SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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ss.240.14a-12
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UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
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UAM FUNDS, INC.
Sirach Fixed Income Portfolio - Institutional Class Shares
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
October 31, 1997
Dear Stockholder:
Enclosed you will find a proxy statement and proxy card for a
special meeting of stockholders of Sirach 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 the proceeds of the
liquidation of your account to you. Once you receive your funds,
you will be in a position to pursue any investment option you wish.
Both I and the other Directors of the Portfolio regret 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,
Norton Reamer
Chairman
UAM FUNDS, INC.
Sirach Fixed Income Portfolio - Institutional Class Shares
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 December 3, 1997
TO THE STOCKHOLDERS OF
SIRACH FIXED INCOME PORTFOLIO:
Notice is hereby given that a special meeting of stockholders (the
"Special Meeting") of Sirach Fixed Income Portfolio (the
"Portfolio"), a series of UAM Funds, Inc. (the "Fund"), will be
held on December 3, 1997, at the offices of UAM Fund Services,
Inc., 211 Congress Street, Boston, MA 02110 at 10:00 A.M. local
time, for the purpose of considering a proposal:
To approve the liquidation and dissolution of 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 20,
1997, will be entitled to vote at the meeting. You are invited to
attend the Special Meeting, but if you cannot do so, please fill in
and sign the enclosed proxy, and return it in the accompanying
envelope as promptly as possible. Any stockholder attending can
vote in person even though a proxy has already been returned.
By Order of the Board of Directors,
Michael E. DeFao
Michael E. DeFao
Secretary
Boston, Massachusetts
October 31, 1997
UAM FUNDS, INC.
Sirach Fixed Income Portfolio - Institutional Class Shares
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by or on behalf of the Board of Directors
of UAM Funds, Inc. (the "Fund") on behalf of Sirach Fixed Income
Portfolio (the "Portfolio"), a separate series of the Fund, for use
at the Special Meeting of Stockholders (the "Special Meeting") to
be held at UAM Fund Services, Inc., 211 Congress Street, Boston, MA
02110 on December 3, 1997, at 10:00 A.M. local time.
Proxy Solicitation
All proxies in the enclosed form which 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 Portfolio. 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 the recommendation
to approve the Plan of Liquidation and Dissolution (the "Plan") so
as to dissolve the Portfolio and return the proceeds to the
stockholders of the Portfolio, and in the discretion of the proxies
upon any other matter not presently known which may properly come
before the meeting or any adjournment thereof.
A majority of the shares of the Portfolio entitled to vote at the
meeting constitutes a quorum for the transaction of business at the
Special Meeting. Shares represented in person or by proxy
(including shares which abstain or do not vote with respect to the
Proposal presented for stockholder approval) will be counted for
purposes of determining whether a quorum is present at the Special
Meeting. Under Maryland law, abstentions and broker non-votes will
be treated as votes not cast for purposes of determining whether
the Proposal has been approved, and, therefore, will not be
counted. Approval of the proposal will require the affirmative
vote of a majority of the outstanding voting securities of the
Portfolio.
In the event a quorum is not present at the meeting or in the event
that a quorum is present but sufficient votes to approve the
proposed item are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at such
meeting in person or by proxy. The persons named as proxies will
vote those proxies that they are entitled to vote FOR any such
proposal, in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal, against any
such adjournment.
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 31, 1997.
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 20, 1997, will be entitled to vote
at the Special Meeting or any adjournment thereof. As of October
20, 1997 the Portfolio had outstanding 4,797,588.553 shares of
Common Stock. The stockholders are entitled to one vote per share
on all business to come before the meeting. No person is known to
the management to own of record or beneficially more than five
percent of the outstanding Common Stock of the Portfolio. 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.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background
Sirach Fixed Income Portfolio - Institutional Class Shares began
operations on December 1, 1993, as one of the portfolios of the
Fund. During the period from commencement of operations through
September 30, 1997, the Portfolio's assets reached a level of
$*******. The Portfolio has operated as a fixed income fund 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 assumption of Portfolio expenses by Sirach Capital
Management, Inc. (the "Advisor"), were not adequate to
significantly increase the size of the Portfolio or the results for
investors. The Board has continued to monitor the investment
result provided to investors. The Advisor 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 Advisor has waived its fees and assumed
substantially all 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 interests 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 the regulatory expenses involved in
either a merger or transfer of the assets to another mutual fund,
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 9, 1997 meeting, the Board reviewed the expenses
which had been assumed by the Advisor 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 Advisor 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 could be impaired. The Board noted that the expense ratio
of the Fund for the most recent fiscal year, absent the waiver of
fees or assumption of expenses by the Advisor, would have been
approximately 1.49% of assets compared to 0.75% 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
expenses in the future, especially when added to the expenses of
the Portfolio presently paid directly by the Portfolio, would
substantially reduce the income available for distribution to
stockholders. Moreover, the presence of larger funds with similar
objectives, better able to operate on an efficient basis and
provide higher yields 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. (Plan,
Sections 1-3 and 5)
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, a liquidating cash distribution equal to the
stockholder's proportionate interest in the net assets of the
Portfolio (presently estimated at $****** per share based upon
a computation as of the record date of this meeting); (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 (3) 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
approximately $*******, 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 Advisor. (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 under Maryland law 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 in accordance with the laws of the State of Maryland
and the purposes to be accomplished by the Plan. (Plan,
Sections 9 and 10)
General Tax Consequences.
Subject to the determination of a final schedule for the
dissolution of the Portfolio, the Board may avoid incurring an
additional expense for the declaration and payment to stockholders
of an October dividend from income accrued to that date by
including the amount of such income in the final payment to
stockholders. Such amounts would be taxable to stockholders as
income. The balance of the liquidating distribution will be
comprised principally of amounts representing a return of the
stockholder's invested capital and such amounts should not be
taxable to the stockholder. Any payment in excess of the
stockholder's investment basis would be taxable. Information
concerning the sources of the money distributed to stockholders
will be forwarded with, or following, the liquidating distribution.
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.
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 Price Waterhouse 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 of Directors
would meet to consider what, if any, steps to take in the interest
of shareholders.
Approval of the Plan of Liquidation and Dissolution will require
the affirmative vote of the holders of a majority of the
outstanding shares of common stock of the Portfolio.
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 Sirach Capital
Management, Inc., 3323 One Union Square, Seattle, WA 98101. 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. ("UAMFSI"), 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. UAMFSI has
subcontracted some administrative services to Chase Global Funds
Services Company ("CGFSC"), 73 Tremont Street, Boston, MA 02108.
CGFSC is an affiliate of The Chase Manhattan Bank.
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, 1996, and the Semi-Annual Report to Stockholders
for the period ended April 30, 1997, have been mailed to
stockholders. The Annual Report and Semi-Annual Report should be
read in conjunction with this Proxy Statement. A copy of the
Annual and Semi-Annual Reports also may be obtained from the Fund,
without charge, by contacting the Fund in writing at the address on
the cover of this Proxy Statement, or by calling 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 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
Michael E. DeFao
Secretary
Dated: October 31, 1997
Exhibit A
UAM FUNDS, INC.
Sirach Fixed Income Portfolio
Plan of Liquidation and Dissolution
The following Plan of Liquidation and Dissolution ("Plan") of the
Sirach Fixed Income Portfolio (the "Portfolio") of UAM Funds, Inc.
(the "Fund"), a corporation organized and existing under the laws
of the State of Maryland, and which Portfolio has operated since
1993 as an open-end management investment company registered under
the Investment Company Act of 1940 ("Act"), is intended to
accomplish the complete liquidation and dissolution of the
Portfolio in conformity with the provisions of the Maryland General
Corporation Law.
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
at a meeting of the Board of Directors on September 9, 1997 has
considered and adopted this Plan as the method of liquidating and
dissolving the Portfolio and has 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 ("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 equivalents, the amount of all known or
reasonably ascertainable liabilities of the Portfolio
incurred or expected to be incurred prior to the date of
the 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 Sirach
Capital Management, Inc., the Portfolio's Investment
Advisor.
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
Sirach Fixed Income Portfolio
For the Board of Directors:
By: Norton Reamer
Norton Reamer, Chairman
Date: September 9, 1997
Accepted:
Sirach Capital Management, Inc.
By: David A. Anderson
David A. Anderson, Principal
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE CORPORATION
UAM FUNDS, INC.
Sirach Fixed Income Portfolio
Proxy for Special Meeting of Stockholders December 3, 1997
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 Sirach 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 December
3, 1997, 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 Sirach Fixed
Income 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. Upon 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 ......................., 1997
...................................
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 RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
