SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Only (as permitted by Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
ss.240.14a-11(c) or ss.240.14a-12
UAM Funds Trust - SEC File Nos. 33-79858, 811-
8544
(Name of Registrant as Specified In Its Charter)
.............................................
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other than the
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UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS
INSTITUTIONAL SERVICE CLASS
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link (826-5465)
October 20, 2000
Dear Shareholder:
Enclosed you will find a proxy statement and
proxy card for a special meeting of shareholders
of BHM&S Total Return Bond Portfolio. This is a
very important meeting, which has been called to
vote on a proposal to liquidate your Portfolio.
The Board of Trustees of UAM Funds Trust, after
thorough discussion and consideration, has
decided to recommend the liquidation of the
Portfolio, but believes that since this is your
investment capital, the final decision on this
matter should be made by you, the shareholders.
We are preparing to liquidate the Portfolio
because of its relatively small size and its
limited prospects for growth of assets. The
Board's reasons for recommending this course are
described more fully in the enclosed proxy
statement, which you should consider carefully.
If the shareholders approve the recommendation
to liquidate the Portfolio, the Portfolio will
return to you the proceeds of the liquidation of
your account. Once you receive your proceeds,
you may pursue any investment option you wish.
You may easily reinvest your proceeds from the
liquidation in shares of another UAM Fund by
contacting a shareholder service representative
at 1-877-UAM-Link (826-5465).
The Board of Trustees regrets any inconvenience
this may cause you. We thank you, however, for
the confidence that you placed in us. We
continue to wish you well in your investments.
Sincerely,
/s/Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS
INSTITUTIONAL SERVICE CLASS
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK (826-5465)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 17, 2000
TO THE SHAREHOLDERS OF
BHM&S TOTAL RETURN BOND PORTFOLIO:
Notice is hereby given that a special meeting of
shareholders (the "Special Meeting") of BHM&S
Total Return Bond Portfolio (the "Portfolio"), a
series of UAM Funds Trust (the "Fund"), will be
held on November 17, 2000, at the offices of UAM
Fund Services, Inc., 211 Congress Street,
Boston, Massachusetts 02110 at 10:00 a.m. local
time. The purpose of the Special Meeting is:
(BULLET) to consider a proposal to liquidate
and dissolve the Portfolio, as set
forth in a Plan of Liquidation and
Dissolution adopted by the Board of
Trustees of the Fund; and
(BULLET) to transact such other business as may
properly come before the Special
Meeting or any adjournment thereof.
Please read the enclosed proxy statement
carefully for information concerning the
proposal to be placed before the meeting.
Shareholders of record at the close of business
on September 25, 2000 will be entitled to vote
at the meeting. You are invited to attend the
Special Meeting, but if you cannot do so, please
complete and sign the enclosed proxy, and return
it in the accompanying envelope as promptly as
possible. Any shareholder attending the Special
Meeting may vote in person even though a proxy
has already been returned.
By Order of the Board of Trustees,
/s/Linda T. Gibson
Linda T. Gibson, Esq.
Secretary
Boston, Massachusetts
October 20, 2000
UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS
INSTITUTIONAL SERVICE CLASS
PROXY STATEMENT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE BOARD OF
TRUSTEES OF UAM FUNDS TRUST (the "Fund") on
behalf of BHM&S Total Return Bond Portfolio (the
"Portfolio"), a separate series of the Fund, for
use at a Special Meeting of Shareholders to be
held at UAM Fund Services, Inc., 211 Congress
Street, Boston, Massachusetts, on November 17,
2000 at 10:00 a.m. local time, or at any
adjournment thereof (the "Special Meeting").
PROXY SOLICITATION
All proxies in the enclosed form that are
properly executed and returned to the Portfolio
will be voted as provided therein at the Special
Meeting or at any adjournment thereof. A
shareholder executing and returning a proxy has
the power to revoke it at any time before it is
exercised by giving written notice of such
revocation to the Secretary of the Fund. Signing
and mailing the proxy will not affect your right
to give a later proxy or to attend the Special
Meeting and vote your shares in person.
The Board of Trustees intends to bring before
the Special Meeting the sole matter set forth in
the foregoing notice. The persons named in the
enclosed proxy and acting thereunder will vote
with respect to that item in accordance with the
directions of the shareholder as specified on
the proxy card. If no choice is specified, the
shares will be voted IN FAVOR of:
(BULLET) the proposal to liquidate and
dissolve the Portfolio and
return the proceeds to the
shareholders of the Portfolio;
and
(BULLET) in the discretion of the
proxies, any other matter not
presently known, but which may
properly come before the meeting
or any adjournment thereof.
In accordance with the Agreement and Declaration
of Trust of the Fund and the Delaware Business
Trust Act, approval of the proposal requires the
affirmative vote of a majority of the shares of
the Portfolio voted at a meeting at which a
quorum is present. For purposes of this
meeting, the shareholders of both the
Institutional Class and the Institutional
Service Class will be treated as a single class.
The presence in person or by proxy of the
holders of thirty percent of the shares of the
Portfolio entitled to vote will constitute a
quorum. For purposed of determining the
presence of a quorum, abstentions, broker non-
votes or withheld votes will be counted as
present.
The Portfolio will bear the entire cost of
preparing, printing and mailing this proxy
statement, the proxies and any additional
materials which may be furnished to shareholders
up to $2,000. Barrow Hanley Mewhinney &
Strauss, Inc., the Portfolio's investment
adviser, will pay any such expenses that are in
excess of $2,000. Solicitation may be
undertaken by mail, telephone, telegraph, and
personal contact. It is expected that this
Proxy Statement and form of proxy will be mailed
to shareholders on or about October 20, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of beneficial
interests of the Portfolio at the close of
business on September 25, 2000 will be entitled
to vote at the Special Meeting or any
adjournment thereof. As of September 18, 2000
the Portfolio had outstanding 180,228.647 shares
of beneficial interest in the Institutional
Class and 110,752.520 shares in the
Institutional Service Class. The shareholders
are entitled to one vote per share on all
business to come before the meeting.
The officers and Trustees of the Fund as a group
beneficially own in the aggregate no shares of
the outstanding beneficial interests of the
Portfolio. As of September 18, 2000 the
following shareholders owned of record or
beneficially more than five percent of the
outstanding beneficial interests of:
THE INSTITUTIONAL CLASS
Wilmington Trust CO TR FBO Cherokee Nation 401K
Plan, c/o Mutual Funds/UAM, P. O. Box 8971,
Wilmington, DE 19899-8971 99.92%*
THE INSTITUTIONAL SERVICE CLASS
Wilmington Trust CO TR FBO Mustang Employees
401K PSP, c/o Mutual Funds/UAM, P. O. Box 8971,
Wilmington, DE 19899-8971 62.10%*
Chicago Trust CO TR FBO Loews Cineplex P/S &
401K Retirement Plan, c/o Marshall & Ilsley
Trust Company, 1000 N. Water Street, Milwaukee,
WI 53202-6648 22.17%*
UMBSC & CO FBO Lillick & Charles Barrow Hanley,
c/o Trust Department, P. O. Box 419175, Kansas
City, MO 64141-6175 15.72%*
___________
*Denotes shares held by a trustee or fiduciary
for which beneficial ownership is disclaimed or
presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
BACKGROUND
Both classes of the Portfolio began operations
on November 1, 1995. During the period from
commencement of operations through September 18,
2000, the Portfolio's assets reached a level of
$1,672,382.08 for the Institutional Class and
$1,021,081.83 for the Institutional Service
Class The Portfolio has invested primarily in
U.S. dollar denominated investment-grade debt
securities in a variety of issuers, including
corporations and government agencies. During
this period, the Board of Trustees has
considered the total asset level of the
Portfolio, the performance of the Portfolio both
before and after deducting certain expenses
arising from the operation of the Portfolio and
the impact on the Portfolio's investment results
of the relatively small size of the Portfolio.
Notwithstanding the marketing of the Portfolio's
shares, growth in the Portfolio's assets has
been slow. Several marketing efforts, including
offering Institutional Service Class shares and
waiver of fees by the Adviser, were not adequate
to significantly increase the size of the
Portfolio. The Adviser and the Board have
regularly reviewed developments, and considered
alternatives.
Sales of the Portfolio shares have not been
sufficient to allow the Portfolio to reach a
size adequate, in the judgment of the Board, to
spread expenses over a sufficient asset base to
provide a satisfactory return to shareholders.
In addition, there have been several large
redemptions from the Portfolio in recent months,
which caused the Portfolio's net assets to
decrease from $16,192,830 on May 16, 2000, to
$2,677,542 on September 28, 2000. As a result,
the Board instructed the officers of the Fund to
investigate what, if any, additional steps or
alternative courses would best serve the
interest of shareholders.
The officers of the Fund sought to determine
whether a merger or transfer of assets would be
possible, and if it would produce desirable
results for shareholders. After reviewing
current market conditions, the relatively small
size of the portfolio and the time and effort
required to effect a transaction, management of
the Fund believed that the expense of a merger
or transfer of the assets to another mutual fund
would be greater than the benefits shareholders
of the portfolio could expect to realize from
such a transaction. The officers investigated
the steps required for liquidation of the
Portfolio, subject to presentation of a final
report to the Board.
At a September 13, 2000 meeting, the Board
reviewed the efforts and expenses of the
Distributor to distribute shares of the
Portfolio, and the effect of the operating
expenses on the historic and anticipated returns
of shareholders. For the most recent fiscal
year, the Institutional Class's total expenses
were 1.85% and the Institutional Service Class's
total expenses were 2.08%. The Portfolio's
expense ratio for the present fiscal year is
expected to increase due to a decrease in the
Portfolio's total assets. The Board concluded
that an increase in fund expenses would
significantly reduce the Portfolio's returns.
Moreover, the presence of larger funds with
similar objectives better able to operate on an
efficient basis and provide higher returns to
shareholders, made it unlikely that the
Portfolio could achieve a significant increase
in asset size and achieve economies of scale.
The Board therefore concluded that it would be
in the interest of the shareholders of the
Portfolio to liquidate the Portfolio promptly,
in accordance with a Plan of Liquidation and
Dissolution. (See "General Tax Consequences"
below.)
PLAN OF LIQUIDATION AND DISSOLUTION
The Board of Trustees has approved the Plan of
Liquidation and Dissolution (the "Plan")
summarized in this section and set forth as
Exhibit A to this proxy statement.
1. EFFECTIVE DATE OF THE PLAN AND CESSATION
OF THE PORTFOLIO'S BUSINESS AS AN INVESTMENT
COMPANY. The Plan will become effective on the
date of its adoption and approval by a majority
of the outstanding shares of the Portfolio.
Following this approval, the Portfolio (i) will
cease to invest its assets in accordance with
its investment objective and will sell the
portfolio securities it owns in order to convert
the Portfolio's assets to cash; (ii) will not
engage in any business activities except for the
purposes of winding up its business and affairs,
preserving the value of its assets and
distributing its assets to shareholders after
the payment to (or reservation of assets for
payment to) all creditors of the Portfolio; and
(iii) will terminate in accordance with the laws
of the State of Delaware and the Declaration of
Trust of the Fund.
2. CLOSING OF BOOKS AND RESTRICTION OF
TRANSFER AND REDEMPTION OF SHARES. The
proportionate interests of shareholders in the
assets shall be fixed on the basis of their
respective holdings on the Effective Date of the
Plan. On such date the books of the Portfolio
will be closed and the shareholders' respective
assets will not be transferable by the
negotiation of share certificates. (Plan,
Section 4)
3. LIQUIDATING DISTRIBUTION. As soon as
possible after approval of the Plan, and in any
event within fourteen days thereafter, the Fund
on behalf of the Portfolio will mail the
following to each shareholder of record on the
effective date of the Plan: (i) to each
shareholder not holding stock certificates of
the Portfolio, liquidating cash distribution
equal to the shareholder's proportionate
interest in the net assets of the Portfolio,
(ii) to each shareholder holding stock
certificates of the Portfolio, a confirmation
showing such shareholder's proportionate
interest in the net assets of the Portfolio with
an advice that such shareholder will be paid in
cash upon return of the stock certificates; and
(iii) information concerning the sources of the
liquidating distribution. (Plan, Section 7)
4. EXPENSES. The Portfolio will bear all
expenses incurred by it in carrying out the Plan
up to $2,000. It is expected that other
liabilities of the Portfolio incurred or
expected to be incurred prior to the date of the
liquidating distribution will be paid by the
Portfolio, or set aside for payment, prior to
the mailing of the liquidating distribution.
The Portfolio's liabilities relating to the Plan
are estimated at no more than $2,000 which
includes legal and auditing expenses and
printing, mailing, soliciting and miscellaneous
expenses arising from the liquidation, which the
Portfolio normally would not incur if it were to
continue in business. If the Portfolio incurs
more than $2,000 in additional liabilities to
liquidate the Portfolio, such expenses will be
paid by the Adviser. The total liabilities of
the Portfolio prior to the liquidating
distribution are estimated to be $36,000. This
amount includes the dissolution expenses
referred to above and amounts accrued, or
anticipated to be accrued, for custodial and
transfer agency services, legal audit and
Trustees fees and printing costs. Any expenses
and liabilities attributed to the Portfolio
subsequent to the mailing of the liquidating
distribution will be borne by the Adviser.
(Plan, Section 6 and 8)
5. CONTINUED OPERATION OF THE PORTFOLIO.
After the date of mailing of the liquidating
distribution, the dissolution of the Portfolio
will be effected. The Plan provides that the
Trustees shall have the authority to authorize
such variations from or amendments of the
provisions of the Plan as may be necessary or
appropriate to marshal the assets of the
Portfolio and to effect the dissolution,
complete liquidation and termination of the
existence of the Portfolio and the purposes to
be accomplished by the Plan. (Plan, Sections 9
and 10)
GENERAL TAX CONSEQUENCES.
Each shareholder who receives a liquidating
distribution will recognize gain or loss for
federal income tax purposes equal to the excess
of the amount of the distribution over the
shareholder's tax basis in the Portfolio shares.
Assuming that the shareholder holds such shares
as capital assets, such gain or loss will be
capital gain or loss and will be long-term or
short-term capital gain depending on the
shareholder's holding period for the shares.
The tax consequences discussed herein may affect
shareholders differently depending upon their
particular tax situations unrelated to the
liquidating distribution, and accordingly, this
summary is not a substitute for careful tax
planning on an individual basis. SHAREHOLDERS
MAY WISH TO CONSULT THEIR PERSONAL TAX ADVISERS
CONCERNING THEIR PARTICULAR TAX SITUATIONS AND
THE IMPACT THEREON OF RECEIVING THE LIQUIDATING
DISTRIBUTION AS DISCUSSED HEREIN, INCLUDING ANY
STATE AND LOCAL TAX CONSEQUENCES.
The Fund anticipates that it will retain its
qualification as a regulated investment company
under the Internal Revenue Code, as amended,
during the liquidation period and, therefore,
will not be taxed on any of its net income from
the sale of its assets.
Representatives of PricewaterhouseCoopers LLP,
independent accountants for the Fund, are not
expected to be present at the Special Meeting.
If the shareholders do not approve the Plan, the
Portfolio will continue to exist as a registered
investment company in accordance with its stated
objective and policies. The Board would meet to
consider what, if any, steps to take in the
interest of shareholders.
Shareholders are free to redeem their shares
prior to the liquidation.
THE TRUSTEES OF THE FUND RECOMMEND APPROVAL OF
THE PLAN.
GENERAL INFORMATION
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
ADMINISTRATOR.
The investment adviser to the Portfolio is
Barrow, Hanley, Mewhinney & Strauss, One
McKinney Plaza, 15th floor, Dallas, Texas 75204.
The Portfolio's principal underwriter is UAM
Fund Distributors, Inc., 211 Congress Street,
Boston, Massachusetts 02110. The Portfolio's
administrator is UAM Fund Services, Inc.,
located at 211 Congress Street, Boston,
Massachusetts 02110. The investment adviser,
principal underwriter and administrator for the
Portfolio are subsidiaries of United Asset
Management Corporation. UAM Fund Services, Inc.
has sub-contracted some administrative services
to SEI Investments, Inc., One Freedom Valley
Drive, Oaks, Pennsylvania 19456. UAM Fund
Services, Inc. has subcontracted its transfer
agent and dividend-disbursing agent services to
DST Systems, Inc., located at P.O. Box 419534,
Kansas City, Missouri 64141-6534. UAM Fund
Services, Inc. has subcontracted sub-shareholder
servicing to UAM Shareholder Service Center,
Inc., an affiliate of United Asset Management
Corporation, located at 825 Duportail Road,
Wayne, Pennsylvania 19087.
REPORTS TO SHAREHOLDERS AND FINANCIAL
STATEMENTS.
The Annual Report to Shareholders of the
Portfolio, including audited financial
statements for the Portfolio for the fiscal year
ended April 30, 2000 has been mailed to
shareholders. The Annual Report should be read
in conjunction with this Proxy Statement. You
can obtain a copy of the Annual Report from the
Fund, without charge, by writing to the Fund at
the address on the cover of this Proxy
Statement, or by calling 1-877-UAM-LINK (826-
5465).
OTHER MATTERS
The 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 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 the Portfolio will be required
to submit such proposal in writing so that it is
received by the Portfolio at least 120 days
before the date of the meeting. No annual or
other special meeting is currently scheduled for
the Portfolio. 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.
By Order of the Board of Trustees,
Linda T. Gibson, Esq.
Secretary
Dated: October 20, 2000
EXHIBIT A
UAM FUNDS TRUST
BHM&S TOTAL RETURN BOND PORTFOLIO
INSTITUTIONAL CLASS
INSTITUTIONAL SERVICE CLASS
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution
("Plan") concerns the BHM&S Total Return Bond
Portfolio (the "Portfolio"), a series of UAM
Funds Trust (the "Fund"), which is a business
trust organized and existing under the laws of
the State of Delaware. The Portfolio began
operations on November 1, 1995. The Fund is
registered as an open-end management investment
company registered under the Investment Company
Act of 1940, as amended ("Act"). The Plan is
intended to accomplish the complete liquidation
and dissolution of the Portfolio in conformity
with all provisions of Delaware law and the
Fund's Declaration of Trust
WHEREAS, the Fund's Board of Trustees, on behalf
of the Portfolio, has determined that it is in
the best interests of the Portfolio and its
shareholders to liquidate and dissolve the
Portfolio; and
WHEREAS, at a meeting of the Board of Trustees
on September 13, 2000, the Board considered and
adopted this Plan as the method of liquidating
and dissolving the Portfolio and directed that
this Plan be submitted to shareholders of the
Portfolio for approval;
NOW THEREFORE, the liquidation and dissolution
of the Portfolio shall be carried out in the
manner hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall be
and become effective only upon the adoption and
approval of the Plan, at a meeting of
shareholders called for the purpose of voting
upon the Plan, by the affirmative vote of the
holders of a majority of the outstanding voting
securities of the Portfolio. The day of such
adoption and approval by shareholders is
hereinafter called the "Effective Date."
2. DISSOLUTION. As promptly as practicable,
consistent with the provisions of the Plan, the
Portfolio shall be dissolved in accordance with
the laws of the State of Delaware and the Fund's
Declaration of Trust ("Dissolution").
3. CESSATION OF BUSINESS. After the Effective
Date of the Plan, the Portfolio shall cease its
business as an investment company and shall not
engage in any business activities except for the
purposes of winding up its business and affairs,
marshalling and preserving the value of its
assets and distributing its assets to
shareholders in accordance with the provisions
of the Plan after the payment to (or reservation
of assets for payment to) all creditors of the
Portfolio.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF
SHARES. The proportionate interests of
shareholders in the assets of the Portfolio
shall be fixed on the basis of their respective
stockholdings at the close of business on the
Effective Date of the Plan. On the Effective
Date, the books of the Portfolio shall be
closed. Thereafter, unless the books are
reopened because the Plan cannot be carried into
effect under the laws of the State of Delaware
or otherwise, the shareholders' respective
interests in the Portfolio's assets shall not be
transferable by the negotiation of share
certificates.
5. LIQUIDATION OF ASSETS. As soon as is
reasonable and practicable after the Effective
Date, all portfolio securities of the Portfolio
shall be converted to cash or cash equivalents.
6. PAYMENT OF DEBTS. As soon as practicable
after the Effective Date, the Portfolio shall
determine and pay, or set aside in cash
equivalent, the amount of all known or
reasonably ascertainable liabilities allocable
to a class of the Portfolio incurred or expected
to be incurred prior to the date of liquidating
distribution provided for in Section 7, below.
7. LIQUIDATING DISTRIBUTION. As soon as
possible after the Effective Date of the Plan,
and in any event within 14 days thereafter, the
Portfolio shall mail the following to each
shareholder of record on the Effective Date: (1)
to each shareholder not holding stock
certificates of the Portfolio, a liquidating
distribution equal to the shareholder's
proportionate interest in the net assets of the
Portfolio; (2) to each shareholder holding stock
certificates of the Portfolio, a confirmation
showing such shareholder's proportionate
interest in the net assets of the Portfolio with
an advice that such shareholder will be paid in
cash upon return of the stock certificate; and
(3) information concerning the sources of the
liquidating distribution.
8. MANAGEMENT AND EXPENSES OF THE PORTFOLIO
SUBSEQUENT TO THE LIQUIDATING DISTRIBUTION. The
Portfolio shall bear all expenses incurred by it
in carrying out this Plan of Liquidation and
Dissolution including, but not limited to, all
printing, legal, accounting, custodian and
transfer agency fees, and the expenses of any
reports to or meeting of shareholders. Any
expenses and liabilities allocable to a class of
the Portfolio subsequent to the mailing of the
liquidating distribution will be borne by
Barrow, Hanley, Mewhinney & Strauss, the
Portfolio's Investment Adviser.
9. POWER OF BOARD OF TRUSTEES. The Board,
and subject to the Trustees, the officers, shall
have authority to do or authorize any or all
acts and things as provided for in the Plan and
any and all such further acts and things as they
may consider necessary or desirable to carry out
the purposes of the Plan, including the
execution and filing of all certificates,
documents, information returns, tax returns and
other papers which may be necessary or
appropriate to implement the Plan. The death,
resignation or disability of any director or any
officer of the Fund shall not impair the
authority of the surviving or remaining Trustees
or officers to exercise any of the powers
provided for in the Plan.
10. AMENDMENT OF PLAN. The Board shall have
the authority to authorize such variations from
or amendments of the provisions of the Plan as
may be necessary or appropriate to effect the
marshalling of Portfolio assets and the
dissolution, complete liquidation and
termination of the existence of the Portfolio,
and the distribution of its net assets to
shareholders in accordance with the laws of the
State of Delaware and the purposes to be
accomplished by the Plan.
UAM FUNDS TRUST
On behalf of BHM&S Total Return Bond Portfolio
For the Board of Trustees
By: ______________________
Name:
Title:
Accepted:
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
By: ______________________
Name:
Title:
Date: November 17, 2000
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND
UAM FUNDS TRUST
BHM&S Total Return Bond Portfolio
Institutional Class
Institutional Service Class
Proxy for Special Meeting of Shareholders
November 17, 2000
KNOW ALL MEN BY THESE PRESENT, that the
undersigned hereby constitutes and appoints
Linda T. Gibson or Gary L. French, or either of
them, with power of substitution, as attorneys
and proxies to appear and vote all of the shares
of stock standing in the name of the undersigned
at the Special Meeting of Shareholders of the
BHM&S Total Return Bond Portfolio of UAM Funds
Trust to be held at the offices of UAM Fund
Services, Inc., 211 Congress Street, Boston,
Massachusetts 02110, at 10:00 a.m. local time on
November17, 2000, and at any and all
adjournments thereof; and the undersigned hereby
instructs said attorneys to vote:
1. To approve the liquidation and dissolution
of the BHM&S Total Return Bond Portfolio,
as set forth in a Plan of Liquidation and
Dissolution adopted by the Board of
Trustees of UAM Funds Trust
FOR AGAINST ABSTAIN
/__/ /__/ /__/
2. Any other business which may properly come
before the meeting or any other
adjournment thereof. The management knows
of no other such business.
THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED,
THEY WILL BE VOTED FOR APPROVAL OF ITEM 1.
Dated: ________, 2000
______________________________
______________________________
Signature of Shareholder(s)
(Signature of all joint owners is required.
Fiduciaries please indicate your full title.)
If any other matters properly come before the
meeting about which the proxy holders were not
aware prior to the time of the solicitation,
authorization is given the proxy holders to vote
in accordance with the views of management
thereon. The management is not aware of any
such matters.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
