UAM FUNDS, INC.
DSI SMALL CAP VALUE PORTFOLIO
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
January 10, 2000
Dear Shareholder:
I am writing to all shareholders of the DSI Small Cap Value Portfolio (the
"Fund") to inform you of a meeting of shareholders to be held on January 31,
2001. Before that meeting, I would like your vote on the important issues
affecting the Fund as described in the attached proxy statement. This is a very
important meeting that has been called to consider three proposals requiring
your vote as a shareholder.
The proxy statement includes proposals relating to the adoption of standardized
fundamental investment restrictions for the Fund, the ratification of an interim
investment advisory agreement for the Fund and the approval of an investment
advisory agreement for the Fund. More specific information about all the
proposals is contained in the proxy statement, which you should consider
carefully.
THE BOARD OF DIRECTORS OF THE FUND HAS UNANIMOUSLY APPROVED THE PROPOSALS AND
RECOMMENDS THAT YOU VOTE FOR ALL OF THE PROPOSALS DESCRIBED WITHIN THIS
DOCUMENT.
I realize that this proxy statement will take time to review, but your vote is
very important. Please familiarize yourself with the proposals presented and
vote by signing and returning your proxy card in the enclosed postage-paid
envelope today.
If we do not receive your completed proxy card after several weeks, you may be
contacted by a representative of the UAM Funds who will remind you to vote your
shares.
We thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/James F. Orr, III
James F. Orr, III
Chairman
IMPORTANT NEWS FOR SHAREHOLDERS OF UAM FUNDS
While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of some matters affecting the DSI Small Cap Value
Portfolio (the "Fund") that requires a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. United Asset Management Corporation ("UAM"), the parent company of Dewey
Square Investors Corporation ("DSI"), the Fund's adviser, entered into an
agreement with Old Mutual plc ("Old Mutual") and OM Acquisition Corp.
("OMAC"), a wholly owned subsidiary of Old Mutual, pursuant to which Old
Mutual made a tender offer for the outstanding shares of UAM, and OMAC
merged with UAM (the "Old Mutual Transaction"). The Old Mutual Transaction
was consummated on September 26, 2000. Old Mutual is a United Kingdom-
based financial services group with a substantial life assurance business
in South Africa and an integrated, international portfolio of activities in
asset management, banking and general insurance. In addition, DSI has
entered into an agreement with Dwight Asset Management Company, Inc.
("Dwight"), also a subsidiary of UAM, whereby DSI will be merged into
Dwight. DSI has also entered into an Asset Purchase Agreement with UAM and
Independence Investment Associates, Inc. ("Independence") whereby
Independence will purchase DSI's small cap investment advisory businesses,
including DSI's advisory relationship with the Fund (the "Independence
Transaction" and together with the Old Mutual Transaction, the
"Transactions"). As part of that agreement and in order to facilitate a
smooth transition of investment management from DSI to Independence, lead
portfolio manager of the Fund, Mr. Glovsky, on December , 2000 became a
joint employee of DSI and Independence. Until the closing of the
Independence Transaction, Mr. Charles Glovsky will continue to manage the
Fund as an employee of DSI, but upon closing of the Independence
Transaction, his employment with DSI will terminate. As an employee of
Independence, Mr. Glovsky will serve as the head of Independence's small
cap group, where he will continue to manage the Fund. THE DIRECTORS OF THE
FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH UAM OR ITS AFFILIATES,
OLD MUTUAL OR ITS AFFILIATES, INDEPENDENCE OR ITS AFFILIATES OR THE UAM
FUNDS, UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. You are receiving these proxy materials - a booklet that includes the Proxy
Statement and a proxy card - because you have the right to vote on the
important proposals concerning your investment in the Fund, a portfolio of
UAM Funds, Inc. ("UAM Funds").
Q. WHY AM I BEING ASKED TO VOTE ON INTERIM AND PROPOSED NEW ADVISORY
AGREEMENTS IN PROPOSAL NOS. 3 AND 4?
A. The Investment Company Act of 1940, which regulates investment companies
such as the Fund, requires a vote whenever there is a change in control or
management of an investment company's adviser. Upon a change of control or
management, the advisory agreement between the investment adviser and the
investment company terminates. The Old Mutual Transaction resulted in a
change of control of UAM and the Fund is currently being managed pursuant
to an interim advisory agreement that was effective with the Old Mutual
Transaction. Compensation earned by
DSI between the termination of the advisory contract and shareholder
ratification of the interim advisory agreement is held in an
interest-bearing escrow account for a period of up to 150 days from the
termination of the advisory agreement. In order for DSI to receive all of
its advisory fees under the interim advisory agreement, shareholders must
ratify the interim advisory agreement. The Independence Transaction will
also result in a change of control and a change of management which
requires shareholder approval of a new advisory agreement. Except for the
time period covered by the agreements, the new advisory agreements are
identical in all material respects to the existing advisory agreements and
the Fund's advisory fee rate will remain unchanged.
Q. WHAT HAPPENS IF THE INTERIM ADVISORY AGREEMENT IS NOT RATIFIED OR THE NEW
ADVISORY AGREEMENT IS NOT APPROVED?
A. If the shareholders of the Fund do not ratify the interim advisory
agreement, DSI will be paid the lesser of the costs incurred in performing
its services under the interim advisory agreement or the total amount in
the escrow account, plus the interest earned. If the shareholders of the
Fund do not approve the new advisory agreement with Independence, the Board
of Directors will take such further action as they deem in the best
interests of the shareholders of the Fund.
Q. WHAT ELSE AM I BEING ASKED TO VOTE ON?
A. In addition to voting on interim and proposed new advisory agreements,
shareholders of the Fund are being asked to consider the following item:
. to adopt standardized fundamental investment restrictions by revising
the Fund's current fundamental investment restrictions.
Q. HOW WILL THE OLD MUTUAL AND INDEPENDENCE TRANSACTIONS AFFECT ME?
A. UAM has assured the Board that there will be no reduction in the nature or
quality of its services to the Fund as a result of the Transactions. In
addition, the Independence Transaction will provide the Fund's lead manager
with additional resources for research and analysis.
Q. HOW DOES THE FUND'S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of UAM Funds, including those
Directors who are not affiliated with the UAM Funds, UAM or its affiliated
companies, Old Mutual or its affiliated companies, or Independence or its
affiliated companies, recommend that you vote FOR all of the proposals on
the enclosed proxy card.
Q. WHOM DO I CALL FOR MORE INFORMATION OR TO PLACE MY VOTE?
A. You may provide the UAM Funds with your vote via mail. If you need more
information on how to vote, or if you have any questions, please call your
fund's information agent at 1-877-826-5465.
YOUR VOTE IS IMPORTANT AND WILL HELP AVOID THE ADDITIONAL EXPENSE
OF ANOTHER SOLICITATION.
THANK YOU FOR PROMPTLY RECORDING YOUR VOTE.
UAM Funds, Inc.
DSI SMALL CAP VALUE PORTFOLIO
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2001
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of shareholders of the DSI
Small Cap Value Portfolio, a series of UAM Funds, Inc., will be held on January
31, 2001 at the 9:00 a.m. Eastern Time at the offices of UAM Fund Services,
Inc., 211 Congress Street, Boston, MA 02110 for the following purposes:
1. To approve the adoption of standardized fundamental investment restrictions
by revising the current fundamental investment restrictions of the Fund.
2. To ratify an interim investment advisory agreement for the Fund.
3. To approve a new investment advisory agreement for the Fund.
4. To transact any other business that may properly come before the Meeting or
any adjournments thereof.
Shareholders of record at the close of business on December 21, 2000, are
entitled to notice of, and to vote at the Meeting or any adjournments thereof.
You are invited to attend the Meeting, but if you cannot do so, please complete
and sign the enclosed proxy and return it in the accompanying envelope as
promptly as possible. Your vote is important no matter how many shares you own.
You can vote easily and quickly by mail, by facsimile or in person. You may
change your vote even though a proxy has already been returned by written notice
to the UAM Funds, by submitting a subsequent proxy using the mail or by voting
in person at the meeting.
By Order of the Board of Directors of UAM Funds, Inc.
/s/Linda T. Gibson
Linda T. Gibson
Secretary
Boston, Massachusetts
January 10, 2000
UAM Funds, Inc.
DSI SMALL CAP VALUE PORTFOLIO
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
DSI SMALL CAP VALUE PORTFOLIO
TO BE HELD ON JANUARY 31, 2001
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
BOARD OF DIRECTORS OF UAM FUNDS, INC. (the "Company" or "UAM Funds") for the
meeting of shareholders of DSI Small Cap Value Portfolio (the "Fund") to he held
at the offices of UAM Fund Services, Inc., 211 Congress Street, Boston, MA 02110
on January 31, 2001 at 9:00 a.m., and all adjournments thereof (the "Meeting").
Shareholders of record at the close of business on December 21, 2000 (the
"Record Date"), are entitled to notice of, and to vote at, the Meeting. This
proxy statement and the accompanying notice of meeting and proxy card are first
being mailed to shareholders on or about January 10, 2001.
As used in this proxy statement, the Company's board of directors is referred to
as a "Board," and the term "Director" includes each director of the Company. A
Director that is an interested person of the Company is referred to in this
proxy statement as an "Interested Director." A Director may be an interested
person of the Company because they are affiliated with one of the Company's
investment advisers, United Asset Management Corporation or the Company's
principal underwriter. Directors that are not interested persons of the Company
are referred to in this proxy statement as "Independent Directors."
-1-
SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE
The Board intends to bring before the Meeting the matters set forth in the
foregoing notice. If you wish to participate in the Meeting you may submit
the proxy card included with this proxy statement or attend in person.
Your vote is important no matter how many shares you own. You can vote
easily and quickly by mail, by facsimile or in person. At any time before
the Meeting, you may change your vote even though a proxy has already been
returned by written notice to the UAM Funds, by mail, submitting a
subsequent proxy, or by voting in person at the meeting. Should
shareholders require additional information regarding the proxy or
replacement proxy cards, they may contact the UAM Funds at 1-877-826-5465.
The Fund expects that the solicitation of proxies from shareholders will be
made by mail, but solicitation also may be made by telephone communications
from officers or employees of UAM or its affiliates, who will not receive
any compensation therefore from the Fund. The costs of the solicitation of
proxies and the costs of holding the Meeting will be borne by United Asset
Management Corporation and/or Old Mutual plc-not the Fund. Such costs are
estimated to be approximately $16,000.
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 the effect of a vote against proposals
one, two and three. Shareholders should note that while votes to ABSTAIN
will count toward establishing a quorum, passage of any Proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the Proposal. Accordingly, votes to ABSTAIN broker non-votes,
withheld votes and votes AGAINST will have the same effect in determining
whether the Proposal is approved. Unmarked voting instructions will be
voted in favor of the proposals.
If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting but sufficient votes to approve one or more of the proposed items
are not received, or if other matters arise requiring shareholder
attention, the persons named as proxy agents may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting or represented by proxy. A shareholder vote
may be taken on one or more of the items in this Proxy Statement prior to
such adjournment if sufficient votes have been received and it is otherwise
appropriate. The persons named as proxies will vote those proxies that
they are entitled to vote FOR any such proposal in favor of such an
adjournment, and will vote those proxies required to be voted AGAINST any
such proposal, against any such adjournment.
REQUIRED VOTE
The following table summarizes the proposals contained in this proxy
statement. The approval of each proposal requires the affirmative vote of
a "majority of the outstanding voting securities" of the Fund. Under the
Investment Company Act of 1940 (the "1940 Act"), the vote of a "majority of
the outstanding voting securities" means the affirmative vote of the lesser
of (a) 67% or more of the voting securities present at the meeting or
represented by proxy if the holders of more than 50% of the outstanding
voting securities are present or represented by proxy or (b) more than 50%
of the outstanding voting securities.
-2-
Proposal
Number Proposal Description
-------- --------------------
1. To adopt standardized fundamental investment restrictions for the Fund
by revising the Fund's current fundamental investment restrictions.
2. To ratify an interim investment advisory agreement.
3. To approve a new investment advisory agreement.
PROPOSAL 1 - CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
ADOPTION OF STANDARDIZED INVESTMENT RESTRICTIONS (PROPOSALS 1A-1H)
The 1940 Act requires an investment company to have adopted certain
specified investment policies ("Restrictions"), which can be changed only
by a shareholder vote. Those policies are often referred to as
"fundamental" policies. In the past, fundamental policies were adopted by
the UAM Funds to reflect regulatory, business or industry conditions that
were in effect at the time the particular action was taken. However, over
time many fundamental policies with respect to particular matters differ
from one UAM Fund to the next. Because of the opportunity afforded by this
Meeting, the Directors have reviewed the Fund's fundamental policies with
the goal of simplifying, modernizing and making consistent as far as
possible the fundamental policies of the Fund with all of the other
portfolios of UAM Funds.
The text and a summary description of each proposed change to the Fund's
fundamental restrictions are set forth below. If approved by the Fund's
shareholders at the Meeting, the proposed changes to the Fund's fundamental
restrictions will be adopted by the Fund. The Fund's Statement of
Additional Information will be revised to reflect those changes as soon as
practicable following the Meeting. If the shareholders of the Fund fail to
approve any proposed fundamental policy, the current policy will remain in
effect.
PROPOSAL 1A. DIVERSIFICATION OF INVESTMENTS. Under the current
diversification policy, the Fund may not, with respect to 75% of its
assets, invest more than 5% of its total assets at the time of purchase in
securities of any single issuer (other than obligations issued or
guaranteed as to principal and interest by the U.S. government or any of
its agencies or instrumentalities) or purchase more than 10% of any class
of the outstanding voting securities of any issuer. The Board recommends
that the Fund's current fundamental policy on diversification be replaced
with the following fundamental investment restriction:
The Fund may not make any investment inconsistent with the Fund's
classification as a diversified series of an open-end investment
company under the Investment Company Act of 1940 (the "1940 Act").
This restriction does not, however, apply to any Fund classified as a
non-diversified series of an open-end investment company under the
1940 Act.
The proposed diversification policy does not differ in substance from the
current diversification policies, but serves to simplify the current
fundamental policy. The 1940 Act currently prohibits a diversified
investment company from investing more than 5% of the value of its total
assets, determined at market or other fair value at the time of purchase.
The 1940 Act also currently prohibits a diversified investment company from
investing in more than 10% of the outstanding voting securities of any one
issuer, determined at the time of purchase. These limitations only apply
to 75% of the investment company's assets and do not apply to investments
in securities
-3-
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The 1940 Act does not impose any investment limitations
on a non-diversified investment company. However, a non- diversified
investment company must comply with the diversification requirements of the
Internal Revenue Code. Currently the Internal Revenue Code permits an
investment company to invest 50% of its total assets in two issuers (i.e.,
25% each) and, with respect to 50% of its total assets, requires the
investment company to be diversified under the 5% of assets and 10% of
voting securities tests described above.
PROPOSAL 1B. BORROWING. Under its current fundamental policy on
borrowing, the Fund may not borrow, except from banks and as a temporary
measure for extraordinary or emergency purposes and then, in no event, in
excess of 33 1/3% of the Fund's gross assets valued at the lower of market
or cost. To simplify and modernize the Fund's current fundamental policy
on borrowing and the issuance of senior securities, the Board recommends
that shareholders vote to approve the following fundamental policy:
The Fund may not borrow money, except to the extent permitted by
applicable law, as amended and interpreted or modified from time to
time by any regulatory authority having jurisdiction and the
guidelines set forth in the Fund's prospectus and statement of
additional information as they may be amended from time to time.
The primary purpose of the proposed change is to standardize the Fund's
current restriction and conform it to the current regulatory requirements
and the evolving market environment. Under the 1940 Act, an investment
company may borrow from banks (as defined in the 1940 Act) or enter into
reverse repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed). An investment company may also borrow up
to an additional 5% of its total assets for temporary purposes. The 1940
Act prohibits an investment company from purchasing securities on margin,
participating in a joint trading account or effecting a short sale of any
security in contravention of SEC rules, regulations or orders. The SEC has
issued no rules, regulations or orders. The SEC staff, however, has taken
the position that opening a margin account, which is required to effect the
short sales, is a borrowing by an investment company and not from a bank,
as is required by the 1940 Act. Therefore, it is proposed that the Fund
preserve the right to margin, participate in joint trading accounts and
engage in short sales to the extent permitted by SEC staff interpretations
and subject to any guidelines adopted by the Board.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated with
an investment in the Fund. However, adoption of the proposed policy will
allow the Fund to respond to legal, regulatory and market developments that
may make the use of permissible borrowings and the issuance of senior
securities advantageous to the Fund and its shareholders.
PROPOSAL 1C. ISSUING OF SENIOR SECURITIES. Under its current fundamental
policy on senior securities, the Fund may not issue senior securities, as
defined in the 1940 Act except that the restriction shall not be deemed to
prohibit the Fund from making permitted borrowings, mortgages or pledges or
entering repurchase transactions. To simplify and modernize the Fund's
current fundamental policy on the issuance of senior securities, the Board
recommends that shareholders vote to approve the following fundamental
policy:
The Fund may not issue senior securities, except to the extent
permitted by applicable law, as amended and interpreted or modified
from time to time by any regulatory authority having jurisdiction.
-4-
The proposed policy will also allow the Fund to issue senior securities to
the full extent permitted under the 1940 Act. Although the definition of a
"senior security" involves complex statutory and regulatory concepts, a
senior security is generally considered to be an obligation of an
investment company that has a claim to the investment company's assets or
earnings that takes precedence over the claims of the investment company's
shareholders. The 1940 Act generally prohibits mutual funds from issuing
any senior securities with limited exceptions; however, under current SEC
staff interpretations, investment companies are permitted to engage in
certain types of transactions that might be considered to involve the
issuance of "senior securities" as long as certain conditions are
satisfied. The Fund currently engages, and would engage, in transactions
that could be considered to involve the issuance of "senior securities"
only in accordance with applicable regulatory requirements under the 1940
Act.
Adoption of the proposed policy is not expected to affect materially the
operation of the Fund, and the Board does not anticipate that the proposed
fundamental policy will change the level of investment risk associated with
an investment in the Fund. However, adoption of the proposed policy will
allow the Fund to respond to legal, regulatory and market developments that
may make the use of permissible borrowings and the issuance of senior
securities advantageous to the Fund and its shareholders.
PROPOSAL 1D. UNDERWRITING. Under its current fundamental policy on
underwriting, the Fund may not underwrite the securities of other issuers.
The Board recommends that shareholders vote to replace the current
fundamental policy on concentration with the following fundamental policy:
The Fund may not underwrite securities of other issuers, except
insofar as the Fund may technically be deemed to be an underwriter
under the Securities Act of 1933 in connection with the purchase or
sale of its portfolio securities.
The primary purpose of the Proposal is to eliminate minor differences in
the wording of the Fund's current fundamental policy on underwriting to
achieve uniformity with the fundamental policy of other UAM Funds and to
avoid unintended limitations or interpretations. Adoption of the proposed
policy is not expected to affect materially the operation of the Fund, and
the Board does not anticipate that the proposed fundamental policy will
change the level of investment risk associated with an investment in the
Fund.
PROPOSAL 1E. INDUSTRY CONCENTRATION. The Fund's current policy on
industry concentration prohibits the Fund from investing more than 25% of
its assets in securities of companies within a single industry. The
current policy does not apply to investments in instruments issued or
guaranteed by the U.S. Government and its agencies when the Fund adopts a
temporary defensive position. The Board recommends that shareholders vote
to replace the Fund's current fundamental policy on industry concentration
with the following fundamental policy:
The Fund may not concentrate its investments in the securities of one
or more issuers conducting their principal business activities in the
same industry (other than securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities).
While the 1940 Act does not define what constitutes "concentration" in an
industry, the staff of the SEC takes the position that investment of more
than 25% of an investment company's assets in an industry constitutes
concentration. If the Fund's fundamental policy prohibits the Fund from
concentrating in an industry, the Fund may not invest more than 25% of its
assets in the
-5-
applicable industry unless it discloses the specific conditions under which
it will change its concentration policy. The Fund is permitted to adopt
reasonable definitions of what constitutes an industry, or it may use
standard classifications promulgated by the SEC, or some combination
thereof. Because the Fund may create its own reasonable industry
classifications, the Board believes that it is not necessary to include
such matters in the fundamental policy of the Fund. Adoption of the
proposed policy is not expected to affect materially the operation of the
Fund, and the Board does not anticipate that the proposed fundamental
policy will change the level of investment risk associated with an
investment in the Fund.
PROPOSAL 1F. INVESTMENT IN REAL ESTATE. Under its current fundamental
investment policy regarding investments in real estate, the Fund may not
purchase or sell real estate limited partnerships, although it may purchase
and sell securities of companies which deal in real estate and may purchase
and sell securities which are secured by interests in real estate. The
Board recommends that the current fundamental policy of the Fund be
replaced with the following fundamental investment policy:
The Fund may not purchase or sell real estate, except (1) to the
extent permitted by applicable law, as amended and interpreted or
modified from time to time by any regulatory authority having
jurisdiction, (2) that the Fund may invest in securities of issuers
that deal or invest in real estate, and (3) that the Fund may
purchase securities secured by real estate or interests therein.
The proposed fundamental policy regarding investments in real estate is not
materially different from the current comparable policy except that the
policy has been reworded and clarified. The primary purpose of the
Proposal is to eliminate minor differences in the wording of the Fund's
current fundamental policy on investments in real estate to achieve greater
uniformity among all of the UAM Funds' fundamental policies with respect to
investments in real estate, and to avoid unintended limitations resulting
from different interpretations of the policy. Adoption of the proposed
policy is not expected to affect materially the operation of the Fund, and
the Board does not anticipate that the proposed fundamental policy will
change the level of investment risk associated with an investment in the
Fund.
PROPOSAL 1G. COMMODITIES. The Fund has a current fundamental investment
policy prohibiting the Fund from investing in physical commodities or
contracts on physical commodities. The Board recommends that the current
fundamental policy of the Fund be replaced with the following fundamental
investment policy:
The Fund may not purchase or sell commodities or contracts on
commodities except that the Fund may engage in financial futures
contracts and related options and currency contracts and related
options and may otherwise do so in accordance with applicable law and
without registering as a commodity pool operator under the Commodity
Exchange Act.
The proposed fundamental policy regarding investments in commodities is not
materially different from the current comparable policy except that the
policy has been reworded and clarified. The primary purpose of the
Proposal is to eliminate minor differences in the wording of the Fund's
current fundamental policy on investments in commodities to achieve greater
uniformity among all of the Funds' fundamental policies with respect to
investments in commodities, and to avoid unintended limitations resulting
from different interpretations of the Fund's policy. Adoption of the
proposed policy is not expected to affect materially the operation 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.
-6-
PROPOSAL 1H. LENDING. The current fundamental policy on loans for the
Fund prohibits the making of loans, except (1) by purchasing bonds,
debentures or similar obligations which are publicly distributed,
(including repurchase agreements provided, that repurchase agreements
maturing in more than seven days, together with securities which are not
readily marketable, will not exceed 15% of the Fund's net assets), and (2)
by lending its portfolio securities to banks, brokers, dealers and other
financial institutions so long as such loans are not inconsistent with the
1940 Act or the rules and regulations or interpretations of the SEC. The
Board recommends that the shareholders vote to replace the Fund's current
fundamental policy on loans with the following fundamental investment
policy:
The Fund may not make loans to other persons, except that the Fund
may lend its portfolio securities in accordance with applicable law,
as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction and the guidelines set forth
in the Fund's prospectus and statement of additional information as
they may be amended from time to time. The acquisition of investment
securities or other investment instruments shall not be deemed to be
the making of a loan.
The proposed policy, unlike the Fund's current policy, does not specify the
particular types of lending in which the Fund is permitted to engage;
instead, the proposed policy permits the Fund to lend only in a manner and
to an extent in accordance with applicable law. Subject to the receipt of
any necessary regulatory approval and Board authorization, the fund may
enter into certain lending arrangements that would benefit the Fund and its
shareholders. The proposed policy would provide the Fund with greater
flexibility and maximize the Fund's lending capabilities, thereby allowing
the Fund to respond more effectively to regulatory, industry and market
developments. Adoption of the proposed policy is not expected to affect
materially the operation of the Fund, and the Board does not anticipate
that the proposed fundamental policy will change the level of investment
risk associated with an investment in the Fund.
RECOMMENDATION OF DIRECTORS
The Directors have reviewed the potential benefits associated with the
proposal to standardize the Fund's fundamental Restrictions (Proposals 1A
through 1H). The Board had concurred with management and believes that
simplifying the Fund's fundamental restrictions will enhance management's
ability to manage the Fund's assets more efficiently in changing regulatory
and investment environments, and permit management and the Board to review
and monitor investment policies more easily. In addition, the proposed
changes to the fundamental investment restrictions of the Fund will assist
the Fund in making required regulatory filings in a more efficient and
cost-effective manner. The proposed changes in fundamental restrictions
will allow the Fund greater investment flexibility to respond to future
investment opportunities. The Board does not anticipate that the changes,
individually or in the aggregate, will result in a material change in the
level of investment risk associated with an investment in the Fund.
The Directors voted to approve each of these Proposals at a meeting held
for that purpose on August 4, 2000.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE TO
APPROVE PROPOSALS 1A-1H.
-7-
PROPOSAL 2 AND PROPOSAL 3: RATIFICATION OF INTERIM INVESTMENT ADVISORY
AGREEMENT AND NEW INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
Dewey Square Investors Corporation ("DSI"), located at One Financial
Center, 24th Floor, Boston, Massachusetts 02111, has served as investment
adviser of the Fund since its inception. DSI served as adviser of the Fund
pursuant to an investment advisory contract dated August 24, 1998 (the
"Advisory Contract"). The investment advisory agreement was approved at the
Fund's inception (December 15, 1998) by the Fund's initial shareholder. The
investment advisory agreement was last approved by the Board on September
13, 2000. The Advisory Contract terminated as a result of the acquisition
of United Asset Management Corporation ("UAM") by Old Mutual plc ("Old
Mutual") on September 26, 2000 (the "Old Mutual Transaction"). DSI
currently serves as adviser pursuant to the interim advisory agreement
which is currently proposed for shareholder ratification. DSI is a
subsidiary of UAM, a Delaware corporation. UAM's address is One
International Place, Boston, Massachusetts 02110. UAM is also the parent
company of the Fund's administrator, distributor and shareholder servicing
agent.
As a result of the Old Mutual Transaction and an anticipated merger of DSI
into Dwight Asset Management Company ("Dwight"), also a subsidiary of UAM,
DSI will cease to exist in its current form. The lead portfolio manager of
the Fund will not be joining Dwight. As discussed in more detail below, DSI
has also entered into an Asset Purchase Agreement with UAM and Independence
Investment Associates, Inc. ("Independence"). As part of the agreement, the
lead portfolio manager of the Fund, Mr. Glovsky will be joining
Independence to become the head of Independence's small cap group, where he
will continue to manage the Fund (the "Independence Transaction" and
together with the Old Mutual Transaction, the "Transactions"). The
completion of the Old Mutual Transaction resulted in a change in control of
DSI. The completion of the Independence Transaction will result in a change
of Investment Adviser of the Fund. DSI after the Old Mutual Transaction
continued to serve as investment adviser to the Fund but after the
Independence Transaction, Independence will serve as the fund's investment
adviser. Regardless of the Transactions, the lead manager responsible for
the day to day management of the Fund will not change. The section below
provides more information on the Transactions and provides some general
information on DSI (and Independence) and the investment advisory
agreements.
Consummation of the Old Mutual Transaction did and the Independence
Transaction will constitute an "assignment," as that term is defined in the
1940 Act, of the Fund's investment advisory agreement. As required by the
1940 Act, the Fund's current investment advisory agreement automatically
terminates in the event of its assignment. In anticipation of the Old
Mutual Transaction, the Board approved continuation of the advisory
services under an interim investment advisory agreement between the Fund
and DSI subject to further ratification by shareholders of the Fund. In
addition, in anticipation of the Independence Transaction, the Board has
approved continuation of the advisory services under a new investment
advisory agreement between the Fund and Independence subject to further
approval by shareholders of the Fund. Compensation earned by DSI between
the termination of the Advisory Contract and shareholder ratification of
the interim investment advisory agreement is held in an interest-bearing
escrow account for a period of up to 150 days from the termination of the
Advisory Contract. If shareholders ratify the proposed interim advisory
agreement, the amount held in the escrow account, plus interest, will be
paid to DSI. If shareholders do not ratify the interim investment advisory
agreement, DSI will be paid the lesser of the costs incurred in performing
its services under the interim agreement or the total amount in the escrow
account, plus interest earned. If
-8-
shareholders do not approve the new investment advisory agreement with
Independence, the Board of Directors will take such further action as they
deem to be in the best interests of shareholders of the Fund. FORMS OF THE
INTERIM INVESTMENT ADVISORY AGREEMENT AND NEW INVESTMENT ADVISORY AGREEMENT
ARE ATTACHED TO THIS PROXY STATEMENT AS EXHIBITS A AND B. THE NEW
INVESTMENT ADVISORY AGREEMENT IS IDENTICAL IN ALL MATERIAL RESPECTS TO THE
FUND'S CURRENT INVESTMENT ADVISORY AGREEMENT. IN ADDITION, THE FUND'S
ADVISORY FEE RATE IS UNCHANGED.
OLD MUTUAL ACQUISITION OF UAM
On June 16, 2000, Old Mutual, a public limited company based in the United
Kingdom, OM Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Old Mutual ("OMAC") and UAM, the parent company of the
investment adviser, administrator and distributor of the Funds, entered
into an Agreement and Plan of Merger (the "Old Mutual Agreement") for Old
Mutual to acquire UAM for $25 per share ("Offer Price") in cash through a
tender offer and merger (the "Old Mutual Transaction"). The Old Mutual
Transaction valued the equity of UAM at approximately $1.46 billion. The
Transaction was consummated September 26, 2000. The Funds are currently
being managed pursuant to an interim agreement that was effective with the
Old Mutual Transaction.
The Old Mutual Transaction was subject to a number of conditions, including
(but not limited to): (i) tender by holders of a majority of UAM's
outstanding shares; (ii) the absence of any legal restraint or prohibition
preventing the Old Mutual Transaction; (iii) expiration of any waiting
period required by antitrust laws; and (iv) approval of the Old Mutual
Transaction by fund and non-fund clients representing specified percentages
of UAM. Following completion of the tender offer, OMAC was merged with and
into UAM and each UAM share outstanding (other than certain dissenting
shareholders) was converted into the right to receive the tender offer
price, as adjusted, or any greater amount per share paid pursuant to the
tender offer.
Old Mutual is a United Kingdom-based financial services group with a
substantial life assurance business in South Africa and other southern
African countries and an integrated, international portfolio of activities
in asset management, banking and general insurance. UAM has approximately
$188 billion in assets under management in institutional and individual
private accounts and mutual funds. The acquisition of UAM will increase Old
Mutual's assets under management to approximately $275 billion.
Pursuant to the Old Mutual Agreement approved by UAM's Board of Directors,
all options to purchase shares of UAM Shares granted to employees and
directors of UAM vested. The Old Mutual Agreement provided that, except as
otherwise agreed by Old Mutual and the option holder, all such options that
were outstanding immediately before the effective time of the Old Mutual
Transaction would be canceled in exchange for a cash payment by UAM equal
to the number of Shares subject to the option times the excess, if any, of
the Offer Price over the exercise price per-Share of the option, less
applicable withholding taxes. Mr. Orr, a Director of the Company, held
options (with an exercise price of $18.56 per share) representing 1,000,000
shares of UAM, resulted in payments of approximately $6.44 million at the
closing of the Old Mutual Transaction.
The Old Mutual Transaction constituted a "change of control" for purposes
of the change-of-control employment agreements that UAM has entered into
with certain senior officers of UAM, including Mr. Orr. The agreements
provide generally that the officer's terms and conditions of employment
(including position, location, compensation and benefits) will not be
adversely
-9-
changed during the two-year period after the change of control. If UAM
terminates the executive's employment (other than for cause, death or
disability), or (in certain circumstances) the officer terminates his or
her employment for any reason during the 30-day period following the first
anniversary of the change of control, the officer is generally entitled to
receive a multiple of the officer's annual base salary and annual bonus and
UAM contributions made to the officer's defined contribution plan accounts
for the most recent plan year, and continued welfare benefits for a number
of years equal to the same multiple. The multiple for Mr. Orr is three (3).
In addition, the employment agreements provide that certain officers are
entitled to receive payment in an amount sufficient to make the officers
whole for any excise tax excess parachute payments imposed under Section
4999 of the Internal Revenue Code of 1986, as amended, provided such
parachute payments exceed 110% of the maximum amount that could be paid
without incurring any excise tax on the excess parachute payment, in which
case the parachute payments would be reduced to prevent the imposition of
the excise tax. Certain agreements provide for a reduction in payments if
necessary to prevent imposition of the excise tax. All amounts were paid in
full to Mr. Orr pursuant to the agreements described above upon the change
in control. In addition, under the deferred compensation plan and the stock
option deferral plan, all benefits became immediately payable upon approval
of the Agreement by UAM's Board of Directors.
MERGER OF DSI INTO DWIGHT AND MOVEMENT OF THE FUND'S LEAD MANAGER TO
INDEPENDENCE
It is expected that on February 15, 2001, DSI, a Delaware corporation, and
a wholly-owned subsidiary of UAM, will merge with Dwight. No consideration
is being paid in connection with the merger of DSI into Dwight.
DSI has also entered into an Asset Purchase Agreement (the "Independence
Agreement") with UAM and Independence whereby Independence will purchase
DSI's small cap investment advisory business, including DSI's advisory
relationship with the Fund. The Independence Transaction is expected to
close on or about January 31, 2001 or as soon as possible after the
shareholder meeting. The Independence Transaction is subject to a number
of conditions including the approval by the Fund's shareholders of a new
investment advisory agreement with Independence. As part of the
Independence Agreement and in order to facilitate a smooth transition of
investment management from DSI to Independence, the lead portfolio manager
of the Fund, Mr. Charles Glovsky on December 29, 2000 became a joint
employee of DSI and Independence. Until the closing of the Independence
Transaction, Mr. Glovsky will continue to manage the Fund as an employee of
DSI, but upon the closing of the Independence Transaction, his employment
with DSI will terminate. As an employee of Independence, Mr. Glovsky will
serve as the head of Independence's small cap group, where he will continue
to manage the Fund.
Independence is a Delaware corporation with offices at 53 State Street,
Boston, MA 02109 and is a wholly-owned subsidiary of John Hancock Financial
Services, Inc. Independence manages approximately $20 billion of assets
primarily for institutions.
Directors
Mark C. Lapman
Chief Executive Officer and Director
Steve Brown
Chairman, John Hancock Life Insurance Company
-10-
John DeCiccio
Executive Vice President, John Hancock Life Insurance Company
Greg Winn
Treasurer, John Hancock Life Insurance Company and John Hancock Financial
Services, Inc.
Kathleen Graveline
Executive Vice President- Retail Sector, John Hancock Life Insurance
Company
Klaus Shigley
Vice President, John Hancock Life Insurance Company
The address for each of the persons listed above is c/o Independence
Investment Associates, Inc., 53 State Street, Boston, MA 02109.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that a manager or investment adviser
(such as the investment adviser to the Fund) to a registered investment
company, and the affiliates of such adviser (such as UAM), may receive any
amount or benefit in connection with a sale of any interest in such manager
or investment adviser which results in an assignment of an investment
advisory contract if the following two conditions are satisfied: (1) for a
period of three years after such assignment, at least 75% of the board of
directors or trustees of the investment company cannot be "interested
persons" (within the meaning of Section 2(a)(19) of the 1940 Act) of the
new investment adviser or its predecessor, and (2) no "unfair burden" (as
defined in the 1940 Act) may be imposed on the investment company as a
result of the assignment or any express or implied terms, conditions or
understandings applicable thereto.
Consistent with the first condition of Section 15(f), Old Mutual and UAM in
the Old Mutual Agreement and Old Mutual and Independence in the
Independence Agreement have agreed that, for a period of three years after
the closing of the Transactions, they will not take or recommend any action
that would cause more than 25% of the directors to be interested persons of
the entity acting as the Fund's investment adviser. In addition, Old Mutual
and UAM have agreed not to take or recommend any action that would
constitute an unfair burden on the Fund within the meaning of Section
15(f). Similarly UAM and Independence have represented and warranted to
each other that neither party has any understanding or agreement which
would impose an unfair burden on the Fund within the meaning of Section
15(f) or would violate Section 15(f) in any way.
With respect to the second condition of Section 15(f), an unfair burden on
an investment company is defined in the 1940 Act to include any arrangement
during the two-year period after any such transaction occurs whereby the
manager or investment adviser or its predecessor or successor, or any
interested person of such adviser, predecessor or successor, receives or is
entitled to receive any compensation of two types, either directly or
indirectly. The first type is compensation from any person in connection
with the purchase or sale of securities or other property to, from or on
behalf of the investment company, other than bona fide ordinary
compensation as principal underwriter for such company. The second type is
compensation from the investment company or its security holders for other
than bona fide investment advisory or other services.
-11-
DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENT
DSI (or Independence after the Independence Transaction) will act as the
Fund's investment adviser pursuant to an advisory agreement.
The Fund's Advisory Contract and proposed investment advisory agreements
require DSI (or Independence after the Independence Transaction) to
. Manage the investment and reinvestment of the Fund's assets;
. Continuously review, supervise and administer the investment program of
the Fund; and
. Determine what portion of the Fund's assets will be invested in
securities and what portion will consist of cash.
DSI (or Independence after the Independence Transaction) is also required
to render regular reports to the Fund's officers and Board concerning the
adviser's discharge of its responsibilities.
The Advisory Contract and proposed investment advisory agreements also
authorize DSI (or Independence after the Independence Transactions) to
select the brokers or dealers that will execute the purchases and sales of
securities of the Fund and direct DSI (or Independence after the
Independence Transaction) to use its best efforts to obtain the best
available price and most favorable execution. Subject to policies
established by the Board, the adviser may also effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if DSI (or Independence after the Independence Transaction)
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by
such broker or dealer, viewed in terms of either that particular
transaction or the adviser's overall responsibilities with respect to the
Fund.
The Advisory Contract and the proposed investment advisory agreements of
the Fund obligate DSI (or Independence after the Independence Transactions)
to discharge its responsibilities subject to the control of the officers
and the Board, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and applicable laws and
regulations. Under the terms of the Advisory Contract and the proposed
investment advisory agreement, DSI has agreed to render its services and to
provide, at its own expense, the office space, furnishings, equipment and
personnel required by it to perform the services on the terms and for the
compensation provided herein.
The Fund's Advisory Contract and proposed investment advisory agreements
provide that DSI (or Independence after the Independence Transactions)
shall have no liabilities in connection with rendering services thereunder,
other than liabilities resulting from the adviser's willful misfeasance,
bad faith, gross negligence, reckless disregard of its duties or breach of
fiduciary duty with respect to receipt of compensation of services.
INFORMATION ON INVESTMENT ADVISORY FEES AND ANNUAL EXPENSE LIMITATION
The Fund currently pays DSI an annual advisory fee at the rate of 0.85% of
the Fund's average daily net assets. In addition, the adviser has
voluntarily agreed to limit the total expenses of Institutional Class
Shares of the Fund to 0.75% of the Fund's average daily net assets. To
maintain this expense limit, the adviser may waive a portion of its
management fee and/or
-12-
reimburse certain expenses of the Fund. The adviser intends to continue its
expense limitation until further notice, but may discontinue it at any
time. During the last fiscal year, the Fund paid DSI $174,572, excluding
fee waivers. After giving effect to the adviser's fee waiver, the Fund paid
$153,322 in advisory fees during its most recent fiscal year.
RECOMMENDATION OF DIRECTORS
On August 4, 2000, representatives of UAM advised the Independent Directors
that UAM had entered into the Old Mutual Agreement and that Dwight would be
merging with DSI. At that time, representatives of UAM described the
general terms of the proposed Old Mutual Transaction and the perceived
benefits for the UAM organization and for its investment advisory clients.
The Independent Directors discussed the Old Mutual Transaction with
representatives of UAM. They were assisted in their review of this
information by their independent legal counsel. On December 14, 2000,
representatives of UAM advised the independent directors that UAM, DSI and
Independence has entered into the Independence Agreement; that the lead
portfolio manager of the Fund would be joining Independence and that
subject to shareholder approval a new investment advisory agreement was
proposed to be entered into with Independence. In addition, the general
terms of the Independence Transaction and the perceived benefits for DSI
Funds shareholders were discussed with the Board. The Independent
Directors discussed the Independence Transaction with representatives of
UAM. They were assisted in their review of this information by their
independent legal counsel.
On August 4, 2000, the Board, including a majority of the Independent
Directors, voted to approve the interim investment advisory agreement with
DSI and to recommend its approval to shareholders. On December 13, 2000,
the Board, including a majority of the Independent Directors, voted to
approve the new investment advisory agreement with Independence and to
recommend its approval to shareholders.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE TO
APPROVE PROPOSAL 2 AND PROPOSAL 3
ADDITIONAL INFORMATION
UAM Fund Services, Inc. serves as the Fund's administrator, UAM Shareholder
Services Center, Inc. serves as the Fund's sub-shareholder servicing agent
and UAM Fund Distributors, Inc. serves as the Fund's principal underwriter.
UAM Fund Services, Inc., UAM Shareholder Services Center, Inc. and UAM Fund
Distributors, Inc. are affiliates of UAM. UAM Fund Services, Inc. and UAM
Fund Distributors, Inc, are located at 211 Congress Street, 4th 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.
$98,247 for services rendered as administrator;
. During its last fiscal year, the Fund paid to UAM Shareholder Services
Center, Inc. $11,228 for services rendered as sub-shareholder
servicing agent;
. As of December 21, 2000, the Fund's net assets were $16,275,381.
The Fund does not pay UAM Fund Distributors, Inc. for its services as
principal underwriter to the Fund.
-13-
PAYMENT OF EXPENSES
Independence will pay any expense reasonably incurred in connection with
obtaining the approval of the Board of Directors of the Company and the
shareholders of the Fund of the proposed Investment Advisory Agreements up
to $25,000 and Old Mutual shall pay the Fund's expenses in excess thereof.
BENEFICIAL OWNERSHIP OF SHARES
The following table contains information about the beneficial ownership by
shareholders of five percent (5%) or more of the Fund's outstanding shares
as of December 21, 2000. On that date, the existing nominees and officers
of the Funds, together as a group, "beneficially owned" less than one
percent of the Fund's outstanding shares.
NAME AND ADDRESS OF SHAREHOLDER PERCENTAGE OF FUND
- ------------------------------- ------------------
Jupiter & CO 66.49%*
c/o Investors Bank & Trust Company
P. O. Box 9130
Boston, MA 02317-9130
Fleet National Bank Custodian 7.45%*
FBO Diocesan Investment Trust
Episcopal Diocese of RI
P. O. Box 92800
Rochester, NY 14692-8900
- ------------------
*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 1,366,836.34 shares outstanding.
The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial ownership
is based on statements furnished to the Fund by the existing directors of the
Company, and/or on the records of the Company's transfer agent.
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS
For a free copy of the Fund's most recent annual report (and most recent semi-
annual report succeeding the annual report, if any) shareholders of the Fund may
call 1-877-826-5465 or write to the UAM Funds at PO Box 219081, Kansas City, MO
64121.
-14-
OTHER BUSINESS
The Board does not intend to present any other business at the Meeting. If any
other matter may properly come before the meeting, or any adjournment thereof,
the persons named in the accompanying proxy card(s) intend to vote, act, or
consent thereunder in accordance with their best judgment at that time with
respect to such matters. No annual or other special meeting is currently
scheduled for the Fund. Mere submission of a shareholder proposal does not
guarantee the inclusion of the proposal in the proxy statement or presentation
of the proposal at the meeting since inclusion and presentation are subject to
compliance with certain federal regulations and Maryland law.
THE DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMEND APPROVAL OF EACH
PROPOSAL. ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE
VOTED IN FAVOR OF APPROVAL OF THE PROPOSALS.
-15-
UAM Funds
825 Duportail Road
Wayne, PA 19087
UAM FUNDS, INC.
DSI SMALL CAP VALUE PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 31, 2001
The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, as attorneys and proxies for the undersigned with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned, all shares of the DSI Small Cap Value Portfolio (the
"Fund"), which the undersigned is entitled to vote at a Meeting of Shareholders
of the Fund to be held at UAM Fund Services, Inc., 211 Congress Street, Boston,
MA 02110 on January 31, 2001, at 9:00 a.m. Eastern time and any adjournment
thereof (the "Meeting"). The undersigned hereby acknowledges receipt of the
Notice of Meeting and Proxy Statement, and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. Unless indicated to the
contrary, this proxy shall be voted "For" all proposals relating to the Fund.
The proxies are hereby authorized to vote in their discretion on any matter that
may properly come before the meeting or any adjournment thereof. The
undersigned hereby revokes any proxy previously given.
To vote by mail, sign below exactly as your name appears above and return the
proxy card in the envelope provided
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. In the absence of any specification, this
proxy will be voted IN FAVOR of the proposals. Please mark your vote below in
blue or black ink. Do not use red ink.
THE BOARD OF DIRECTORS OF UAM FUNDS, INC. RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
Vote On Proposals For Against Abstain
1. To approve the proposed changes to the Fund's fundamental
investment restrictions (see pages 3 to 7 of the proxy
statement)
1A Diversification of investments [ ] [ ] [ ]
1B Borrowing [ ] [ ] [ ]
1C Issuing of senior securities [ ] [ ] [ ]
1D Underwriting [ ] [ ] [ ]
1E Industry concentration [ ] [ ] [ ]
1F Investment in real estate [ ] [ ] [ ]
1G Commodities [ ] [ ] [ ]
1H Lending [ ] [ ] [ ]
2. To ratify an interim advisory agreement implemented as a [ ] [ ] [ ]
result of the Old Mutual Transaction (see pages 8 to 13 of
the proxy statement)
3. To approve an Investment Advisory Agreement between the [ ] [ ] [ ]
Fund and its investment adviser (see pages 8 to 13 of the
proxy statement)
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
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.
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SIGNATURE [PLEASE SIGN WITHIN BOX] DATE SIGNATURE (JOINT OWNERS) DATE
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