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. - 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
the
Registrant)
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transaction applies:
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identify the filing for which the offsetting fee
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UAM FUNDS, INC.
NWQ BALANCED 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 NWQ
Balanced 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,
/s/Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS, INC.
NWQ BALANCED 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
NWQ BALANCED PORTFOLIO:
Notice is hereby given that a special meeting of
stockholders (the "Special Meeting") of NWQ
Balanced 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,
Massachusetts 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,
/s/Michael E. DeFao
Michael E. DeFao
Secretary
Boston, Massachusetts
July 16, 1999
UAM FUNDS, INC.
NWQ BALANCED 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 Balanced
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 7, 1999, the Portfolio
had outstanding 100,343 shares of common stock in the
Institutional Class and 707,829 in the Institutional
Service Class. 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
7, 1999, the following stockholders owned of record or
beneficially more than five percent of the outstanding
common stock of:
THE INSTITUTIONAL CLASS
William Park, Joseph R. Ramrath TR FBO California
Central Trust Bank CUST DTD 9/30/93, P.O. Box 5024,
Costa Mesa, CA 92628-5024; 37.16%*
International Wolf Center 5930 Brooklyn Blvd., Suite
204, Minneapolis, MN 55429-2518; 12.16%*
Chase Manhattan Bank NA CUST IRA R/O Donald
Glen Woodward, 1319 Upland Hills Drive N, Upland,
CA 91784-9168; 27.65%*
South Trust Bank NA TRSTE FBO Ellen Gregg Ingalls
Eye Research Institute for Employee Pension Plan, P.O.
Box 830804, Birmingham, AL 35283-0804;
12.34%*
THE INSTITUTIONAL SERVICE CLASS
Wilmington Trust Co. FBO Mustang Employees 401K
PSP, C/O Mutual Funds UAM, P.O. Box 8971,
Wilmington, DE 19899-8971; 28.29%*
Wilmington Trust Co. TR U/A 2/1/98 FBO Allied Waste
401K Plan, C/O Mutual Funds UAM, 1100 N. Market
Street, Wilmington, DE 19890-0001; 33.43%*
Wilmington Trust Co. TR U/A 2/1/98 FBO North Texas
Carpenters, C/O Mutual Funds UAM, P.O. Box 8971,
Wilmington, DE 19890-0001; 34.31%*
___________________
* 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 August 2, 1994, as a
series of the Fund. During the period from
commencement of operations through July 7, 1999, the
Portfolio's assets reached a level of $1,370,687 for the
Institutional Class and $9,628,734 for the Institutional
Service Class The Portfolio has invested primarily in a
combination of equity and debt 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, including offering Institutional
Service Class shares and the assumption of Portfolio
expenses by NWQ Investment Management Company,
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. For the majority of the Portfolio's life, the
Adviser has waived its fees and assumed a significant
portion of the expenses of the Portfolio. Moreover,
when UAM Retirement Plan Services, a wholly owned
subsidiary of United Asset Management Corporation
designed to service 401(k) and other retirement plans,
closed, many of the retirement plans it serviced
withdrew their assets from the Portfolio. As a result of
those redemptions, the Adviser had to assume an even
greater 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 would be 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, the Portfolio's
total expenses were:
Without Waiver or Reimbursement of Expenses
Institutional Class 1.17%
Institutional Service Class 1.56%
With Waiver or Reimbursement of Expenses
1.00%
1.40%
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 $45,315.
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, Inc., 2049 Century
Park East, 4th Floor, Los Angeles, California 90067. 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,
/s/Michael E. DeFao
Michael E. DeFao
Secretary
Dated: July 16, 1999
Exhibit A
UAM FUNDS, INC.
NWQ BALANCED PORTFOLIO
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution ("Plan")
concerns the NWQ Balanced 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
August 2, 1994. 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 NWQ Balanced Portfolio
For the Board of Directors
By: ______________________
Norton H. Reamer
Chairman
Accepted:
NWQ Investment Management Company, 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.
NWQ Balanced Portfolio
Proxy for Special Meeting of Stockholders August 27,
1999
KNOW ALL MEN BY THESE PRESENT, 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 Balanced 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
NWQ Balanced 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.
July 16, 1999
