SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[ ] by Rule 14a-6(e)(2))
Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
UAM Funds Trust
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(Name of Registrant as Specified In Its Charter)
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[ ] Fee paid previously with preliminary materials.
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registration statement number, or the Form or Schedule and the date
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UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO - INSTITUTIONAL CLASS SHARES
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
April 8, 1998
Dear Stockholder:
Enclosed you will find a proxy statement and proxy card for a special
meeting of stockholders of IRC Enhanced Index Portfolio. This is a very
important meeting which has been called to vote on a proposal to liquidate your
Portfolio.
The Board of Trustees of UAM Funds Trust, after thorough discussion
and consideration, has decided to recommend the liquidation of the Portfolio,
but believes that since this is your investment capital, the final decision on
this matter should be made by you, the stockholders. The Board's reasons for
recommending this course are described in the enclosed proxy statement, which
you should consider carefully.
If the stockholders approve the recommendation to liquidate the
Portfolio, the Portfolio will return the proceeds of the liquidation of your
account to you. Once you receive your funds, you will be in a position to
pursue any investment option you wish.
Both I and the other Trustees of the Portfolio regret any
inconvenience this may cause you. We thank you, however, for the confidence
that you placed in us. We continue to wish you well in your investments.
Sincerely,
/s/ Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO - INSTITUTIONAL CLASS SHARES
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798
1-800-638-7983
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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To Be Held April 29, 1998
TO THE STOCKHOLDERS OF
IRC ENHANCED INDEX PORTFOLIO:
Notice is hereby given that a special meeting of stockholders (the
"Special Meeting") of IRC Enhanced Index Portfolio (the "Portfolio"), a series
of UAM Funds Trust (the "Fund"), will be held on April 29, 1998, at the offices
of UAM Fund Services, Inc., 211 Congress Street, Boston, MA 02110 at 10:00 a.m.
local time, for the purpose of considering a proposal:
To approve the liquidation and dissolution of the Portfolio, as
set forth in a Plan of Liquidation and Dissolution adopted by the
Board of Trustees of the Fund, 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.
Stockholders of record at the close of business on April 6, 1998, will
be entitled to vote at the meeting. You are invited to attend the Special
Meeting, but if you cannot do so, please fill in and sign the enclosed proxy,
and return it in the accompanying envelope as promptly as possible. Any
stockholder attending can vote in person even though a proxy has already been
returned.
By Order of the Board of Trustees,
/s/ Michael E. DeFao
Michael E. DeFao
Secretary
Boston, Massachusetts
April 8, 1998
UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO - INSTITUTIONAL CLASS SHARES
PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Trustees of UAM Funds Trust (the
"Fund") on behalf of IRC Enhanced Index Portfolio (the "Portfolio"), a separate
series of the Fund, for use at a Special Meeting of Stockholders (the "Special
Meeting") to be held at UAM Fund Services, Inc., 211 Congress Street, Boston, MA
on April 29, 1998 at 10:00 A.M. local time.
PROXY SOLICITATION
All proxies in the enclosed form which are properly executed and
returned to the Portfolio will be voted as provided therein at the Special
Meeting or at any adjournment thereof. A stockholder executing and returning a
proxy has the power to revoke it at any time before it is exercised by giving
written notice of such revocation to the Secretary of the Portfolio. Signing
and mailing the proxy will not affect your right to give a later proxy or to
attend the Special meeting and vote your shares in person.
The Board of Trustees intends to bring before the Special Meeting the
sole matter set forth in the foregoing notice. The persons named in the
enclosed proxy and acting thereunder will vote with respect to that item in
accordance with the directions of the stockholder as specified on the proxy
card; if no choice is specified, the shares will be voted IN FAVOR of the
recommendation to approve the Plan of Liquidation and Dissolution (the "Plan")
so as to dissolve the Portfolio and return the proceeds to the stockholders of
the Portfolio, and in the discretion of the proxies upon any other matter not
presently known which may properly come before the meeting or any adjournment
thereof.
In accordance with the Agreement and Declaration of Trust of the Fund
and the Delaware Business Trust Act, approval of the proposal requires the
affirmative vote of (a) 67% or more of the shares present at the Special
Meeting, if holders of more than 50% of the outstanding shares of the Portfolio
are present or represented by proxy, or (b) more than 50% of the outstanding
shares, whichever is less. Shares represented in person or by proxy (including
shares which abstain or do not vote with respect to the proposal present for
stockholder approval) will be counted for purposes of determining whether a
quorum is present at the Special meeting. A quorum is constituted by the
presence in person or by proxy of the holders of 30% or more of the outstanding
shares of the Portfolio.
The Portfolio will bear the entire cost of preparing, printing and
mailing this proxy statement, the proxies and any additional materials which may
be furnished to stockholders. Solicitation may be undertaken by mail,
telephone, telegraph, and personal contact. It is expected that this Proxy
Statement and form of Proxy will be mailed to stockholders on or about April 8,
1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of Common Stock of the Portfolio at
the close of business on April 6, 1998, will be entitled to vote at the
Special Meeting or any adjournment thereof. As of February, 28 1998 the
Portfolio had outstanding 814,733.733 shares of Common Stock. The stockholders
are entitled to one vote per share on all business to come before the meeting.
The officers and Trustees of the Fund as a group beneficially own in the
aggregate no shares of the outstanding Common Stock of the Portfolio. As of
February 28, 1998, the following stockholders owned of record or beneficially
more than five percent of the outstanding common Stock of the Portfolio:
Hartnat & Co., Coca Cola, PO Box 92800, Rochester, NY 14628-8900; 73%*
Fleet National Bank, FBO Kitchell Affiliates, PO Box 92800, Rochester, NY
14628-8900; 13%*
Hartnat & Co., Montrose/CDT, PO Box 92800, Rochester, NY 14628-8900; 11%*
* Denotes shares held by a trustee or fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
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BACKGROUND
IRC Enhanced Index Portfolio Institutional Class Shares began
operations on January 23, 1996, as one of the portfolios of the Fund. During
the period from commencement of operations through February 28, 1998, the
Portfolio's assets reached a level of $7,760,000. The Portfolio has operated as
an enhanced equity index fund using a variety of investment techniques during
this period. During this period, the Board of Trustees has considered the total
asset level of the Portfolio, the performance of the Portfolio both before and
after deducting certain expenses arising from the operation of the Portfolio and
the impact on the Portfolio's investment results of the relatively small size of
the Portfolio.
Notwithstanding the marketing of the Portfolio's shares, growth in the
Portfolio's assets has been slow. Several marketing efforts, including
assumption of Portfolio expenses by Investment Research Company (the "Advisor"),
were not adequate to significantly increase the size of the Portfolio or the
results for investors. The Board has continued to monitor the investment
results provided to investors. The Advisor and the Board have regularly
reviewed developments, and considered alternatives.
Sales of the Portfolio shares have not been sufficient to allow the
Portfolio to reach a size adequate, in the judgment of the Board, to spread
expenses over a sufficient asset base to provide a satisfactory return to
shareholders. Since the inception of the Portfolio, the Advisor has waived its
fees and assumed a significant portion of the expenses of the Portfolio. In
the absence of such waiver and assumption, the Portfolio might not be profitable
for 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 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, could make such a course more expensive than the benefit which could be
expected by the stockholders. The officers investigated the steps required for
liquidation of the Portfolio, subject to presentation of a final report to the
Board.
At a March 26, 1998 meeting, the Board reviewed the expenses which had
been assumed by the Advisor during the life of the Portfolio, the efforts and
expenses of the Distributor to distribute shares of the Portfolio, and the
effect of the operating expenses on the historic and anticipated returns of
stockholders. The Board considered that the Advisor had not been able to
collect or retain any significant advisory fee during the life of the Portfolio,
that there would be no prospect that this would change in the near future, and
that in the absence of compensation over long periods, the ability of the
adviser to service the needs of the Fund would be impaired. For the most recent
fiscal year, absent the waiver of fees or assumption of expenses by the Advisor,
the Portfolio's expenses would have been approximately 3.50% of assets compared
to 2.50% after the fee waiver and assumption of expenses. The Portfolio's
expense ratio for the present fiscal year is expected to be substantially the
same.
The Board concluded that an increase in fund expenses attributable to
the likely discontinuance of the fee waiver and assumption of the expenses in
the future, especially when added to the expenses of the Portfolio presently
paid directly by the Portfolio, would
significantly reduce the Portfolio's returns. Moreover, the presence of larger
funds with similar objectives, better able to operate on an efficient basis and
provide higher returns to shareholders, made it unlikely that the Portfolio
could achieve a significant increase in asset size and achieve economies of
scale. The Board therefore concluded that it would be in the interest of the
stockholders of the Portfolio to liquidate the Portfolio promptly, in accordance
with a Plan of Liquidation and Dissolution. (See "General Tax Consequences"
below.)
PLAN OF LIQUIDATION AND DISSOLUTION
The Board of Trustees has approved the Plan of Liquidation and
Dissolution (the "Plan") summarized in this section and set forth as Exhibit A
to this proxy statement.
1. Effective Date of the Plan and Cessation of the Portfolio's
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Business as an Investment Company. The Plan will become effective on the date
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of its adoption and approval by a majority of the outstanding shares of the
Portfolio. Following this approval, the Portfolio (i) will cease to invest its
assets in accordance with its investment objective and will sell the portfolio
securities it owns in order to convert the Portfolio's assets to cash; (ii) will
not engage in any business activities except for the purposes of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to stockholders after the payment to (or reservation of assets for
payment to) all creditors of the Portfolio; and (iii) will terminate in
accordance with the laws of the state of Delaware and the Agreement and
Declaration of Trust.
2. Closing of Books and Restriction of Transfer and Redemption of
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Shares. The proportionate interests of stockholders in the assets shall be
- ------
fixed on the basis of their respective holdings on the Effective Date of the
Plan. On such date the books of the Portfolio will be closed and the
stockholders' respective assets will not be transferable by the negotiation of
share certificates. (Plan, Section 4)
3. Liquidating Distribution. As soon as possible after approval of
------------------------
the Plan, and in any event within fourteen days thereafter, the Fund on behalf
of the Portfolio will mail the following to each stockholder of record on the
effective date of the Plan: (i) to each stockholder not holding stock
certificates of the Portfolio, liquidating cash distribution equal to the
stockholder's proportionate interest in the net assets of the Portfolio
(presently estimated at $0.14 per share based upon a computation as of the
record date of this meeting), (ii) to each stockholder holding stock
certificates of the Portfolio, a confirmation showing such stockholder's
proportionate interest in the net assets of the Portfolio with an advice that
such stockholder 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 Portfolio's liabilities
relating to the Plan are estimated at no more than $2,000, which includes
legal and auditing expenses and printing, mailing, soliciting and miscellaneous
expenses arising from the liquidation, which the Portfolio normally would not
incur if it were to continue in business. The total liabilities of the
Portfolio prior to the liquidating distribution are estimated to be $40,000.
This amount includes the dissolution expenses referred to above and amounts
accrued, or anticipated to be accrued, for Custodial and Transfer agency
services, legal audit and 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 Advisor. (Plan,
Section 6 and 8)
5. Continued Operation of the Portfolio. After the date of mailing
------------------------------------
of the liquidating distribution, the dissolution of the Portfolio will be
effected. The Plan provides that the Trustees shall have the authority to
authorize such variations from or amendments of the provisions of the Plan as
may be necessary or appropriate to marshal the assets of the Portfolio and to
effect the dissolution, complete liquidation and termination of the existence of
the Portfolio and the purposes to be accomplished by the Plan. (Plan, Sections
9 and 10)
GENERAL TAX CONSEQUENCES.
Each stockholder who receives a liquidating distribution will
recognize gain or loss for Federal income tax purposes equal to the excess of
the amount of the distribution over the stockholder's tax basis in the Portfolio
shares. Assuming that the stockholder holds such shares as capital assets, such
gain or loss will be capital gain or loss and will be long-term (20% rate or 28%
rate) or short-term capital gain depending on the stockholder's holding period
for the shares. The holding period for long-term (20% rate) gain is more than
18 months, the holding period for long-term (28% rate) gain is more than 12
months, but not more than 18 months, and the holding period for short-term
capital gain is not more than 12 months.
The tax consequences discussed herein may affect shareholders
differently depending upon their particular tax situations unrelated to the
liquidating distribution, and accordingly, this summary is not a substitute for
careful tax planning on an individual basis. SHAREHOLDERS MAY WISH TO CONSULT
THEIR PERSONAL TAX ADVISERS CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE
IMPACT THEREON OF RECEIVING THE LIQUIDATING DISTRIBUTION AS DISCUSSED HEREIN,
INCLUDING ANY STATE AND LOCAL TAX CONSEQUENCES.
The Fund anticipates that it will retain its qualification as a
regulated investment company under the Internal Revenue Code, as amended, during
the liquidation period and, therefore, will not be taxed on any of its net
income from the sale of its assets.
Representatives of Price Waterhouse LLP, independent accountants for
the Fund, are not expected to be present at the Special Meeting.
If the stockholders do not approve the Plan, the Portfolio will
continue to exist as a registered investment company in accordance with its
stated objective and policies. The Board would meet to consider what, if any,
steps to take in the interest of stockholders.
Approval of the Plan of Liquidation and Dissolution will require the
affirmative vote of the holders of a majority of the outstanding shares of
common stock of the Portfolio.
Stockholders are free to redeem their shares prior to the liquidation.
THE TRUSTEES OF THE FUND RECOMMEND APPROVAL OF THE PLAN.
GENERAL INFORMATION
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR.
The investment adviser to the Portfolio is Investment Research
Company, 16236 San Dieguito Road, Rancho Santa Fe, CA 92067. The Portfolio's
principal underwriter is UAM Fund Distributors, Inc., 211 Congress Street,
Boston, MA 02110. The Portfolio's administrator is UAM Fund Services, Inc.
("UAMFSI"), 211 Congress Street, Boston, MA 02110. The investment adviser,
principal underwriter and administrator for the portfolio are wholly-owned
subsidiaries of United Asset Management Corporation. UAMFSI has contracted some
administrative services to Chase Global Funds Services Company ("CGFSC"), 73
Tremont Street, Boston, MA 02108. CGFSC is an affiliate of The Chase Manhattan
Bank.
REPORTS TO STOCKHOLDERS AND FINANCIAL STATEMENTS.
The Annual Report to Stockholders of the Portfolio, including audited
financial statements for the Portfolio for the fiscal year ended April 30, 1997,
and the Semi-Annual Report to Stockholders for the period ended October 31,
1997, have been mailed to stockholders. The annual Report and Semi-Annual
Report should be read in conjunction with this Proxy Statement. A copy of the
Annual and Semi-Annual Reports also may be obtained from the Fund, without
charge, by contacting the Fund in writing at the address on the cover of this
Proxy Statement, or by calling 800-638-7983.
OTHER MATTERS
The Portfolio is not aware of any other matter which is anticipated to
come before the Special Meeting or any adjournment thereof other than the matter
set forth herein. If any other matter may properly come before the meeting, or
any adjournment thereof, this proxy would confer discretionary authority on the
proxies with respect to acting on any such matters, and the persons named in the
proxy have advised that they intend to vote, act, or consent thereunder in
accordance with their best judgment at that time with respect to such matters.
By Order of the Board of Trustees,
Michael E. DeFao
Secretary
Dated: April 8, 1998
UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO - INSTITUTIONAL CLASS SHARES
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution ("Plan") of the IRC
Enhanced Index Portfolio (the "Portfolio") of UAM Funds Trust (the "Fund") a
business trust organized and existing under the laws of the State of Delaware,
and which Portfolio has operated since January 23, 1996 as an open-end
management investment company registered under the Investment Company Act of
1940 ("Act"), is intended to accomplish the complete liquidation and dissolution
of the Portfolio in conformity with all provisions of Delaware law and the
Fund's Agreement and Declaration of Trust.
WHEREAS, the Fund's Board of Trustees, on behalf of the Portfolio, has
determined that it is in the best interests of the Portfolio and its
stockholders to liquidate and dissolve the Portfolio, and at a meeting of the
Board of Trustees on March 26, 1998 has considered and adopted this Plan as the
method of liquidating and dissolving the Portfolio and has directed that this
Plan be submitted to stockholders of the Portfolio for approval;
NOW THEREFORE, the liquidation and dissolution of the Portfolio shall
be carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective
----------------------
only upon the adoption and approval of the Plan, at a meeting of stockholders
called for the purpose of voting upon the Plan, by the affirmative vote of the
holders of a majority of the outstanding voting securities of the Portfolio.
The day of such adoption and approval by stockholders is hereinafter called the
"Effective Date."
2. Dissolution. As promptly as practicable, consistent with the
-----------
provisions of the Plan, the Portfolio shall be dissolved in accordance with the
laws of the State of Delaware and the Fund's Agreement and Declaration of Trust
("Dissolution").
3. Cessation of Business. After the Effective Date of the Plan, the
---------------------
Portfolio shall cease its business as an investment company and shall not engage
in any business activities except for the purposes of winding up its business
and affairs, marshalling and preserving the value of its assets and distributing
its assets to stockholders 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 stockholders in the assets of the Portfolio shall be
fixed on the basis of their respective stockholdings at the close of business on
the Effective Date of the Plan. On the Effective Date, the books of the
Portfolio shall be closed. Thereafter, unless the books are reopened because
the Plan cannot be carried into effect under the laws of the State of Delaware
or otherwise, the stockholders' respective interests in the Portfolio's assets
shall not be transferable by the negotiation of share certificates.
5. Liquidation of Assets. As soon as is reasonable and practicable
---------------------
after the Effective Date, all portfolio securities of the Portfolio shall be
converted to cash or cash equivalents.
6. Payment of Debts. As soon as practicable after the Effective
----------------
Date, the Portfolio shall determine and pay, or set aside in cash equivalent,
the amount of all known or reasonably ascertainable liabilities of the Portfolio
incurred or expected to be incurred prior to the date of liquidating
distribution provided for in Section 7, below.
7. Liquidating Distribution. As soon as possible after the
------------------------
Effective Date of the Plan, and in any event within 14 days thereafter, the
Portfolio shall mail the following to each stockholder of record on the
Effective Date: (1) to each stockholder not holding stock certificates of the
Portfolio, a liquidating distribution equal to the stockholder's proportionate
interest in the net assets of the Portfolio; (2) to each stockholder holding
stock certificates of the Portfolio, a confirmation showing such stockholder's
proportionate interest in the net assets of the Portfolio with an advice that
such stockholder will be paid in cash upon return of the stock certificate; and
(3) information concerning the sources of the liquidating distribution.
8. Management and Expenses of the Portfolio Subsequent to the
----------------------------------------------------------
Liquidating Distribution. The Portfolio shall bear all expenses incurred by it
- ------------------------
in carrying out this Plan of Liquidation and Dissolution including, but not
limited to, all printing, legal, accounting, custodian and transfer agency fees,
and the expenses of any reports to or meeting of stockholders. Any expenses and
liabilities attributed to the Portfolio subsequent to the mailing of the
liquidating distribution will be borne by Investment Research Company, the
Portfolio's Investment Advisor.
9. Power of Board of Trustees. The Board, and subject to the
--------------------------
trustees, the officers, shall have authority to do or authorize any or all acts
and things as provided for in the Plan and any and all such further acts and
things as they may consider necessary or desirable to carry out the purposes of
the Plan, including the execution and filing of all certificates, documents,
information returns, tax returns and other papers which may be necessary or
appropriate to implement the Plan. The death, resignation or disability of any
trustee or any officer of the Fund shall not impair the authority of the
surviving or remaining trustees or officers to exercise any of the powers
provided for in the Plan.
10. Amendment of Plan. The Board shall have the authority to
-----------------
authorize such variations from or amendments of the provisions of the Plan as
may be necessary or appropriate to effect the marshalling of Portfolio assets
and the dissolution, complete liquidation and termination of the existence of
the Portfolio, and the distribution of its net assets to stockholders in
accordance with the laws of the State of Delaware and the purposes to be
accomplished by the Plan.
UAM FUNDS TRUST on behalf of
IRC Enhanced Index Portfolio
For the Board of Trustees
By: _______________________
Chairman
Date: April __, 1998 Accepted:
Investment Research Company
By: _______________________