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SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)(S) 240.14a-11(c) or (S)(S) 240.14a-12
UAM Funds, Inc. - SEC File Nos. 33-25355, 811-5683
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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UAM Funds, Inc.
DSI Small Cap Value Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
January 10, 2001
Dear Shareholder:
I am writing to all shareholders of the DSI Small Cap Value Portfolio (the
"Fund") to inform you of a meeting of shareholders to be held on January 31,
2001. Before that meeting, I would like your vote on the important issues
affecting the Fund as described in the attached proxy statement. This is a very
important meeting that has been called to consider three proposals requiring
your vote as a shareholder.
The proxy statement includes proposals relating to the adoption of standardized
fundamental investment restrictions for the Fund, the ratification of an interim
investment advisory agreement for the Fund and the approval of an investment
advisory agreement for the Fund. More specific information about all the
proposals is contained in the proxy statement, which you should consider
carefully.
The Board of Directors of the Fund has unanimously approved the proposals and
recommends that you vote FOR all of the proposals described within this
document.
I realize that this proxy statement will take time to review, but your vote is
very important. Please familiarize yourself with the proposals presented and
vote by signing and returning your proxy card in the enclosed postage-paid
envelope today.
If we do not receive your completed proxy card after several weeks, you may be
contacted by a representative of the UAM Funds who will remind you to vote your
shares.
We thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/ James F. Orr, III
James F. Orr, III
Chairman
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IMPORTANT NEWS FOR SHAREHOLDERS OF UAM FUNDS
While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of some matters affecting the DSI Small Cap Value
Portfolio (the "Fund") that requires a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. What Is Happening?
A. United Asset Management Corporation ("UAM"), the parent company of Dewey
Square Investors Corporation ("DSI"), the Fund's adviser, entered into an
agreement with Old Mutual plc ("Old Mutual") and OM Acquisition Corp.
("OMAC"), a wholly owned subsidiary of Old Mutual, pursuant to which Old
Mutual made a tender offer for the outstanding shares of UAM, and OMAC
merged with UAM (the "Old Mutual Transaction"). The Old Mutual Transaction
was consummated on September 26, 2000. Old Mutual is a United Kingdom-based
financial services group with a substantial life assurance business in
South Africa and an integrated, international portfolio of activities in
asset management, banking and general insurance. In addition, DSI has
entered into an agreement with Dwight Asset Management Company, Inc.
("Dwight"), also a subsidiary of UAM, whereby DSI will be merged into
Dwight. DSI has also entered into an Asset Purchase Agreement with UAM and
Independence Investment Associates, Inc. ("Independence") whereby
Independence will purchase DSI's small cap investment advisory business,
including DSI's advisory relationship with the Fund (the "Independence
Transaction" and together with the Old Mutual Transaction, the
"Transactions"). As part of that agreement and in order to facilitate a
smooth transition of investment management from DSI to Independence, the
lead portfolio manager of the Fund, Mr. Charles Glovsky, on December ,
2000 became a joint employee of DSI and Independence. Until the closing of
the Independence Transaction, Mr. Glovsky will continue to manage the Fund
as an employee of DSI, but upon the closing of the Independence
Transaction, his employment with DSI will terminate. As an employee of
Independence, Mr. Glovsky will serve as the head of Independence's small
cap group, where he will continue to manage the Fund. THE DIRECTORS OF THE
FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH UAM OR ITS AFFILIATE, OLD
MUTUAL OR ITS AFFILIATES, INDEPENDENCE OR ITS AFFILIATES OR THE UAM FUNDS,
UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.
Q. Why Did You Send Me This Booklet?
A. You are receiving these proxy materials - a booklet that includes the Proxy
Statement and a proxy card - because you have the right to vote on the
important proposals concerning your investment in the Fund, a portfolio of
UAM Funds, Inc. ("UAM Funds").
Q. Why Am I Being Asked To Vote on Interim and Proposed New Advisory
Agreements In Proposal Nos. 3 and 4?
A. The Investment Company Act of 1940, which regulates investment companies
such as the Fund, requires a vote whenever there is a change in control or
management of an investment company's adviser. Upon a change of control or
management, the advisory agreement between the investment adviser and the
investment company terminates. The Old Mutual Transaction resulted in a
change of control of UAM and the Fund is currently being managed pursuant
to an interim advisory agreement that was effective with the Old Mutual
Transaction. Compensation earned by
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DSI between the termination of the advisory contract and shareholder
ratification of the interim advisory agreement is held in an interest-
bearing escrow account for a period of up to 150 days from the termination
of the advisory agreement. In order for DSI to receive all of its advisory
fees under the interim advisory agreement, shareholders must ratify the
interim advisory agreement. The Independence Transaction will also result
in a change of control and a change of management which requires
shareholder approval of a new advisory agreement. Except for the time
period covered by the agreements, the new advisory agreements are identical
in all material respects to the existing advisory agreements and the Fund's
advisory fee rate will remain unchanged.
Q. What Happens If the Interim Advisory Agreement is not Ratified or the New
Advisory Agreement Is Not Approved?
A. If the shareholders of the Fund do not ratify the interim advisory
agreement, DSI will be paid the lesser of the costs incurred in performing
its services under the interim advisory agreement or the total amount in
the escrow account, plus the interest earned. If the shareholders of the
Fund do not approve the new advisory agreement with Independence, the Board
of Directors will take such further action as they deem in the best
interests of the shareholders of the Fund.
Q. What Else Am I Being Asked To Vote On?
A. In addition to voting on interim and proposed new advisory agreements,
shareholders of the Fund are being asked to consider the following item:
. to adopt standardized fundamental investment restrictions by revising
the Fund's current fundamental investment restrictions.
Q. How Will The Old Mutual and Independence Transactions Affect Me?
A. UAM has assured the Board that there will be no reduction in the nature or
quality of its services to the Fund as a result of the Transactions. In
addition, the Independence Transaction will provide the Fund's lead manager
with additional resources for research and analysis.
Q. How Does The Fund's Board Of Directors Recommend That I Vote?
A. After careful consideration, the Board of UAM Funds, including those
Directors who are not affiliated with the UAM Funds, UAM or its affiliated
companies, Old Mutual or its affiliated companies, or Independence or its
affiliated companies, recommend that you vote FOR all of the proposals on
the enclosed proxy card.
Q. Whom Do I Call For More Information Or To Place My Vote?
A. You may provide the UAM Funds with your vote via mail. If you need more
information on how to vote, or if you have any questions, please call your
fund's information agent at 1-877-826-5465.
Your Vote Is Important And Will Help Avoid The Additional Expense Of Another
Solicitation.
Thank You For Promptly Recording Your Vote.
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UAM Funds, Inc.
DSI Small Cap Value Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2001
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of shareholders of the DSI
Small Cap Value Portfolio, a series of UAM Funds, Inc., will be held on January
31, 2001 at the 9:00 a.m. Eastern Time at the offices of UAM Fund Services,
Inc., 211 Congress Street, Boston, MA 02110 for the following purposes:
1. To approve the adoption of standardized fundamental investment restrictions
by revising the current fundamental investment restrictions of the Fund.
2. To ratify an interim investment advisory agreement for the Fund.
3. To approve a new investment advisory agreement for the Fund.
4. To transact any other business that may properly come before the Meeting or
any adjournments thereof.
Shareholders of record at the close of business on December 21, 2000, are
entitled to notice of, and to vote at the Meeting or any adjournments thereof.
You are invited to attend the 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. Your vote is important no matter how many shares you own.
You can vote easily and quickly by mail, by facsimile or in person. You may
change your vote even though a proxy has already been returned by written notice
to the UAM Funds, by submitting a subsequent proxy using the mail or by voting
in person at the meeting.
By Order of the Board of Directors of UAM Funds, Inc.
/s/Linda T. Gibson
Linda T. Gibson
Secretary
Boston, Massachusetts
January 10, 2001
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UAM Funds, Inc.
DSI Small Cap Value Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
DSI Small Cap Value Portfolio
TO BE HELD ON JANUARY 31, 2001
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of UAM Funds, Inc. (the "Company" or "UAM Funds") for the
meeting of shareholders of DSI Small Cap Value Portfolio (the "Fund") to he held
at the offices of UAM Fund Services, Inc., 211 Congress Street, Boston, MA 02110
on January 31, 2001 at 9:00 a.m., and all adjournments thereof (the "Meeting").
Shareholders of record at the close of business on December 21, 2000 (the
"Record Date"), are entitled to notice of, and to vote at, the Meeting. This
proxy statement and the accompanying notice of meeting and proxy card are first
being mailed to shareholders on or about January 10, 2001.
As used in this proxy statement, the Company's board of directors is referred to
as a "Board," and the term "Director" includes each director of the Company. A
Director that is an interested person of the Company is referred to in this
proxy statement as an "Interested Director." A Director may be an interested
person of the Company because they are affiliated with one of the Company's
investment advisers, United Asset Management Corporation or the Company's
principal underwriter. Directors that are not interested persons of the Company
are referred to in this proxy statement as "Independent Directors."
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SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE
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The Board intends to bring before the Meeting the matters set forth in
the foregoing notice. If you wish to participate in the Meeting you may
submit the proxy card included with this proxy statement or attend in
person. Your vote is important no matter how many shares you own. You
can vote easily and quickly by mail, by facsimile or in person. At any
time before the Meeting, you may change your vote even though a proxy
has already been returned by written notice to the UAM Funds, by mail,
submitting a subsequent proxy, or by voting in person at the meeting.
Should shareholders require additional information regarding the proxy
or replacement proxy cards, they may contact the UAM Funds at
1-877-826-5465.
The Fund expects that the solicitation of proxies from shareholders will
be made by mail, but solicitation also may be made by telephone
communications from officers or employees of UAM or its affiliates, who
will not receive any compensation therefore from the Fund. The costs of
the solicitation of proxies and the costs of holding the Meeting will be
borne by United Asset Management Corporation and/or Old Mutual plc-not
the Fund. Such costs are estimated to be approximately $________.
All proxy cards solicited that are properly executed and received in
time to be voted at the Meeting will be voted at the Meeting or any
adjournment thereof according to the instructions on the proxy card. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. For purposes of determining the
presence of a quorum, abstentions, broker non-votes or withheld votes
will be counted as present; however, they will have the effect of a vote
against proposals one, two and three. Shareholders should note that
while votes to ABSTAIN will count toward establishing a quorum, passage
of any Proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the Proposal. Accordingly, votes
to ABSTAIN broker non-votes, withheld votes and votes AGAINST will have
the same effect in determining whether the Proposal is approved.
Unmarked voting instructions will be voted in favor of the proposals.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve one or more of the proposed
items are not received, or if other matters arise requiring shareholder
attention, the persons named as proxy agents 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 present at the Meeting or represented by proxy. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. 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.
Required Vote
The following table summarizes the proposals contained in this proxy
statement. The approval of each proposal requires the affirmative vote
of a "majority of the outstanding voting securities" of the Fund. Under
the Investment Company Act of 1940 (the "1940 Act"), the vote of a
"majority of the outstanding voting securities" means the affirmative
vote of the lesser of (a) 67% or more of the voting securities present
at the meeting or represented by proxy if the holders of more than 50%
of the outstanding voting securities are present or represented by proxy
or (b) more than 50% of the outstanding voting securities.
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Proposal
Number Proposal Description
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1. To adopt standardized fundamental investment restrictions for the
Fund by revising the Fund's current fundamental investment
restrictions.
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2. To ratify an interim investment advisory agreement.
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3. To approve a new investment advisory agreement.
PROPOSAL 1 - CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
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Adoption of Standardized Investment Restrictions (Proposals 1A-1H)
The 1940 Act requires an investment company to have adopted certain
specified investment policies ("Restrictions"), which can be changed
only by a shareholder vote. Those policies are often referred to as
"fundamental" policies. In the past, fundamental policies were adopted
by the UAM Funds to reflect regulatory, business or industry conditions
that were in effect at the time the particular action was taken.
However, over time many fundamental policies with respect to particular
matters differ from one UAM Fund to the next. Because of the opportunity
afforded by this Meeting, the Directors have reviewed the Fund's
fundamental policies with the goal of simplifying, modernizing and
making consistent as far as possible the fundamental policies of the
Fund with all of the other portfolios of UAM Funds.
The text and a summary description of each proposed change to the Fund's
fundamental restrictions are set forth below. If approved by the Fund's
shareholders at the Meeting, the proposed changes to the Fund's
fundamental restrictions will be adopted by the Fund. The Fund's
Statement of Additional Information will be revised to reflect those
changes as soon as practicable following the Meeting. If the
shareholders of the Fund fail to approve any proposed fundamental
policy, the current policy will remain in effect.
Proposal 1A. Diversification of Investments. Under the current
-------------------------------------------
diversification policy, the Fund may not, with respect to 75% of its
assets, invest more than 5% of its total assets at the time of purchase
in securities of any single issuer (other than obligations issued or
guaranteed as to principal and interest by the U.S. government or any of
its agencies or instrumentalities) or purchase more than 10% of any
class of the outstanding voting securities of any issuer. The Board
recommends that the Fund's current fundamental policy on diversification
be replaced with the following fundamental investment restriction:
The Fund may not make any investment inconsistent with the Fund's
classification as a diversified series of an open-end investment
company under the Investment Company Act of 1940 (the "1940
Act"). This restriction does not, however, apply to any Fund
classified as a non-diversified series of an open-end investment
company under the 1940 Act.
The proposed diversification policy does not differ in substance from
the current diversification policies, but serves to simplify the current
fundamental policy. The 1940 Act currently prohibits a diversified
investment company from investing more than 5% of the value of its total
assets, determined at market or other fair value at the time of
purchase. The 1940 Act also currently prohibits a diversified investment
company from investing in more than 10% of the outstanding voting
securities of any one issuer, determined at the time of purchase. These
limitations only apply to 75% of the investment company's assets and do
not apply to investments in securities
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issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The 1940 Act does not impose any investment
limitations on a non-diversified investment company. However, a non-
diversified investment company must comply with the diversification
requirements of the Internal Revenue Code. Currently the Internal
Revenue Code permits an investment company to invest 50% of its total
assets in two issuers (i.e., 25% each) and, with respect to 50% of its
total assets, requires the investment company to be diversified under
the 5% of assets and 10% of voting securities tests described above.
Proposal 1B. Borrowing. Under its current fundamental policy on
----------------------
borrowing, the Fund may not borrow, except from banks and as a temporary
measure for extraordinary or emergency purposes and then, in no event,
in excess of 33 1/3% of the Fund's gross assets valued at the lower of
market or cost. To simplify and modernize the Fund's current fundamental
policy on borrowing and the issuance of senior securities, the Board
recommends that shareholders vote to approve the following fundamental
policy:
The Fund may not borrow money, except to the extent permitted by
applicable law, as amended and interpreted or modified from time
to time by any regulatory authority having jurisdiction and the
guidelines set forth in the Fund's prospectus and statement of
additional information as they may be amended from time to time.
The primary purpose of the proposed change is to standardize the Fund's
current restriction and conform it to the current regulatory
requirements and the evolving market environment. Under the 1940 Act, an
investment company may borrow from banks (as defined in the 1940 Act) or
enter into reverse repurchase agreements, in amounts up to 33 1/3% of
its total assets (including the amount borrowed). An investment company
may also borrow up to an additional 5% of its total assets for temporary
purposes. The 1940 Act prohibits an investment company from purchasing
securities on margin, participating in a joint trading account or
effecting a short sale of any security in contravention of SEC rules,
regulations or orders. The SEC has issued no rules, regulations or
orders. The SEC staff, however, has taken the position that opening a
margin account, which is required to effect the short sales, is a
borrowing by an investment company and not from a bank, as is required
by the 1940 Act. Therefore, it is proposed that the Fund preserve the
right to margin, participate in joint trading accounts and engage in
short sales to the extent permitted by SEC staff interpretations and
subject to any guidelines adopted by the Board.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the
proposed fundamental policy will change the level of investment risk
associated with an investment in the Fund. However, adoption of the
proposed policy will allow the Fund to respond to legal, regulatory and
market developments that may make the use of permissible borrowings and
the issuance of senior securities advantageous to the Fund and its
shareholders.
Proposal 1C. Issuing of Senior Securities. Under its current fundamental
-----------------------------------------
policy on senior securities, the Fund may not issue senior securities,
as defined in the 1940 Act except that the restriction shall not be
deemed to prohibit the Fund from making permitted borrowings, mortgages
or pledges or entering repurchase transactions. To simplify and
modernize the Fund's current fundamental policy on the issuance of
senior securities, the Board recommends that shareholders vote to
approve the following fundamental policy:
The Fund may not issue senior securities, except to the extent
permitted by applicable law, as amended and interpreted or
modified from time to time by any regulatory authority having
jurisdiction.
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The proposed policy will also allow the Fund to issue senior securities
to the full extent permitted under the 1940 Act. Although the definition
of a "senior security" involves complex statutory and regulatory
concepts, a senior security is generally considered to be an obligation
of an investment company that has a claim to the investment company's
assets or earnings that takes precedence over the claims of the
investment company's shareholders. The 1940 Act generally prohibits
mutual funds from issuing any senior securities with limited exceptions;
however, under current SEC staff interpretations, investment companies
are permitted to engage in certain types of transactions that might be
considered to involve the issuance of "senior securities" as long as
certain conditions are satisfied. The Fund currently engages, and would
engage, in transactions that could be considered to involve the issuance
of "senior securities" only in accordance with applicable regulatory
requirements under the 1940 Act.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the
proposed fundamental policy will change the level of investment risk
associated with an investment in the Fund. However, adoption of the
proposed policy will allow the Fund to respond to legal, regulatory and
market developments that may make the use of permissible borrowings and
the issuance of senior securities advantageous to the Fund and its
shareholders.
Proposal 1D. Underwriting. Under its current fundamental policy on
-------------------------
underwriting, the Fund may not underwrite the securities of other
issuers. The Board recommends that shareholders vote to replace the
current fundamental policy on concentration with the following
fundamental policy:
The Fund may not underwrite securities of other issuers, except
insofar as the Fund may technically be deemed to be an
underwriter under the Securities Act of 1933 in connection with
the purchase or sale of its portfolio securities.
The primary purpose of the Proposal is to eliminate minor differences in
the wording of the Fund's current fundamental policy on underwriting to
achieve uniformity with the fundamental policy of other UAM Funds and to
avoid unintended limitations or interpretations. Adoption of the
proposed policy is not expected to affect materially the operation of
the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated
with an investment in the Fund.
Proposal 1E. Industry Concentration. The Fund's current policy on
-----------------------------------
industry concentration prohibits the Fund from investing more than 25%
of its assets in securities of companies within a single industry. The
current policy does not apply to investments in instruments issued or
guaranteed by the U.S. Government and its agencies when the Fund adopts
a temporary defensive position. The Board recommends that shareholders
vote to replace the Fund's current fundamental policy on industry
concentration with the following fundamental policy:
The Fund may not concentrate its investments in the securities of
one or more issuers conducting their principal business
activities in the same industry (other than securities issued or
guaranteed by the U.S. government or its agencies or
instrumentalities).
While the 1940 Act does not define what constitutes "concentration" in
an industry, the staff of the SEC takes the position that investment of
more than 25% of an investment company's assets in an industry
constitutes concentration. If the Fund's fundamental policy prohibits
the Fund from concentrating in an industry, the Fund may not invest more
than 25% of its assets in the
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applicable industry unless it discloses the specific conditions under
which it will change its concentration policy. The Fund is permitted to
adopt reasonable definitions of what constitutes an industry, or it may
use standard classifications promulgated by the SEC, or some combination
thereof. Because the Fund may create its own reasonable industry
classifications, the Board believes that it is not necessary to include
such matters in the fundamental policy of the Fund. Adoption of the
proposed policy is not expected to affect materially the operation of
the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated
with an investment in the Fund.
Proposal 1F. Investment in Real Estate. Under its current fundamental
--------------------------------------
investment policy regarding investments in real estate, the Fund may not
purchase or sell real estate limited partnerships, although it may
purchase and sell securities of companies which deal in real estate and
may purchase and sell securities which are secured by interests in real
estate. The Board recommends that the current fundamental policy of the
Fund be replaced with the following fundamental investment policy:
The Fund may not purchase or sell real estate, except (1) to the
extent permitted by applicable law, as amended and interpreted or
modified from time to time by any regulatory authority having
jurisdiction, (2) that the Fund may invest in securities of
issuers that deal or invest in real estate, and (3) that the Fund
may purchase securities secured by real estate or interests
therein.
The proposed fundamental policy regarding investments in real estate is
not materially different from the current comparable policy except that
the policy has been reworded and clarified. The primary purpose of the
Proposal is to eliminate minor differences in the wording of the Fund's
current fundamental policy on investments in real estate to achieve
greater uniformity among all of the UAM Funds' fundamental policies with
respect to investments in real estate, and to avoid unintended
limitations resulting from different interpretations of the policy.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the
proposed fundamental policy will change the level of investment risk
associated with an investment in the Fund.
Proposal 1G. Commodities. The Fund has a current fundamental investment
------------------------
policy prohibiting the Fund from investing in physical commodities or
contracts on physical commodities. The Board recommends that the current
fundamental policy of the Fund be replaced with the following
fundamental investment policy:
The Fund may not purchase or sell commodities or contracts on
commodities except that the Fund may engage in financial futures
contracts and related options and currency contracts and related
options and may otherwise do so in accordance with applicable law
and without registering as a commodity pool operator under the
Commodity Exchange Act.
The proposed fundamental policy regarding investments in commodities is
not materially different from the current comparable policy except that
the policy has been reworded and clarified. The primary purpose of the
Proposal is to eliminate minor differences in the wording of the Fund's
current fundamental policy on investments in commodities to achieve
greater uniformity among all of the Funds' fundamental policies with
respect to investments in commodities, and to avoid unintended
limitations resulting from different interpretations of the Fund's
policy. Adoption of the proposed policy is not expected to affect
materially the operation
-6-
<PAGE>
of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated
with an investment in the Fund.
Proposal 1H. Lending. The current fundamental policy on loans for the
--------------------
Fund prohibits the making of loans, except (1) by purchasing bonds,
debentures or similar obligations which are publicly distributed,
(including repurchase agreements provided, that repurchase agreements
maturing in more than seven days, together with securities which are not
readily marketable, will not exceed 15% of the Fund's net assets), and
(2) by lending its portfolio securities to banks, brokers, dealers and
other financial institutions so long as such loans are not inconsistent
with the 1940 Act or the rules and regulations or interpretations of the
SEC. The Board recommends that the shareholders vote to replace the
Fund's current fundamental policy on loans with the following
fundamental investment policy:
The Fund may not make loans to other persons, except that the
Fund may lend its portfolio securities in accordance with
applicable law, as amended and interpreted or modified from time
to time by any regulatory authority having jurisdiction and the
guidelines set forth in the Fund's prospectus and statement of
additional information as they may be amended from time to time.
The acquisition of investment securities or other investment
instruments shall not be deemed to be the making of a loan.
The proposed policy, unlike the Fund's current policy, does not specify
the particular types of lending in which the Fund is permitted to
engage; instead, the proposed policy permits the Fund to lend only in a
manner and to an extent in accordance with applicable law. Subject to
the receipt of any necessary regulatory approval and Board
authorization, the fund may enter into certain lending arrangements that
would benefit the Fund and its shareholders. The proposed policy would
provide the Fund with greater flexibility and maximize the Fund's
lending capabilities, thereby allowing the Fund to respond more
effectively to regulatory, industry and market developments. Adoption of
the proposed policy is not expected to affect materially the operation
of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated
with an investment in the Fund.
Recommendation of Directors
The Directors have reviewed the potential benefits associated with the
proposal to standardize the Fund's fundamental Restrictions (Proposals
1A through 1H). The Board had concurred with management and believes
that simplifying the Fund's fundamental restrictions will enhance
management's ability to manage the Fund's assets more efficiently in
changing regulatory and investment environments, and permit management
and the Board to review and monitor investment policies more easily. In
addition, the proposed changes to the fundamental investment
restrictions of the Fund will assist the Fund in making required
regulatory filings in a more efficient and cost-effective manner. The
proposed changes in fundamental restrictions will allow the Fund greater
investment flexibility to respond to future investment opportunities.
The Board does not anticipate that the changes, individually or in the
aggregate, will result in a material change in the level of investment
risk associated with an investment in the Fund.
The Directors voted to approve each of these Proposals at a meeting held
for that purpose on August 4, 2000.
The Directors Unanimously Recommend that Shareholders of The Fund Vote to
Approve Proposals 1A-1H.
-7-
<PAGE>
PROPOSAL 2 AND PROPOSAL 3: RATIFICATION OF INTERIM INVESTMENT ADVISORY AGREEMENT
--------------------------------------------------------------------------------
AND NEW INVESTMENT ADVISORY AGREEMENT
-------------------------------------
Introduction
Dewey Square Investors Corporation ("DSI"), located at One Financial
Center, 24/th/ Floor, Boston, Massachusetts 02111, has served as
investment adviser of the Fund since its inception. DSI served as
adviser of the Fund pursuant to an investment advisory contract dated
August 24, 1998 (the "Advisory Contract"). The investment advisory
agreement was approved at the Fund's inception (December 15, 1998) by
the Fund's initial shareholder. The investment advisory agreement was
last approved by the Board on September 13, 2000. The Advisory Contract
terminated as a result of the acquisition of United Asset Management
Corporation ("UAM") by Old Mutual plc ("Old Mutual") on September 26,
2000 (the "Old Mutual Transaction"). DSI currently serves as adviser
pursuant to the interim advisory agreement which is currently proposed
for shareholder ratification. DSI is a subsidiary of UAM, a Delaware
corporation. UAM's address is One International Place, Boston,
Massachusetts 02110. UAM is also the parent company of the Fund's
administrator, distributor and shareholder servicing agent.
As a result of the Old Mutual Transaction and an anticipated merger of
DSI into Dwight Asset Management Company ("Dwight"), also a subsidiary
of UAM (the "Transactions"), DSI will cease to exist in its current
form. The lead portfolio manager of the Fund will not be joining Dwight.
As discussed in more detail below, DSI has also entered into an Asset
Purchase Agreement with UAM and Independence Investment Associates, Inc.
("Independence") whereby Independence will purchase DSI's small cap
investment advisory business, including DSI's advisory relationship with
the Fund (the "Independence Transaction" and together with the Old
Mutual Transaction, the "Transaction"). As part of that agreement, the
lead portfolio manager of the Fund, Mr. Glovsky will be joining
Independence to become the head of Independence's small cap group, where
he will continue to manage the Fund (the "Independence Transaction").
The completion of the Old Mutual Transaction resulted in a change in
control of DSI. The completion of the Independence Transaction will
result in a change of Investment Adviser of the Fund. DSI after the Old
Mutual Transaction continued to serve as investment adviser to the Fund
but after the Independence Transaction, Independence will serve as the
fund's investment adviser. Regardless of the Transactions, the lead
manager responsible for the day to day management of the Fund will not
change. The section below provides more information on the Transactions
and provides some general information on DSI (and Independence) and the
investment advisory agreements.
Consummation of the Old Mutual Transaction did and the Independence
Transaction will constitute an "assignment," as that term is defined in
the 1940 Act, of the Fund's investment advisory agreement. As required
by the 1940 Act, the Fund's current investment advisory agreement
automatically terminates in the event of its assignment. In anticipation
of the Old Mutual Transaction, the Board approved continuation of the
advisory services under an interim investment advisory agreement between
the Fund and DSI subject to further ratification by shareholders of the
Fund. In addition, in anticipation of the Independence Transaction, the
Board has approved continuation of the advisory services under a new
investment advisory agreement between the Fund and Independence subject
to further approval by shareholders of the Fund. Compensation earned by
DSI between the termination of the Advisory Contract and shareholder
ratification of the interim investment advisory agreement is held in an
interest-bearing escrow account for a period of up to 150 days from the
termination of the Advisory Contract. If shareholders ratify the
proposed interim advisory agreement, the amount held in the escrow
account, plus interest, will be paid to DSI. If shareholders do not
ratify the interim investment advisory agreement, DSI will be paid the
lesser of the costs incurred in performing its services under the
interim agreement or the total amount in the escrow account, plus
interest earned. If shareholders do not approve the new investment
advisory agreement with Independence, the Board of Directors will take
such further action as they deem to be in the best interests of
-8-
<PAGE>
shareholders of the Fund. Forms of the interim investment advisory
agreement and new investment advisory agreement are attached to this
proxy statement as Exhibits A and B. The new investment advisory
agreement is identical in all material respects to the Fund's current
investment advisory agreement. In addition, the Fund's advisory fee rate
is unchanged.
Old Mutual Acquisition of UAM
On June 16, 2000, Old Mutual, a public limited company based in the
United Kingdom, OM Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Old Mutual ("OMAC") and UAM, the parent
company of the investment adviser, administrator and distributor of the
Funds, entered into an Agreement and Plan of Merger (the "Old Mutual
Agreement") for Old Mutual to acquire UAM for $25 per share ("Offer
Price") in cash through a tender offer and merger (the "Old Mutual
Transaction"). The Old Mutual Transaction valued the equity of UAM at
approximately $1.46 billion. The Transaction was consummated September
26, 2000. The Funds are currently being managed pursuant to an interim
agreement that was effective with the Old Mutual Transaction.
The Old Mutual Transaction was subject to a number of conditions,
including (but not limited to): (i) tender by holders of a majority of
UAM's outstanding shares; (ii) the absence of any legal restraint or
prohibition preventing the Old Mutual Transaction; (iii) expiration of
any waiting period required by antitrust laws; and (iv) approval of the
Old Mutual Transaction by fund and non-fund clients representing
specified percentages of UAM. Following completion of the tender offer,
OMAC was merged with and into UAM and each UAM share outstanding (other
than certain dissenting shareholders) was converted into the right to
receive the tender offer price, as adjusted, or any greater amount per
share paid pursuant to the tender offer.
Old Mutual is a United Kingdom-based financial services group with a
substantial life assurance business in South Africa and other southern
African countries and an integrated, international portfolio of
activities in asset management, banking and general insurance. UAM has
approximately $188 billion in assets under management in institutional
and individual private accounts and mutual funds. The acquisition of UAM
will increase Old Mutual's assets under management to approximately $275
billion.
Pursuant to the Old Mutual Agreement approved by UAM's Board of
Directors, all options to purchase shares of UAM Shares granted to
employees and directors of UAM vested. The Old Mutual Agreement provided
that, except as otherwise agreed by Old Mutual and the option holder,
all such options that were outstanding immediately before the effective
time of the Old Mutual Transaction would be canceled in exchange for a
cash payment by UAM equal to the number of Shares subject to the option
times the excess, if any, of the Offer Price over the exercise price
per-Share of the option, less applicable withholding taxes. Mr. Orr, a
Director of the Company, held options (with an exercise price of $18.56
per share) representing 1,000,000 shares of UAM, resulted in payments of
approximately $6.44 million at the closing of the Old Mutual
Transaction.
The Old Mutual Transaction constituted a "change of control" for
purposes of the change-of-control employment agreements that UAM has
entered into with certain senior officers of UAM, including Mr. Orr. The
agreements provide generally that the officer's terms and conditions of
employment (including position, location, compensation and benefits)
will not be adversely changed during the two-year period after the
change of control. If UAM terminates the executive's employment (other
than for cause, death or disability), or (in certain circumstances)
-9-
<PAGE>
the officer terminates his or her employment for any reason during the
30-day period following the first anniversary of the change of control,
the officer is generally entitled to receive a multiple of the officer's
annual base salary and annual bonus and UAM contributions made to the
officer's defined contribution plan accounts for the most recent plan
year, and continued welfare benefits for a number of years equal to the
same multiple. The multiple for Mr. Orr is three (3). In addition, the
employment agreements provide that certain officers are entitled to
receive payment in an amount sufficient to make the officers whole for
any excise tax excess parachute payments imposed under Section 4999 of
the Internal Revenue Code of 1986, as amended, provided such parachute
payments exceed 110% of the maximum amount that could be paid without
incurring any excise tax on the excess parachute payment, in which case
the parachute payments would be reduced to prevent the imposition of the
excise tax. Certain agreements provide for a reduction in payments if
necessary to prevent imposition of the excise tax. All amounts were paid
in full to Mr. Orr pursuant to the agreements described above upon the
change in control. In addition, under the deferred compensation plan and
the stock option deferral plan, all benefits became immediately payable
upon approval of the Agreement by UAM's Board of Directors.
Merger of DSI into Dwight and Movement of the Fund's Lead Manager to
Independence
It is expected that on February 15, 2001, DSI, a Delaware corporation,
and a wholly-owned subsidiary of UAM, will merge with Dwight. No
consideration is being paid in connection with the merger of DSI into
Dwight.
DSI has also entered into an Asset Purchase Agreement (the "Independence
Agreement") with UAM and Independence whereby Independence will purchase
DSI's small cap investment advisory business, including DSI's advisory
relationship with the Fund. The purchase price paid by Independence for
DSI's small cap advisory business will be based on a multiple of the net
assets of DSI's small cap advisory accounts subject to certain
adjustments and additional contingent payments. The Independence
Transaction is expect to close on . The Independence Transaction
is subject to a number of conditions including the approval by the
Fund's shareholders of a new investment advisory agreement with
Independence. As part of the Independence Agreement and in order to
facilitate a smooth transition of investment management from DSI to
Independence, the lead portfolio manager of the Fund, Mr. Charles
Glovsky, on December , 2000 became a joint employee of DSI and
Independence. Until the closing of the Independence Transaction, Mr.
Glovsky will continue to manage the Fund as an employee of DSI, but upon
the closing of the Independence Transaction, his employment with DSI
will terminate. As an employee of Independence, Mr. Glovsky will serve
as the head of Independence's small cap group, where he will continue to
manager the Fund.
Independence is a Delaware corporation with offices at 53 State Street,
Boston, MA 02109 and is a wholly-owned subsidiary of John Hancock
Financial Services, Inc. Independence manages approximately $28 billion
of assets primarily for institutions.
Principal Executive Officer
Mark C. Lapman
Chief Executive Officer
Directors
Steve Brown
Chairman, John Hancock Financial Services, Inc.
John DeCiccio
President, John Hancock Financial Services, Inc.
Greg Winn
Treasurer, John Hancock Financial Services, Inc.
Kathleen Graveline
Executive Vice President- Retail Sector, John Hancock Financial
Services, Inc.
Klaus Shigley
-10-
<PAGE>
Vice President, John Hancock Financial Services, Inc.
The address for each of the persons listed above is c/o Independence
Investment Associates, Inc., 53 State Street, Boston, MA 02109.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that a manager or investment
adviser (such as the investment adviser to the Fund) to a registered
investment company, and the affiliates of such adviser (such as UAM),
may receive any amount or benefit in connection with a sale of any
interest in such manager or investment adviser which results in an
assignment of an investment advisory contract if the following two
conditions are satisfied: (1) for a period of three years after such
assignment, at least 75% of the board of directors or trustees of the
investment company cannot be "interested persons" (within the meaning of
Section 2(a)(19) of the 1940 Act) of the new investment adviser or its
predecessor, and (2) no "unfair burden" (as defined in the 1940 Act) may
be imposed on the investment company as a result of the assignment or
any express or implied terms, conditions or understandings applicable
thereto.
Consistent with the first conditon of Section 15(f), Old Mutual and UAM
have agreed in the Old Mutual Agreement that, for a period of three
years after the closing of the Transactions, they will not take or
recommend any action that would cause more than 25% of the directors to
be interested persons of the entity acting as the Fund's investment
adviser. In addition, Old Mutual and UAM have agreed not to take or
recommend any action that would constitute an unfair burden on the Fund
within the meaning of Section 15(f). Similarly UAM and Independence have
represented and warranted to each other that neither party has any
understanding or agreement which would impose an unfair burden on the
Fund within the meaning of Section 15(f) or would violate Section 15(f)
in any way.
With respect to the second condition of Section 15(f), an unfair burden
on an investment company is defined in the 1940 Act to include any
arrangement during the two-year period after any such transaction occurs
whereby the manager or investment adviser or its predecessor or
successor, or any interested person of such adviser, predecessor or
successor, receives or is entitled to receive any compensation of two
types, either directly or indirectly. The first type is compensation
from any person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company, other
than bona fide ordinary compensation as principal underwriter for such
company. The second type is compensation from the investment company or
its security holders for other than bona fide investment advisory or
other services.
In the Agreements, Old Mutual and UAM and Old Mutual and Independence
have agreed not to take or recommend any action that would constitute an
unfair burden on the Fund within the meaning of Section 15(f).
Description of the Investment Advisory Agreement
DSI (or Independence after the Independence Transaction) will act as the
Fund's investment adviser pursuant to an advisory agreement.
The Fund's Advisory Contract and proposed investment advisory agreements
require DSI (or Independence after the Independence Transaction) to
. Manage the investment and reinvestment of the Fund's assets;
. Continuously review, supervise and administer the investment program
of the Fund; and
-11-
<PAGE>
. Determine what portion of the Fund's assets will be invested in
securities and what portion will consist of cash.
DSI (or Independence after the Independence Transaction) is also
required to render regular reports to the Fund's officers and Board
concerning the adviser's discharge of its responsibilities.
The Advisory Contract and proposed investment advisory agreements also
authorize DSI (or Independence after the Independence Transactions) to
select the brokers or dealers that will execute the purchases and sales
of securities of the Fund and direct DSI (or Independence after the
Independence Transaction) to use its best efforts to obtain the best
available price and most favorable execution. Subject to policies
established by the Board, the adviser may also effect individual
securities transactions at commission rates in excess of the minimum
commission rates available, if DSI (or Independence after the
Independence Transaction) determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the adviser's overall
responsibilities with respect to the Fund.
The Advisory Contract and the proposed investment advisory agreements of
the Fund obligate DSI (or Independence after the Independence
Transactions) to discharge its responsibilities subject to the control
of the officers and the Board, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. Under the terms of the Advisory
Contract and the proposed investment advisory agreement, DSI has agreed
to render its services and to provide, at its own expense, the office
space, furnishings, equipment and personnel required by it to perform
the services on the terms and for the compensation provided herein.
The Fund's Advisory Contract and proposed investment advisory agreements
provide that DSI (or Independence after the Independence Transactions)
shall have no liabilities in connection with rendering services
thereunder, other than liabilities resulting from the adviser's willful
misfeasance, bad faith, gross negligence, reckless disregard of its
duties or breach of fiduciary duty with respect to receipt of
compensation of services.
Information on Investment Advisory Fees and Annual Expense Limitation
The Fund currently pays DSI an annual advisory fee at the rate of 0.85%
of the Fund's average daily net assets. In addition, the adviser has
voluntarily agreed to limit the total expenses of Institutional Class
Shares of the Fund to 0.75% of the Fund's average daily net assets. To
maintain this expense limit, the adviser may waive a portion of its
management fee and/or reimburse certain expenses of the Fund. The
adviser intends to continue its expense limitation until further notice,
but may discontinue it at any time. During the last fiscal year, the
Fund paid DSI $________, excluding fee waivers. After giving effect to
the adviser's fee waiver, the Fund paid $________ in advisory fees
during its most recent fiscal year.
Recommendation of Directors
On August 4, 2000, representatives of UAM advised the Independent
Directors that UAM had entered into the Old Mutual Agreement and that
Dwight would be merging with DSI. At that time, representatives of UAM
described the general terms of the proposed Old Mutual Transaction and
the perceived benefits for the UAM organization and for its investment
advisory clients. The Independent Directors discussed the Old Mutual
Transaction with representatives of UAM. They were assisted in their
review of this information by their independent legal counsel.
-12-
<PAGE>
On December 14, 2000, representatives of UAM advised the independent
directors that UAM, DSI and Independence has entered into the
Independence Agreement; that the lead portfolio manager of the Fund
would be joining Independence and that subject to shareholder approval a
new investment advisory agreement was proposed to be entered into with
Independence. In addition, the general terms of the Independence
Transaction and the perceived benefits for DSI Funds shareholders were
discussed with the Board. The Independent Directors discussed the
Independence Transaction with representatives of UAM. They were assisted
in their review of this information by their independent legal counsel.
On August 4, 2000, the Board, including a majority of the Independent
Directors, voted to approve the interim investment advisory agreement
with DSI and to recommend its approval to shareholders. On December 13,
2000, the Board, including a majority of the Independent Directors,
voted to approve the new investment advisory agreement with Independence
and to recommend its approval to shareholders.
The Directors Unanimously Recommend That Shareholders Of Each Fund Vote To
Approve Proposal 2 and Proposal 3
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
UAM Fund Services, Inc. serves as the Fund's administrator, UAM
Shareholder Services Center, Inc. serves as the Fund's sub-shareholder
servicing agent and UAM Fund Distributors, Inc. serves as the Fund's
principal underwriter. UAM Fund Services, Inc., UAM Shareholder Services
Center, Inc. and UAM Fund Distributors, Inc. are affiliates of UAM. UAM
Fund Services, Inc. and UAM Fund Distributors, Inc, are located at 211
Congress Street, 4/th/ Floor, Boston, Massachusetts 02110 and UAM
Shareholder Services, Inc. is located at 825 Duportail Road, Wayne,
Pennsylvania 19087.
. During its last fiscal year, the Fund paid to UAM Funds Services,
Inc. $_________ for services rendered as administrator;
. During its last fiscal year, the Fund paid to UAM Shareholder
Services Center, Inc. $_________ for services rendered as sub-
shareholder servicing agent;
. As of December 21, 2000, the Fund's net assets were $__________.
The Fund does not pay UAM Fund Distributors, Inc. for its services as
principal underwriter to the Fund.
Payment of Expenses
Buyer shall pay the Fund's expenses in connection with the name change
and Investment Advisory Agreement up to $25,000 and the Seller shall pay
the Fund's expenses in excess thereof. For purposes of this Section the
Fund's expense shall include any expense reasonably incurred in
connection with obtaining the approval of the Board of Directors of the
Fund and the shareholder of the Portfolio of the Investment Advisory
Agreement and interim advisory or any other transaction contemplated by
this Agreement.
Beneficial Ownership of Shares
The following table contains information about the beneficial ownership
by shareholders of five percent (5%) or more of the Fund's outstanding
shares as of December 21, 2000. On that date, the existing nominees and
officers of the Funds, together as a group, "beneficially owned" less
than one percent of the Fund's outstanding shares.
-13-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Shareholder Number of Shares Owned Percentage of Fund
--------------------------------------------------------------------------------------------
<S> <C> <C>
(to be inserted) (to be inserted) (to be inserted)
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
</TABLE>
As of December 21, 2000, the Fund had _____ shares outstanding.
The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial ownership
is based on statements furnished to the Fund by the existing directors of the
Company, and/or on the records of the Company's transfer agent.
Annual and Semi-Annual Reports to Shareholders
For a free copy of the Fund's most recent annual report (and most recent
semi-annual report succeeding the annual report, if any) shareholders of the
Fund may call 1-877-826-5465 or write to the UAM Funds at PO Box 219081, Kansas
City, MO 64121.
Other Business
The Board does not intend to present any other business at the Meeting. If any
other matter may properly come before the meeting, or any adjournment thereof,
the persons named in the accompanying proxy card(s) intend to vote, act, or
consent thereunder in accordance with their best judgment at that time with
respect to such matters. No annual or other special meeting is currently
scheduled for the Fund. Mere submission of a shareholder proposal does not
guarantee the inclusion of the proposal in the proxy statement or presentation
of the proposal at the meeting since inclusion and presentation are subject to
compliance with certain federal regulations and Maryland law.
The Directors, Including the Independent Directors, Recommend Approval of each
Proposal. Any Unmarked Proxies without Instructions to the Contrary will be
Voted in Favor of Approval of the Proposals.
-14-
<PAGE>
UAM Funds
825 Duportail Road
Wayne, PA 19087
UAM FUNDS, INC.
DSI SMALL CAP VALUE PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 31, 2001
The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, as attorneys and proxies for the undersigned with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned, all shares of the DSI Small Cap Value Portfolio (the
"Fund"), which the undersigned is entitled to vote at a Meeting of Shareholders
of the Fund to be held at UAM Fund Services, Inc., 211 Congress Street, Boston,
MA 02110 on January 31, 2001, at 9:00 a.m. Eastern time and any adjournment
thereof (the "Meeting"). The undersigned hereby acknowledges receipt of the
Notice of Meeting and Proxy Statement, and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. Unless indicated to the
contrary, this proxy shall be voted "For" all proposals relating to the Fund.
The proxies are hereby authorized to vote in their discretion on any matter that
may properly come before the meeting or any adjournment thereof. The undersigned
hereby revokes any proxy previously given.
-To vote by mail, sign below exactly as your name appears above and return the
proxy card in the envelope provided
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. In the absence of any specification, this
proxy will be voted IN FAVOR of the proposals. Please mark your vote below in
blue or black ink. Do not use red ink.
<PAGE>
THE BOARD OF DIRECTORS OF UAM FUNDS, INC. RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Vote On Proposals For Against Abstain
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. To approve the proposed changes to the Fund's
fundamental investment restrictions (see pages ___ to
___ of the proxy statement)
--------------------------------------------------------------------------------------------------
1A Diversification of investments [_] [_] [_]
--------------------------------------------------------------------------------------------------
1B Borrowing [_] [_] [_]
--------------------------------------------------------------------------------------------------
1C Issuing of senior securities [_] [_] [_]
--------------------------------------------------------------------------------------------------
1D Underwriting [_] [_] [_]
--------------------------------------------------------------------------------------------------
1E Industry concentration [_] [_] [_]
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1F Investment in real estate [_] [_] [_]
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1G Commodities [_] [_] [_]
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1H Lending [_] [_] [_]
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--------------------------------------------------------------------------------------------------
2. To ratify an interim advisory agreement implemented [_] [_] [_]
as a result of the Old Mutual Transaction
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
3. To approve an Investment Advisory Agreement between [_] [_] [_]
the Fund and its investment adviser
--------------------------------------------------------------------------------------------------
</TABLE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Note: Please sign exactly as your name appears in this proxy. If joint owners,
both should sign this proxy. An authorized individual should sign corporate or
partnership proxies in full corporate or partnership name. When signing as
attorney, executor, administrator, trustee, guardian, or corporate officer,
please give your full title.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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</TABLE>
