SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN 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:
-------------------------------------------------------------------------
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
September ___, 2001
Dear Shareholder:
I am writing to all shareholders of the C&B Equity Portfolio, C&B Equity
Portfolio for Taxable Investors and C&B Mid Cap Equity Portfolio (the
"Reorganizing Portfolios") and the C&B Balanced Portfolio (the "Liquidating
Portfolio") (all portfolios are collectively referred to as the "C&B
Portfolios") to inform you of a special meeting of shareholders to be held
October 19, 2001. Before that special meeting, I would like your vote on the
important issues affecting your portfolio as described in the attached proxy
statement. This is a very important meeting that has been called to consider
four proposals requiring your vote as a shareholder.
The proxy statement includes proposals relating to the approval of a new
investment advisory agreement for each C&B Portfolio, the approval of a
reorganization ("Reorganization") with respect to each Reorganizing Portfolio
and the liquidation of the Liquidating Portfolio. More specific information
about all the proposals is contained in the proxy statement, which you should
consider carefully.
The Board of Directors of your C&B Portfolios 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(s) in the enclosed postage-paid
envelope. You will receive proxy cards for each portfolio in which you own
shares. Please sign and return each card you receive.
If we do not receive your completed proxy card promptly, you may be contacted by
a representative of UAM Funds, Inc. (the "UAM Funds") who will remind you to
vote your shares.
Your vote is important. We thank you for taking this matter seriously and
participating in this important process.
Sincerely,
James F. Orr, III
Chairman
UAM Funds, Inc.
IMPORTANT NEWS FOR SHAREHOLDERS OF THE C&B PORTFOLIOS
While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of some matters affecting the C&B Equity Portfolio, C&B
Equity Portfolio for Taxable Investors and C&B Mid Cap Equity Portfolio (the
"Reorganizing Portfolios") and the C&B Balanced Portfolio (the "Liquidating
Portfolio") (all portfolios are collectively referred to as the "C&B
Portfolios") that require a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. What Is Happening To The Reorganizing Portfolios?
A. Until recently, all investment decisions regarding each of the C&B
Portfolios were made by Cooke & Bieler, Inc., a wholly-owned subsidiary of
Old Mutual (US) Holdings Inc. ("Old Mutual US"). Eight key employees of
Cooke & Bieler, Inc. organized a new company Cooke & Bieler, L.P. Cooke &
Bieler, L.P. purchased the investment advisory business of Cooke & Bieler,
Inc. on June 1, 2001. In connection with the purchase of the investment
advisory business of Cooke & Bieler, Inc., Old Mutual US and Cooke &
Bieler, L.P. agreed, subject to your approval, to a Reorganization pursuant
to which the assets of the Reorganizing Portfolios will be transferred to
new portfolios, to be called the C&B (AIC) Portfolios, which will be three
series of The Advisors' Inner Circle Fund ("AIC Trust") and shareholders of
the Reorganizing Portfolios will receive shares of equivalent value and
number in C&B (AIC) Portfolios. Cooke & Bieler, L.P. will make all
investment decisions for the C&B (AIC) Portfolios, SEI Investments Mutual
Funds Services will serve as administrator and SEI Investments Distribution
Co. will serve as the distributor to the C&B (AIC) Portfolios.
The following pages give you additional information about the sale to Cooke
& Bieler, L.P. and the reorganization of the Reorganizing Portfolios and
the proposals on which you are being asked to vote. The Board of Directors
of UAM Funds, Inc. including those who are not affiliated with Old Mutual
US, Cooke & Bieler, L.P., UAM Funds, Inc. or their respective affiliates,
unanimously recommends that you vote for these proposals.
Q. What Is Happening to the Liquidating Portfolio?
A. The Board has proposed to liquidate the Liquidating Portfolio because of
its relatively small size and its limited prospects for growth in assets.
Q. Why Did You Send Me This Booklet?
A. You are receiving these proxy materials - a booklet that includes a Notice
of Special Meeting of Shareholders, the Proxy Statement and a proxy card(s)
- because you have the right to vote on the important proposals concerning
your investment in your C&B Portfolio(s).
Q. Why Are Multiple Cards Enclosed?
A. If you own shares of more than one C&B Portfolio you will receive a proxy
card for each portfolio in which you own shares.
Q. Why Am I Being Asked to Vote on the New Advisory Agreement in Proposal No.
1?
A. The purchase of the investment advisory business of Cooke & Bieler, Inc.
from Old Mutual US by Cooke & Bieler, L.P. constituted an "assignment," as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the C&B Portfolios' investment advisory agreements. As
required by the 1940 Act, the C&B Portfolios' investment advisory
agreements automatically terminated as a result of the assignment. The
Board has proposed continuation of the advisory services under new
investment advisory agreements between the C&B Portfolios and Cooke &
Bieler, L.P. for approval by shareholders of each of the C&B Portfolios.
The new advisory agreement is substantially similar in all material
respects to the previous advisory agreements between Cooke & Bieler, Inc.
and UAM Funds, Inc. Each C&B Portfolio's investment objective and advisory
fee rate will remain unchanged.
Q. What Happens If A New Advisory Agreement Is Not Approved?
A. If the shareholders of a C&B Portfolio do not approve a new investment
advisory agreement, the Board of UAM Funds, Inc. will take such further
action as it deems to be in the best interests of the shareholders of such
C&B Portfolio.
Q. Why Am I Being Asked To Vote On The Proposed Reorganization In Proposal No.
2?
A. A shareholder vote is required to approve a transfer of the assets and
liabilities of one series or portfolio of a mutual fund to a new series or
portfolio of another mutual fund. The proposed Reorganization requires
shareholder approval because the assets and liabilities of the Reorganizing
Portfolios will be transferred to the new C&B (AIC) Portfolios under the
AIC Trust.
Q. What Happens If The Proposed Reorganization Is Not Approved?
A. If the shareholders of a Reorganizing Portfolio do not approve the
Reorganization, the Reorganization will not close and the Board of UAM
Funds, Inc. will take such further action as it deems to be in the best
interests of the shareholders of such Reorganizing Portfolio.
-2-
Q. How Will The Proposed Reorganization Affect Me?
A. The C&B (AIC) Portfolios' investment objectives, investment restrictions
and fees and expenses will be identical to those of the Reorganizing
Portfolios. The C&B (AIC) Portfolios will not be, however, part of UAM
Funds, Inc. The C&B (AIC) Portfolios will be separate series of the AIC
Trust and you will become a shareholder of those portfolios after the
Reorganization, if the shareholders approve it. SEI Investments Mutual
Funds Services will provide administrative services and SEI Investments
Distribution Co. will serve as distributor to the C&B (AIC) Portfolios.
The Reorganization will not be taxable for federal income tax purposes for
the shareholders of the Reorganizing Portfolios.
Q. Why Am I Being Asked to Vote for the Liquidation of the Liquidating
Portfolio in Proposal No. 3?
A. The Board of Directors of UAM Funds, Inc. is proposing to liquidate the
Liquidating Portfolio because of its relatively small size and its limited
prospects for growth in assets. If the shareholders of the Liquidating
Portfolio approve the recommendation to liquidate it, the Portfolio will
return to each of its shareholders the proceeds of the liquidation. Once
you receive your proceeds, you may pursue any investment option you wish.
Q. How Does the Board Recommend That I Vote?
A. After careful consideration, the Board, including those Directors who are
not affiliated with the UAM Funds, Inc., Old Mutual US or its affiliated
companies and Cooke & Bieler, L.P. and its affiliated companies, recommend
that you vote FOR all of the proposals on the enclosed proxy card(s).
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, facsimile or in
person. If you need more information on how to vote, or if you have any
questions, please call your portfolio'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.
-3-
UAM Funds, Inc.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 2001
NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of shareholders of
the C&B Equity Portfolio, C&B Equity Portfolio for Taxable Investors and C&B Mid
Cap Equity Portfolio (the "Reorganizing Portfolios") and the C&B Balanced
Portfolio (the "Liquidating Portfolio") (all portfolios are collectively
referred to as the "C&B Portfolios"), each a series of UAM Funds, Inc. ("UAM
Funds"), will be held at the offices of UAM Funds' administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456 at 10:00 a.m. Eastern
time on October 19, 2001 for the following purposes:
1. To approve a new investment advisory agreement between Cooke & Bieler, L.P.
and UAM Funds on behalf of each of the C&B Portfolios, a form of which is
attached to the Proxy Statement as Exhibit A.
2. To approve a reorganization as set forth in an Agreement and Plan of
Reorganization and Liquidation between UAM Funds, on behalf of each C&B
Portfolios, and The Advisors' Inner Circle Fund, on behalf of the "new" C&B
Portfolios and attached as Exhibit B to the Proxy Statement.
3. To approve the liquidation and termination of the Liquidating Portfolio, as
set forth in a Plan of Liquidation adopted by the Board of Directors of UAM
Funds and attached to the Proxy Statement as Exhibit C.
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 August 13, 2001, 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.
By Order of the Board of Directors of the UAM Funds
Linda T. Gibson
Vice President and Secretary
Boston, Massachusetts
______________, 2001
Shareholders are requested to mark, date, sign and return promptly in the
enclosed envelope the accompanying proxy card, which is being solicited by the
Board of Directors of UAM Funds. This is important to ensure a quorum at the
Meeting. Shareholders may also have their votes recorded via facsimile. Please
call 1-877-826-5465 for more information. Proxies may be revoked at any time
before they are exercised by submitting to UAM Funds a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
voting in person. However, attendance at the Meeting will not by itself serve
to revoke a proxy.
UAM Funds, Inc.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-UAM-LINK (826-5465)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
C&B Equity Portfolio
C&B Equity Portfolio For Taxable Investors
C&B Mid Cap Equity Portfolio
C&B Balanced Portfolio
TO BE HELD ON OCTOBER 19, 2001
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of the UAM Funds, Inc. (the "UAM Funds") for the special
meeting of shareholders of the C&B Equity Portfolio, C&B Equity Portfolio for
Taxable Investors and C&B Mid Cap Equity Portfolio (the "Reorganizing
Portfolios") and the C&B Balanced Portfolio (the "Liquidating Portfolio") (all
portfolios are collectively referred to as the "C&B Portfolios") to be held at
the offices of UAM Fund's administrator, SEI Investments, One Freedom Valley
Drive, Oaks, PA 19456 on October 19, 2001 at 10:00 a.m. (the "Meeting"), and
all adjournments thereof. Shareholders of record at the close of business on
August 13, 2001 (the "Record Date"), are entitled to notice of, and to vote at,
the Meeting. This proxy statement and the accompanying notice of special
meeting and proxy card are first being mailed to shareholders on or about
September ___, 2001.
As used in this proxy statement, the UAM Funds' Board of Directors is referred
to as a "Board," and the term "Director" includes each director of the UAM
Funds. A Director who is an interested person of the UAM Funds as defined in
the Investment Company Act of 1940, as amended (the "1940 Act") is referred to
in this proxy statement as an "Interested Director." A Director may be an
interested person of the UAM Funds because he or she is affiliated with one of
the UAM Funds' investment advisers, Old Mutual (US) Holdings Inc. ("Old Mutual
US") or the UAM Funds' principal underwriter. Directors who are not interested
persons of the UAM Funds are referred to in this proxy statement as "Independent
Directors."
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(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, 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, by facsimile,
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 UAM Funds at 1-877-826-5465.
The C&B Portfolios expect that the solicitation of proxies from
shareholders will be made by mail or facsimile, but solicitation also may
be made by telephone communications from officers or employees of Old
Mutual US or its affiliates, who will not receive any compensation
therefore from the C&B Portfolios. The costs of the solicitation of
proxies and the costs of holding the Meeting will be borne by both the C&B
Portfolios and Cooke & Bieler, L.P.
All proxy cards solicited that are properly executed and received in time
to be voted at the Meeting will be voted at the Meeting and 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 1,
2 and 3.
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 proposals 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 approval of Proposal 1 with respect to a particular C&B Portfolio
requires the affirmative vote of a "majority of the outstanding voting
securities," as defined in the 1940 Act, of the particular C&B Portfolio.
Each C&B Portfolio will vote separately with respect to each proposal.
Under 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. The approval of Proposal 2 with respect to a particular C&B
Portfolio requires the affirmative vote of an absolute majority of the
shares of such C&B Portfolio entitled to vote. The approval of Proposal 3
with respect to the Liquidating Portfolio requires the affirmative vote of
an absolute majority of the shares of the Liquidating Portfolio entitled to
vote.
-2-
Summary of Proposals
- ------------------------------------------------------------------------------------------------------------------
Proposal Affected Portfolios (Shareholders of each Portfolio will
vote separately)
- ------------------------------------------------------------------------------------------------------------------
Proposal 1 - To approve a new investment advisory C&B Equity Portfolio
agreement between Cooke & Bieler, L.P. and UAM Funds C&B Equity Portfolio for Taxable Investors
on behalf of each of the C&B Portfolios, a form of C&B Mid Cap Equity Portfolio
which is attached to this Proxy Statement as Exhibit A C&B Balanced Portfolio
- ------------------------------------------------------------------------------------------------------------------
Proposal 2 - To approve a reorganizing transaction as C&B Equity Portfolio
set forth in an Agreement and Plan of Reorganization C&B Equity Portfolio for Taxable Investors
and Liquidation between UAM Funds, on behalf of each C&B Mid Cap Equity Portfolio
C&B Portfolio, and The Advisors' Inner Circle Fund,
on behalf of the "new" C&B Portfolios and attached as
Exhibit B to this Proxy Statement
- ------------------------------------------------------------------------------------------------------------------
Proposal 3 - To approve the liquidation and C&B Balanced Portfolio
termination of the Liquidating Portfolio, as set
forth in a Plan of Liquidation adopted by the Board
of Directors of the UAM Funds and attached as Exhibit
C to this Proxy Statement
- ------------------------------------------------------------------------------------------------------------------
PROPOSAL 1 - APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS
- -----------------------------------------------------------
Introduction
Until recently, all investment decisions regarding the C&B Portfolios were
made by Cooke & Bieler, Inc. (the "Old Adviser"), a wholly-owned subsidiary
of Old Mutual US. Eight key employees of the Old Adviser organized Cooke &
Bieler, L.P. (the "New Adviser"), and on June 1, 2001 the New Adviser
purchased the investment advisory business of the Old Adviser. In
connection with the purchase of the Old Adviser's business, UAM Funds and
The Advisors' Inner Circle Fund ("AIC Trust") agreed, subject to
shareholder approval, to a reorganization (the "Reorganization") pursuant
to which the assets of the Reorganizing Portfolios would be transferred to
new portfolios, called the C&B (AIC) Portfolios, which will be three series
of the AIC Trust. The New Adviser will make all investment decisions, SEI
Investments Mutual Funds Services ("SEI") will serve as administrator and
shareholder servicing agent and SEI Investments Distribution Co. will serve
as distributor for the C&B (AIC) Portfolios. DST Systems, Inc. will serve
as transfer agent and First Union National Bank will serve as custodian to
the AIC Trust. The New Adviser is located at 1700 Market Street,
Philadelphia, PA 19103.
The purchase of the business of the Old Adviser by the New Adviser
constituted an "assignment," as that term is defined in the 1940 Act, of
the C&B Portfolios' investment advisory agreements. As required by the
1940 Act, the C&B Portfolios' investment advisory agreements automatically
terminated as a result of the assignment. The Board has proposed
continuation of the advisory services under new investment advisory
-3-
agreements between the C&B Portfolios and the New Adviser pending approval
by shareholders of each of the C&B Portfolios. A form of the new
investment advisory agreement is attached to this Proxy Statement as
Exhibit A. Except for the time periods covered by the agreements and the
provision relating to the duration of the agreements, the new investment
advisory agreements are identical in all material respects to the C&B
Portfolios' previous investment advisory agreement. In addition, each C&B
Portfolio's advisory fee rate is unchanged.
With respect to duration of the new investment advisory agreements, each
new investment advisory agreement provides that unless terminated as
provided therein, the agreement shall continue for two years. Thereafter,
each agreement shall continue in effect for successive annual periods
provided such continuance is specifically approved at least annually by (a)
by the vote of a majority of those members of the Board of Directors who
are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of UAM Funds or (c) by vote of
a majority of the outstanding voting securities of each Fund. Under each
C&B Portfolios' previous investment advisory agreement, the investment
advisory agreement continued until the earlier of June 30, 2001 or the date
of the first annual or special meeting of the shareholders of the Fund.
The provisions for their continuance thereafter are identical to the new
investment advisory agreements. The new investment advisory agreements
with the AIC Trust do not require your approval, but they will be
substantially similar in all material respects to the form of Investment
Advisory Agreement attached to this Proxy Statement as Exhibit A.
Information on Investment Advisory Fees and Annual Expense Limitation
Each C&B Portfolio paid the Old Adviser annual advisory fees at the rates
of 0.63% of the average daily net assets of the C&B Equity Portfolio, C&B
Equity Portfolio for Taxable Investors, C&B Mid Cap Equity Portfolio and
C&B Balanced Portfolio. In addition, the Old Adviser voluntarily agreed to
limit the total expenses of each C&B Portfolio to 1.00% of its average
daily net assets. To maintain this expense limit, the Old Adviser was
permitted to waive a portion of its management fee and/or reimburse certain
expenses of each C&B Portfolio. As a result of the termination of the
investment advisory agreements with the C&B Portfolios, the New Adviser is
currently being paid only for its costs in managing the C&B Portfolios.
The New Adviser intends to maintain the same fees and limitations from the
previous agreements for the C&B Portfolios if the investment advisory
agreements are approved by shareholders. For the fiscal year ended October
31, 2000, the C&B Equity Portfolio, C&B Equity Portfolio for Taxable
Investors, C&B Mid Cap Equity Portfolio and C&B Balanced Portfolio, paid
the Old Adviser $303,795, $16,158, $8,072 and $39,201, respectively,
excluding fee waivers. After giving effect to the Old Adviser's fee
waivers, the C&B Equity Portfolio, C&B Equity Portfolio for Taxable
Investors, C&B Mid Cap Equity Portfolio and C&B Balanced Portfolio paid
$268,130, $0, $0 and $0 in advisory fees during the fiscal year ended
October 31, 2000.
-4-
Information on the New Adviser
The New Adviser is a registered investment adviser formed by eight key
employees of the Old Adviser to purchase the investment advisory business
of the Old Adviser from Old Mutual US, which was completed on June 1, 2001.
The Old Adviser was formed in 1951 and became a subsidiary of United Asset
Management Corporation ("UAM") in 1986. On September 26, 2000, UAM,
formerly the parent company of the Old Adviser, was acquired by Old Mutual
plc. ("Old Mutual") and OM Acquisition Corp. ("OMAC"), a wholly-owned
subsidiary of Old Mutual, merged with UAM. UAM subsequently changed its
name to Old Mutual (US) Holdings Inc. In connection with these
transactions, new investment advisory agreements were approved by
shareholders of the C&B Equity Portfolio for Taxable Investors and C&B
Balanced Portfolio on October 27, 2000, the C&B Mid Cap Equity Portfolio on
November 3, 2000, and the C&B Equity Portfolio on December 15, 2000. The
former advisory contracts were last approved by the Board on August 4,
2000. The Old Adviser served as investment adviser of the C&B Portfolios
from their inception (May 15, 1990 with respect to the C&B Equity
Portfolio, February 12, 1997 with respect to the C&B Equity Portfolio for
Taxable Investors, February 18, 1998 for the C&B Mid Cap Equity Portfolio
and December 31, 1989 for the C&B Balanced Portfolio) until the sale to the
New Adviser. The C&B Portfolios are currently being managed at cost by the
New Adviser.
The New Adviser provides investment management services to a diversified
group of clients including corporations, foundations, endowments, pension
and profit sharing plans, trusts, estates and other institutions and
individuals. Currently, the New Adviser has approximately $1.7 billion
under management. The New Adviser currently has 21 employees, including 11
investment professionals. These investment professionals are between 29
and 59 years old, and the New Adviser anticipates that this team will
provide leadership for the New Adviser for the future.
The name, address and principal occupation of each general partner of the
New Adviser is as follows:
General Partners Title Occupation
---------------- ----- ----------
Samuel H. Ballam, III Partner Marketing/Client Service
Kermit S. Eck Partner Portfolio Manager
John J. Medveckis Partner Portfolio Manager
Michael M. Meyer Partner Portfolio Manager
James R. Norris Partner Portfolio Manager
R. James O'Neil Partner Portfolio Manager
Bruce A. Smith Partner Trading/Operations
Mehul Trivedi, CFA Partner Portfolio Manager
The address for each of the persons listed above is c/o Cooke & Bieler,
L.P., 1700 Market Street, Philadelphia, PA 19103. Mr. Eck and Mr. Norris
have primary management
-5-
responsibilities with respect to the C&B Portfolios. John McNiff, who owns
20% of the New Adviser, is not a general partner and has no management
responsibilities for the New Adviser.
Information on Other Investment Companies Advised by the New Adviser
The New Adviser also manages a fund named The Finance Company of
Pennsylvania. The fund's objective is to invest and reinvest its capital
in a widely diversified portfolio of securities with a view to holding
those which appear to offer sound possibilities of current income and
future growth of principal. The portion of the fund's assets managed by the
New Adviser are approximately $19,850,013 million. The adviser contractual
fee is 0.50% and 0.50% after fee waivers.
Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that a manager or investment adviser
(such as the Old Adviser) to a registered investment company, and the
affiliates of such adviser (such as Old Mutual US), 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), the New Adviser and
Old Mutual US have agreed that for a period of three (3) years, they will
not take or recommend any action that would cause more than 25% of the UAM
Funds' directors or AIC Trust's trustees to be interested persons of the
entity acting as the C&B Portfolios' or C&B (AIC) Portfolios' investment
adviser.
With respect to the second condition of Section 15(f), an unfair burden on
an investment company is defined in the 1940 Act to include any arrangement
during the two-year period after any such transaction occurs whereby the
manager or investment adviser or its predecessor or successor, or any
interested person of such adviser, predecessor or successor, receives or is
entitled to receive any compensation of two types, either directly or
indirectly. The first type is compensation from any person in connection
with the purchase or sale of securities or other property to, from or on
behalf of the investment company, other than bona fide ordinary
compensation as principal underwriter for such company. The second type is
compensation from the investment company or its security holders for other
than bona fide investment advisory or other services.
The New Adviser and Old Mutual US have agreed not to take or recommend any
action that would constitute an unfair burden on the C&B Portfolios or the
C&B (AIC) Portfolios within the meaning of Section 15(f).
-6-
Description of the New Investment Advisory Agreements
Pursuant to each C&B Portfolio's proposed investment advisory agreement,
the New Adviser will act as its investment adviser.
Each C&B Portfolio's previous investment advisory agreement and proposed
investment advisory agreement require the New Adviser to:
. Manage the investment and reinvestment of the C&B Portfolio's assets;
. Continuously review, supervise and administer the investment program
of the C&B Portfolio; and
. Determine what portion of the C&B Portfolio's assets will be invested
in securities and what portion will consist of cash.
The New Adviser is also required to render regular reports to the UAM
Funds' officers and Board concerning the New Adviser's discharge of its
responsibilities.
The previous and proposed investment advisory agreements also authorize the
New Adviser to select the brokers or dealers that will execute the
purchases and sales of securities of the C&B Portfolios and direct the New
Adviser to use its best efforts to obtain the best available price and most
favorable execution. Subject to policies established by the Board, the New
Adviser may also effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the New
Adviser 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 New Adviser's overall responsibilities with
respect to the applicable C&B Portfolio.
The previous and proposed investment advisory agreements of the C&B
Portfolio obligate the New Adviser 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 C&B
Portfolios' registration statement and applicable laws and regulations.
Under the terms of the previous and the proposed investment advisory
agreements, the New Adviser 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.
Each C&B Portfolio's previous and proposed investment advisory agreements
provide that the New Adviser shall have no liabilities in connection with
rendering services thereunder, other than liabilities resulting from the
New Adviser's willful misfeasance, bad faith, gross negligence, reckless
disregard of its duties or breach of fiduciary duty with respect to
compensation of services.
-7-
Recommendation of Directors
On June 29, 2001, representatives of Old Mutual US and the New Adviser
advised the Independent Directors that Old Mutual US and the New Adviser
had entered into an acquisition agreement and the transaction had been
consummated on June 1, 2001. In addition, the general terms of the
acquisition and the perceived benefits for each C&B Portfolio's
shareholders were discussed with the Board. The Board considered the
following factors to be of greatest importance with respect to the new
investment advisory agreements: (i) the fact that the compensation payable
under the new advisory agreements will be at the same rate as the
compensation payable under the previous investment advisory agreements;
(ii) the performance record of the New Adviser; (iii) the nature and
quality of services expected to be rendered by the New Adviser; (iv) the
history, reputation, qualifications and background of personnel of the New
Adviser; and (v) the New Adviser's style of investing. The Independent
Directors discussed the management buyout with representatives of Old
Mutual US and the New Adviser. The independent directors were assisted in
their review of this information by their independent legal counsel.
On June 29, 2001, the Board, including a majority of the independent
directors, voted to approve the new investment advisory agreements with the
New Adviser for the C&B Portfolios and to recommend approval of the
agreements to shareholders.
The Directors Unanimously Recommend That Shareholders of the C&B Portfolios Vote
to Approve Proposal 1.
PROPOSAL 2 - APPROVAL OF THE REORGANIZATION
- -------------------------------------------
Summary of the Reorganization
In addition to the approval discussed above, shareholders of the
Reorganizing Portfolios are being asked to vote on the Reorganization,
pursuant to which each of the Reorganizing Portfolios will transfer all of
its assets and liabilities to one of three newly-organized portfolios, to
be called the "new" C&B Equity Portfolio, "new" C&B Equity Portfolio for
Taxable Investors and "new" C&B Mid Cap Equity Portfolio (each a "C&B (AIC)
Portfolio" and collectively the "C&B (AIC) Portfolios"), which will be
three series of The Advisors' Inner Circle Fund ("AIC Trust") to be
administered by SEI. As a result of the proposed Reorganization, each
Reorganizing Portfolio shareholder will become a shareholder of the
corresponding C&B (AIC) Portfolio and immediately after the Reorganization
will hold shares of such C&B (AIC) Portfolio with a total dollar value and
number equal to the total dollar value and number such shareholder held in
the Reorganizing C&B Portfolio immediately prior to the Reorganization.
The New Adviser will make all investment decisions for the C&B (AIC)
Portfolios and SEI and its affiliates will serve as administrator,
distributor and shareholder servicing agent. DST Systems, Inc. will serve
as transfer agent and First Union National Bank will serve as custodian to
the AIC Trust. The Agreement further provides for the amendment of the UAM
Funds Charter to cancel all of the issued and outstanding shares of the
Reorganizing Portfolios. It is currently anticipated that the
Reorganization will occur in the fourth quarter of 2001.
-8-
Description of the Agreement and Plan of Reorganization and Liquidation
The Agreement by and between UAM Funds, on behalf of each of the
Reorganizing Portfolios, and the AIC Trust, on behalf of each of the C&B
(AIC) Portfolios, provides for: (i) the transfer of all of the assets of
the C&B Equity Portfolio solely in exchange for shares of beneficial
interest of the "new" C&B Equity Portfolio and the assumption by the "new"
C&B Equity Portfolio of all liabilities of the C&B Equity Portfolio,
followed by the distribution on the closing date of the "new" C&B Equity
Portfolio's shares to the holders of the C&B Equity Portfolio shares (ii)
the transfer of all of the assets of the C&B Equity Portfolio for Taxable
Investors solely in exchange for shares of beneficial interest of the "new"
C&B Equity Portfolio for Taxable Investors and the assumption by the "new"
C&B Equity Portfolio for Taxable Investors of all of the liabilities of the
C&B Equity Portfolio for Taxable Investors, followed by the distribution on
the closing date of the "new" C&B Equity Portfolio for Taxable Investors
shares to the holders of the C&B Equity Portfolio for Taxable Investors
shares, (iii) the transfer of all of the assets of the C&B Mid Cap Equity
Portfolio solely in exchange for shares of beneficial interest of the "new"
C&B Mid Cap Equity Portfolio and the assumption by the "new" C&B Mid Cap
Equity Portfolio of all of the liabilities of the C&B Mid Cap Equity
Portfolio, followed by the distribution on the closing date of the "new"
C&B Mid Cap Equity Portfolio's shares to the holders of the C&B Mid Cap
Equity Portfolio shares, and (iv) the amendment of the UAM Funds, Inc.
charter to cancel all of the issued and outstanding shares of each of the
Reorganizing Portfolios. On the closing date for the Reorganization,
anticipated to be November 2, 2001, if one or any Reorganizing Portfolios
obtain shareholder approval of the appropriate proposal for the
reorganization, each Reorganizing Portfolio obtaining such approval, shall
assign, deliver, and otherwise transfer all of its assets and assign all of
the liabilities to the corresponding C&B (AIC) Portfolio free and clear of
all liens and encumbrances, and such C&B (AIC) Portfolio will acquire all
the assets and will assume all of the liabilities of the corresponding
Reorganizing Portfolio, in exchange for shares of such C&B (AIC) Portfolio.
In addition, the Agreement provides that the net asset value per share of
each Reorganizing Portfolio and of each corresponding C&B (AIC) Portfolio
will be equal and the number of shares of each C&B (AIC) Portfolio issued
in exchange for shares of the corresponding Reorganizing C&B Portfolio will
equal the number of shares of such Reorganizing Portfolio issued and
outstanding at the time of the Reorganization. Following the liquidation
of each of the Reorganizing Portfolios, the outstanding shares of the
Reorganizing Portfolios will be cancelled on the books of the UAM Funds and
become unissued shares. Articles of Amendment further effecting
cancellation will be filed thereafter with the Maryland State Department of
Assessments and Taxation. The Agreement also provides that in the event
the Agreement is approved by only one or two Reorganizing Portfolios, the
failure of the other(s) Reorganizing Portfolio to consummate the
transactions contemplated by the Agreement shall not affect the
consummation or validity of the Reorganization with respect to the other
Reorganizing Portfolios.
The Agreement also provides that the AIC Trust will receive, prior to the
closing, an opinion of counsel to the effect that: (i) UAM Funds is duly
organized and validly existing under the laws of the State of Maryland and
the Reorganizing Portfolios are validly existing series of the UAM Funds;
(ii) UAM Funds is an open-end management investment company registered
under the 1940 Act; (iii) the Agreement, the
-9-
Reorganization provided for therein and the execution of the Agreement have
been duly authorized and approved by all requisite action on behalf of the
UAM Funds and has been duly executed and delivered by the UAM Funds on
behalf of the Reorganizing Portfolios and is a valid and binding obligation
of the UAM Funds on behalf of the Reorganizing Portfolios, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, and similar laws
or court decisions regarding enforcement of creditors' rights generally and
such counsel shall express no opinion with respect to the application of
equitable principles on any proceeding, whether at law or in equity, as to
the enforceability of any provision of the Agreement relating to remedies
after default, as to availability of any specific or equitable relief of
any kind or with respect to the provision of the Agreement intended to
limit liability for a particular matter for a particular Acquired Fund and
its assets, including but not limited to Section 21 of the Agreement; and
(iv) to the best of counsel's knowledge, no consent, approval, order or
other authorization of any federal or state court or administrative or
regulatory agency is required for the UAM Funds to enter into the Agreement
or carry out its terms on behalf of the Reorganizing Portfolios that has
not been obtained other than where the failure to obtain such consent,
approval, order, or authorization would not have a material adverse affect
on the operations of the UAM Funds.
In addition, UAM Funds shall have received, prior to the closing, an
opinion of counsel to the effect that: (i) the AIC Trust and the C&B (AIC)
Portfolios are duly organized and validly existing under the laws of the
Commonwealth of Massachusetts; (ii) the AIC Trust is an open-end management
investment company registered under the 1940 Act; (iii) the Agreement, the
Reorganization provided for therein, and the execution of the Agreement
have been duly authorized and approved by all requisite corporate action on
behalf of each C&B (AIC) Portfolio and the Agreement has been duly executed
and delivered by the AIC Trust and is a valid and binding obligation of
each C&B (AIC) Portfolio, subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally; (iv) to the best of counsel's
knowledge, no consent, approval, order or other authorization of any
federal or state court or administration or regulatory agency is required
for the AIC Trust to enter into the Agreement or carry out its terms on
behalf of each of the C&B (AIC) Portfolios that has not already been
obtained, other than where the failure to obtain any such consent,
approval, order or authorization would not have a material adverse effect
on the operations of the C&B (AIC) Portfolios; and (v) the shares of each
C&B (AIC) Portfolio to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with the Agreement, will
be validly issued, fully paid and non-assessable.
Tax Consequences of the Reorganization
At the time of the closing, the UAM Funds and the AIC Trust each shall have
received an opinion of counsel, based upon customary officers' certificates
provided by each, substantially to the effect that for federal income tax
purposes: (1) no gain or loss will be recognized by a Reorganizing
Portfolio upon the transfer of its assets in exchange, solely for the
corresponding shares and the assumption by such C&B (AIC) Portfolio of that
Reorganizing Portfolio's stated liabilities; (2) no gain or loss will be
recognized by such C&B (AIC) Portfolio on its receipt of such Reorganizing
Portfolio's assets in exchange
-10-
for that C&B (AIC) Portfolio's shares and the assumption by that C&B (AIC)
Portfolio of such Reorganizing Portfolio's liabilities; (3) the basis of
such Reorganizing Portfolio's assets in such C&B (AIC) Portfolio's hands
will be the same as the basis of those assets in that Reorganizing
Portfolio's hands immediately before the conversion; (4) such C&B (AIC)
Portfolio's holding period for the assets transferred to the C&B (AIC)
Portfolios by such Reorganizing Portfolio will include the holding period
of those assets in the Reorganizing Portfolio's hands immediately before
the conversion; (5) no gain or loss will be recognized by such Reorganizing
Portfolio on the distribution of such C&B (AIC) Portfolio's shares to that
Reorganizing Portfolio's shareholders in exchange for their shares of the
Reorganizing Portfolio; (6) no gain or loss will be recognized to a
shareholder of such Reorganizing Portfolio as a result of the Reorganizing
Portfolio's distribution of such C&B (AIC) Portfolio's shares to that
Reorganizing Portfolio's shareholder in exchange for the Reorganizing
Portfolio's shareholder's shares of the Reorganizing Portfolio; (7) the
basis of such C&B (AIC) Portfolio's shares received by such Reorganizing
Portfolio's shareholders will be the same as the adjusted basis of that
Reorganizing Portfolio's shareholders' shares of the Reorganizing Portfolio
surrendered in exchange therefor; and (8) the holding period of such C&B
(AIC) Portfolio's shares received by such Reorganizing Portfolio's
shareholders will include the Reorganizing Portfolio's shareholders'
holding period for the Reorganizing Portfolio's shareholders' shares of the
Portfolio surrendered in exchange therefor, provided that such Reorganizing
Portfolio's shares were held as capital assets on the date of the
conversion.
The Reorganization is expected to qualify as a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended (the "Code"), with each of the C&B (AIC) Portfolios and the
Reorganizing Portfolios being "a party to a reorganization" within the
meaning of Section 368(b) of the Code. As a consequence, the
Reorganization will be tax-free for federal income tax purposes for each of
the C&B (AIC) Portfolios, the Reorganizing Portfolios and their respective
shareholders.
UAM Funds and AIC Trust have not sought, and will not seek, a private
ruling from the Internal Revenue Service ("IRS") with respect to the
federal income tax consequences of the Reorganization. The opinion of
counsel with respect to the federal income tax consequences of the
Reorganization is not binding on the IRS and does not preclude the IRS from
adopting a contrary position. Shareholders should consult their own
advisers concerning the potential tax consequences of the Reorganization to
them, including any applicable foreign, state or local income tax
consequences.
Description of UAM Funds and the Reorganizing Portfolios
UAM Funds was organized under the name "ICM Fund, Inc." as a Maryland
corporation on October 11, 1988. On January 18, 1989, the name was changed
to "The Regis Fund, Inc." On October 31, 1995, the name was changed again
to "UAM Funds, Inc." The principal executive office of UAM Funds is located
at One Freedom Valley Drive, Oaks, PA 19456. UAM Funds is an open-end
management investment company registered under the 1940 Act. The Articles
of Incorporation, as amended, permit its governing board to issue three
billion shares of common stock, with a $0.001 par value. The governing
board has the power to create and designate one or more series or classes
of shares of common stock and to classify or reclassify any unissued shares
at any time and
-11-
without shareholder approval. When issued and paid for, the shares of each
series and class are fully paid and non-assessable, and have no pre-emptive
rights or preferences as to conversion, exchange, dividends, retirement or
other features.
The shares of each series and class have non-cumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of members of the governing board can elect all of the members if
they choose to do so. On each matter submitted to a vote of the
shareholders, a shareholder is entitled to one vote for each full share
held (and a fractional vote for each fractional share held), then standing
in his or her name on the books. Shares of all classes will vote together
as a single class except when otherwise required by law or as determined by
the members of the UAM Funds' Board.
The Board of the UAM Funds has authorized two classes of shares in each
portfolio: Institutional and Institutional Service. Currently, only
Institutional Class Shares have been issued in each C&B Portfolio. The two
classes represent interests in the same assets of a portfolio.
The C&B Equity Portfolio has authorized 25,000,000 Institutional Class
Shares and 10,000,000 Institutional Service Class Shares. The C&B Equity
Portfolio for Taxable Investors has authorized 25,000,000 Institutional
Class Shares and 10,000,000 Institutional Service Class Shares. The C&B
Mid Cap Equity Portfolio has authorized 25,000,000 Institutional Class
Shares and 10,000,000 Institutional Service Class Shares. Each of the
Reorganizing Portfolios is a valid, existing series of UAM Funds.
The C&B Equity Portfolio seeks maximum long-term total return with minimal
risk to principal by investing in common stocks that have a consistency and
predictability in their earnings growth. Normally, the C&B Equity
Portfolio seeks to achieve its goal by investing in common stocks of any
size. The portfolio invests primarily in companies that the investment
adviser believes are undervalued.
The C&B Equity Portfolio for Taxable Investors seeks maximum long-term,
after-tax total return, consistent with minimizing risk to principal.
Normally, the C&B Equity Portfolio for Taxable Investors seeks to achieve
its goal by investing primary in common stocks of any size. The investment
adviser will try to minimize tax consequences for the portfolio's
shareholders by managing the amount of realized gains, which it attempts to
control by minimizing portfolio turnover. The portfolio invests primarily
in companies that the investment adviser believes are undervalued.
The C&B Mid Cap Equity Portfolio seeks maximum long-term total return,
consistent with minimizing risk to principal. The C&B Mid Cap Equity
Portfolio normally seeks its objective by investing under normal
circumstances, at least 65% of its assets in the common stock of companies
with middle market capitalizations (companies with market capitalizations
in the range of $500 million to $5 billion) or in common stocks of
companies whose market capitalizations are within the range of companies
contained in the Russell Mid Cap Value Index. The portfolio invests
primarily in companies that the adviser believes are undervalued.
-12-
The New Adviser will make investment decisions for the assets of each
Reorganizing Portfolio and will continuously review, supervise and
administer each Reorganizing Portfolio's investment program, subject to the
supervision of, and policies established by, the Board of Directors. For
its services, the New Adviser will be entitled to a fee, which is
calculated by applying an annual percentage rate of 0.63% to the average
daily net assets of each of the C&B Equity Portfolio, C&B Equity Portfolio
for Taxable Investors and C&B Mid Cap Equity Portfolio. Fees are
calculated daily and paid on a monthly basis. The New Adviser has
voluntarily agreed to limit the total expenses (excluding interest, taxes,
brokerage commissions and ordinary expenses) of each of the portfolios to
1.00%. Due to the expense cap, management fees collected by the adviser
will fluctuate depending on the amount of expenses incurred by each fund.
Currently, the New Adviser is being reimbursed for the costs of managing
the C&B Equity Portfolio, C&B Equity Portfolio for Taxable Investors and
C&B Mid Cap Equity Portfolio.
Description of the AIC Trust and C&B (AIC) Portfolios
The AIC Trust is organized under Massachusetts law as a business trust
pursuant to an Agreement and Declaration of Trust dated July 18, 1991, as
amended on February 18, 1997. The AIC Trust is an open-end management
investment company registered under the 1940 Act which has authorized
capital consisting of an unlimited number of shares of beneficial interest,
without par value, of separate series of the AIC Trust. The "new" C&B
Equity Portfolio, the "new" C&B Equity Portfolio for Taxable Investors and
the "new" C&B Mid Cap Equity Portfolio will be duly organized and validly
existing series of the AIC Trust at the time of the Reorganization.
Shareholders of AIC Trust shares are entitled to one vote for each full
share held and fractional votes for fractional shares. On any matter
submitted to a vote of shareholders, all shares of the Trust entitled to
vote shall be voted on by individual series or class, except that (i) when
so required by the 1940 Act, then shares shall be voted in the aggregate
and not by individual series or class, and (ii) when the trustees of the
Trust (the "Trustees") have determined that the matter only affects the
interest of one or more series or class, then only shareholders of such
series or class(es) shall be entitled to vote. The AIC Trust's Declaration
of Trust provides that any action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be
cast thereon, subject to any applicable requirements of the 1940 Act.
The AIC Trust's Declaration of Trust permits any one or more series, either
as the successor, survivor or non-survivor to (i) consolidate or merge with
one or more other trusts, partnerships, associations or corporations,
including any series or class thereof, organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States; or
(ii) transfer a substantial portion of its assets to one or more other
trusts, partnerships, associations or corporations, including any series or
class thereof, organized under the laws of the Commonwealth of
Massachusetts or any other state of the United States, any such
consolidation, merger or transfer to be upon such terms and conditions as
are specified in an agreement and plan or reorganization authorized and
approved by the Trustees and entered into by the relevant series in
connection therewith. Any such consolidation, merger or transfer may be
authorized by vote of a majority of the Trustees then in office without the
approval of shareholders of any series.
-13-
The AIC Trust will not hold annual meetings of shareholders, but special
meetings of shareholders may be held under certain circumstances. A
special meeting of the shareholders may be called at any time by the
Trustees, by the president or, if the Trustees and the president shall fail
to call any meeting of shareholders for a period of 30 days after written
application of one or more shareholders who hold at least 10% of all shares
issued and outstanding and entitled to vote at the meeting, then such
shareholders may call the meeting.
The AIC Trust's affairs are supervised by the Trustees under the laws
governing business trusts in the Commonwealth of Massachusetts. Trustees
of the Trust are elected by shareholders holding a majority of shares
entitled to vote. Trustees hold office until their successors are duly
elected and qualified or until their death, removal or resignation.
Shareholders may remove a Trustee by vote of a majority of the votes
entitled to vote, with or without cause. A Trustee elected thereby serves
for the balance of the term of the removed Trustee.
Pursuant to the AIC Trust's Declaration of Trust, the shareholders of the
AIC Trust generally are not personally liable for the acts, omissions or
obligations of the Trustees or the Trust. In addition, the Trustees shall
not be personally liable for any obligation of the Trust. The Trust will
indemnify its Trustees and officers against all liabilities and expenses
except for liabilities arising from such person's willful misfeasance, bad
faith, gross negligence or reckless disregard of that person's duties.
Although the rights of an interest holder of a Massachusetts business trust
vary in certain respects from the rights on a shareholder of a Maryland
corporation, the attributes of a share of beneficial interest of the AIC
Trust are substantially similar to those of a share of common stock of the
UAM Funds. Each share of the AIC Trust and UAM Funds represents an equal
proportionate interest in the related investment portfolio with other
shares of the same class (if applicable) and is entitled to dividends and
distributions on the assets belonging to such investment portfolio as are
declared in the discretion of the Board of Directors of UAM Funds or the
Board of Trustees of AIC Trust, as the case may be. Shares of both the UAM
Funds and AIC Trust are entitled to one vote for each full share held and
fractional votes for fractional shares held.
The investment objectives, policies and limitations of each C&B (AIC)
Portfolio will be substantially similar to its corresponding C&B Portfolio.
The "new" C&B Equity Portfolio will seek maximum long-term total return
with minimal risk to principal by investing in common stocks that have a
consistency and predictability in their earnings growth. Normally, the
"new" C&B Equity Portfolio will seek to achieve its goal by investing in
common stocks of any size. The portfolio will invest primarily in
companies that the New Adviser believes are undervalued.
The "new" C&B Equity Portfolio for Taxable Investors will seek maximum
long-term, after-tax total return, consistent with minimizing risk to
principal. Normally, the "new" C&B Equity Portfolio for Taxable Investors
will seek to achieve its goal by investing primarily in common stocks of
any size. The New Adviser will try to minimize tax
-14-
consequences for the portfolio's shareholders by managing the amount of
realized gains, which it attempts to control by minimizing portfolio
turnover. The portfolio will invest primarily in companies that the New
Adviser believes are undervalued.
The "new" C&B Mid Cap Equity Portfolio will seek maximum long-term total
return, consistent with minimizing risk to principal. The "new" C&B Mid
Cap Equity Portfolio normally will seek its objective by investing under
normal circumstances, at least 65% of its assets in the common stock of
companies with middle market capitalizations (companies with market
capitalizations in the range of $500 million to $5 billion) or in common
stocks of companies whose market capitalizations are within the range of
companies contained in the Russell Mid Cap Value Index. The portfolio will
invest primarily in companies that the New Adviser believes are
undervalued.
The C&B (AIC) Portfolios will have substantially similar procedures for
purchasing, redeeming and exchanging shares as the Reorganizing Portfolios.
Shareholders of the Reorganizing Portfolios currently are permitted to
exchange their shares for shares of any other portfolio of the UAM Funds at
no charge. Shareholders of the C&B (AIC) Portfolios, however, will only be
permitted to exchange their shares at no charge for shares of the other C&B
(AIC) Portfolio, not for shares of the other portfolios in the AIC Trust.
Following the conclusion of the Reorganization, the New Adviser will serve
as investment adviser to the "new" C&B Equity Portfolio, the "new" C&B
Equity Portfolio for Taxable Investors and the "new" C&B Mid Cap Equity
Portfolio. The investment advisory agreement between the New Adviser and
the AIC Trust is substantially similar to the advisory agreement that
exists between the Old Adviser and UAM Funds on behalf of the Reorganizing
Portfolios. Significantly, both investment advisory agreements provide for
the same fees, duties, and standards of care. For its services, the New
Adviser is entitled to a fee, which is calculated at a rate of 0.63% of the
average daily net assets of each of the "new" C&B (AIC) Portfolios. Fees
are calculated daily and paid on a monthly basis.
The tables below set forth comparative fee and expense information for both
the Reorganizing Portfolios and the C&B (AIC) Portfolios:
C&B Equity "new" C&B Equity
Portfolio (l) Portfolio (2)
Annual Fund Operating Expense (expenses that are deducted from fund assets)
______________________________________________________________________________
Management Fees
0.63% 0.63%
______________________________________________________________________________
-15-
Other Expenses 0.44% 0.44%
- ------------------------------------------------------------------------------
Total Operating Expenses 1.07% 1.07%
- ------------------------------------------------------------------------------
C&B Equity "new" C&B Equity
Portfolio for Portfolio for
Taxable Investors (1) Taxable Investors (2)
Shareholder Transaction Fees (fees paid directly from your investment)
- ------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed) 1.00% 1.00%
- ------------------------------------------------------------------------------
Annual Fund Operating Expense (expenses that are deducted from fund assets)
- ------------------------------------------------------------------------------
Management Fees 0.63% 0.63%
- ------------------------------------------------------------------------------
Other Expenses 4.82% 4.82%
- ------------------------------------------------------------------------------
Total Operating Expenses 5.45% 5.45%
- ------------------------------------------------------------------------------
C&B Mid Cap "new" C&B Mid Cap
Equity Portfolio (1) Equity Portfolio (2)
Annual Fund Operating Expense (expenses that are deducted from fund assets)
- ------------------------------------------------------------------------------
Management Fees 0.63% 0.63%
- ------------------------------------------------------------------------------
Other Expenses 8.97% 8.97%
- ------------------------------------------------------------------------------
Total Operating Expenses 9.60% 9.60%
- ------------------------------------------------------------------------------
(1) "Other Expenses" presented in the tables above may be higher than the
expenses you would actually pay as a shareholder in the funds because the
adviser has voluntarily agreed to limit the expenses of the funds to the
extent necessary to keep their total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 1.00%, for
each of the C&B Equity Portfolio's, C&B Equity Portfolio for Taxable
Investor's and C&B Mid Cap Equity Portfolio's average daily net assets. The
Old Adviser may change or cancel these expense limitations at any time. In
addition, "Other Expenses" include amounts related to any expense offset
arrangement the funds may have that would reduce their custodian fee based
on the amount of cash the funds maintain with their custodian.
-16-
(2) "Other Expenses" presented in the tables above may be higher than the
expenses you would actually pay as a shareholder in the funds because the
adviser has voluntarily agreed to limit the expenses of the funds to the
extent necessary to keep their total expenses (excluding interest, taxes,
brokerage commissions and extraordinary expenses) from exceeding 1.00%, for
each of the "new" C&B Equity Portfolio's, "new" C&B Equity Portfolio for
Taxable Investor's and "new" C&B Mid Cap Equity Portfolio's average daily
net assets. The New Adviser may change or cancel these expense limitations
at any time. In addition, "Other Expenses" include amounts related to any
expense offset arrangement the funds may have that would reduce their
custodian fee based on the amount of cash the funds maintain with their
custodian.
Information on SEI Investments Mutual Funds Services ("Administrator")
The Administrator, a Delaware business trust, has its principal business
offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI
Investments Management Corporation ("SIMC"), a wholly owned subsidiary of
SEI Investments Company ("SEI Investments"), is the owner of all beneficial
interest in the Administrator. SEI Investments and its subsidiaries and
affiliates, including the Administrator, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors,
and money managers.
The Administrator provides the AIC Trust with administrative services,
including regulatory reporting and all necessary office space, equipment,
personnel and facilities.
For these administrative services, the Administrator will be entitled to a
fee from each C&B (AIC) Portfolio, which is calculated daily and paid
monthly based on the respective C&B (AIC) Portfolio's asset level, at an
annual rate of: .15% on the first $250 million of average daily net assets;
.125% on the next $250 million of average daily net assets; and .10% on
average daily net assets over $500 million. Together, the C&B (AIC)
Portfolios will pay a minimum annual administration fee of $271,000, which
will be increased by $15,000 per additional class. In addition, the cost
of adding additional portfolios to the Agreement is $85,000 per portfolio.
The Administration Agreement provides that the Administrator shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Funds in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Administrator in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder.
Information on SEI Investments Distribution Co. ("Distributor")
The Distributor, a wholly-owned subsidiary of SEI Investments, and the AIC
Trust are parties to a distribution agreement (the "Distribution
Agreement"). The Distributor will not receive compensation for
distribution of shares of the C&B (AIC) Portfolios.
-17-
Information on Other Service Providers
DST Systems, Inc., 330 W. 9th Street, Kansas City, MO 64105 serves as the
AIC Trust's transfer agent. First Union National Bank, 125 Broad Street,
Philadelphia, Pennsylvania 19109 acts as custodian (the "Custodian") of the
AIC Trust. The Custodian holds cash, securities and other assets of the AIC
Trust as required by the 1940 Act.
Recommendation of Directors
On June 29, 2001, representatives of Old Mutual US and the New Adviser
advised the Independent Directors that (i) Old Mutual US and the New
Adviser had entered into an acquisition agreement and the transaction had
been consummated on June 1, 2001; and (ii) UAM Funds and AIC Trust agreed
to the Reorganization, pursuant to which the assets of the Reorganizing
Portfolios would be transferred to new portfolios, the C&B (AIC)
Portfolios, which are three series of the AIC Trust. At that time,
representatives of Old Mutual US and the New Adviser described the general
terms of the proposed acquisition and Reorganization and the perceived
benefits for the Reorganizing Portfolios, the New Adviser and its
investment advisory clients. The Independent Directors discussed the
transactions with representatives Old Mutual US and the New Adviser. Old
Mutual US and the New Adviser advised the Independent Directors that they
do not expect the acquisition and proposed Reorganization to have an
adverse effect on the operations of the Reorganizing Portfolios or their
shareholders.
On June 29, 2001, the Board, including a majority of the Independent
Directors, voted to approve the Reorganization and to recommend its
approval to shareholders. In reaching its decision, the Board considered
the following factors to be of greatest importance: (1) the C&B (AIC)
Portfolios will have the same investment objectives, policies and
limitations as those of the Reorganizing Portfolios; and (2) the same
personnel who managed the Reorganizing Portfolios at the Old Adviser will
continue to manage the C&B (AIC) Portfolios after the Reorganization at the
New Adviser.
The Directors Unanimously Recommend That Shareholders Of
The Reorganizing Portfolios Vote To Approve Proposal 2
PROPOSAL 3 - LIQUIDATION OF THE C&B BALANCED PORTFOLIO
- ----------------------------------------------------------------------
Background
The Liquidating Portfolio began operations on December 31, 1989 as a series
of UAM Funds. The Liquidating Portfolio has invested primarily in a
combination of equity securities that have a consistency and predictability
in their earnings growth and investment grade debt securities.
Notwithstanding the marketing of the Liquidating Portfolio's shares, growth
in the Liquidating Portfolio's assets has been slow. During the period
from commencement of operations through March 31, 1993, the Liquidating
Portfolio's assets reached a level of $44.5 million; however, assets have
decreased to less than $1.3 million as of July 31, 2001. Several marketing
efforts were not adequate to significantly increase the size of
-18-
the Liquidating Portfolio, including until recently the assumption of
portfolio expenses by the Old Adviser. The Old Adviser and the Board have
regularly reviewed developments and considered alternatives, including the
total asset level of the Liquidating Portfolio and the impact on the
Liquidating Portfolio's investment results of the relatively small size of
the Liquidating Portfolio.
Sales of the Liquidating Portfolio shares have not been sufficient to allow
the Liquidating 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. From November 1, 1999 until May 31,
2001, the Old Adviser waived its fees and assumed a significant portion of
the expenses of the Liquidating Portfolio. In the absence of such waiver
and assumption, the Liquidating Portfolio may not have been profitable for
shareholders. As a result, the Board instructed the officers of UAM Funds
to investigate what, if any, additional steps or alternative courses would
best serve the interest of shareholders.
The officers of UAM Funds sought to determine whether a merger or transfer
of assets would be possible, and if it would produce desirable results for
shareholders. After reviewing current market conditions, the relatively
small size of the Liquidating Portfolio and the time required to effect a
transaction, management of the Fund believed that the expense of a merger
or transfer of assets to another mutual fund are greater than the benefits
shareholders of the Liquidating Portfolio could expect to realize from such
a transaction. The officers investigated the steps required for liquidation
of the Liquidating Portfolio, subject to presentation of a final report to
the Board.
At a June 29, 2001 meeting, the Board reviewed the expenses which had been
assumed by the Old Adviser during the life of the Liquidating Portfolio,
the efforts and expenses of the Distributor to distribute shares of the
Liquidating Portfolio, and the effect of the operating expenses on the
historic and anticipated returns of shareholders. The Board considered
that the Old Adviser had not been able to collect or retain any significant
advisory fee from the Liquidating 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 Liquidating Portfolio would be impaired. For the most
recent fiscal year, the Liquidating Portfolio's total expenses were:
Without Waiver or With Waiver or Reimbursement of
Reimbursement of Expenses Expenses
---------------------------------------------------------------------------
Institutional Class 2.79% 1.00%
---------------------------------------------------------------------------
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 Liquidating
Portfolio presently paid directly by the Liquidating Portfolio, would
significantly reduce the Liquidating 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 Liquidating 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
-19-
shareholders of the Liquidating Portfolio to liquidate the Liquidating
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 C to this proxy
statement.
1. Effective Date of the Plan and Cessation of the Liquidating Portfolio's
-----------------------------------------------------------------------
Business as an Investment Company. The Plan will become effective on the
---------------------------------
date of its adoption and approval by an absolute majority of the shares of
the Liquidating Portfolio entitled to vote. Following this approval, the
Liquidating 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 Liquidating Portfolio's assets to cash; (ii)
will not engage in any business activities except for the purposes of
winding up its business and affairs, preserving the value of its assets and
distributing its assets to shareholders after the payment to (or
reservation of assets for payment to) all creditors of the Liquidating
Portfolio; and (iii) will terminate in accordance with the laws of the
State of Maryland and the Articles of Incorporation of the UAM Funds.
2. Closing of Books and Restriction of Transfer and Redemption of Shares.
---------------------------------------------------------------------
The proportionate interests of shareholders in the assets of the
Liquidating 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
Liquidating Portfolio will be closed and the shareholders' respective
assets will not be transferable by the negotiation of share certificates.
(Plan, Section 4)
3. Liquidating Distribution. As soon as possible after approval of the
------------------------
Plan, and in any event within fourteen days thereafter, UAM Funds on behalf
of the Liquidating Portfolio will mail the following to each shareholder of
record on the effective date of the Plan: (i) to each shareholder not
holding share certificates of the Liquidating Portfolio, the liquidating
cash distribution equal to the shareholder's proportionate interest in the
net assets of the Liquidating Portfolio, (ii) to each shareholder holding
share certificates of the Liquidating Portfolio, a confirmation showing
such shareholder's proportionate interest in the net assets of the
Liquidating Portfolio with advice that such shareholder will be paid in
cash upon return of the share certificates; and (iii) information
concerning the sources of the liquidating distribution. (Plan, Section 7)
4. Expenses. The Liquidating Portfolio will bear all expenses incurred by
--------
it in carrying out the Plan. It is expected that other liabilities of the
Liquidating Portfolio incurred or expected to be incurred prior to the date
of the liquidating distribution will be paid by the Liquidating Portfolio,
or set aside for payment, prior to the mailing of the liquidating
distribution. The Liquidating 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 Liquidating Portfolio normally
would not incur if it were to continue in business. If the Liquidating
Portfolio incurs more than $2,000 in additional liabilities to liquidate
the Liquidating Portfolio, such expenses will be paid by the New Adviser.
The total liabilities of the Liquidating Portfolio prior to the liquidating
distribution are estimated to be
-20-
$__________ (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 Liquidating Portfolio subsequent to the mailing of the liquidating
distribution will be borne by the New Adviser. (Plan, Section 6 and 9)
5. Continued Operation of the Liquidating Portfolio. After the date of
------------------------------------------------
mailing of the liquidating distribution, the outstanding shares of the
Liquidating Portfolio will be cancelled by Charter amendment and the
termination of the Liquidating 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 Liquidating Portfolio
and to effect the complete liquidation and termination of the existence of
the Liquidating Portfolio and the purposes to be accomplished by the Plan.
(Plan, Sections 8 and 11)
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 shareholder's tax basis in the
Liquidating Portfolio shares. Assuming that the shareholder holds such
shares as capital assets, such gain or loss will be capital gain or loss
and will be long-term or short-term capital gain depending on the
shareholder's holding period for the shares.
The tax consequences discussed herein may affect shareholders differently
depending upon their particular tax situations unrelated to the liquidating
distribution, and accordingly, this summary is not a substitute for careful
tax planning on an individual basis. Shareholders may wish to consult
their personal tax advisers concerning their particular tax situations and
the impact thereon of receiving the liquidating distribution as discussed
herein, including any state and local tax consequences.
UAM Funds anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code, as amended, during the
liquidation period and, therefore, will not be taxed on any of its net
income from the sale of its assets.
Representatives of PricewaterhouseCoopers LLP, independent accountants for
UAM Funds, are not expected to be present at the Special Meeting.
If the shareholders do not approve the Plan, the Liquidating 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.
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 Directors of the Fund Recommend Approval of Proposal 3
-21-
ADDITIONAL INFORMATION
- --------------------------------
Administrative Expenses
SEI Investments Mutual Funds Services ("SEI") serves as the C&B Portfolios'
administrator, UAM Shareholder Services Center, Inc. serves as the C&B
Portfolios' shareholder servicing agent and Funds Distributor, Inc. ("FDI")
serves as the C&B Portfolios' principal underwriter. UAM Shareholder
Services Center, Inc. is affiliated with Old Mutual US. SEI is located at
One Freedom Valley Drive, Oaks, PA 19456, FDI is located at 60 State
Street, Suite 1300, Boston MA 02109 and UAM Shareholder Services, Inc. is
located at 825 Duportail Road, Wayne, Pennsylvania 19087.
As of the fiscal year ended October 31, 2000, SEI and UAM Funds Services,
Inc. (the C&B Portfolios' former administrator) were paid $118,159,
$77,340, $77,235 and $83,589 for services rendered as administrator by the
C&B Equity Portfolio, C&B Equity Portfolio for Taxable Investors, C&B Mid
Cap Equity Portfolio and C&B Balanced Portfolio, respectively;
As of the fiscal year ended October 31, 2000 UAM Shareholder Services
Center, Inc. was paid $11,610, $8,794, $8,552 and $8,794 by the C&B Equity
Portfolio, C&B Equity Portfolio for Taxable Investors, C&B Mid Cap Equity
Portfolio and C&B Balanced Portfolio, for services rendered as sub-
shareholder servicing, respectively;
As of the fiscal year ended October 31, 2000 the net assets of the C&B
Equity Portfolio, C&B Equity Portfolio for Taxable Investors, C&B Mid Cap
Equity Portfolio and C&B Balanced Portfolio were $35,250,830, $2,253,005,
$1,520,083, and $3,494,339, respectively.
The C&B Portfolios do not pay FDI for its services as principal underwriter
to the C&B Portfolios.
Brokerage Commissions
The New Adviser may select brokers based on research, statistical and
pricing services they provide to the New Adviser. Information and research
provided by a broker will be in addition to, and not instead of, the
services the New Adviser is required to perform under the Investment
Advisory Agreements. In so doing, the C&B Portfolios may pay higher
commission rates than the lowest rate available when the New Adviser
believes it is reasonable to do so in light of the value of the research,
statistical, and pricing services provided by the broker effecting the
transaction.
It is not the practice of the C&B Portfolios to allocate brokerage or
effect principal transactions with dealers based on sales of shares that a
broker-dealer firm makes. However, the C&B Portfolios may place trades
with qualified broker-dealers who recommend the C&B Portfolios or who acts
as agents in the purchase of C&B Portfolios shares for their clients.
-22-
Generally, equity securities are bought and sold through brokerage
transactions for which commissions are payable. Purchases from underwriters
will include the underwriting commission or concession, and purchases from
dealers serving as market makers will include a dealer's mark-up or reflect
a dealer's mark-down.
Debt securities are usually bought and sold directly from the issuer or an
underwriter or market maker for the securities. Generally, a C&B Portfolio
will not pay brokerage commissions for such purchases. When a debt security
is bought from an underwriter, the purchase price will usually include an
underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the
dealer's mark-up or reflect a dealer's mark-down. When a C&B Portfolio
executes transactions in the over-the-counter market, it will deal with
primary market makers unless prices that are more favorable are otherwise
obtainable.
. As of the fiscal year ended October 31, 2000, the C&B Equity Portfolio
paid $117,429 in brokerage commissions.
. As of the fiscal year ended October 31, 2000, the C&B Equity Portfolio
for Taxable Investors paid $2,474 in brokerage commissions.
. As of the fiscal year ended October 31, 2000, the C&B Mid Cap Equity
Portfolio paid $5,916 in brokerage commission.
. As of the fiscal year ended October 31, 2000, the C&B Balanced Portfolio
paid $12,708 in brokerage commissions.
Payment of Expenses
The New Adviser, and not the UAM Funds, will pay the expenses of the
preparation, printing and mailing of this proxy statement and its
enclosures.
Beneficial Ownership of Shares
The following table contains information about the beneficial ownership by
shareholders of five percent or more of each C&B Portfolio's outstanding
Shares as of August 13, 2001. On that date, the Directors and officers of
each of the UAM Funds, together as a group, "beneficially owned" less than
one percent of each C&B Portfolio's outstanding Shares.
-23-
NAME AND ADDRESS OF PERCENT OF NUMBER OF
SHAREHOLDER SHARES OWNED SHARES OWNED PORTFOLIO
----------- ------------ ------------ ---------
First Union National Bank 43.36% 2,359,405.8560 C&B Equity Portfolio
FBO Cadmus Comm Corp
Acct 5041143187 CMG NC 1151
1525 W. Wt Harris Blvd
Charlotte, NC 28262-8522
Central New York Community 17.82% 969,548.3220 C&B Equity Portfolio
Foundation Inc.
500 S. Salina St. Ste 428
Syracuse, NY 13202-3314
Ironworkers Local 397 Pension Fund 16.06% 873,919.9740 C&B Equity Portfolio
c/o Administrative Services Inc.
Attn Fund Accounting
P.O. Box 83900
Miami, FL 33283-9000
A. Cirillo D. Faicco R. Samuels & Joseph 6.83% 371,670.8380 C&B Equity Portfolio
Gurrera & David Smith TR Fulton Fish
Mkt PFA & DEC TR Part Fulton Fish Mkt
Pen 1/1/82
140 Beekman St.
New York, NY 10038-2010
S. Sanford Schlitt TOD 35.36% 67,262.5720 C&B Equity Portfolio for Taxable Investors
Subject to DST TOD Rules
Patricia Schlitt PB
491 Meadow Lark Dr.
Sarasota, FL 34236-1901
Ann Hauptman & Cynthia Jacobs TR 13.25% 25,200.6490 C&B Equity Portfolio for Taxable Investors
FBO Gunther A. Hauptman TR
U/A 4/27/87
4 Briga Ln.
Whit Plains, NY 10605-4647
Charles Schwab & Co. Inc. 13.05% 24,829.7100 C&B Equity Portfolio for Taxable Investors
Reinvest Account
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Primevest Financial Services FBO 7.00% 13,316.8560 C&B Equity Portfolio for Taxable Investors
Glenn L. Amos 13021419
400 First Street So Suite 300
P.O. Box 283
St. Cloud, MN 56302-0283
Anne Y. Stratton 5.56% 10,586.7060 C&B Equity Portfolio for Taxable Investors
9608 N. Juniper Cir.
Mequon, WI 53092-6216
Katherine C. Arthur 5.08% 9,670.7950 C&B Equity Portfolio for Taxable Investors
5115 Cary Street Rd.
Richmond, VA 23226-1644
Vanguard Fiduciary Trust Co. 35.49% 107,586.6560 C&B Mid Cap Equity Portfolio
Plan 91718 FBO UAM Corp. Profit Shar.
401K Plan Vanguard Fiduciary TR
Group SP Services
P.O. Box 2600 VM421
Valley Forge, PA 19482-2600
Charles Schwab & Co. Inc. 33.61% 101,892.8070 C&B Mid Cap Equity Portfolio
Reinvest Account
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Carole A. Bonner 31.30% 57,536.8070 C&B Balanced Portfolio
1550 North 123/rd/ St.
Wauwatosa, WI 53226-3132
Charles Schwab & Co. Inc. 16.93% 31,131.7610 C&B Balanced Portfolio
Reinvest Account
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Joanna H. Schoff 14.21% 26,121.2410 C&B Balanced Portfolio
226 North St.
Rye, NY 10580-1520
UAM Trust Co. Cust 10.53% 19,357.1070 C&B Balanced Portfolio
IRA A/C Linda Carpino
496 Hollyknoll Dr.
Churchville, PA 18966-1453
Helen A. Mohn 8.45% 15,530.4100 C&B Balanced Portfolio
100 Vermilion Dr.
Levittown, PA 19054-1324
As of August 13 2001, the C&B Equity Portfolio, C&B Equity Portfolio for
Taxable Investors, C&B Mid Cap Equity Portfolio and C&B Balanced Portfolio
had 5,441,547.5920, 190,248.4900, 303,182.4860, and 183,834.4320 shares
outstanding, respectively.
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 UAM Funds by its existing
Directors and/or on the records of UAM Funds' transfer agent.
Annual and Semi-Annual Reports to Shareholders
For a free copy of your C&B Portfolio's most recent annual report (and most
recent semi-annual report succeeding the annual report, if any)
shareholders of the C&B Portfolios may call 1-877-826-5465 or write to the
UAM Funds at P.O Box 219081, Kansas City, MO 64121.
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 a 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
Each Proposal. Any Unmarked Proxies Without Instructions To The Contrary Will
Be Voted In Favor Of Approval Of The Proposals
-24-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
C&B EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 19, 2001
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Sherry Kajdan Vetterlein and Stephanie
Cavanagh as proxies and each of them, each with full power of substitution,
to vote at the Special Meeting of Shareholders (the "Meeting") of the C&B
Equity Portfolio of UAM Funds, Inc. ("UAM Funds") to be held in the offices
of UAM Funds' administrator, SEI Investments, One Freedom Valley Drive,
Oaks, PA 19456, at 10:00 a.m. Eastern time on October 19, 2001, and any
adjournments or postponements thereof all shares of stock of said UAM Funds
that the undersigned would be entitled to vote if personally present at the
Meeting on the proposals set forth below respecting (i) the proposed
Investment Advisory Agreement between Cooke & Bieler, L.P. and UAM Funds on
behalf of the C&B Equity Portfolio; and (ii) the proposed Agreement and
Plan of Reorganization and Liquidation (the "Agreement") between UAM Funds,
on behalf of the C&B Equity Portfolio, and The Advisors' Inner Circle Fund
(the "AIC Trust"), on behalf of the "new" C&B Equity Portfolio and, in
accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF DIRECTORS OF UAM FUNDS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve a new investment advisory agreement between Cooke & Bieler,
L.P. and UAM Funds, on behalf of the C&B Equity Portfolio, a form
of which is attached to the Proxy Statement as Exhibit A.
____For ____Against ____Abstain
PROPOSAL 2. Approve a reorganization as set forth in an Agreement and Plan of
Reorganization and Liquidation between UAM Funds, on behalf of the
C&B Equity Portfolio, and the AIC Trust, on behalf of the "new" C&B
Equity Portfolio and attached as Exhibit B to the Proxy Statement.
____For ____Against ____Abstain
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder. If no contrary direction is given when the duly
executed Proxy is returned, this Proxy will be voted FOR the foregoing
proposals and will be voted in the appointed proxies' discretion upon such
other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of
Directors. Your signature(s) on this Proxy should be exactly as your
name(s) appear on this Proxy. If the shares are held jointly, each holder
should sign this Proxy. Attorneys-in-fact, executors, administrators,
trustees or guardians should indicate the full title and capacity in which
they are signing.
Dated: _________________, 2001 ___________________________
Signature of Shareholder
___________________________
Signature (Joint owners)
Please date, sign and return promptly using the enclosed, postage-paid
envelope whether or not you expect to attend the Meeting; you may,
nevertheless, vote in person if you do attend.
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
C&B EQUITY PORTFOLIO FOR TAXABLE INVESTORS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 19, 2001
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Sherry Kajdan Vetterlein and Stephanie Cavanagh as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders (the "Meeting") of the C&B Equity Portfolio for
Taxable Investors of UAM Funds, Inc. ("UAM Funds") to be held in the offices of
UAM Funds' administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA
19456 at 10:00 a.m. Eastern time on October 19, 2001, and any adjournments or
postponements thereof all shares of stock of said UAM Funds that the undersigned
would be entitled to vote if personally present at the Meeting on the proposals
set forth below respecting (i) the proposed Investment Advisory Agreement
between Cooke & Bieler, L.P. and UAM Funds on behalf of the C&B Equity Portfolio
for Taxable Investors; and (ii) the proposed Agreement and Plan of
Reorganization and Liquidation (the "Agreement") between the UAM Funds, on
behalf of the C&B Equity Portfolio for Taxable Investors, and The Advisors'
Inner Circle Fund (the "AIC Trust"), on behalf of the "new" C&B Equity Portfolio
for Taxable Investors and, in accordance with their own discretion, any other
matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
PROPOSAL 1: Approve a new investment advisory agreement between Cooke & Bieler,
L.P. and UAM Funds, on behalf of the C&B Equity Portfolio for
Taxable Investors, a form of which is attached to the Proxy
Statement as Exhibit A.
____For ____Against ____Abstain
PROPOSAL 2: Approve a reorganization as set forth in an Agreement and Plan of
Reorganization and Liquidation between UAM Funds, on behalf of the
C&B Equity Portfolio for Taxable Investors, and the AIC Trust, on
behalf of the "new" C&B Equity Portfolio for Taxable Investors and
attached as Exhibit B to the Proxy Statement.
____For ____Against ____Abstain
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder. If no contrary direction is given when the duly executed
Proxy is returned, this Proxy will be
voted FOR the foregoing proposals and will be voted in the appointed proxies'
discretion upon such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Directors. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: ____________, 2001 ________________________________
Signature of Shareholder
________________________________
Signature (Joint owners)
Please date, sign and return promptly using the enclosed, postage-paid envelope
whether or not you expect to attend the Meeting; you may, nevertheless, vote in
person if you do attend.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
C&B MID CAP EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 19, 2001
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Sherry Kajdan Vetterlein and Stephanie
Cavanagh as proxies and each of them, each with full power of substitution,
to vote at the Special Meeting of Shareholders (the "Meeting") of the C&B
Mid Cap Equity Portfolio of UAM Funds, Inc. ("UAM Funds") to be held in
the offices of UAM Funds' administrator, SEI Investments, One Freedom
Valley Drive, Oaks, PA 19456 at 10:00 a.m. Eastern time on October 19,
2001, and any adjournments or postponements thereof all shares of stock of
said UAM Funds that the undersigned would be entitled to vote if personally
present at the Meeting on the proposals set forth below respecting (i) the
proposed Investment Advisory Agreement between Cooke & Bieler, L.P. and UAM
Funds on behalf of the C&B Mid Cap Equity Portfolio; and (ii) the proposed
Agreement and Plan of Reorganization and Liquidation (the "Agreement")
between the UAM Funds, on behalf of the C&B Mid Cap Equity Portfolio, and
The Advisors' Inner Circle Fund (the "AIC Trust"), on behalf of the "new"
C&B Mid Cap Equity Portfolio and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
PROPOSAL 1. Approve a new investment advisory agreement between Cooke & Bieler,
L.P. and UAM Funds, on behalf of the C&B Mid Cap Equity Portfolio,
a form of which is attached to the Proxy Statement as Exhibit A.
____For ____Against ____Abstain
PROPOSAL 2. Approve a reorganization as set forth in an Agreement and Plan of
Reorganization and Liquidation between UAM Funds, on behalf of the
C&B Mid Cap Equity Portfolio, and the AIC Trust, on behalf of the
"new" C&B Mid Cap Equity Portfolio and attached as Exhibit B to the
Proxy Statement.
____For ____Against ____Abstain
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder. If no contrary direction is given when the duly
executed Proxy is returned, this Proxy will be voted FOR the foregoing
proposals and will be voted in the appointed proxies' discretion upon such
other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of
Directors. Your signature(s) on this Proxy should be exactly as your
name(s) appear on this Proxy. If the shares are held jointly, each holder
should sign this Proxy. Attorneys-in-fact, executors, administrators,
trustees or guardians should indicate the full title and capacity in which
they are signing.
Dated: _____________, 2001 ____________________________
Signature of Shareholder
____________________________
Signature (Joint owners)
Please date, sign and return promptly using the enclosed, postage-paid
envelope whether or not you expect to attend the Meeting; you may,
nevertheless, vote in person if you do attend.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
C&B BALANCED PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 19, 2001
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Sherry Kajdan Vetterlein and Stephanie
Cavanagh as proxies and each of them, each with full power of substitution,
to vote at the Special Meeting of Shareholders (the "Meeting") of the C&B
Balanced Portfolio of UAM Funds, Inc. ("UAM Funds") to be held in the
offices of UAM Funds' administrator, SEI Investments, One Freedom Valley
Drive, Oaks, PA 19456 at 10:00 a.m. Eastern time on October 19, 2001, and
any adjournments or postponements thereof all shares of stock of said UAM
Funds that the undersigned would be entitled to vote if personally present
at the Meeting on the proposals set forth below respecting (i) the proposed
Investment Advisory Agreement between Cooke & Bieler, L.P. and UAM Funds on
behalf of the C&B Balanced Portfolio; and (ii) the proposed liquidation and
termination of the C&B Balanced Portfolio, as set forth in a Plan of
Liquidation adopted by the Board of Directors of UAM Funds, and, in
accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
PROPOSAL 1. Approve a new investment advisory agreement between Cooke & Bieler,
L.P. and UAM Funds, on behalf of the C&B Balanced Portfolio, a form
of which is attached to the Proxy Statement as Exhibit A.
____For ____Against ____Abstain
PROPOSAL 2. Approve the liquidation and termination of the C&B Balanced
Portfolio, as set forth in a Plan of Liquidation adopted by the
Board of Directors of UAM Funds and attached to the Proxy Statement
as Exhibit C.
____For ____Against ____Abstain
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder. If no contrary direction is given when the duly
executed Proxy is returned, this Proxy will be voted FOR the foregoing
proposals and will be voted in the appointed proxies' discretion upon such
other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of
Directors. Your signature(s) on this Proxy should be exactly as your
name(s) appear on this Proxy. If the shares are held jointly, each holder
should sign this Proxy. Attorneys-in-fact, executors, administrators,
trustees or guardians should indicate the full title and capacity in which
they are signing.
Dated: _____________, 2001 ____________________________
Signature of Shareholder
____________________________
Signature (Joint owners)
Please date, sign and return promptly using the enclosed, postage-paid
envelope whether or not you expect to attend the Meeting; you may,
nevertheless, vote in person if you do attend.