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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-
11(c) or ss.240.14a-12
UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)
.....................................................
Name of Person(s) Filing Proxy Statement, if other
than theRegistrant)
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
11 (set forth the amount on which the filing
fee is calculated and state how it was
determined):
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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(a0(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.
SAMI PREFERRED STOCK INCOME PORTFOLIO
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link
July 16, 1999
Dear Stockholder:
Enclosed you will find a proxy statement and proxy
card for a special meeting of stockholders of SAMI
Preferred Stock Income 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. You may easily reinvest
your proceeds from the liquidation in shares of
another UAM Fund by contacting a shareholder service
representative at 1-877-UAM-Link.
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,
Norton H. Reamer
Chairman
UAM FUNDS, INC.
SAMI PREFERRED STOCK INCOME PORTFOLIO
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held August 27, 1999
TO THE STOCKHOLDERS OF
SAMI PREFERRED STOCK INCOME PORTFOLIO:
Notice is hereby given that a special meeting of
stockholders (the "Special Meeting") of SAMI
Preferred Stock Income Portfolio (the "Portfolio"), a
series of UAM Funds, Inc. (the "Fund"), will be held
on August 27, 1999, 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
July 7, 1999 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,
Michael E. DeFao
Secretary
Boston, Massachusetts
July 16, 1999
UAM FUNDS, INC.
SAMI PREFERRED STOCK INCOME 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 SAMI
Preferred Stock Income 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,
Massachusetts, on August 27, 1999 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 proposal to liquidate and dissolve
the Portfolio and return the proceeds to the
stockholders of the Portfolio; and (ii) in the
discretion of the proxies, 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
at a meeting at which a quorum is present. The
presence in person or by proxy of the holders of a
majority of all the votes entitled to be cast at the
meeting will constitute a quorum. For purposed of
determining the presence of a quorum, abstentions,
broker non-votes or withheld votes will be counted as
present.
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 July 16, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of common stock of
the Portfolio at the close of business on July 7,
1999, will be entitled
to vote at the Special
Meeting or any adjournment thereof. As of July 1,
1999, the Portfolio
had outstanding ________ shares of common stock. The
stockholders
are entitled to one vote per share on all business to
come before the
meeting.
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 July 1, 1999, the following stockholders owned
of record or
beneficially more than five percent of the
outstanding common stock of
the Portfolio:
[insert list]
___________
* Denotes shares held by a trustee or fiduciary
for which beneficial
ownership is disclaimed or presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background
The Portfolio began operations on June 23, 1992, as a
series of the Fund.
During the period from commencement of operations
through July 1,
1999, the Portfolio's assets reached a level of
$______. The Portfolio
has invested primarily in a diversified portfolio of
investment-grade
preferred securities 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 and the
assumption of Portfolio expenses by Spectrum Asset
Management, Inc.
(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. After reviewing current
market conditions, the
relatively small size of the portfolio and the time
and effort required to
effect a transaction, management of the Fund believed
that the expense
of a merger or transfer of the assets to another
mutual fund are greater
than the benefits stockholders of the portfolio could
expect to realize
from such a transaction. The officers investigated
the steps required for
liquidation of the Portfolio, subject to presentation
of a final report to the
Board.
At a June 17, 1999, 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 1.30% of assets compared to
0.99% after the
fee waiver and assumption of expenses. 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
$______, 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 $______ 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 $______. 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 Spectrum
Asset Management,
Inc., Four High Ridge Park, Stamford, Connecticut
06905. The
Portfolio's principal underwriter is UAM Fund
Distributors, Inc., 211
Congress Street, Boston, Massachusetts 02110. The
Portfolio's
administrator is UAM Fund Services, Inc., located at
211 Congress
Street, Boston, Massachusetts 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,
Massachusetts 02108. UAM
Fund Services, Inc. has subcontracted its transfer
agent and dividend-
disbursing agent services to DST Systems, Inc.
located at P.O. Box
419534, Kansas City, Missouri 64141-6534. UAM Fund
Services, Inc.
has subcontracted sub-shareholder servicing to UAM
Shareholder
Service Center, Inc. an affiliate of United Asset
Management
Corporation, located at 825 Duportail Road, Wayne,
Pennsylvania
19087.
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, 1998, and the Semi-Annual Report to shareholders
for the period
ended April 30, 1999, have been mailed to
stockholders. The Annual
Report and the Semi-Annual Report should be read in
conjunction with
this Proxy Statement. You can obtain a copy of the
Annual Report and
the Semi-Annual Report from the Fund, without charge,
by writing to the
Fund at the address on the cover of this Proxy
Statement, or by calling 1-
877-UAM-LINK.
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. Other matters will be
considered if notice is
given within a reasonable amount of time prior to the
meeting. 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,
Michael E. DeFao
Secretary
Dated: July 16, 199
Exhibit A
UAM FUNDS, INC.
SAMI Preferred Stock Income Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution ("Plan")
concerns the SAMI
Preferred Stock Income Portfolio (the "Portfolio"), a
series 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 June 23, 1992. The Fund is registered as an open-
end management
investment company registered under the Investment
Company Act of
1940, as amended ("Act"). The Plan is 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
June 17, 1999, 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
Investment Counselors of Maryland, Inc., 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 SAMI Preferred Stock Income Portfolio
For the Board of Directors
By: ______________________
Norton H. Reamer
Chairman
Accepted:
Spectrum Asset Management, Inc.
By: ______________________
Name:
Title:
Date: August 27, 1999
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
SAMI Preferred Stock Income Portfolio
Proxy for Special Meeting of Stockholders August 27,
1999
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 SAMI
Preferred Stock Income 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
August 27, 1999, 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 SAMI
Preferred Stock Income 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: ________, 1999
___________________
Signature of Stockholder(s)
___________________
(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.
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