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Exhibit A
UAM FUNDS, INC.
Sterling Partners' Equity Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution ("Plan") concerns the Sterling
Partners' Equity 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 May 15, 1991. 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 December 14, 2000, 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
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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
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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
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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
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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
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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
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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
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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
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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
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Distribution. The Portfolio shall bear all expenses incurred by it in carrying
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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 Sterling Capital Management Company,
the Portfolio's Investment Adviser.
9. Power of Board of Directors. The Board, and subject to the directors, the
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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
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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 Sterling Partners' Equity Portfolio
For the Board of Directors
By: ________________________
Name: James F. Orr III
Title: President
Accepted:
STERLING CAPITAL MANAGEMENT COMPANY
By: ________________________
Name: Mark W. Whalen
Title: President
January 26, 2001
