March 2, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Office of Filings, Information and
Consumer Services
Re: UAM Funds, Inc.
File Nos. 33-25355, 811-5683
Ladies and Gentlemen:
Enclosed is preliminary proxy material filed on
behalf of UAM Funds, Inc., a registered open-end
management investment company.
The Fund is seeking approval from the
stockholders of ICM Fixed Income Portfolio to
liquidate the portfolio. The proxy materials
will be mailed to stockholders on or about March
12, 1998.
Questions related to this filing may be directed
to me at (617) 542-5440.
Very Truly Yours,
/s/Theresa DelVecchio
Theresa DelVecchio
Enclosure
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 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.
ICM Fixed Income Portfolio
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link
March 12, 1999
Dear Stockholder:
Enclosed you will find a proxy statement
and proxy card for a special meeting of
stockholders of ICM Fixed 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.
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.
ICM Fixed 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 March __, 1999
TO THE STOCKHOLDERS OF
ICM FIXED INCOME PORTFOLIO:
Notice is hereby given that a special
meeting of stockholders (the "Special Meeting")
of Fixed Income Portfolio (the "Portfolio"), a
series of UAM Funds, Inc. (the "Fund"), will be
held on March __, 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 February 26, 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
March 12, 1999
UAM FUNDS, INC.
ICM Fixed 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 ICM Fixed 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, MA on March
__, 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 the outstanding shares of the Portfolio will
constitute a quorum
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 March 12, 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 February 26, 1999, will be entitled to vote
at the Special Meeting or any adjournment
thereof. As of February 26, 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 February 26, 1999, the
following stockholders owned of record or
beneficially more than five percent of the
outstanding common stock of the Portfolio:
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background
The Portfolio began operations on November
3, 1992, as a series of the Fund. During the
period from commencement of operations through
February 26, 1999, the Portfolio's assets
reached a level of $_______________. The
Portfolio has invested primarily in 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
and the assumption of Portfolio expenses by
Investment Counselors of Maryland, 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. 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 March 11, 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 1.01% of assets compared to 0.50%
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. 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
Investment Counselors of Maryland, Inc., 803
Cathedral Street, Baltimore, MD 21201. 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, 1998 has been mailed to
stockholders. The Annual Report should be read
in conjunction with this Proxy Statement. You
can obtain a copy of the 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. 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: March 12, 1999
Exhibit A
UAM FUNDS, INC.
ICM Fixed Income Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution
("Plan") concerns the ICM Fixed 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
November 3, 1992, as an open-end management
investment company registered under the
Investment Company Act of 1940, as amended
("Act"). 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 March 11, 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 ICM Equity
Portfolio
For the Board of Directors
By:_______________
Norton H. Reamer
Chairman
Date: March 12, 1999
Accepted:
INVESTMENT COUNSELORS OF
MARYLAND, INC.
By:_________________
Name:
Title:
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
ICM Fixed Income Portfolio
Proxy for Special Meeting of Stockholders March
__, 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
ICM Fixed 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 March __,
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 ICM Fixed Income Portfolio, as set
forth in a Plan of Liquidation and
Dissolution adopted by the Board of
Directors of UAM Funds, Inc.
FOR AGINST 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: March ___, 1999
____________
____________
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.
