UAM FUNDS INC, DEFS14A, 2000-12-07

UAM FUNDS INC
DEFS14A, 2000-12-07

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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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

UAM Funds, Inc. -- SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] 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:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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UAM Funds, Inc.
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)

December 8, 2000

Dear Shareholder:

I am writing to all shareholders of the DSI Limited Maturity Bond and DSI Money
Market Portfolios (the "Funds") to inform you of a meeting of shareholders to be
held December 29, 2000. Before that meeting, I would like your vote on the
important issues affecting each Fund as described in the attached proxy
statement. This is a very important meeting that has been called to consider
four proposals requiring your vote as a shareholder.

The proxy statement includes proposals relating to the reclassification of the
investment objectives of each of the Funds, the adoption of standardized
fundamental investment restrictions for each of the Funds, the approval of an
interim investment advisory agreement for each Fund and the approval of an
investment advisory agreement for each Fund. More specific information about
all the proposals is contained in the proxy statement, which you should consider
carefully.

The Board of Directors of your 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 either by signing and returning your proxy card(s) in the enclosed postage-
paid envelope today or by using the internet or telephone voting options as
described in the proxy card. You may receive more than one proxy card if you
own shares in both Funds. Please sign and return each card you receive.

If we do not receive your completed proxy card(s) after several weeks, you may
be contacted by a representative of the UAM Fund 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 DSI LIMITED MATURITY BOND
PORTFOLIO AND DSI MONEY MARKET PORTFOLIO

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 Limited Maturity Bond
and DSI Money Market Portfolios (the "Funds") that require 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 Funds' 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 (the "Dwight Transaction" and, together with the Old Mutual
Transaction, the "Transactions"). As a result of the Old Mutual
Transaction, there was a change in ownership of UAM and indirectly, DSI and
as a result of the Dwight Transaction there will be a change in the
investment adviser to the Funds from DSI to Dwight. We want to reassure
you that while the corporate entity that manages the Funds will be
changing, the team of portfolio managers responsible for the day to day
management of the Funds will not. As part of the Dwight Transaction, the
three most senior fixed income professionals from DSI will join Dwight and
lead the fixed income management team. The following pages give you
additional information about Old Mutual, Dwight, the Transactions and the
matters on which you are being asked to vote. The Director of the Funds,
including those who are not affiliated with UAM or its affiliates, Old
Mutual or its affiliates, Dwight 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 either or both of the DSI
Limited Maturity Bond and DSI Money Market Portfolios, each a portfolio of
UAM Funds, Inc.
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Q. Why Are Multiple Cards Enclosed?

A. If you own shares of both the DSI Limited Maturity Bond and DSI Money
Market Portfolios, you will receive a proxy card for each Fund.

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 Funds, 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 Funds are currently being managed pursuant
to an interim advisory agreement that was effective with the Old Mutual
Transaction. The Investment Company Act of 1940 requires shareholder
approval of the interim advisory agreement to operate from the date of the
change in control until the date of the Meeting and a new advisory
agreement between the Funds and DSI effective upon the date of the Meeting.
Similarly, the merger of DSI into Dwight will result in a change of
management of DSI which requires shareholder approval of an interim
advisory agreement and 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 each Fund's
advisory fee rate will remain unchanged.

Q. What Happens If An Advisory Agreement Is Not Approved?

A. If the shareholders of either Fund do not approve an interim or a new
investment advisory agreement, the respective agreement will continue in
effect and the Board of Directors will take such further action as they
deem in the best interests of the shareholders of each 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 each Fund are being asked to consider the following items:

. to reclassify the investment objectives of each Fund to non-
fundamental.

. to adopt standardized fundamental investment restrictions by revising
or eliminating each Fund's current fundamental investment restrictions.

Q. How Will The Old Mutual and Dwight Transactions Affect Me?

A. UAM has assured the Board that there will he no reduction in the nature or
quality of its services to the Funds as a result of the Transactions, and
in fact anticipates that resources devoted to the Funds may be enhanced by
Old Mutual's global operations, distribution,
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and technology that would be available to the Funds as a result of the Old
Mutual Transaction. In addition, the Dwight Transaction will provide the
Funds' management team with additional resources for research and analysis.

Q. How Do Each Fund's Board Of Directors Recommend That I Vote?

A. After careful consideration, the Board of UAM Funds, Inc., including those
Directors who are not affiliated with the UAM Funds, UAM or its affiliated
companies, Old Mutual or its affiliated companies, or Dwight or its
affiliated companies, recommend that you vote FOR all of the proposals on
the enclosed proxy card(s).

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 Limited Maturity Bond Portfolio
DSI Money Market Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-LINK (826-5465)

NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2000

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of shareholders of the DSI
Limited Maturity Bond and DSI Money Market Portfolios, each a series of UAM
Funds, Inc., will be held at 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 proposed reclassification of the investment objective of
each Fund from fundamental to non-fundamental.

2. To approve the adoption of standardized fundamental investment restrictions
by revising the current fundamental investment restrictions of each Fund.

3. To approve interim investment advisory agreements for each Fund.

4. To approve new investment advisory agreements for each Fund.

5. 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 November 17, 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
December 8, 2000
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UAM Funds, Inc.
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2000

This proxy statement is furnished in connection with the solicitation by the
Board of Directors of UAM Funds, Inc. (the "Company") for the meeting of
shareholders of the DSI Limited Maturity Bond and DSI Money Market Portfolios
(the "Funds") to be held at the offices of UAM Fund Services, Inc., 211 Congress
Street, Boston, MA 02110 on December 29, 2000 at 9:00 a.m., and all adjournments
thereof (the "Meeting"). Shareholders of record at the close of business on
November 17, 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 December 8,
2000.

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 who 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
-----------------------------------------------

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(s) 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 Funds expect 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 Funds. 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 Funds. Such
costs are estimated to be approximately $5,000.

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 no effect on the outcome of the vote to
approve any Proposal requiring a vote based on the percentage of shares
actually voted. 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 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.

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Required Vote

The following table summarizes the proposals, the shareholders eligible to
vote on the proposals and the vote required to approve each proposal.

<TABLE>
<CAPTION>
Proposal Shareholders Vote Required for
Number Proposal Description Entitled to Vote Approval
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. To reclassify the investment Shareholders of each Fund Approval of this proposal
objective of each Fund from will vote separately. requires the affirmative
fundamental to non-fundamental. vote of a "majority of the
outstanding voting
securities" of the Fund.*
------------------------------------------------------------------------------------------------------------------------
2. To adopt standardized Shareholders of each Fund Approval of this proposal
fundamental investment will vote separately. requires the affirmative
restrictions for each Fund by vote of a "majority of the
revising or eliminating some or outstanding voting
all of the Fund's current securities" of the Fund.*
fundamental investment
restrictions.
------------------------------------------------------------------------------------------------------------------------
3. To approve interim investment Shareholders of each Fund Approval of this proposal
advisory agreements. will vote separately. requires the affirmative
vote of a "majority of the
outstanding voting
securities" of the Fund.*
------------------------------------------------------------------------------------------------------------------------
4. To approve new investment Shareholders of each Fund Approval of this proposal
advisory agreements. will vote separately. requires the affirmative
vote of a "majority of the
outstanding voting
securities" of the Fund.*
</TABLE>

* 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 1 - RECLASSIFICATION OF EACH FUND'S INVESTMENT OBJECTIVE AS NON-
-------------------------------------------------------------------------
FUNDAMENTAL
-----------

Reclassification Of Fundamental Investment Objectives As Non-fundamental

The 1940 Act does not require a Fund's investment objective to be
classified as "fundamental." A fundamental investment objective may be
changed only by vote of the Fund's shareholders. In order to provide each
Fund's investment adviser with enhanced investment management flexibility
to respond to market, industry or regulatory changes, the Directors have
approved the reclassification from fundamental to non-fundamental of each
Fund's investment objective. If the reclassification of the investment
objectives is approved by shareholders, shareholders will forego the right
to approve future revisions to a Fund's investment objective, and the
Directors will have authority to change a non-fundamental investment
objective at any time, with proper notice to shareholders.

The investment objective of the DSI Limited Maturity Bond Portfolio is to
seek maximum total return consistent with reasonable risk to principal by
investing in investment-grade debt securities. The investment objective of
the DSI Money Market Portfolio is to seek maximum current income consistent
with the preservation of capital and liquidity by investing in short-term
investment-grade money market obligations issued or guaranteed by financial
institutions, nonfinancial corporations, and the U.S. government, as well
as repurchase agreements collateralized by such securities. The
reclassification from fundamental to non-fundamental will not alter either
Fund's investment objective. If, at any time in the future, the Directors
approve a change in either Fund's non-fundamental investment objective,
shareholders of such Fund will be given notice of such change prior to its
implementation; however, if such a change were to occur, shareholders would
not be asked to approve such change.

If the reclassification of either Fund's investment objective from
fundamental to non-fundamental is not approved by shareholders of a
particular Fund, such Fund's investment objective will remain fundamental
and shareholder approval (and its attendant costs and delays) will continue
to be required prior to any change in investment objective.

Recommendation of Directors

The Directors have reviewed and considered the proposed reclassification of
the Funds' investment objectives from fundamental to non-fundamental, and
believe that the Funds will benefit in the current regulatory environment
by allowing the Directors to revise a Fund's objective without shareholder
approval and oversight. The Directors believe they can discharge their
responsibilities to shareholders by closely overseeing management's
investment activities and ability to respond to market, industry or
regulatory changes as these changes affect each Fund and its respective
objective. At a meeting of the Directors held on August 4, 2000, the
Directors voted to approve the reclassification of the investment objective
of each Fund currently classified as fundamental to non-fundamental.

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The Directors Recommend That Shareholders Vote To Approve Proposal 1.

PROPOSAL 2 - CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
-----------------------------------------------------------

Adoption of Standardized Investment Restrictions (Proposals 2A-2H)

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 each Fund's fundamental policies with
the goal of simplifying, modernizing and making consistent as far as
possible the fundamental policies of all of the Funds.

The text and a summary description of each proposed change to each Fund's
fundamental restrictions are set forth below. If approved by the Funds'
shareholders at the Meeting, the proposed changes to the Funds' fundamental
restrictions will be adopted by each Fund. If the elimination of a
fundamental policy is approved by shareholders, shareholders will forego
the right to approve future revisions to such policy. The Funds' Statement
of Additional Information will be revised to reflect those changes as soon
as practicable following the Meeting. If the shareholders of a Fund fail to
approve any proposed fundamental policy, the current policy will remain in
effect.

Proposal 2A. Diversification of Investments. Under the current
--------------------------------------------
diversification policy, each Fund may not, with respect to 75% of its
assets, invest more than 5% of its total assets at the time of purchase in
the securities of any single issuer (other than obligations issued or
guaranteed as to principal and interest by the U.S. government or any
agency or instrumentality thereof) or purchase more than 10% of any class
of the outstanding voting securities of any issuer. The Board recommends
that the Funds' 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

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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 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 2B. Borrowing. Under its current fundamental policy on
-----------------------
borrowing, each 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 10% of the Fund's gross assets valued at the lower of market or
cost. To simplify and modernize each 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 each Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated with
an investment in each Fund. However, adoption of the proposed policy will
allow each 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 Funds and their shareholders.

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<PAGE>

Proposal 2C. Issuing of Senior Securities. Under its current
------------------------------------------
fundamental policy on senior securities, each Fund may not issue senior
securities, as defined in the 1940 Act, except that the restriction shall
not be deemed to prohibit a Fund from making permitted borrowings,
mortgages or pledges or entering into options and futures (except DSI Money
Market Portfolio), or entering into repurchase agreements. To simplify and
modernize each 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.

The proposed policy will also allow each 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 Funds currently engage, 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.

Proposal 2D. Underwriting. Under its current fundamental policy on
--------------------------
underwriting, each Fund may not underwrite 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 each Fund's current fundamental policy on underwriting to
achieve uniformity with the fundamental policy of other UAM Funds and to
avoid unintended limitations or

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<PAGE>

interpretations. Adoption of the proposed policy is not expected to affect
materially the operation of each Fund, and the Board does not anticipate
that the proposed fundamental policy will change the level of investment
risk associated with an investment in each Fund.

Proposal 2E. Industry Concentration. Each Fund's current policy on
------------------------------------
industry concentration prohibits the Fund from investing more than 25% of
the market value of a Fund's total 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
or instrumentalities, or instruments issued by U.S. banks when a 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 each 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 applicable industry unless it discloses the specific
conditions under which it will change its concentration policy. Each 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 each 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 each Fund. Adoption of
the proposed policy is not expected to affect materially the operation of
each Fund, and the Board does not anticipate that the proposed fundamental
policy will change the level of investment risk associated with an
investment in each Fund.

Proposal 2F. Investment in Real Estate. Under its current fundamental
--------------------------------------
investment policy regarding investments in real estate, each Fund may not
purchase or sell real estate, 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 each 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.

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<PAGE>

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 each 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 each Fund's policy. Adoption of the
proposed policy is not expected to affect materially the operation of each
Fund, and the Board does not anticipate that the proposed fundamental
policy will change the level of investment risk associated with an
investment in each Fund.

Proposal 2G. Commodities. Each Fund has a current fundamental
-------------------------
investment policy prohibiting each Fund from investing in commodities
(except that each Fund may invest in futures contracts and options to the
extent that not more than 5% of a Fund's assets are required as deposit to
secure obligations under futures contracts). The Board recommends that the
current fundamental policy of each 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 each 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 a Fund's policy. Adoption of the proposed
policy is not expected to affect materially the operation of each Fund, and
the Board does not anticipate that the proposed fundamental policy will
change the level of investment risk associated with an investment in each
Fund.

Proposal 2H. Lending. The current fundamental policy on loans for each
---------------------
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 10% of a 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 each Fund's current
fundamental policy on loans with the following fundamental investment
policy:

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<PAGE>

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 each Fund's current policy, does not specify
the particular types of lending in which each Fund is permitted to engage;
instead, the proposed policy permits each 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, each Fund may
enter into certain lending arrangements that would benefit the Fund and its
shareholders. The proposed policy would provide the Funds with greater
flexibility and maximize each Fund's lending capabilities, thereby allowing
the Funds to respond more effectively to regulatory, industry and market
developments. Adoption of the proposed policy is not expected to affect
materially the operation of each Fund, and the Board does not anticipate
that the proposed fundamental policy will change the level of investment
risk associated with an investment in each Fund.

Elimination of Certain Fundamental Restrictions (Proposals 2I through 2P)

In addition to standardizing the restrictions described above, shareholders
of the Funds are being asked to eliminate certain fundamental Restrictions.
Unlike a fundamental Restriction, a non-fundamental Restriction may be
changed without the approval of shareholders. The majority of these
fundamental policies came from state law, which until recently had required
the Funds to adopt fundamental policies with respect to certain activities
in addition to those specified in the 1940 Act. Since the blue-sky
regulations have been eliminated by federal statute, the Directors propose
that these policies be eliminated. The elimination of certain of the Funds'
current fundamental Restrictions will enhance the Funds' ability to achieve
their objectives by offering greater flexibility to respond to changed
market, industry or regulatory conditions without the delay and expense of
the solicitation of shareholder approval. The elimination of these policies
will not materially change the manner in which each Fund is currently
managed.

Proposal 2I. Illiquid Securities. Under its current fundamental policy,
---------------------------------
each Fund will not invest more than 10% of the assets of the Fund
determined at the time of investment, in securities subject to legal or
contractual restrictions on resale or securities for which there are no
readily available markets, including repurchase agreements having
maturities of more than seven days. If the elimination of this restriction
is approved by shareholders, the Board will adopt the following non-
fundamental restriction: The Fund will not invest more than 15% of its net
assets (10% with respect to the DSI Money Market Portfolio) in illiquid
securities. The Board recommends that shareholders vote to eliminate this
fundamental policy because, under the 1940 Act, a fund is not required to
adopt restrictions concerning illiquid securities as a fundamental policy.
The Board does not anticipate that the elimination of the current
fundamental policy will materially

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<PAGE>

change the level of investment risk associated with an investment in the
Funds. The Board also believes that elimination of this fundamental
restriction and the adoption of a non-fundamental restriction will provide
each Fund with greater investment flexibility and the ability to respond
more effectively to legal, regulatory and market developments.

Proposal 2J. Control or Management. Under its current fundamental policy,
-----------------------------------
each Fund will not invest for the purpose of exercising control over
management of any company. The Board recommends that shareholders vote to
eliminate this fundamental policy because, under the 1940 Act, a fund is
not required to adopt restrictions on investing for purposes of exercising
control over management of a company as a fundamental policy. If the
elimination of this restriction is approved by shareholders, the Funds will
be permitted to invest for purposes of exercising control over management
of a company to the extent permitted by applicable law. The Board does not
anticipate that the elimination of the current fundamental policy will
materially change the manner in which the Fund is currently managed or the
level of investment risk associated with an investment in the Funds. The
Board also believes that elimination of this fundamental restriction will
provide each Fund with greater investment flexibility and the ability to
respond more effectively to legal, regulatory and market developments.

Proposal 2K. Unseasoned Issuers. Under its current fundamental policy,
--------------------------------
each Fund will not invest more than 5% of its assets at the time of
purchase in the securities of companies that have (with predecessors) a
continuous operating history of less than 3 years. The Board recommends
that shareholders vote to eliminate this fundamental policy because, under
the 1940 Act, a fund is not required to adopt restrictions on investments
in unseasoned issuers. If the elimination of this restriction is approved
by shareholders, the Funds will be permitted to invest in unseasoned
issuers to the extent permitted by applicable law. The Board does not
anticipate that the elimination of the current fundamental policy will
materially change the manner in which each Fund is currently managed or the
level of investment risk associated with an investment in the Funds. The
Board also believes that elimination of this fundamental restriction will
provide each Fund with greater investment flexibility and the ability to
respond more effectively to legal, regulatory and market developments.

Proposal 2L. Borrowings Exceeding 5%. Under its current fundamental
-------------------------------------
policy, each Fund will not purchase additional securities when borrowings
exceed 5% of total gross assets. The Board recommends that shareholders
vote to eliminate this fundamental policy because, under the 1940 Act, an
investment company is not required to adopt restrictions on borrowings
other than what is described above. If the elimination of this restriction
is approved by shareholders, Funds will comply with the borrowing
restriction outlined in Proposal 2B. The Board does not anticipate that the
elimination of the current fundamental policy will materially change the
manner in which each Fund is currently managed or the level of investment
risk associated with an investment in the Funds. The Board also believes
that elimination of this fundamental restriction will provide each Fund
with greater investment flexibility and the ability to respond more
effectively to legal, regulatory and market developments.

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<PAGE>

Proposal 2M. Pledging. Under its current fundamental policy, each Fund will
---------------------
not pledge, mortgage, or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value. The Board recommends
that shareholders vote to eliminate this fundamental policy because, under
the 1940 Act, an investment company is not required to adopt restrictions
on pledging, other than what is described in Proposal 2B concerning
borrowing. If the elimination of this restriction is approved by
shareholders, each Fund will comply with the borrowing restrictions
outlined in Proposal 2B. The Board does not anticipate that the elimination
of the current fundamental policy will materially change the manner in
which each Fund is currently managed or the level of investment risk
associated with an investment in the Funds. The Board also believes that
elimination of this fundamental restriction will provide each Fund with
greater investment flexibility and the ability to respond more effectively
to legal, regulatory and market developments.

Proposal 2N. Margin Purchases and Short Sales. Under its current
---------------------------------------------
fundamental policy, each Fund will not purchase on margin or sell short,
except as specified above. Margin purchases involve the purchase of
securities with money borrowed from a broker. "Margin" is the cash or
eligible securities that the borrower places with a broker as collateral
against the loan. Selling a security short involves an investor sale of a
security it does not own. To sell a security short an investor must borrow
the security from someone else to deliver to the buyer. The investor then
replaces the security it borrowed by purchasing it at the market price at
or before the time of replacement. Until it replaces the security, the
investor repays the person that lent it the security for any interest or
dividends that may have accrued during the period of the loan. The Board
recommends that shareholders vote to eliminate this fundamental policy
because, under the 1940 Act, an investment company is not required to adopt
restrictions on margin as a fundamental policy. If the elimination of this
restriction is approved by shareholders, each Fund will be permitted to
engage in margin purchases and short sales to the extent permitted by SEC
staff interpretations and subject to guidelines adopted by the Board. The
Board does not anticipate that the elimination of the current fundamental
policy will materially change the manner in which each Fund is currently
managed or the level of investment risk associated with an investment in
the Funds. The Board also believes that elimination of this fundamental
restriction will provide each Fund with greater investment flexibility and
the ability to respond more effectively to legal, regulatory and market
developments.

Proposal 2O. Directors' Ownership of Shares. Under its current fundamental
-------------------------------------------
policy, each Fund will not purchase or retain securities of an issuer if
those officers and Directors or its investment adviser owning more than 1/2
of 1% of such securities together own more than 5% of such securities. The
Board recommends that shareholders vote to eliminate this fundamental
policy because, under the 1940 Act, an investment company is not required
to adopt restrictions oil the amount of securities a Director may own of an
issuer. If the elimination of this restriction is approved by shareholders,
the Directors will be permitted to own shares of issuers to the extent
permitted by applicable law. The Board does not anticipate that the
elimination of the current fundamental policy will materially change the
manner in which each Fund is currently managed or the level of investment
risk associated with an investment in the Funds. The Board also believes
that

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<PAGE>

elimination of this fundamental restriction will provide each Fund with
greater investment flexibility and the ability to respond more effectively
to legal, regulatory and market developments.

Proposal 2P. Interests in Oil, Gas or Other Mineral Exploration or
------------------------------------------------------------------
Development Programs. Under its current fundamental policy, each Fund will
--------------------
not write or acquire options or interests in oil, gas or other mineral
exploration or development programs. The Board recommends that shareholders
vote to eliminate this fundamental policy because, under the 1940 Act, an
investment company is not required to adopt restrictions on the degree to
which an investment company can purchase interests in oil, gas or other
mineral exploration or development programs. If the elimination of this
restriction is approved by shareholders, the Funds will be permitted to
write or acquire options or interests in oil, gas or other mineral
exploration or development programs to the extent permitted by applicable
law. The Board does not anticipate that the elimination of the current
fundamental policy will materially change the manner in which each Fund is
currently managed or the level of investment risk associated with an
investment in the Funds. The Board also believes that elimination of this
fundamental restriction will provide each Fund with greater investment
flexibility and the ability to respond more effectively to legal,
regulatory and market developments.

Recommendation of Directors

The Directors have reviewed the potential benefits associated with the
proposal (i) to standardize each Fund's fundamental restrictions (Proposals
2A through 2H) and (ii) eliminate certain of the Funds' fundamental
restrictions (Proposals 2I through 2P). The Board had concurred with
management and believes that simplifying each Fund's fundamental
restrictions will enhance management's ability to manage each 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 each Fund will assist each Fund in making
required regulatory filings in a more efficient and cost-effective manner.
The proposed changes in fundamental restrictions will allow each 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 each Fund.

The Trustees voted to approve each of these Proposals at a meeting held for
that purpose on August 4, 2000.

The Trustees Unanimously Recommend that Shareholders of Each Fund Vote to
Approve Proposals 2A-2P.

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<PAGE>

PROPOSALS 3A AND B AND PROPOSALS 4A AND B: APPROVAL OF INTERIM INVESTMENT
------------------------------------------
ADVISORY AGREEMENTS AND NEW INVESTMENT ADVISORY AGREEMENTS
-----------------------------------------------------------------------

Introduction

Dewey Square Inventors Corporation ("DSI"), located at One Financial
Center, 24th Floor, Boston, Massachusetts 02111, has served as investment
adviser of the Funds since their inception. DSI currently serves as adviser
of the Funds pursuant to investment advisory contracts dated September 27,
1989. The investment advisory agreements were approved at each Fund's
inception (December 18, 1989 with respect to the Limited Maturity Bond
Portfolio and December 28, 1989 with respect to the Money Market Portfolio)
by each Fund's initial shareholder. The investment advisory agreement was
last approved by the Board on September 13, 2000. DSI is a subsidiary of
United Asset Management Corporation ("UAM"), a Delaware corporation. UAM's
address is One International Place, Boston, Massachusetts 02110. UAM is
also the parent company of the Funds' administrator, distributor and
shareholder servicing agent.

As a result of two transactions (the "Transactions"), DSI will cease to
exist in its current form. The first transaction involves the acquisition
of UAM by Old Mutual (the "Old Mutual Transaction"). The second transaction
involves a merger of DSI into Dwight Asset Management Company ("Dwight"),
also a subsidiary of UAM (the "Dwight Transaction"). The completion of the
Transactions will result in a change in control and change in management of
DSI. DSI after the Old Mutual Transaction continues to serve and Dwight
after the Dwight Transaction will serve as each Fund's investment adviser.
Regardless of the Transactions, the team of portfolio managers responsible
for the day to day management of the Funds will not change. The three most
senior fixed income professionals from DSI will join Dwight and lead
Dwight's fixed income management team. The section below provides more
information on the Transactions and provides some general information on
DSI (and Dwight) and the investment advisory agreements.

Consummation of the Old Mutual Transaction did and the Dwight Transaction
would constitute an "assignment," as that term is defined in the 1940 Act,
of each Fund's investment advisory agreement. As required by the 1940 Act,
each 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
new investment advisory agreements between each Fund and DSI subject to
further approval by shareholders of each Fund. In addition, in anticipation
of the Dwight Transaction, the Board has approved continuation of the
advisory services under a new investment advisory agreement between each
Fund and Dwight subject to further approval by shareholders of each Fund.
Compensation earned by DSI (or Dwight after the Dwight Transaction) between
the termination of the current agreement and the new investment advisory
agreement is held in an interest-bearing escrow account pending shareholder
approval of a new investment advisory agreement for a period of up to 150
days from the termination of the current investment advisory

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<PAGE>

agreement. If shareholders approve the proposed interim and new investment
advisory agreements, the amount held in the escrow account, plus interest,
will be paid to DSI (or Dwight after the Dwight Transaction). If
shareholders do not approve the proposed investment advisory agreements,
DSI (or Dwight after the Dwight Transaction) 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. 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 each
Fund's current investment advisory agreement. In addition, each Fund's
advisory fee rate is unchanged.

Old Mutual Acquisition of UAM

On June 16, 2000, Old Mutual plc, a public limited company based in the
United Kingdom ("Old Mutual"), OM Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Old Mutual ("OMAC") and United Asset
Management Corporation, the parent company of the investment adviser,
administrator and distributor of the Funds, ("UAM") 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
are outstanding immediately before the effective time of the Old Mutual
Transaction will be canceled in exchange for a cash

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<PAGE>

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. Currently, Mr. Orr, a
Director of the Company, holds options (with an exercise price of $18.56
per share) representing 1,000,000 shares of UAM, which will result 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) 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

It is expected that on February 15, 2001, DSI, a Delaware corporation, and
a wholly-owned subsidiary of UAM, will merge with Dwight, also a Delaware
corporation with offices at 100 Bank Street, Suite 800, Burlington, VT
05461, and a wholly-owned subsidiary of UAM. No consideration is being paid
in connection with the merger of DSI into Dwight.

Dwight was founded in 1984 by John K. Dwight and joined UAM in 1994.
Dwight specializes in the management of stable value portfolios for defined
contributed plans. Dwight has over $14 billion in assets under management
and 41 employees.

As part of the merger, the three most senior fixed income professionals
from DSI who currently manage the DSI Limited Maturity Bond and DSI Money
Market Portfolios will

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<PAGE>

joint the 11 investment professionals from Dwight and lead their active
fixed-income management activities. Together these three professionals will
form the core of Dwight's new active fixed income management team.

The name, address and principal occupation of the principal executive
officer and each director of DSI is as follows:

Principal Executive Officer Directors
Peter M. Whitman, Jr., President Ronald L. McCullough, Managing Director
Peter M. Whitman, Jr., President

The address for each of the persons listed above is c/o Dewey Square
Investors Corporation, One Financial Center, 24th Floor, Boston, MA 02111.

The name, address and principal occupation of the principal executive
officer and each director of Dwight is as follows:

Principal Executive Officer Directors
John K. Dwight, President Laura P. Dagan, Secretary
John K. Dwight, President
David W. Richardson, Vice President

The address for each of the persons listed above is c/o Dwight Asset
Management Company, 100 Bank Street, Suite 800, Burlington, VT 05401.

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 Funds) 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 condition of Section 15(f), Old Mutual and UAM
have agreed in the Agreement that, for a period of three years after the
closing of the Old Mutual Transaction, 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 Funds' investment adviser.

-17-
<PAGE>

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 Agreement, Old Mutual and UAM have agreed not to take or recommend
any action that would constitute an unfair burden on the Funds within the
meaning of Section 15(f). In this regard, UAM and its affiliates have
agreed to maintain the maximum expense ratio disclosed in the current
prospectus of the Funds for a period of two years from the date of the
consummation of the Old Mutual Transaction, consistent with and subject to
the existing conditions of any voluntary fee waivers unrelated to the Old
Mutual Transaction.

Description of the Investment Advisory Agreement

DSI (or Dwight after the Dwight Transaction) will continue to act as its
investment adviser pursuant to an interim advisory agreement.

Each Fund's current and proposed investment advisory agreement requires DSI
(or Dwight after the Dwight Transaction) to

. Manage the investment and reinvestment of the Fund's assets;

. Continuously review, supervise and administer the investment program
of the Fund; and

. Determine what portion of the Fund's assets will be invested in
securities and what portion will consist of cash.

DSI (or Dwight after the Dwight Transaction) is also required to render
regular reports to the Fund's officers and Board concerning the adviser's
discharge of its responsibilities.

The current and proposed investment advisory agreements also authorize DSI
(or Dwight after the Dwight Transaction) to select the brokers or dealers
that will execute the purchases and sales of securities of the Fund and
direct DSI (or Dwight after the Dwight 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 Dwight after the Dwight Transaction)
determines in good faith that such amount of commission is reasonable in
relation to the value of the

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<PAGE>

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 current and the proposed investment advisory agreement of each Fund
obligates DSI (or Dwight after DSI mergers into Dwight) 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 current 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.

Each Fund's current and proposed investment advisory agreement, except as
stated below, provides that DSI (or Dwight after DSI mergers into Dwight)
shall have no liabilities in connection with rendering services thereunder,
other than liabilities resulting from the adviser's willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties. Each
current investment advisory agreement also provides that each Fund will
indemnify DSI against liabilities, losses and expenses incurred in
connection with all liabilities, except those stated above and liabilities
involving breach of DSI's fiduciary duties in respect of receipt of
compensation for its services.

Information on Investment Advisory Fees and Annual Expense Limitation

The DSI Money Market Portfolio (the "Money Market Portfolio") currently
pays DSI an annual advisory fee at the rate of 0.400% on the first $500
million and 0.350% in excess of $500 million of the Money Market
Portfolio's average daily net assets. In addition, the adviser has
voluntarily agreed to limit the total expenses of Institutional Class
Shares of the Money Market Portfolio to 0.18% of the Money Market
Portfolio'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 Money Market Portfolio. The adviser intends to continue its
expense limitation until further notice, but may discontinue it at any
time. During the last fiscal year, the Money Market Portfolio paid DSI
$394,104, excluding fee waivers. After giving effect to the adviser's fee
waiver, the Money Market Portfolio paid $187,739 in advisory fees during
its most recent fiscal year.

The DSI Limited Maturity Bond Portfolio (the "Bond Portfolio") currently
pays DSI an annual advisory fee at the rate of 0.450% on the first $500
million, 0.400% on the next $500 million and 0.350% in excess of $1 billion
of the Bond Portfolio's average daily net assets. During the last fiscal
year, the Bond Portfolio paid DSI $77,195, excluding fee waivers. After
giving effect to the adviser's fee waiver, the Bond Portfolio paid $77,195
in advisory fees during its most recent fiscal year.

-19-

<PAGE>

Recommendation of Directors

On August 4, 2000, representatives of UAM advised the Independent Directors
that UAM had entered into the 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. In addition, the
general terms of the proposed Dwight Transaction and the perceived benefits
for DSI Funds shareholders were discussed with the Board. The Independent
Directors discussed the Old Mutual Transaction and the Dwight 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 agreements and
the new investment advisory agreements and to recommend their approval to
shareholders.

The Directors Unanimously Recommend That Shareholders Of Each Fund Vote To
Approve Proposals 3A and B And Proposals 4A and B.

ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

UAM Fund Services, Inc. is each Fund's administrator, UAM Shareholder
Services Center, Inc. is each Fund's sub-shareholder servicing agent and
UAM Fund Distributors, Inc. is each 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, 4th Floor,
Boston, Massachusetts 02110 and UAM Shareholder Services, Inc. is located
at 825 Duportail Road, Wayne, Pennsylvania 19087.

. During the last fiscal year, the DSI Money Market Portfolio and the
DSI Limited Maturity Bond Portfolio paid to UAM Funds Services, Inc.
$143,829 and $91,853 respectively, for services rendered as
administrator;

. During the last fiscal year, the DSI Money Market Portfolio and the
DSI Limited Maturity Bond Portfolio paid to UAM Shareholder Services
Center, Inc. $13,457 and $9,019, respectively, for services
rendered as sub-shareholder servicing agent;

. As of November 17, 2000 the net assets of the DSI Money Market
Portfolio and the DSI Limited Maturity Bond Portfolio were $92,815,115
and $13,256,802, respectively.

The Funds do not pay UAM Fund Distributors, Inc. for its services as
principal underwriter to the Funds.

-20-
<PAGE>

Payment of Expenses

United Asset Management Corporation or its affiliated companies will pay
the expenses of the preparation, printing and mailing of this proxy
statement and its enclosures and of all solicitations, including telephone
or internet voting.

Beneficial Ownership of Shares

The following table contains information about the beneficial ownership by
shareholders of five percent or more of each Fund's outstanding Shares as
of November 17, 2000. On that date, the existing nominees and officers of
the Funds, together as a group, "beneficially owned" less than one percent
of each Fund's outstanding Shares.

DSI Money Market Portfolio

Name and Address of Shareholder Percentage of Fund
---------------------------------------------------------------------------
Saturn & Company 49.58%
c/o Investors Bank and Trust
P.O. Box 9130 FPG90
Boston, MA 02117-9130
---------------------------------------------------------------------------
UMBSC & Company 12.10%
FBO Interstate Brands
Conservative Growth
P.O. Box 419175
---------------------------------------------------------------------------
SO Alaska 6.59%
Defined Contribution Pension Plan
P.O. Box 241266
Anchorage, AK 99524-1266
---------------------------------------------------------------------------
CAN Trust Corporation Trustee 5.53%
FBO Cardiovascular &
Chest Surgical Association MPP
P.O. Box 5024
Costa Mesa, CA 92628-5024
---------------------------------------------------------------------------

DSI Limited Maturity Bond Portfolio

Name and Address of Shareholder Percentage of Fund
---------------------------------------------------------------------------
Jupiter & Co. 71.89%*
c/o Investors Bank and Trust Company
P.O. Box 9130
Boston, MA 02117-9130
---------------------------------------------------------------------------
Hometown Trust 8.81%*
364 Railroad Street
P.O. Box 219
St. Johnsbury, VT 05819-0219

*Denotes shares held by a trustee or fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

As of November 17, 2000 the DSI Limited Maturity Bond Portfolio and DSI
Money Market Portfolio had 1,488,616.300 and 92,832,986.197 shares
outstanding, respectively.

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 Funds 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 each Fund's most recent annual report (and most recent
semi-annual report succeeding the annual report, if any) shareholders of
each Fund may call 1-877-826-5465 or write to the UAM Funds at PO Box
219081, Kansas City, MO 64121.

-21-

<PAGE>

Other Business

The Board does not intend to present any other business at the Meeting.
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, 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. Any shareholder wishing to present a proposal at a future meeting
of shareholders of each Fund will be required to submit such proposal in
writing so that it is received by each Fund at least 120 days before the
date of the meeting. No annual or other special meeting is currently
scheduled for each 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.

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.

-22-
<PAGE>

UAM Funds, Inc.
825 Duportail Road
Wayne, PA 19087

UAM FUNDS, INC.
DSI MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
December 29, 2000

The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, 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 Fund referenced hereon (the "Fund"), which the
undersigned is entitled to vote at a Meeting of Shareholders of the Fund to be
held at the offices of UAM Fund Services, Inc., 211 Congress Street, Boston, MA
02110 on December 29, 2000, 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, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

DSI MONEY MARKET PORTFOLIO

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.

THE BOARD, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE FUND OR UNITED ASSET
MANAGEMENT CORPORATION, RECOMMENDS A VOTE "FOR" EACH PROPOSAL.

______________________________

<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>
1. To approve the proposed change of the investment [_] [_] [_]
objective of the Fund from fundamental to
non-fundamental (see page 4 of the proxy statement)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>
2A. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on diversification
of investments (see pages 5 to 6 of the proxy
statement)

2B. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on borrowing (see
page 6 of the proxy statement)

2C. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on the issuance of
senior securities (see page 7 of the proxy statement)

2D. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on underwriting
(see pages 7 to 8 of the proxy statement)

2E. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on industry
concentration (see page 8 of the proxy statement)

2F. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on investment in
real estate (see pages 8 to 9 of the proxy
statement)

2G. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on commodities
(see page 9 of the proxy statement)
</TABLE>

-2-
<PAGE>

<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>
2H. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on lending (see
pages 9 to 10 of the proxy statement)

2I. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investments in illiquid
securities (see pages 10 to 11 of the proxy
statement)

2J. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investment for the purpose
of exercising control over management (see page 11
of the proxy statement)

2K. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investments in unseasoned
issuers (see page 11 of the proxy statement)

2L. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on the purchase of additional
securities when borrowings exceed 5% (see page 11
of the proxy statement)

2M. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on pledging (see page 12
of the proxy statement)

2N. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on margin purchases and short
sales (see page 12 of the proxy statement)
</TABLE>

-3-
<PAGE>

<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>
2O. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on directors' ownership of
shares (see pages 12 to 13 of the proxy statement)

2P. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on writing or acquiring
options or interests in oil, gas or other mineral
exploration or development programs (see page 13
of the proxy statement)

3A. To approve an Interim Investment Advisory Agreement [_] [_] [_]
between the Fund and DSI (Advisory fee rates will
not change from those under the current agreement.)
(see pages 14 to 20 of the proxy statement)

3B. To approve an Interim Investment Advisory Agreement [_] [_] [_]
between the Fund and Dwight Asset Management
(Advisory fee rates will not change from those under
the current agreement.) (see pages 14 to 20 of the
proxy statement)

4A. To approve an Investment Advisory Agreement between [_] [_] [_]
the Fund and DSI, subject to completion of the merger
between United Asset Management Corporation and Old
Mutual Plc, substantially as described in the Proxy
Statement (Advisory fee rates will not change from
those under the current agreement.) (see pages 14
to 20 of the proxy statement)

4B. To approve an Investment Advisory Agreement between [_] [_] [_]
the Fund and Dwight Asset Management, subject to
completion of the merger between DSI and Dwight Asset
Management, substantially as described in the Proxy
Statement (Advisory fee rates will not change from
those under the current agreement.) (see pages 14
to 20 of the proxy statement)
</TABLE>

-4-
<PAGE>

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>

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

-5-
<PAGE>

UAM Funds, Inc.
825 Duportail Road
Wayne, PA 19087

UAM FUNDS, INC.
DSI LIMITED MATURITY BOND PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
December 29, 2000

The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, 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 Fund referenced hereon (the "Fund"), which the
undersigned is entitled to vote at a Meeting of Shareholders of the Fund to be
held at the offices of UAM Fund Services, Inc., 211 Congress Street, Boston, MA
02110 on December 29, 2000, 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, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

DSI LIMITED MATURITY BOND PORTFOLIO

THE BOARD, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE FUND OR UNITED ASSET
MANAGEMENT CORPORATION, RECOMMENDS A VOTE "FOR" EACH PROPOSAL.

___________________________________________

Vote On Proposals For Against Abstain

1. To approve the proposed change of the investment [_] [_] [_]
objective of the Fund from fundamental to
non-fundamental (see page 4 of the proxy statement)
<PAGE>

2B. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on borrowing (see
page 6 of the proxy statement)

2C. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on the issuance of
senior securities (see page 7 of the proxy
statement)

2D. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on underwriting
(see pages 7 to 8 of the proxy statement)

2E. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on industry
concentration (see page 8 of the proxy
statement)

2F. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on investment in
real estate (see pages 8 to 9 of the proxy
statement)

2G. To approve the proposed change to the Fund's [_] [_] [_]
fundamental investment restriction on commodities
(see page 9 of the proxy statement)
</TABLE>

-2-
<PAGE>

2I. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investments in illiquid
securities (see pages 10 to 11 of the proxy
statement)

2J. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investment for the purpose
of exercising control over management (see page 11
of the proxy statement)

2K. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on investments in unseasoned
issuers (see page 11 of the proxy statement)

2L. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on the purchase of additional
securities when borrowings exceed 5% (see page 11
of the proxy statement)

2M. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on pledging (see page 12
of the proxy statement)

2N. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on margin purchases and short
sales (see page 12 of the proxy statement)
</TABLE>

-3-
<PAGE>

<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>

2O. To approve the elimination of the Fund's fundamental [_] [_] [_]
investment restriction on directors' ownership of
shares (see pages 12 to 13 of the proxy statement)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!

-4-
<PAGE>

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

-5-