior to the date of
liquidating distribution provided for in Section 7, below.
7. Liquidating Distribution. As soon as
possible after the Effective Date of the Plan, and in any
event within 14 days thereafter, the Portfolio shall mail the
following to each stockholder of record on the Effective
Date: (1) to each stockholder not holding stock certificates of
the Portfolio, a liquidating distribution equal to the
stockholder's proportionate interest in the net assets of the
Portfolio; (2) to each stockholder holding stock certificates
of the Portfolio, a confirmation showing such stockholder's
proportionate interest in the net assets of the Portfolio with
an advice that such stockholder will be paid in cash upon
return of the stock certificate; and (3) information
concerning the sources of the liquidating distribution.
8. Management and Expenses of the Portfolio
Subsequent to the Liquidating Distribution. The Portfolio
shall bear all expenses incurred by it in carrying out this Plan
of Liquidation and Dissolution including, but not limited to,
all printing, legal, accounting, custodian and transfer agency
fees, and the expenses of any reports to or meeting of
stockholders. Any expenses and liabilities attributed to the
Portfolio subsequent to the mailing of the liquidating
distribution will be borne by NWQ Investment Management
Company, the Portfolio's Investment Adviser.
9. Power of Board of Directors. The Board,
and subject to the directors, the officers, shall have authority
to do or authorize any or all acts and things as provided for
in the Plan and any and all such further acts and things as
they may consider necessary or desirable to carry out the
purposes of the Plan, including the execution and filing of all
certificates, documents, information returns, tax returns and
other papers which may be necessary or appropriate to
implement the Plan. The death, resignation or disability of
any director or any officer of the Fund shall not impair the
authority of the surviving or remaining directors or officers
to exercise any of the powers provided for in the Plan.
10. Amendment of Plan. The Board shall have
the authority to authorize such variations from or
amendments of the provisions of the Plan as may be
necessary or appropriate to effect the marshalling of
Portfolio assets and the dissolution, complete liquidation and
termination of the existence of the Portfolio, and the
distribution of its net assets to stockholders in accordance
with the laws of the State of Maryland and the purposes to
be accomplished by the Plan.
UAM FUNDS, INC. on behalf of NWQ Value Equity
Portfolio For the Board of Directors
By: _______________________
Chairman
Date: October __, 1998
Accepted:
NWQ INVESTMENT MANAGEMENT COMPANY
By: _____________________
Title:
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
NWQ Value Equity Portfolio
Proxy for Special Meeting of Stockholders October 28, 1998
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints Michael DeFao
and Robert Flaherty, or either of them, with power of
substitution, as attorneys and proxies to appear and vote all
of the shares of stock standing in the name of the
undersigned at the Special Meeting of Stockholders of the
NWQ Value Equity Portfolio of UAM Funds, Inc. to be held
at the offices of UAM Fund Services, Inc., 211 Congress
Street, Boston, Massachusetts 02110, at 10:00 a.m. local
time on October 28, 1998, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorneys
to vote:
1. To approve the liquidation and dissolution of the
NWQ Value Equity Portfolio, as set forth in a Plan
of Liquidation and Dissolution adopted by the Board
of Directors of UAM Funds, Inc.
FOR, AGAINST, ABSTAIN
/__/, /__/, /__/
2. Any other business which may properly come before
the meeting or any other adjournment thereof. The
management knows of no other such business.
THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS SPECIFIED IN THE
FOREGOING ITEM 1, BUT IF NO CHOICE IS
SPECIFIED, THEY WILL BE VOTED FOR
APPROVAL OF ITEM 1.
Dated: October ___, 1998
________________________
Signature of Stockholder
________________________
(Signature of all joint owners is required. Fiduciaries please
indicate your full title.) If any other matters properly come
before the meeting about which the proxy holders were not
aware prior to the time of the solicitation, authorization is
given the proxy holders to vote in accordance with the views
of management thereon. The management is not aware of
any such matters.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS
PROXY
IN THE ENCLOSED ENVELOPE.
