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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 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)
............................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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.
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1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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UAM Funds Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
January 5, 2001
Dear Shareholder:
I am writing to all shareholders of the Chicago Asset Management
Value/Contrarian Portfolio (the "Fund") to inform you of a meeting of
shareholders to be held on January 26, 2001. Before that meeting, I would like
your vote on the important issues affecting the Fund as described in the
attached proxy statement. This is a very important meeting that has been called
to consider five proposals requiring your vote as a shareholder.
The proxy statement includes proposals relating to the reclassification of the
Fund's investment objective, the adoption of standardized fundamental investment
restrictions for the Fund, the ratification of interim advisory agreements and
the approval of an investment advisory agreement for the Fund. More specific
information about all the proposals is contained in the proxy statement, which
you should consider carefully.
The Board of Trustees of your fund have unanimously approved the proposals and
recommends that you vote FOR all of the proposals described within this
document.
I realize that this proxy statement will take time to review, but your vote is
very important. Please familiarize yourself with the proposals presented and
vote by signing and returning your proxy card in the enclosed postage-paid
envelope today.
If we do not receive your completed proxy card after several weeks, you may be
contacted by a representative of the UAM 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 UAM FUNDS TRUST
While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of some matters affecting the Chicago Asset Management
Value/Contrarian Portfolio (the "Fund") that requires a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. What Is Happening?
A. United Asset Management Corporation ("UAM"), the parent company of Chicago
Asset Management Company ("CAMCO"), the Fund's adviser, entered into an
agreement with Old Mutual plc ("Old Mutual") and OM Acquisition Corp.
("OMAC"), a wholly owned subsidiary of Old Mutual, pursuant to which Old
Mutual made a tender offer for the outstanding shares of UAM, and OMAC
merged with UAM (the "Old Mutual Transaction"). The Old Mutual Transaction
was consummated on September 26, 2000. Old Mutual is a United Kingdom-
based financial services group with a substantial life assurance business
in South Africa and an integrated, international portfolio of activities in
asset management, banking and general insurance. Following completion of
that transaction, certain senior officers of CAMCO proposed to acquire
CAMCO from Old Mutual (the "CAMCO Transaction"). The CAMCO Transaction
will be consummated on December 31, 2000. As a result of the Old Mutual
Transaction, there was a change in the ownership of UAM and, indirectly,
CAMCO, and as a result of the CAMCO Transaction, there was another change
in ownership of CAMCO, the adviser to the Fund. We want to reassure you
that while the ownership of CAMCO has changed, the persons responsible for
the day to day management of the Fund has not changed. The following pages
give you additional information about Old Mutual, CAMCO and the matters on
which you are being asked to vote. The Trustees of the Fund, including
those who are not affiliated with UAM Funds Trust, UAM, Old Mutual, CAMCO
or their respective affiliates unanimously recommend that you vote FOR
these proposals.
Q. Why Did You Send Me This Booklet?
A. You are receiving these proxy materials - a booklet that includes the Proxy
Statement and a proxy card - because you have the right to vote on the
important proposals concerning your investment in the Fund, a portfolio of
UAM Funds Trust (the "Trust").
Q. Why Am I Being Asked To Vote On Interim and Proposed New Advisory
Agreements In Proposals No. 3, 4 and 5?
A. The Investment Company Act of 1940, which regulates investment companies
such as the Trust, requires a vote whenever there is a change in control of
an investment company's adviser. Upon a change of control, the advisory
agreement between the investment adviser and the investment company
terminates. In anticipation of the Old
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Mutual Transaction and the resultant termination of the advisory agreement,
the Board of the Trust on August 4, 2000 approved an interim advisory
agreement under which CAMCO would continue to serve as investment adviser.
CAMCO served as investment adviser under this Interim Advisory Agreement
from September 26, 2000 to December 31, 2000. Similarly, in anticipation of
the CAMCO Transaction and the resultant termination of the interim advisory
agreement, the Board of the Trust approved another interim advisory
agreement under which CAMCO would continue to serve as investment adviser.
CAMCO has served as investment adviser under this second interim advisory
agreement since December 31, 2000. Compensation earned by CAMCO between the
termination of an advisory contract and shareholder ratification of the
interim advisory agreements and shareholder approval of a new investment
advisory agreement is held in an interest-bearing escrow account for a
period of up to 150 days from the termination of an advisory agreement. In
order for CAMCO to receive all of the advisory fees under the interim
advisory agreement, shareholders must ratify the interim advisory
agreements and approve the new advisory agreement. Except for the time
periods covered by the agreements, the interim and new advisory agreements
are identical in all material respects to the advisory agreement which
existed prior to the Old Mutual Transaction and the Fund's advisory fee
rate will remain unchanged.
Q. What Happens If An Interim Agreement is not Ratified or the New Advisory
Agreement Is Not Approved?
A. If the shareholders of the Fund do not ratify the interim advisory
agreements, CAMCO will be paid the lesser of the costs incurred in
performing its services under the interim advisory agreements or the total
amount in the escrow account, plus the interest earned. If the
shareholders of the Fund do not approve the new advisory agreement with
CAMCO, the Board of Trustees will take such further action as they deem in
the best interests of the shareholders of the Fund.
Q. What Else Am I Being Asked To Vote On?
A. In addition to voting on the proposed new advisory agreement, shareholders
of the Fund are being asked to consider the following items:
. to reclassify the investment objective of the Fund to non-fundamental.
. to adopt standardized fundamental investment restrictions by revising
the current fundamental investment restrictions.
Q. How Did The Old Mutual and CAMCO Transaction Affect Me?
A. UAM and CAMCO have each assured the Board that there will be no reduction
in the nature or quality of its services to the Fund as a result of the Old
Mutual or CAMCO Transactions.
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Q. How Does The Fund's Board Of Trustees Recommend That I Vote?
A. After careful consideration, the Board of the Trust, including those
Trustees who are not affiliated with the Trust, UAM or its affiliated
companies and Old Mutual and its affiliated companies and CAMCO, recommend
that you vote FOR all of the proposals on the enclosed proxy card.
Q. Whom Do I Call For More Information Or To Place My Vote?
A. You may provide the Trust 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 Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2001
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of shareholders of Chicago
Asset Management Value/Contrarian Portfolio, a series of a UAM Funds Trust,
will be held on January 26, 2001 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 the
Fund from fundamental to non-fundamental.
2. To approve the adoption of standardized fundamental investment restrictions
by revising the current fundamental investment restrictions of the Fund.
3. To ratify the interim advisory agreement implemented as a result of the Old
Mutual Transaction.
4. To ratify the interim advisory agreement implemented as a result of the
CAMCO Transaction.
5. To approve a new investment advisory agreement for the Fund.
6. To transact any other business that may properly come before the Meeting or
any adjournments thereof.
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Shareholders of record at the close of business on December 21, 2000, are
entitled to notice of, and to vote at the Meeting or any adjournments thereof.
You are invited to attend the Meeting, but if you cannot do so, please complete
and sign the enclosed proxy and return it in the accompanying envelope as
promptly as possible. Your vote is important no matter how many shares you own.
You can vote easily and quickly by mail, by facsimile or in person. You may
change your vote even though a proxy has already been returned by written notice
to the UAM Funds Trust, by submitting a subsequent proxy using the mail or by
voting in person at the meeting.
By Order of the Board of Trustees of UAM Funds Trust
/s/ Linda T. Gibson
Linda T. Gibson
Secretary
Boston, Massachusetts
January 5, 2001
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UAM Funds Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
Chicago Asset Management Value/Contrarian Portfolio
TO BE HELD ON JANUARY 26, 2001
This proxy statement is furnished in connection with the solicitation by the
Board of Trustees of UAM Funds Trust (the "Trust") for the meeting of
shareholders of Chicago Asset Management Value/Contrarian Portfolio (the "Fund")
to he held at the offices of UAM Fund Services, Inc. 211 Congress Street,
Boston, MA 02110 on January 26, 2001 at 9:00 a.m., and all adjournments thereof
(the "Meeting"). Shareholders of record at the close of business on December 21,
2000 (the "Record Date"), are entitled to notice of, and to vote at, the
Meeting. This proxy statement and the accompanying notice of meeting and proxy
card are first being mailed to shareholders on or about January 5, 2001.
As used in this proxy statement, the Trust's board of trustees is referred to as
a "Board," and the term "Trustee" includes each trustee of the Trust. A Trustee
that is an interested person of the Trust is referred to in this proxy statement
as an "Interested Trustee." A Trustee may be an interested person of the Trust
because they are affiliated with one of the Trust's investment advisers, United
Asset Management Corporation or the Trust's principal underwriter. Trustees that
are not interested persons of the Trust are referred to in this proxy statement
as "Independent Trustees."
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SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE
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The Board intends to bring before the Meeting the matters set forth in the
foregoing notice. If you wish to participate in the Meeting you may submit
the proxy card included with this proxy statement or attend in person.
Your vote is important no matter how many shares you own. You can vote
easily and quickly by mail, by facsimile or in person. At any time before
the Meeting, you may change your vote even though a proxy has already been
returned by written notice to the Trust, 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 Trust at 1-877-826-5465.
The Fund expects that the solicitation of proxies from shareholders will be
made by mail, but solicitation also may be made by telephone communications
from officers or employees of UAM or its affiliates, who will not receive
any compensation therefore from the Fund. The costs of the solicitation of
proxies and the costs of holding the Meeting will be borne by CAMCO or
United Asset Management -not the Fund. Such costs are estimated to be
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approximately $13,000.
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 approval of each proposal requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund. Under the Investment
Company Act of 1940 (the "1940 Act"), the vote of a "majority of the
outstanding voting securities" means the affirmative vote of the lesser of
(a) 67% or more of the voting securities present at the meeting or
represented by proxy if the holders of more than 50% of the outstanding
voting securities are present or represented by proxy or (b) more than 50%
of the outstanding voting securities.
PROPOSAL 1 - RECLASSIFICATION OF THE FUND'S INVESTMENT OBJECTIVE AS NON-
FUNDAMENTAL
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Reclassification Of Fundamental Investment Objective As Non-fundamental
The 1940 Act does not require an investment company's investment objective
to be classified as "fundamental." A fundamental investment objective may
be changed only by vote of the investment company's shareholders. In order
to provide the Fund's investment adviser with enhanced investment
management flexibility to respond to market, industry or regulatory
changes, the Trustees have approved the reclassification from fundamental
to non-fundamental of the Fund's investment objective. If the
reclassification of the investment objective is approved by shareholders,
shareholders will forego the right to approve future revisions to the
Fund's investment objective, and the Trustees will have authority to change
a non-fundamental investment objective at any time, with proper notice to
shareholders.
The investment objective of the Fund is to seek capital appreciation by
investing in the common stock of large companies. The reclassification from
fundamental to non-fundamental will not alter the Fund's investment
objective. If, at any time in the future, the Trustees approve a change in
the Fund's non-fundamental investment objective, shareholders of the 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 the Fund's investment objective from fundamental
to non-fundamental is not approved by shareholders, it 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 Trustees
The Trustees have reviewed and considered the proposed reclassification of
the Fund's investment objective from fundamental to non-fundamental, and
believe that the Fund will benefit in the current regulatory environment by
allowing the Trustees to revise the Fund's objective without shareholder
approval and oversight. The Trustees believe they can discharge their
responsibilities to shareholders by closely overseeing management's
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<PAGE>
investment activities and ability to respond to market, industry or
regulatory changes as these changes affect the Fund and its investment
objective. At a meeting of the Trustees held on August 4, 2000, the
Trustees voted to approve the reclassification of the investment objective
of the Fund currently classified as fundamental to non-fundamental.
The Trustees Recommend That Shareholders Vote To Approve Proposal 1.
PROPOSAL 2 - CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
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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 Trust 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 Trustees have reviewed the Fund's fundamental policies with
the goal of simplifying, modernizing and making consistent as far as
possible the fundamental policies of the Fund with all of the other
portfolios of the Trust.
The text and a summary description of each proposed change to the Fund's
fundamental restrictions are set forth below. If approved by the Fund's
shareholders at the Meeting, the proposed changes to the Fund's fundamental
restrictions will be adopted by the Fund. The Fund's Statement of
Additional Information will be revised to reflect those changes as soon as
practicable following the Meeting. If the shareholders of the Fund fail to
approve any proposed fundamental policy, the current policy will remain in
effect.
Proposal 2A. Diversification of Investments. Under the current
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diversification policy, the Fund may not, with respect to 75% of its
assets, invest more than 5% of its total assets at the time of purchase in
the securities of any single issuer (other than obligations issued or
guaranteed as to principal and interest by the U.S. government or any of
its agencies or instrumentalities) or purchase more than 10% of any class
of the outstanding voting securities of any issuer. The Board recommends
that the Fund's current fundamental policy on diversification be replaced
with the following fundamental investment restriction:
The Fund may not make any investment inconsistent with the Fund's
classification as a diversified series of an open-end investment
company under the Investment Company Act of 1940 (the "1940 Act").
This restriction does not, however, apply to any Fund classified as a
non-diversified series of an open-end investment company under the
1940 Act.
The proposed diversification policy does not differ in substance from the
current diversification policies, but serves to simplify the current
fundamental policy. The 1940
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Act currently prohibits a diversified investment company from investing
more than 5% of the value of its total assets, determined at market or
other fair value at the time of purchase. The 1940 Act also currently
prohibits a diversified investment company from investing in more than 10%
of the outstanding voting securities of any one issuer, determined at the
time of purchase. These limitations only apply to 75% of the investment
company's assets and do not apply to investments in securities 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, the Fund may not borrow, except from banks and as a temporary
measure for extraordinary or emergency purposes and then, in no event, in
excess of 33 1/3% of the Fund's gross assets valued at the lower of market
or cost. To simplify and modernize the Fund's current fundamental policy
on borrowing and the issuance of senior securities, the Board recommends
that shareholders vote to approve the following fundamental policy:
The Fund may not borrow money, except to the extent permitted by
applicable law, as amended and interpreted or modified from time to
time by any regulatory authority having jurisdiction and the
guidelines set forth in the Fund's prospectus and statement of
additional information as they may be amended from time to time.
The primary purpose of the proposed change is to standardize the Fund's
current restriction and conform it to the current regulatory requirements
and the evolving market environment. Under the 1940 Act, an investment
company may borrow from banks (as defined in the 1940 Act) or enter into
reverse repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed). An investment company may also borrow up
to an additional 5% of its total assets for temporary purposes. The 1940
Act prohibits an investment company from purchasing securities on margin,
participating in a joint trading account or effecting a short sale of any
security in contravention of SEC rules, regulations or orders. The SEC has
issued no rules, regulations or orders. The SEC staff, however, has taken
the position that opening a margin account, which is required to effect the
short sales, is a borrowing by an investment company and not from a bank,
as is required by the 1940 Act. Therefore, it is proposed that the Fund
preserve the right to margin, participate in joint trading accounts and
engage in short sales to the extent permitted by SEC staff interpretations
and subject to any guidelines adopted by the Board.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated with
an investment in the Fund. However,
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<PAGE>
adoption of the proposed policy will allow the Fund to respond to legal,
regulatory and market developments that may make the use of permissible
borrowings and the issuance of senior securities advantageous to the Fund
and its shareholders.
Proposal 2C. Issuing of Senior Securities. Under its current fundamental
------------------------------------------
policy on senior securities, the Fund may not issue senior securities, as
defined in the 1940 Act, except that the restriction shall not be deemed to
prohibit the Fund from making permitted borrowings, mortgages or pledges or
entering into options, futures or repurchase transactions. To simplify and
modernize the Fund's current fundamental policy on the issuance of senior
securities, the Board recommends that shareholders vote to approve the
following fundamental policy:
The Fund may not issue senior securities, except to the extent
permitted by applicable law, as amended and interpreted or modified
from time to time by any regulatory authority having jurisdiction.
The proposed policy will also allow the Fund to issue senior securities to
the full extent permitted under the 1940 Act. Although the definition of a
"senior security" involves complex statutory and regulatory concepts, a
senior security is generally considered to be an obligation of an
investment company that has a claim to the investment company's assets or
earnings that takes precedence over the claims of the investment company's
shareholders. The 1940 Act generally prohibits mutual funds from issuing
any senior securities with limited exceptions; however, under current SEC
staff interpretations, investment companies are permitted to engage in
certain types of transactions that might be considered to involve the
issuance of "senior securities" as long as certain conditions are
satisfied. The Fund currently engages, and would engage, in transactions
that could be considered to involve the issuance of "senior securities"
only in accordance with applicable regulatory requirements under the 1940
Act.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated with
an investment in the Fund. However, adoption of the proposed policy will
allow the Fund to respond to legal, regulatory and market developments that
may make the use of permissible borrowings and the issuance of senior
securities advantageous to the Fund and its shareholders.
Proposal 2D. Underwriting. Under its current fundamental policy on
--------------------------
underwriting, the 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.
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The primary purpose of the Proposal is to eliminate minor differences in
the wording of the Fund's current fundamental policy on underwriting to
achieve uniformity with the fundamental policy of other UAM Funds and to
avoid unintended limitations or interpretations. Adoption of the proposed
policy is not expected to affect materially the operation of the Fund, and
the Board does not anticipate that the proposed fundamental policy will
change the level of investment risk associated with an investment in the
Fund.
Proposal 2E. Industry Concentration. The Fund's current policy on
------------------------------------
industry concentration prohibits the Fund from investing more than 25% of
its assets in 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. The Board recommends that shareholders vote to
replace the Fund's current fundamental policy on industry concentration
with the following fundamental policy:
The Fund may not concentrate its investments in the securities of one
or more issuers conducting their principal business activities in the
same industry (other than securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities).
While the 1940 Act does not define what constitutes "concentration" in an
industry, the staff of the SEC takes the position that investment of more
than 25% of an investment company's assets in an industry constitutes
concentration. If the Fund's fundamental policy prohibits the Fund from
concentrating in an industry, the Fund may not invest more than 25% of its
assets in the applicable industry unless it discloses the specific
conditions under which it will change its concentration policy. The Fund is
permitted to adopt reasonable definitions of what constitutes an industry,
or it may use standard classifications promulgated by the SEC, or some
combination thereof. Because the Fund may create its own reasonable
industry classifications, the Board believes that it is not necessary to
include such matters in the fundamental policy of the Fund. Adoption of the
proposed policy is not expected to affect materially the operation of the
Fund, and the Board does not anticipate that the proposed fundamental
policy will change the level of investment risk associated with an
investment in the Fund.
Proposal 2F. Investment in Real Estate. Under its current fundamental
---------------------------------------
investment policy regarding investments in real estate, the Fund may not
purchase or sell real estate or real estate limited partnerships, although
it may purchase and sell securities of companies which deal in real estate
and may purchase and sell securities which are secured by interests in real
estate. The Board recommends that the current fundamental policy of the
Fund be replaced with the following fundamental investment policy:
The Fund may not purchase or sell real estate, except (1) to the
extent permitted by applicable law, as amended and interpreted or
modified from time to time by any regulatory authority having
jurisdiction, (2) that the Fund may invest in securities of issuers
that deal or invest in real estate, and (3) that the Fund may purchase
securities secured by real estate or interests therein.
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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 the Fund's current
fundamental policy on investments in real estate to achieve greater
uniformity among all of the UAM Funds' fundamental policies with respect to
investments in real estate, and to avoid unintended limitations resulting
from different interpretations of the policy. Adoption of the proposed
policy is not expected to affect materially the operation of the Fund, and
the Board does not anticipate that the proposed fundamental policy will
change the level of investment risk associated with an investment in the
Fund.
Proposal 2G. Commodities. The Fund has a current fundamental investment
-------------------------
policy prohibiting the Fund from investing in physical commodities or
contracts on physical commodities. The Board recommends that the current
fundamental policy of the Fund be replaced with the following fundamental
investment policy:
The Fund may not purchase or sell commodities or contracts on
commodities except that the Fund may engage in financial futures
contracts and related options and currency contracts and related
options and may otherwise do so in accordance with applicable law and
without registering as a commodity pool operator under the Commodity
Exchange Act.
The proposed fundamental policy regarding investments in commodities is not
materially different from the current comparable policy except that the
policy has been reworded and clarified. The primary purpose of the Proposal
is to eliminate minor differences in the wording of the Fund's current
fundamental policy on investments in commodities to achieve greater
uniformity among all of the Funds' fundamental policies with respect to
investments in commodities, and to avoid unintended limitations resulting
from different interpretations of the Fund's policy. Adoption of the
proposed policy is not expected to affect materially the operation of the
Fund, and the Board does not anticipate that the proposed fundamental
policy will change the level of investment risk associated with an
investment in the Fund.
Proposal 2H. Lending. The current fundamental policy on loans for the
---------------------
Fund prohibits the making of loans, except (i) by purchasing debt
securities in accordance with its investment objectives and policies, (ii)
entering into repurchase agreements or (iii) 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 thereunder. The Board recommends
that the shareholders vote to replace the Fund's current fundamental policy
on loans with the following fundamental investment policy:
The Fund may not make loans to other persons, except that the Fund may
lend its portfolio securities in accordance with applicable law, as
amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction and the guidelines set forth
in the Fund's prospectus and statement of additional
-8-
<PAGE>
information as they may be amended from time to time. The acquisition
of investment securities or other investment instruments shall not be
deemed to be the making of a loan.
The proposed policy, unlike the Fund's current policy, does not specify the
particular types of lending in which the Fund is permitted to engage;
instead, the proposed policy permits the Fund to lend only in a manner and
to an extent in accordance with applicable law. Subject to the receipt of
any necessary regulatory approval and Board authorization, the fund may
enter into certain lending arrangements that would benefit the Fund and its
shareholders. The proposed policy would provide the Fund with greater
flexibility and maximize the Fund's lending capabilities, thereby allowing
the Fund to respond more effectively to regulatory, industry and market
developments. Adoption of the proposed policy is not expected to affect
materially the operation of the Fund, and the Board does not anticipate
that the proposed fundamental policy will change the level of investment
risk associated with an investment in the Fund.
Recommendation of Trustees
The Trustees have reviewed the potential benefits associated with the
proposal to standardize the Fund's fundamental restrictions (Proposals 2A
through 2H). The Board had concurred with management and believes that
simplifying the Fund's fundamental restrictions will enhance management's
ability to manage the Fund's assets more efficiently in changing regulatory
and investment environments, and permit management and the Board to review
and monitor investment policies more easily. In addition, the proposed
changes to the fundamental investment restrictions of the Fund will assist
the Fund in making required regulatory filings in a more efficient and
cost-effective manner. The proposed changes in fundamental restrictions
will allow the Fund greater investment flexibility to respond to future
investment opportunities. The Board does not anticipate that the changes,
individually or in the aggregate, will result in a material change in the
level of investment risk associated with an investment in the Fund.
The 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-2H.
PROPOSALS 3, 4 AND 5 - APPROVAL OF INTERIM ADVISORY AGREEMENTS AND A NEW
------------------------------------------------------------------------
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Introduction
Chicago Asset Management Company ("CAMCO"), located at 70 West Madison
Street, 56th Floor, Chicago, Illinois 60002, has served as investment
adviser of the Fund since its inception (December 16, 1994). Prior to the
Old Mutual Transaction (as defined below), CAMCO served as adviser of the
Fund pursuant to an investment advisory
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<PAGE>
contract dated August 26, 1994 (the "Advisory Contract"). The Advisory
Contract was approved at the Fund's inception by the Fund's initial
shareholder. The Advisory Contract was last approved by the Board on August
4, 2000. The Advisory Contract terminated as a result of the acquisition of
United Asset Management Corporation ("UAM") by Old Mutual plc ("Old
Mutual") on September 26, 2000 (the "Old Mutual Transaction"). In
anticipation of the Old Mutual Transaction, the Board on August 4, 2000
approved an interim advisory agreement which would allow CAMCO to continue
to serve as investment adviser to the Fund (the "First Interim Agreement")
after the consummation of the Old Mutual Transaction. This First Interim
advisory agreement terminated on December 31, 2000 as a result of the
purchase by senior officers of CAMCO from Old Mutual (the "CAMCO
Transaction"). In anticipation of the CAMCO Transaction the Board approved
on December 14, 2000 a second interim investment advisory agreement to
allow CAMCO to continue to serve as investment adviser to the Fund (the
"Second Interim Agreement") after consummation of the CAMCO Transaction.
CAMCO currently serves as adviser pursuant to the Second Interim Agreement.
Each of these interim advisory agreements is currently proposed for
shareholder ratification. Until December 31, 2000, CAMCO was a subsidiary
of UAM, a Delaware corporation. UAM's address is One International Place,
Boston, Massachusetts 02110. UAM is also the parent company of the Fund's
administrator, distributor and shareholder servicing agent.
Consummation of the Old Mutual and CAMCO Transactions resulted in a change
of control of CAMCO and constituted an "assignment," as that term is
defined in the 1940 Act, of the Fund's Advisory Contract and First Interim
Agreement, respectively. As required by the 1940 Act, the Fund's Advisory
Contract and First Interim Agreement automatically terminated in the event
of its assignment. In anticipation of the Old Mutual Transaction, the Board
approved continuation of the advisory services under an interim investment
advisory agreement between the Fund and CAMCO subject to further
ratification by shareholders of the Fund. In addition, in anticipation of
the CAMCO Transaction, the Board approved continuation of the advisory
services under the Second Interim Agreement subject to further ratification
by shareholders of the Fund. Compensation earned by CAMCO between the
termination of the Advisory Contract and shareholder ratification of the
interim investment advisory agreements is held in an interest-bearing
escrow account for a period of up to 150 days from the termination of the
Advisory Contract and First Interim Agreement. If shareholders ratify the
proposed interim advisory agreements, the amount held in the escrow
account, plus interest, will be paid to CAMCO. If shareholders do not
ratify the interim investment advisory agreements, CAMCO 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.
The Board has also approved a new advisory agreement between the Fund and
CAMCO If shareholders do not approve the new investment advisory agreement
with CAMCO, the Board of Trustees will take such further action as they
deem to be in the best interests of shareholders of the Fund. Forms of the
interim investment advisory agreements and new investment advisory
agreement are attached to this proxy statement as Exhibits A and B. Except
for the time periods covered by the agreements, the interim and new
investment advisory agreements
-10-
<PAGE>
are identical in all material respects to the Fund's Advisory Contract. In
addition, the Fund's advisory fee rate is unchanged.
Old Mutual Acquisition of UAM
On June 16, 2000, Old Mutual, a public limited company based in the United
Kingdom, OM Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Old Mutual ("OMAC") and UAM entered into an Agreement and
Plan of Merger 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 Old Mutual Transaction was consummated on
September 26, 2000.
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 Transaction Agreement, all options to purchase
shares of UAM ("Shares") granted to employees and directors of UAM vested.
The Old Mutual Transaction Agreement provided that, except as otherwise
agreed by Old Mutual and the option holder, all such options that were
outstanding immediately before the effective time of the Old Mutual
Transaction would be canceled in exchange for a cash payment by UAM equal
to the number of Shares subject to the option times the excess, if any, of
the Offer Price over the exercise price per Share of the option, less
applicable withholding taxes. Mr. Orr, a Trustee of the Trust, held options
(with an exercise price of $18.56 per share) representing 1,000,000 shares
of UAM, which resulted in payments of approximately $6.44 million at the
closing of the Old Mutual Transaction.
The Old Mutual Transaction constituted a "change of control" for purposes
of the change-of-control employment agreements that UAM 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
-11-
<PAGE>
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
co ntribution 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.
Acquisition of CAMCO
In early December, 2000, certain senior members of CAMCO announced that
they had conditionally agreed to acquire CAMCO from Old Mutual. On
December 31, 2000, CAMCO Transaction was consummated. As a result of the
Transaction, CAMCO is owned entirely by certain officers of CAMCO and not
by Old Mutual/UAM. Other than this change of ownership the operations of
CAMCO and day to day management of the Fund remain unchanged.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that a manager or investment adviser
(such as the investment adviser to the Fund) to a registered investment
company, and the affiliates of such adviser (such as UAM), may receive any
amount or benefit in connection with a sale of any interest in such manager
or investment adviser which results in an assignment of an investment
advisory contract if the following two conditions are satisfied: (1) for a
period of three years after such assignment, at least 75% of the board of
directors or trustees of the investment company cannot be "interested
persons" (within the meaning of Section 2(a)(19) of the 1940 Act) of the
new investment adviser or its predecessor, and (2) no "unfair burden" (as
defined in the 1940 Act) may be imposed on the investment company as a
result of the assignment or any express or implied terms, conditions or
understandings applicable thereto.
Consistent with the first condition of Section 15(f), Old Mutual and UAM
and Old Mutual and CAMCO have agreed in the transaction agreements that,
for a period of three years after the closing of the Old Mutual Transaction
and the CAMCO Transaction, they
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<PAGE>
will not take or recommend any action that would cause more than 25% of the
trustees to be interested persons of the entity acting as the Fund's
investment adviser.
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 and Old Mutual and CAMCO have agreed
not to take or recommend any action that would constitute an unfair burden
on the Fund within the meaning of Section 15(f).
Description of the Investment Advisory Agreement
Pursuant to the Fund's proposed interim and new investment advisory
agreements, CAMCO will continue to act as its investment adviser.
The Fund's Advisory Contract and proposed investment advisory agreements
require CAMCO 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.
CAMCO is also required to render regular reports to the Fund's officers and
Board concerning CAMCO's discharge of its responsibilities.
The Advisory Contract and proposed investment advisory agreements also
authorize CAMCO to select the brokers or dealers that will execute the
purchases and sales of securities of the Fund and direct CAMCO 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 CAMCO determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or
dealer, viewed in terms of
-13-
<PAGE>
either that particular transaction or CAMCO's overall responsibilities with
respect to the Fund.
The Advisory Contract and the proposed investment advisory agreements of
the Fund obligate CAMCO to discharge its responsibilities subject to the
control of the officers and the Board, and in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. Under the terms of the Advisory Contract
and the proposed investment advisory agreements, CAMCO has agreed to render
its services and to provide, at its own expense, the office space,
furnishings, equipment and personnel required by it to perform the services
on the terms and for the compensation provided herein.
The Fund's Advisory Contract and proposed investment advisory agreements,
except as stated below, provide that CAMCO shall have no liabilities in
connection with rendering services thereunder, other than liabilities
resulting from CAMCO's willful misfeasance, bad faith, gross negligence,
reckless disregard of its duties or breach of fiduciary duty with respect
to compensation of services.
Information on Investment Advisory Fees and Annual Expense Limitation
The Fund currently pays CAMCO an annual advisory fee at the rate of 0.625%
of the Fund's average daily net assets. In addition, the adviser has
voluntarily agreed to limit the total expenses of the Fund to 1.25% of the
Fund's average daily net assets. To maintain this expense limit, the
adviser may waive a portion of its management fee and/or reimburse certain
expenses of the Fund. The adviser intends to continue its expense
limitation until further notice, but may discontinue it at any time.
During the last fiscal year, the Fund paid CAMCO $226,918, excluding fee
waivers. After giving effect to the adviser's fee waiver, the Fund paid
$172,108 in advisory fees during its most recent fiscal year.
The name, address and principal occupation of the principal executive officer
and each director of CAMCO:
Principal Executive Officer
Jon F. Holsteen, Chairman
Directors
Jon F. Holsteen, Chairman
William W. Zimmer, President
Donna L. Minnich, Secretary and Treasurer
The address for each of the persons listed above is c/o Chicago Asset Management
Company, 70 West Madison Street, 56th Floor, Chicago, IL 60602.
-14-
<PAGE>
Recommendation of Trustees
On August 4, 2000, representatives of UAM advised the independent trustees
that UAM had entered into the Old Mutual Agreement. At that time,
representatives of UAM described the general terms of the proposed Old
Mutual Transaction and the perceived benefits for the UAM organization and
for its investment advisory clients. The independent trustees discussed
the Old Mutual Transaction with representatives of UAM. They were assisted
in their review of this information by their independent legal counsel. On
December 14, 2000, representatives of UAM advised the independent trustees
that certain officers of CAMCO would be purchasing CAMCO from Old Mutual
before January 1, 2001. In addition, the general terms of the CAMCO
Transaction and the perceived benefits for Fund shareholders were discussed
with the Board. The independent trustees discussed the CAMCO Transaction
with representatives of UAM and CAMCO. 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
trustees, voted to approve the First Interim Agreement and new investment
advisory agreement with CAMCO and to recommend its approval to
shareholders. On December 14, 2000, the Board, including a majority of the
independent trustees, voted to approve the Second Interim Agreement and a
new investment advisory agreement with CAMCO and to recommend its approval
to shareholders.
The Trustees Unanimously Recommend That Shareholders Of The Fund Vote To
Approve Proposals 3, 4 and 5.
ADDITIONAL INFORMATION
-------------------------------------------------------------------------------
UAM Fund Services, Inc. serves as the Fund's administrator, UAM Fund
Distributors, Inc. serves as the Fund's principal underwriter and UAM
Shareholder Services Center, Inc. serves as the Fund's sub-shareholder
servicing agent. UAM Fund Services, Inc., UAM Shareholder Services Center,
Inc. and UAM Fund Distributors, Inc. are affiliates of UAM. UAM Fund
Services, Inc. and UAM Fund Distributors, Inc, are located at 211 Congress
Street, 4/th/ Floor, Boston, Massachusetts 02110 and UAM Shareholder
Services, Inc. is located at 825 Duportail Road, Wayne, Pennsylvania 19087.
. During its last fiscal year, the Fund paid to UAM Funds Services, Inc.
$118,870 for services rendered as administrator;
. During its last fiscal year, the Fund paid to UAM Shareholder Services
Center, Inc. $6,928 for services rendered as sub-shareholder
servicing agent;
. As of December 21, 2000 the Fund's net assets were $63,373,298.18.
The Fund does not pay UAM Fund Distributors, Inc. for its services as
principal underwriter to the Fund.
-15-
<PAGE>
Payment of Expenses
CAMCO or UAM 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 the Fund's outstanding Shares as of
December 21, 2000. On that date, the existing nominees and officers of the
Funds, together as a group, "beneficially owned" less than one percent of
the Fund's outstanding Shares.
Percentage of Shares
Name and Address of Shareholder Owned
---------------------------------------------------------------------
UMB Bank NA CUST 44.50%*
FBO IBC Retirement Income Plan
928 Grand Blvd.
Kansas City, MO 64106-2008
---------------------------------------------------------------------
UMBSC & Co 13.35%*
FBO Interstate Brands
Moderate Growth
PO Box 419175
Kansas City, MO 64141-6175
---------------------------------------------------------------------
UMBSC & Co 12.26%*
FBO Interstate Brands
Conservative Growth
PO Box 419175
Kansas City, MO 64141-6175
---------------------------------------------------------------------
UMBSC & Co 10.63%*
FBO Interstate Brands
Aggressive Growth
PO Box 419175
Kansas City, MO 64141-6175
---------------------------------------------------------------------
*Denotes shares held by a trustee or fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
As of December 21, 2000 the Fund had 4,952,053 shares outstanding.
The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial ownership
is based on statements furnished to the Fund by the existing trustees of the
Trust, and/or on the records of the Trust's transfer agent.
Annual and Semi-Annual Reports to Shareholders
For a free copy of the Fund's most recent annual report (and most recent semi-
annual report succeeding the annual report, if any) shareholders of the Fund may
call 1-877-826-5465 or write to the Trust at PO Box 219081, Kansas City, MO
64121.
-16-
<PAGE>
Other Business
The Board does not intend to present any other business at the Meeting. If any
other matter may properly come before the meeting, or any adjournment thereof,
the persons named in the accompanying proxy card(s) intend to vote, act, or
consent thereunder in accordance with their best judgment at that time with
respect to such matters. No annual or other special meeting is currently
scheduled for the Fund. Mere submission of a shareholder proposal does not
guarantee the inclusion of the proposal in the proxy statement or presentation
of the proposal at the meeting since inclusion and presentation are subject to
compliance with certain federal regulations.
The Trustees, Including the Independent Trustees, Recommend Approval of each
Proposal. Any Unmarked Proxies without Instructions to the Contrary will be
Voted in Favor of Approval of the Proposals.
-17-
<PAGE>
UAM Funds
825 Duportail Road
Wayne, Pennsylvania 19087
UAM FUNDS TRUST
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 26, 2001
The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, as attorneys and proxies for the undersigned with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned, all shares of the Chicago Asset Management Value/Contrarian
Portfolio (the "Fund"), which the undersigned is entitled to vote at a Meeting
of Shareholders of the Fund to be held at UAM Fund Services, Inc., 211 Congress
Street, Boston, MA 02110 on January 26, 2001, at 9:00 a.m. Eastern time and
any adjournment thereof (the "Meeting"). The undersigned hereby acknowledges
receipt of the Notice of Meeting and Proxy Statement, and hereby instructs said
attorneys and proxies to vote said shares as indicated hereon. Unless indicated
to the contrary, this proxy shall be voted "For" all proposals relating to the
Fund. The proxies are hereby authorized to vote in their discretion on any
matter that may properly come before the meeting or any adjournment thereof.
The undersigned hereby revokes any proxy previously given.
-To vote by mail, sign below exactly as your name appears above and return the
proxy card in the envelope provided
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. In the absence of any specification, this
proxy will be voted IN FAVOR of the proposals. Please mark your vote below in
blue or black ink. Do not use red ink.
<PAGE>
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
__________________________________
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Vote On Proposals For Against Abstain
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[_] [_] [_]
1. To approve the proposed change of the investment
objective of the Fund from fundamental to non-fundamental
(see page 3 of the proxy statement)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
2. To approve the proposed changes to the Fund's fundamental
investment restrictions (see pages 4 to 9 of the proxy
statement)
------------------------------------------------------------------------------------------------------------
2A Diversification of investments [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2B Borrowing [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2C Issuing of senior securities [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2D Underwriting [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2E Industry concentration [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2F Investment in real estate [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2G Commodities [_] [_] [_]
------------------------------------------------------------------------------------------------------------
2H Lending [_] [_] [_]
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
3. To ratify an interim advisory agreement implemented as a [_] [_] [_]
result of the Old Mutual Transaction (see pages 9 to 15 of
the proxy statement)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
4. To ratify an interim advisory agreement implemented as a [_] [_] [_]
result of the CAMCO Transaction (see pages 9 to 15 of the
proxy statement)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
5. To approve an Investment Advisory Agreement between the [_] [_] [_]
Fund and its investment adviser (see pages 9 to 15 of the
proxy statement)
------------------------------------------------------------------------------------------------------------
</TABLE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Note: Please sign exactly as your name appears in this proxy. If joint owners,
both should sign this proxy. An authorized individual should sign corporate or
partnership proxies in full corporate or partnership name. When signing as
attorney, executor, administrator, trustee, guardian, or corporate officer,
please give your full title.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-2-
