SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
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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. 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 August 31, 1998 the Portfolio had outstanding
70,012.310 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 August 31, 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;
39.64%*
Wilmington Trust Co., FBO Georgia Marble Co. MPP PSP, c/o
Mutual Funds, PO Box 8971, Wilmington, DE 19899-8971;
29.34%*
Wilmington Trust Co., FBO Georgia Marble Co. 401K Plan, c/o
Mutual Funds, PO Box 8971, Wilmington, DE 19899-8971;
12.88%*
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;
10.35%*
___________
* 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 August 31, 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. 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 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,
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.
