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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permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)
............................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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UAM FUNDS, INC.
NWQ Balanced Portfolio
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link
July 16, 1999
Dear Stockholder:
Enclosed you will find a proxy statement and proxy card for a
special meeting of stockholders of NWQ Balanced 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. You may easily
reinvest your proceeds from the liquidation in shares of another
UAM Fund by contacting a shareholder service representative at 1-
877-UAM-Link.
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,
Norton H. Reamer
Chairman
UAM FUNDS, INC.
NWQ Balanced Portfolio
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held August 27, 1999
TO THE STOCKHOLDERS OF
NWQ BALANCED PORTFOLIO:
Notice is hereby given that a special meeting of stockholders (the
"Special Meeting") of NWQ Balanced Portfolio (the "Portfolio"), a
series of UAM Funds, Inc. (the "Fund"), will be held on August
27, 1999, at the offices of UAM Fund Services, Inc., 211 Congress
Street, Boston, Massachusetts 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 July 7, 1999 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,
Michael E. DeFao
Secretary
Boston, Massachusetts
July 16, 1999
UAM FUNDS, INC.
NWQ Balanced 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 NWQ Balanced 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, Massachusetts,
on August 27, 1999 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 proposal to liquidate and dissolve the Portfolio and return the
proceeds to the stockholders of the Portfolio; and (ii) in the discretion of
the proxies, 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 at a meeting at which a quorum is
present. The presence in person or by proxy of the holders of a majority
of all the votes entitled to be cast at the meeting will constitute a quorum.
For purposed of determining the presence of a quorum, abstentions,
broker non-votes or withheld votes will be counted as present.
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
July 16, 1999.
Voting Securities and Principal Holders Thereof
Holders of record of the shares of common stock of the Portfolio at the
close of business on July 7, 1999, will be entitled to vote at the Special
Meeting or any adjournment thereof. As of July 1, 1999, the Portfolio
had outstanding ________ 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 July 1, 1999, the following stockholders owned of record or
beneficially more than five percent of the outstanding common stock of
the Portfolio:
[insert list]
___________
* Denotes shares held by a trustee or fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background
The Portfolio began operations on August 2, 1994, as a series of the
Fund. During the period from commencement of operations through
July 1, 1999, the Portfolio's assets reached a level of $______. The
Portfolio has invested primarily in a combination of equity and debt
securities 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
offering Institutional Service Class shares and the assumption of
Portfolio expenses by NWQ Investment Management Company, 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. For the majority of the Portfolio's life, the
Adviser has waived its fees and assumed a significant portion of the
expenses of the Portfolio. Moreover, when UAM Retirement Plan
Services, a wholly owned subsidiary of United Asset Management
Corporation designed to service 401(k) and other retirement plans,
closed, many of the retirement plans it serviced withdrew their assets
from the Portfolio. As a result of those redemptions, the Adviser had to
assume an even greater 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. After reviewing current market conditions, the
relatively small size of the portfolio and the time and effort required to
effect a transaction, management of the Fund believed that the expense
of a merger or transfer of the assets to another mutual fund are greater
than the benefits stockholders of the portfolio could expect to realize
from such a transaction. The officers investigated the steps required for
liquidation of the Portfolio, subject to presentation of a final report to the
Board.
At a June 17, 1999, 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, the Portfolio's total
expenses were:
Without Waiver or Reimbursement of Expenses
With Waiver or Reimbursement of Expenses
Institutional Class 1.17% 1.00%
Institutional Service Class 1.56%
1.40%
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
$______, 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 $______ 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 $______. 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 NWQ Investment Management
Company, Inc., 2049 Century Park East, 4th Floor, Los Angeles,
California 90067. The Portfolio's principal underwriter is UAM Fund
Distributors, Inc., 211 Congress Street, Boston, Massachusetts 02110.
The Portfolio's administrator is UAM Fund Services, Inc., located at 211
Congress Street, Boston, Massachusetts 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, Massachusetts 02108. UAM
Fund Services, Inc. has subcontracted its transfer agent and dividend-
disbursing agent services to DST Systems, Inc. located at P.O. Box
419534, Kansas City, Missouri 64141-6534. UAM Fund Services, Inc.
has subcontracted sub-shareholder servicing to UAM Shareholder
Service Center, Inc. an affiliate of United Asset Management
Corporation, located at 825 Duportail Road, Wayne, Pennsylvania
19087.
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, 1998, and the Semi-Annual Report to shareholders for the period
ended April 30, 1999, have been mailed to stockholders. The Annual
Report and the Semi-Annual Report should be read in conjunction with
this Proxy Statement. You can obtain a copy of the Annual Report and
the Semi-Annual Report from the Fund, without charge, by writing to the
Fund at the address on the cover of this Proxy Statement, or by calling 1-
877-UAM-LINK.
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. Other matters will be considered if notice is
given within a reasonable amount of time prior to the meeting. 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: July 16, 1999
Exhibit A
UAM FUNDS, INC.
NWQ Balanced Portfolio
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution ("Plan") concerns the NWQ
Balanced 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 August 2,
1994. 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 June 17, 1999, 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
Investment Counselors of Maryland, 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 NWQ Balanced Portfolio
For the Board of Directors
By: ______________________
Norton H. Reamer
Chairman
Accepted:
NWQ Investment Management Company, Inc.
By: ______________________
Name:
Title:
Date: August 27, 1999
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
NWQ Balanced Portfolio
Proxy for Special Meeting of Stockholders August 27, 1999
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 NWQ
Balanced 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 August 27, 1999, 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 NWQ Balanced
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: ________, 1999
___________________
Signature of Stockholder(s)
___________________
(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.
