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Exhibit B 1
AMENDMENT TO THE
BY-LAWS
OF
UAM FUNDS, INC.
On September 13, 2000, the Board of Directors of UAM Funds, Inc. approved the
following revisions to the By-Laws:
The existing Article II, Section 8 is hereby deleted in its entirety and
replaced with the following:
Section 8. Voting - Proxies. Each Stockholder entitled to vote at any
meeting of Stockholders may authorize another person or persons to act for him
by a proxy signed by such Stockholder or his duly authorized agent. Signing may
be accomplished by the Stockholder or the Stockholder's agent signing the proxy
or causing the Stockholder's signature to be affixed to the proxy by any
reasonable means, including facsimile signature. A Stockholder also may
authorize another person to act as proxy by transmitting, or authorizing the
transmission of, a telegram, cablegram, datagram, or other means of electronic
or telephonic transmission to the person authorized to act as proxy or to a
proxy solicitation firm, proxy support service organization, or other person
authorized by the person who will act as proxy to receive the transmission. No
proxy shall be voted on after eleven months from its date unless it provides for
a longer period. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to exercise
of such proxy the Corporation received a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior to its exercise.
