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. (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. Acadian International Equity Portfolio UAM Funds Service Center c/o Chase Global Funds Services Company P.O. Box 2798 Boston, Massachusetts 02208-2798 1-800-638-7983 October 6, 1998 Dear Stockholder: 	Enclosed you will find a proxy statement and proxy card for a special meeting of stockholders of Acadian International Equity 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. Acadian International Equity Portfolio UAM Funds Service Center c/o Chase Global Funds Services Company P.O. Box 2798 Boston, Massachusetts 02208-2798 1-800-638-7983 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held October 28, 1998 TO THE STOCKHOLDERS OF ACADIAN INTERNATIONAL EQUITY PORTFOLIO: 	Notice is hereby given that a special meeting of stockholders (the "Special Meeting") of Acadian International Equity Portfolio (the "Portfolio"), a series of UAM Funds, Inc. (the "Fund"), will be held on October 28, 1998, 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 October 2, 1998 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 October 6, 1998 UAM FUNDS, INC. Acadian International Equity 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 Acadian International Equity 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 October 28, 1998 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 recommendation to approve the liquidation and dissolution so as to dissolve the Portfolio and return the proceeds to the stockholders of the Portfolio; and (ii) in the discretion of the proxies upon 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 cast at a meeting at which a quorum is present. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to the proposal present for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Special Meeting. A quorum is constituted by the presence in person or by proxy of the holders of a majority of the outstanding shares of the Portfolio. 	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 October 6, 1998. Voting Securities and Principal Holders Thereof 	Holders of record of the shares of Common Stock of the Portfolio at the close of business on October 2, 1998, will be entitled to vote at the Special Meeting or any adjournment thereof. As of September 30, 1998 the Portfolio had outstanding 67,788.711 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 September 30, 1998, the following stockholders owned of record or beneficially more than five percent of the outstanding Common Stock of the Portfolio: Charles Schwab & Co., Inc., Reinvest Account, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA 94104; 39.73%* Wilmington Trust Co., FBO Georgia Marble Co. MPP PSP, c/o Mutual Funds, PO Box 8971, Wilmington, DE 19899-8971; 26.08%* Wilmington Trust Co., FBO Georgia Marble Co. 401K Plan, c/o Mutual Funds, PO Box 8971, Wilmington, DE 19899-8971; 14.73%* William Park Joseph R. Ramrath Ttste, FBO UAM Profit Sharing 401K Plan, FBO Dwight Asset Management, 125 College St. PO Box 1590, Burlington, VT 05420-1590; 11.03%* ___________ *	Denotes shares held by a trustee or fiduciary for which beneficial ownership is disclaimed or presumed disclaimed. PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO Background 	Acadian International Equity Portfolio Institutional Class Shares began operations on March 29, 1993 as one of the portfolios of the Fund. During the period from commencement of operations through September 30, 1998, the Portfolio's assets reached a level of $21,739,845. The Portfolio has operated as a long-term equity portfolio 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 Acadian 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. 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 September 23, 1998 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 1.74% of assets compared to 1.00% 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 $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 $10,000. 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 Acadian Asset Management, Inc., Two International Place, Boston, MA 02110. 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, 1997, and the Semi-Annual Report to Stockholders for the period ended April 30, 1998, have been mailed to stockholders. The annual Report and Semi-Annual Report should be read in conjunction with this Proxy Statement. You can obtain a copy of the Annual and Semi-Annual Reports from the Fund, without charge, by writing to the Fund at the address on the cover of this Proxy Statement, or by calling 1- 800-638-7983. 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, /s/Michael E. DeFao Michael E. DeFao Secretary Dated: October 6, 1998 Exhibit A UAM FUNDS, INC. Acadian International Equity Portfolio Plan of Liquidation and Dissolution 	This Plan of Liquidation and Dissolution ("Plan") concerns the Acadian International Equity Portfolio (the "Portfolio") 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 March 29, 1993 as an open-end management investment company registered under the Investment Company Act of 1940 ("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 September 23 1998, 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 Acadian Asset Management, 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 Acadian International Equity Portfolio For the Board of Directors By: _______________________ Chairman Date: October __, 1998 Accepted: ACADIAN ASSET MANAGEMENT, INC. By: _____________________ Title: THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND UAM FUNDS, INC. Acadian International Equity Portfolio Proxy for Special Meeting of Stockholders October 28, 1998 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 Acadian International Equity 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 October 28, 1998, 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 Acadian International Equity 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:	October ___, 1998 ________________________ 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.