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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Only (as permitted by Rule 14a-6(e)(2))
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[ ] 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-
8683
(Name of Registrant as Specified In Its
Charter)
...............................................
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other than the Registrant)
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UAM FUNDS, INC.
DSI DISCIPLINED VALUE PORTFOLIO
(Institutional Service Class Shares)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link (826-5465)
April 14, 2000
Dear Stockholder:
Enclosed you will find a proxy statement and
proxy card for a special meeting of
Stockholders of Institutional Service Class
Shares of the DSI Disciplined Value Portfolio.
This is a very important meeting, which has
been called to vote on a proposal to liquidate
your Class.
The Board of Directors of UAM Funds, Inc.,
after thorough discussion and consideration,
has decided to recommend the liquidation of the
Institutional Service Class 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. We
are preparing to liquidate this Class of the
Portfolio because of its relatively small size
and its limited prospects for growth of assets.
The Board's reasons for recommending this
course are described more fully in the enclosed
proxy statement, which you should consider
carefully.
If the stockholders approve the recommendation
to liquidate the Institutional Service Class of
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
Portfolio will continue to offer an
Institutional Class of shares, which have lower
expenses than the Institutional Service Class.
You may not exchange your current shares for
Institutional Class shares of the Portfolio,
but you may easily reinvest your proceeds from
the liquidation in Institutional Class shares
by contacting a stockholder service
representative at 1-877-UAM-LINK (825-5465).
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.
DSI DISCIPLINED VALUE PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK (826-5465)
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held April 28, 2000
TO THE STOCKHOLDERS OF
INSTITUTIONAL SERVICE CLASS SHARES OF
DSI DISCIPLINED VALUE PORTFOLIO
Notice is hereby given that a special meeting
of stockholders (the "Special Meeting") of the
Institutional Service Class ("Class") of DSI
Disciplined Value Portfolio (the "Portfolio"),
a series of UAM Funds, Inc. (the "Fund"), will
be held on April 28, 2000 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 Class, 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 April 3, 2000 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/Martin J. Wolin
Martin J. Wolin
Secretary
Boston, Massachusetts
April 14, 2000
UAM FUNDS, INC.
DSI DISCIPLINED VALUE PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
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 DSI Disciplined Value 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 April 28, 2000
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:
*the proposal to liquidate and
dissolve the Institutional Service
Class ("Class") of the Portfolio
and return the proceeds to the
Stockholders of the Class; and
*any other matter not presently
known, but 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 the Class at a meeting at which a quorum is
present. The presence in person or by proxy of
the holders of a majority of the outstanding
shares of the Class will constitute a quorum.
For purposes 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 April 14, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of the Class at
the close of business on April 3, 2000, will be
entitled to vote at the Special Meeting or any
adjournment thereof. As of April 3, 2000 the
Class had outstanding 3,025.734 shares. 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 none of
the outstanding shares of the Class. As of
April 3, 2000 the following stockholders owned
of record or beneficially more than five
percent of the outstanding shares of the Class:
Dewey Square Investors Corporation, One
Financial Center, 24th Floor, Boston, MA 02111
52.52%
Wilmington Trust CO TR FBO Cellular Vision of
New York 401K Plan, c/o Mutual Funds/UAM,
P.O. Box 8971, Wilmington, DE 19899-8971
47.1%*
___________
*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 Class began operations on May 23, 1997 as a
separate Class of the Portfolio. As of April
3, 2000, the net assets of the Class were
approximately $26,658.84 thousand. The
Portfolio has invested primarily in equity
securities using a variety of investment
techniques since its inception. The Board of
Directors has considered the total asset level
of the Class and the performance of the Class
both before and after deducting certain
expenses arising from the operation of the
Class and their impact on the investment
results of the Class.
Sales of the Class shares have not been
sufficient to allow the Class 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 stockholders.
Notwithstanding several marketing efforts,
growth of the Class's assets has been slow and
the Adviser believes that the prospect for
growth is severely limited. 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 stockholders.
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 stockholders. It appeared to the
management of the Fund that the small size of
the Class, the time required to effect a
transaction, and regulatory expenses involved
in either a merger or transfer of the assets to
the Institutional Class of this Portfolio or 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 Class, subject to presentation of a
final report to the Board.
At a March 23, 2000 meeting, the Board reviewed
the limited prospects for renewed growth of the
assets of the Class, the efforts and expenses
of the Distributor to distribute shares of the
Class, and the effect of the operating expenses
on the historic and anticipated returns of
stockholders. For the most recent fiscal year,
the expenses of the Class were 1.44% of the
average net assets of the Class. The expense
ratio of the Class is expected to be
substantially the same for the present fiscal
year, and is expected to increase for the next
fiscal year at the current net asset level.
The Board concluded that the presence of larger
funds with similar objectives better able to
operate on an efficient basis and provide
higher returns to stockholders, made it
unlikely that the Class could achieve a
significant increase in its current asset size
and achieve economies of scale. The Board
therefore concluded that it would be in the
interest of the stockholders of the Class to
liquidate the Class 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 BUSINESS OF THE CLASS. The Plan will
become effective on the date of its adoption
and approval by a majority of the outstanding
shares of the Class. Following this approval,
the Portfolio (i) will cease to invest its
assets attributable to the Class in accordance
with its investment objective and will sell the
portfolio securities it owns in order to
convert its assets attributable to the Class to
cash; (ii) will not engage in any business
activities except for the purposes of winding
up the business and affairs of the Class,
preserving the value of assets of the Class and
distributing the assets attributable to the
Class to stockholders after the payment to (or
reservation of assets for payment to) all
creditors of the Class; and (iii) the Class
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 Class
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 of the
Class on the effective date of the Plan: (i)
to each stockholder not holding stock
certificates of the Class, liquidating cash
distribution equal to the stockholder's
proportionate interest in the net assets of the
Class, (ii) to each stockholder holding stock
certificates of the Class, a confirmation
showing such stockholder's proportionate
interest in the net assets of the Class 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 Class 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 liabilities
of the Portfolio 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 Class, such
expenses will be paid by the Adviser. The total
liabilities of the Class prior to the
liquidating distribution are estimated to be
$75.00. Any expenses and liabilities
attributed to the Class subsequent to the
mailing of the liquidating distribution will be
borne by the Adviser. (Plan, Section 6 and 8)
5. CONTINUED OPERATION OF THE CLASS. After
the date of mailing of the liquidating
distribution, the dissolution of the Class 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 Class
and to effect the dissolution, complete
liquidation and termination of the existence of
the Class and the purposes to be accomplished
by the Plan. (Plan, Sections 9 and 10)
GENERAL TAX CONSEQUENCES.
In general, 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 Class
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 Stockholders 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.
STOCKHOLDERS 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 Class will continue to exist and operate 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
Dewey Square Investors Corporation, One
Financial Center, Boston, Massachusetts 02111.
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 sub-contracted some administrative
services to SEI Investments, Inc., One Freedom
Valley Drive, Oaks, Pennsylvania 19456. 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-
stockholder 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 Class,
including audited financial statements for the
Class for the fiscal year ended October 31,
1999, has been mailed to stockholders. The
Annual Report should be read in conjunction
with this Proxy Statement. You can obtain a
copy of the 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 (826-5465).
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,
/s/Martin J. Wolin
Martin J. Wolin
Secretary
Dated: April 14, 2000
Exhibit A
UAM FUNDS, INC.
DSI DISCIPLINED VALUE PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution
("Plan") concerns the Institutional Service
Class Shares ("Class") of DSI Disciplined
Value 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 Fund is
registered as an open-end management investment
company registered under the Investment Company
Act of 1940, as amended ("Act"). The Class
began operations on May 23, 1997. The Plan is
intended to accomplish the complete liquidation
and dissolution of the Class 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
Class; and
WHEREAS, at a meeting of the Board of Directors
on March 23, 2000, it considered and adopted
this Plan as the method of liquidating and
dissolving the Class and directed that this
Plan be submitted to Stockholders of the Class
for approval.
NOW THEREFORE, the liquidation and dissolution
of the Class 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 Class. 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
Class 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 Class shall
cease its business 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 Class.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF
SHARES. The proportionate interests of
stockholders in the assets of the Class 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 Class 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 Class' 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 allocable to the
Class 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 allocable
to the Class 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 of the Class on the
Effective Date: (1) to each stockholder not
holding stock certificates of the Class, a
liquidating distribution equal to the
stockholder's proportionate interest in the net
assets of the Class; (2) to each stockholder
holding stock certificates of the Class, a
confirmation showing such stockholder's
proportionate interest in the net assets of the
Class 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 allocable
to 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 allocable to the Class
subsequent to the mailing of the liquidating
distribution will be borne by Dewey Square
Investors Corporation, 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 Class assets allocable to and
the dissolution, complete liquidation and
termination of the existence of the Class, and
the distribution of the net assets allocable to
stockholders of the Class 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
DSI Disciplined Value Portfolio
(Institutional Service Class Shares)
For the Board of Directors
By: _______________________
Norton H. Reamer
Chairman
Accepted:
DEWEY SQUARE INVESTORS CORPORATION
By: _____________________
Name:
Title:
Date: April 28, 2000
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF THE FUND
UAM FUNDS, INC.
Institutional Service Class of DSI Disciplined
Value Portfolio
Proxy for Special Meeting of Stockholders April
28, 2000
KNOW ALL MEN BY THESE PRESENT, that the
undersigned hereby constitutes and appoints
Martin J. Wolin 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 outstanding in the name of
the undersigned at the Special Meeting of
Stockholders of the Institutional Service Class
of the DSI Disciplined 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 April 28, 2000 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 Institutional Service Class of DSI
Disciplined Value 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: April ____, 2000
________________________
________________________
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.
