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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Under Rule 14a-12
UAM Funds, Inc.--SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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UAM FUNDS, INC.
Funds for the Informed Investorsm
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
December , 2001
Dear Shareholder:
Enclosed you will find a proxy statement and proxy card for a special meeting
of shareholders of the Dwight Limited Maturity Bond Portfolio (the
"Portfolio"). This is a very important meeting, which has been called to vote
on a proposal to liquidate your Portfolio.
UAM Funds, Inc. ("UAM Funds") first mailed a proxy statement regarding the
proposed liquidation of the Portfolio on or about September 27, 2001. A
special meeting of shareholders was scheduled for November 9, 2001 to consider
the proposal to liquidate and terminate the Portfolio. At that meeting and
subsequent adjournments, there were not enough holders of shares present, in
person or by proxy, to constitute a quorum for voting purposes. As a result,
no action was able to be taken on the proposal to liquidate and terminate the
Portfolio. Accordingly, UAM Funds is re-soliciting your vote on this very
important proposal.
The Board of Directors of UAM Funds, Inc. (the "Board"), after thorough
discussion and consideration, has decided to recommend the liquidation of the
Portfolio, but believes that since this is your investment capital, the final
decision on this matter should be made by you, the shareholders. We are
preparing to liquidate the Portfolio because of its relatively small size and
its limited prospects for growth of assets. The Board's reasons for
recommending this course are described more fully in the enclosed proxy
statement, which you should consider carefully.
If the shareholders approve the recommendation to liquidate the Portfolio, the
Portfolio will return to you the proceeds of the liquidation of your account.
Once you receive your proceeds, you may pursue any investment option you wish.
The Board regrets any inconvenience this may cause you. We thank you, however,
for the confidence that you placed in us. We continue to wish you well in your
investments.
Sincerely,
James F. Orr, III
Chairman
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 4, 2002
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Special
Meeting") of the Dwight Limited Maturity Bond Portfolio (the "Portfolio"), a
series of UAM Funds, Inc. (the "Fund"), will be held on January 4, 2002 at the
offices of the Fund's administrator, SEI Investments, One Freedom Valley
Drive, Oaks, PA 19456 at 10:00 a.m. Eastern time. The purpose of the Special
Meeting is to consider a proposal:
. to liquidate and terminate the Portfolio, as set forth in a Plan of
Liquidation adopted by the Board of Directors of the Fund (a copy of which
is attached to the Proxy Statement as Exhibit A); and
. to transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
Please read the enclosed proxy statement carefully for information concerning
the proposal to be placed before the meeting.
Shareholders of record at the close of business on December 5, 2001 will be
entitled to notice of, and to vote at the Special Meeting or any adjournments
thereof. You are invited to attend the Special Meeting, but if you cannot do
so, please complete and sign the enclosed proxy, and return it in the
accompanying envelope as promptly as possible. You may also vote via the
Internet. Any shareholder attending the Special Meeting may vote in person
even though a proxy has already been returned. You may change your vote even
though a proxy has been returned by written notice to the Fund by submitting a
subsequent proxy using the mail or by voting in person at the Special Meeting.
Your vote is important no matter how many shares you own.
By Order of the Board of Directors of UAM Funds, Inc.,
Linda T. Gibson, Esq.
Secretary
Boston, Massachusetts
December , 2001
1
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
DWIGHT LIMITED MATURITY BOND PORTFOLIO
TO BE HELD ON JANUARY 4, 2002
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of UAM Funds, Inc. (the "Fund") on behalf of
the Dwight Limited Maturity Bond Portfolio (the "Portfolio"), a separate
series of the Fund, for use at a Special Meeting of Shareholders to be held at
the offices of the Fund's administrator, SEI Investments, One Freedom Valley
Drive, Oaks, PA 19456 on January 4, 2002 at 10:00 a.m. Eastern time, or at any
adjournment thereof (the "Special Meeting"). Shareholders of record at the
close of business on December 5, 2001 (the "Record Date") are entitled to
notice of, and to vote at, the Special Meeting. This proxy statement and the
accompanying notice of Special Meeting and proxy card are first being mailed
to shareholders on or about December , 2001.
The Fund first mailed a proxy statement regarding the proposed liquidation of
the Portfolio on or about September 27, 2001. A special meeting of
shareholders was scheduled for November 9, 2001 to consider the proposal to
liquidate and terminate the Portfolio. At that meeting and subsequent
adjournments, there were not enough holders of shares present, in person or by
proxy, to constitute a quorum for voting purposes. As a result, no action was
able to be taken on the proposal to liquidate and terminate the Portfolio.
Accordingly, the Fund is re-soliciting your vote on this very important
proposal.
PROXY SOLICITATION
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The Board of Directors intends to bring before the Special Meeting the sole
matter set forth in the foregoing notice. If you wish to participate in the
Special Meeting you may submit the proxy card(s) included with this proxy
statement or attend in person. Your vote is important no matter how many
shares you own. You can vote easily and quickly by mail, via the Internet
or in person. At any time before the Special Meeting, you may change your
vote even though a proxy has already been returned by written notice to the
Secretary of the Fund, by submitting a subsequent proxy, or by voting in
person at the meeting. Should you require additional information regarding
the proxy or replacement proxy cards, you may contact the Fund at 1-877-
826-5465. All proxy cards solicited that are properly executed and received
in time to be voted at the Special Meeting will be voted at the Special
Meeting and any adjournment thereof according to the instructions on the
proxy card. If a proxy card is returned with no choice specified, the
shares will be voted IN FAVOR of:
. the proposal to liquidate and terminate the Portfolio and return the
proceeds to its Shareholders; and
. any other matter not presently known, but which may properly come before
the meeting or any adjournment thereof.
REQUIRED VOTE
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In accordance with the Articles of Incorporation of the Fund and the
General Laws of the State of Maryland, approval of the proposal requires
the affirmative vote of the holders of a majority of the shares of the
Portfolio entitled to vote. The presence in person or by proxy of the
holders of a majority of the outstanding shares of the Portfolio will
constitute a quorum. For purposes of determining the presence of a quorum,
abstentions or broker non-votes will be counted as present; however, they
will have the effect of a vote against the proposal.
If a quorum is not present at the Special Meeting, or if a quorum is
present at the Special Meeting but sufficient votes to approve the proposed
item are not received, or if other matters arise requiring
1
shareholder attention, the persons named as proxy agents may propose one or
more adjournments of the Special Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Special Meeting or represented by
proxy. With respect to such adjournment, the persons named as proxies will
vote in accordance with their best judgment at that time.
The Portfolio 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 Old Mutual (US) Holdings Inc.
("Old Mutual US") or its affiliates, who will not receive any compensation
therefor from the Portfolio. The Portfolio will bear up to $2,000 of the
cost of preparing, printing and mailing this proxy statement, the proxies,
and any additional materials that may be furnished to shareholders. The
investment adviser, Dwight Asset Management Company, will bear any costs
above $2,000.
If the shareholders do not approve the proposal, the Portfolio will
continue to exist as a registered investment company and operate in
accordance with its stated objective and policies. The Board would then
meet to consider what, if any, steps to take in the best interests of
shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the shares of the Portfolio at the close of business
on December 5, 2001, will be entitled to vote at the Special Meeting or any
adjournment thereof. As of December 5, 2001 the Portfolio had outstanding
144,483.7910 shares. The shareholders are entitled to one vote per share
(and a fractional vote for each fractional share held) on all business to
come before the meeting.
The officers and Directors of the Fund as a group beneficially own in the
aggregate less than one percent of the outstanding shares of the Portfolio.
As of December 5, 2001 the following shareholders owned of record or
beneficially more than five percent of the outstanding shares of the
Portfolio:
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Percentage
Name and Address of Number of
of Shareholder Shares Owned Shares Owned
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Jupiter & Co. ...................................... 55.15% 79,686.3190
c/o Investors Bank & Trust Co.
P.O. Box 9130
Boston, MA 02117-9130
Fleet National Bank................................. 26.87% 38,825.9990
FBO Frank M. Trantanella IRA
P.O. Box 92800
Rochester, NY 14692-8900
Debra B. Mango ..................................... 6.44% 9,302.3260
1 Colonial Drive
Montpelier, VT 05802-3307
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
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BACKGROUND
The Portfolio began operations on December 18, 1989. The Portfolio seeks
maximum total return consistent with reasonable risk to principal and has
invested primarily in investment grade debt securities since its inception.
2
Notwithstanding the marketing of the Portfolio's shares, growth in the
Portfolio's assets has been unsatisfactory. During the period from
commencement of operations through October 31, 1998, the Portfolio's assets
reached a level of $35.9 million; however, assets have decreased to less
than $3,676,763.59 as of August 31, 2001. Several marketing efforts were
not adequate to significantly increase the size of the Portfolio and the
Portfolio's investment adviser believes that the prospect for growth is
limited. The Board of Directors has considered the total asset level of the
Portfolio and the performance of the Portfolio before and after deducting
certain expenses arising from the operation of the Portfolio and the impact
of such expenses on the investment results of the Portfolio.
Sales of the Portfolio shares have not been sufficient to allow the
Portfolio to reach a size adequate, in the judgment of the Board, to spread
expenses over a sufficient asset base to provide a satisfactory return to
shareholders. As a result, the Board instructed the officers of the Fund to
investigate what, if any, additional steps or alternative courses would
best serve the interest of shareholders.
The officers of the Fund sought to determine whether a merger or transfer
of assets would be possible, and if it would produce desirable results for
shareholders. It appeared to the management of the Fund that the relatively
small size of the Portfolio, the time required to effect a transaction, and
regulatory expenses involved in either a merger or transfer of the assets
to another mutual fund, and current market conditions could make such a
course more expensive than the benefit which could be expected by the
shareholders. The officers investigated the steps required for liquidation
of the Portfolio, subject to presentation of a final report to the Board.
BOARD CONSIDERATIONS
At its September 7, 2001 meeting, the Board reviewed the limited prospects
for renewed growth of the assets of the Portfolio, the efforts and expenses
of the Fund's distributor to distribute shares of the Portfolio, and the
effect of the operating expenses on the historic and anticipated returns of
shareholders. For the most recent fiscal year, the expenses of the
Portfolio were 1.34% of the average net assets of the Portfolio. The
expense ratio of the Portfolio is expected to be substantially the same for
the present fiscal year, and is expected to increase for the next fiscal
year at the current net asset level. Moreover, the presence of larger funds
with similar investment objectives better able to operate on an efficient
basis and provide higher returns to shareholders made it unlikely that the
Portfolio could achieve a significant increase in asset size and achieve
economies of scale. The Board therefore concluded that it would be in the
interest of the shareholders of the Portfolio to liquidate the Portfolio
promptly, in accordance with a Plan of Liquidation. (See "General Tax
Consequences" below.)
PLAN OF LIQUIDATION
The Board of Directors has approved the Plan of Liquidation (the "Plan")
summarized in this section and set forth as Exhibit A to this proxy
statement.
1. Effective Date of the Plan and Cessation of the Business of the
Portfolio. The Plan will become effective on the date of its adoption
and approval by a majority of the shares of the Portfolio entitled to
vote. Following this approval, the Portfolio (i) will cease to invest
its assets in accordance with its investment objective and will sell
the portfolio securities it owns in order to convert its assets to
cash; (ii) will not engage in any business activities except for the
purposes of winding up the business and affairs of the Portfolio,
preserving the value of assets of the Portfolio and distributing its
assets to shareholders after the payment to (or reservation of assets
for payment to) all creditors of the Portfolio; and (iii) the Portfolio
will terminate in accordance with the laws of the State of Maryland and
the Articles of Incorporation of the Fund. (Plan, Sections 1, 2 and 3)
3
2. Closing of Books and Restriction of Transfer and Redemption of Shares.
The proportionate interests of shareholders in the assets of the
Portfolio shall be fixed on the basis of their respective holdings on
the Effective Date of the Plan. On such date the books of the Portfolio
will be closed and the shareholders' respective assets will not be
transferable by the negotiation of stock certificates. (Plan, Section
4)
3. Liquidating Distribution. As soon as possible after approval of the
Plan, and in any event within fourteen days thereafter, the Fund on
behalf of the Portfolio will mail the following to each shareholder of
record of the Portfolio on the effective date of the Plan: (i) to each
shareholder not holding stock certificates of the Portfolio,
liquidating cash distribution equal to the shareholder's proportionate
interest in the net assets of the Portfolio, (ii) to each shareholder
holding stock certificates of the Portfolio, a confirmation showing
such shareholder's proportionate interest in the net assets of the
Portfolio with advice that such shareholder will be paid in cash upon
return of the stock certificates; and (iii) information concerning the
sources of the liquidating distribution. (Plan, Section 7)
4. Expenses. The Portfolio will bear all expenses incurred by it in
carrying out the Plan. It is expected that other liabilities of the
Portfolio incurred or expected to be incurred prior to the date of the
liquidating distribution will be paid by the Portfolio, or set aside
for payment, prior to the mailing of the liquidating distribution. The
liabilities of the Portfolio relating to the Plan are estimated at no
more than $2,000, which includes legal and auditing expenses and
printing, mailing, soliciting and miscellaneous expenses arising from
the liquidation, which the Portfolio normally would not incur if it
were to continue in business. If the Portfolio incurs more than $2,000
in additional liabilities to liquidate the Portfolio, the Portfolio's
investment adviser will pay such expenses. The total liabilities of the
Portfolio prior to the liquidating distribution are estimated to be
$20,000 (including proxy costs). This amount includes the termination
expenses referred to above and amounts accrued, or anticipated to be
accrued, for custodial and transfer agency services, legal, audit and
directors fees and printing costs. Any expenses and liabilities
attributed to the Portfolio subsequent to the mailing of the
liquidating distribution will be borne by the Portfolio's investment
adviser. (Plan, Section 6 and 9)
5. Continued Operation of the Portfolio. After the date of mailing of the
liquidating distribution, the outstanding shares of the Portfolio will
be cancelled by an amendment to the Fund's charter and the termination
of the Portfolio will be effected. The Plan provides that the Directors
shall have the authority to authorize such variations from or
amendments of the provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Portfolio and to effect the
complete liquidation and termination of the existence of the Portfolio
and the purposes to be accomplished by the Plan. (Plan, Sections 8 and
11)
GENERAL TAX CONSEQUENCES
In general, each shareholder who receives a liquidating distribution will
recognize a gain or loss for federal income tax purposes equal to the
excess of the amount of the distribution over the shareholder's tax basis
in the Portfolio shares. Assuming that the shareholder holds such shares as
capital assets, such gain or loss will be capital gain or loss and will be
long-term or short-term capital gain depending on the shareholder's holding
period for the shares. Shareholders who own Portfolio shares in individual
retirement accounts may be subject to a 10% tax penalty if they receive
proceeds in cash.
The tax consequences discussed herein may affect shareholders differently
depending upon their particular tax situations unrelated to the liquidating
distribution, and accordingly, this summary is not a substitute for careful
tax planning on an individual basis. Shareholders should consult their
personal tax advisers concerning tax-free rollovers before receipt of the
liquidation distribution (for individual retirement accounts). Shareholders
should also consult their
4
personal tax advisers concerning their particular tax situations and the
impact thereon of receiving the liquidating distribution as discussed
herein, including any state and local tax consequences.
The Fund anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code of 1986, as amended,
during the liquidation period and, therefore, will not be taxed on any of
its net income from the sale of its assets.
Representatives of PricewaterhouseCoopers LLP, independent accountants for
the Fund, are not expected to be present at the Special Meeting.
Shareholders are free to redeem their shares prior to the effective date of
the Plan, which is the adoption and approval of the Plan at the Meeting.
The Board Of Directors Of The Fund Recommend Approval
Of The Plan Of Liquidation.
GENERAL INFORMATION
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INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The investment adviser to the Portfolio is Dwight Asset Management Company,
100 Bank Street, Suite 800, Burlington, VT 05401, a subsidiary of Old
Mutual US, a Delaware corporation. The Portfolio's principal underwriter is
Funds Distributor, Inc., 60 State Street, Boston, MA 02109. The Portfolio's
administrator is SEI Investments Mutual Funds Services, located at One
Freedom Valley Drive, Oaks, PA 19456. UAM Shareholder Services Center,
Inc., an affiliate of Old Mutual US, located at 825 Duportail Road, Wayne,
Pennsylvania 19087 serves as shareholder servicing agent.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Portfolio, including audited
financial statements for the Portfolio for the fiscal year ended October
31, 2000, and the Semi-Annual Report to shareholders for the period ended
April 30, 2001 have been mailed to shareholders. The Annual Report and
Semi-Annual Report should be read in conjunction with this Proxy Statement.
You can obtain a copy of the Annual Report and Semi-Annual Report from the
Fund, without charge, by writing to the Fund at the address on the cover of
this Proxy Statement, or by calling 1-877-826-5465.
OTHER BUSINESS
The Board does not intend to present any other business at the Special
Meeting. If any other matter may properly come before the meeting, or any
adjournment thereof, the persons named in the accompanying proxy card
intend to vote, act, or consent thereunder in accordance with their best
judgment at that time with respect to such matters. No annual or other
special meeting is currently scheduled for the Portfolio. Mere submission
of a shareholder proposal does not guarantee the inclusion of the proposal
in the proxy statement or presentation of the proposal at the meeting since
inclusion and presentation are subject to compliance with certain federal
regulations and Maryland law.
The Directors, Including The Independent Directors, Recommend Approval Of The
Proposal. Any Returned Unmarked Proxies Without Instructions To The
Contrary Will Be Voted In Favor Of Approval Of The Proposal.
5
EXHIBIT A
UAM FUNDS, INC.
DWIGHT LIMITED MATURITY BOND PORTFOLIO
PLAN OF LIQUIDATION
This Plan of Liquidation ("Plan") concerns the Dwight Limited Maturity Bond
Portfolio (the "Portfolio"), a series of UAM Funds, Inc. (the "Fund"), which
is a corporation organized and existing under the laws of the State of
Maryland. The Portfolio began operations on December 18, 1989. The Fund is
registered as an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("Act"). The Plan is intended to
accomplish the complete liquidation and termination of the Portfolio in
conformity with all provisions of Maryland law and the Fund's Articles of
Incorporation.
WHEREAS, the Fund's Board of Directors, on behalf of the Portfolio, has
determined that it is in the best interests of the Portfolio and its
shareholders to liquidate and terminate the Portfolio; and
WHEREAS, at a meeting of the Board of Directors on September 7, 2001, it
considered and adopted this Plan as the method of liquidating and terminating
the Portfolio and directed that this Plan be submitted to shareholders of the
Portfolio for approval;
NOW THEREFORE, the liquidation and termination of the Portfolio shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective only
upon the adoption and approval of the Plan, at a special meeting of
shareholders called for the purpose of voting upon the Plan, by the
affirmative vote of the holders of a majority of the outstanding shares
of the Portfolio entitled to vote. The day of such adoption and
approval by shareholders is hereinafter called the "Effective Date."
2. Liquidation and Termination. As promptly as practicable, consistent
with the provisions of the Plan, the Portfolio shall be liquidated and
terminated in accordance with the laws of the State of Maryland and the
Fund's Articles of Incorporation.
3. Cessation of Business. After the Effective Date of the Plan, the
Portfolio shall cease its business as an investment company and shall
not engage in any business activities except for the purposes of
winding up its business and affairs, marshalling and preserving the
value of its assets and distributing its assets to shareholders of the
Portfolio in accordance with the provisions of the Plan after the
payment to (or reservation of assets for payment to) all creditors of
the Portfolio.
4. Restriction of Transfer and Redemption of Shares. The proportionate
interests of shareholders in the assets of the Portfolio shall be fixed
on the basis of their respective shareholdings at the close of business
on the Effective Date of the Plan. On the Effective Date, the books of
the Portfolio shall be closed. Thereafter, unless the books are
reopened because the Plan cannot be carried into effect under the laws
of the State of Maryland or otherwise, the shareholders' respective
interests in the Portfolio's assets shall not be transferable by the
negotiation of stock certificates.
5. Liquidation of Assets. As soon as is reasonable and practicable after
the Effective Date, all portfolio securities of the Portfolio shall be
converted to cash or cash equivalents.
6. Payment of Debts. As soon as practicable after the Effective Date, the
Portfolio shall determine and pay, or set aside in cash equivalent, the
amount of all known or reasonably ascertainable liabilities of the
Portfolio incurred or expected to be incurred prior to the date of
liquidating distribution provided for in Section 7, below.
A-1
7. Liquidating Distribution. As soon as possible after the Effective Date
of the Plan, and in any event within 14 days thereafter, the Portfolio
shall mail the following to each shareholder of record on the Effective
Date: (1) to each shareholder not holding stock certificates of the
Portfolio, a liquidating distribution equal to the shareholder's
proportionate interest in the net assets of the Portfolio; (2) to each
shareholder holding stock certificates of the Portfolio, a confirmation
showing such shareholder's proportionate interest in the net assets of
the Portfolio with an advice that such shareholder will be paid in cash
upon return of the stock certificate; and (3) information concerning
the sources of the liquidating distribution.
8. Cancellation of Shares. As soon as possible after the liquidating
distribution under Paragraph 7 has been consummated, the Fund will file
an amendment to the Fund's charter with the Maryland State Department
of Assessments and Taxation canceling the outstanding shares of the
Portfolio.
9. Management and Expenses of the Portfolio Subsequent to the Liquidating
Distribution. The Portfolio shall bear all expenses up to $2,000
incurred by it in carrying out this Plan of Liquidation including, but
not limited to, all printing, legal, accounting, custodian and transfer
agency fees, and the expenses of any reports to or meeting of
shareholders. If the Portfolio incurs more than $2,000 in liabilities
to carry out this Plan, such expenses will be paid by Dwight Asset
Management Company. Any expenses and liabilities attributed to the
Portfolio subsequent to the mailing of the liquidating distribution
will be borne by Dwight Asset Management Company.
10. Power of Board of Directors. The Board, and subject to the directors,
the officers, shall have authority to do or authorize any or all acts
and things as provided for in the Plan and any and all such further
acts and things as they may consider necessary or desirable to carry
out the purposes of the Plan, including the execution and filing of
all certificates, documents, information returns, tax returns and
other papers which may be necessary or appropriate to implement the
Plan. The death, resignation or disability of any director or any
officer of the Fund shall not impair the authority of the surviving or
remaining directors or officers to exercise any of the powers provided
for in the Plan.
11. Amendment of Plan. The Board shall have the authority to authorize
such variations from or amendments of the provisions of the Plan as
may be necessary or appropriate to effect the marshalling of Portfolio
assets and the complete liquidation and termination of the existence
of the Portfolio, and the distribution of its net assets to
shareholders in accordance with the laws of the State of Maryland and
the purposes to be accomplished by the Plan.
UAM FUNDS, INC., on behalf of Dwight Limited
Maturity Bond Portfolio, for the Board of Directors
By: _________________________________
Name: James F. Orr, III
Title:President
ACCEPTED:
DWIGHT ASSET MANAGEMENT COMPANY
By: _________________________________
Name:
Title:
A-2
UAM Funds
One Freedom Valley Drive
Oaks, PA 19456-1108
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
UAM FUNDS, INC.
Dwight Limited Maturity Bond Portfolio
Proxy for Special Meeting of Shareholders on January 4, 2002
KNOW ALL MEN BY THESE PRESENT, that the undersigned hereby constitutes and
appoints Sherry Kajdan Vetterlein and Stephanie Cavanagh, or any of them, with
power of substitution, as attorneys and proxies to appear and vote all of the
shares of stock outstanding in the name of the undersigned at the Special
Meeting of Shareholders of the Dwight Limited Maturity Bond Portfolio of UAM
Funds, Inc. (the "Fund") to be held at the offices of the Fund's administrator,
SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m. Eastern
time on January 4, 2002 and at any and all adjournments thereof; and the
undersigned hereby instructs said attorneys to vote:
1. To approve the liquidation and termination of the Dwight Limited Maturity
Bond Portfolio, as set forth in a Plan of Liquidation adopted by the Board
of Directors of the Fund (a copy of which is attached to the Proxy
Statement as Exhibit A)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Any other business which may properly come before the meeting or any other
adjournment thereof. The management knows of no other such business.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOREGOING ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR
APPROVAL OF ITEM 1.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement. Your signature(s) on this proxy should
be exactly as your name(s) appear on this proxy. (Signature of all joint owners
is required. Fiduciaries please indicate your full title.) If any other
matters properly come before the meeting about which the proxy holders were not
aware prior to the time of the solicitation, authorization is given the proxy
holders to vote in accordance with the views of management thereon. The
management is not aware of any such matters.
Dated: _________, 200_
________________________
Signature of Shareholder(s)
________________________
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.