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
UAM Funds, Inc. II - SEC File Nos. 333-44193, 811-8605
UAM Funds Trust - SEC File Nos. 33-79858, 811-8544
(Name of Registrant as Specified In Its Charter)
...........................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
UAM FUNDS, INC.
UAM FUNDS, INC. II
UAM FUNDS TRUST
FUNDS FOR THE INFORMED INVESTOR(SM)
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
1-877-826-5465
[_________, 2002]
Dear Shareholder:
I am writing to all shareholders of the Acadian Emerging Markets Portfolio, FMA
Small Company Portfolio, ICM Small Company Portfolio, Independence Small Cap
Fund, McKee International Equity Portfolio, Rice, Hall James Micro Cap
Portfolio, Rice, Hall James Small/Mid Cap Portfolio, Sirach Bond Portfolio,
Sirach Growth Portfolio, Sirach Equity Portfolio, Sirach Strategic Balanced
Portfolio, Sirach Special Equity Portfolio, TS&W Equity Portfolio, TS&W Fixed
Income Portfolio, TS&W International Equity Portfolio, Analytic Defensive Equity
Fund, Analytic International Fund, Analytic Short-Term Income Fund, Cambiar
Opportunity Portfolio, Chicago Asset Management Value/Contrarian Portfolio
(each, a "UAM Portfolio" and, together, the "UAM Portfolios") and the Dwight
Limited Maturity Bond Portfolio (the "Dwight Portfolio") (each, a "portfolio")
to inform you of a special meeting of shareholders of UAM Funds, Inc., UAM
Funds, Inc. II and the Cambiar Opportunity Portfolio and Chicago Asset
Management Value/Contrarian Portfolio of UAM Funds Trust to be held Friday, June
7, 2002. 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 proposals
regarding the approval of the liquidation of the Dwight Portfolio, a
reorganization ("Reorganization") with respect to each UAM Portfolio and the
dissolution of UAM Funds, Inc. and UAM Funds, Inc. II. More specific information
about the proposals is contained in the proxy statement, which you should
consider carefully.
THE BOARDS OF DIRECTORS OF UAM FUNDS, INC. AND UAM FUNDS, INC. II AND THE BOARD
OF TRUSTEES OF UAM FUNDS TRUST (TOGETHER, THE "UAM FUNDS") HAVE UNANIMOUSLY
APPROVED THE PROPOSALS THAT AFFECT THEIR RESPECTIVE PORTFOLIOS AND RECOMMENDS
THAT YOU VOTE FOR THE PROPOSALS AS THEY ARE 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 a proxy card for each UAM Funds portfolio in which
you own shares. Please sign and return each card you receive. You also may vote
easily and quickly by telephone or through the Internet as described on the
enclosed proxy card.
If we do not receive your vote promptly, you may be contacted by a
representative of 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,
Scott F. Powers
Chairman
The UAM Funds
IMPORTANT NEWS FOR SHAREHOLDERS OF CERTAIN UAM FUNDS PORTFOLIOS
While we encourage you to read the full text of the enclosed proxy statement,
here is a brief overview of the matters affecting the Acadian Emerging Markets
Portfolio, FMA Small Company Portfolio, ICM Small Company Portfolio,
Independence Small Cap Fund, McKee International Equity Portfolio, Rice, Hall
James Micro Cap Portfolio, Rice, Hall James Small/Mid Cap Portfolio, Sirach Bond
Portfolio, Sirach Growth Portfolio, Sirach Equity Portfolio, Sirach Strategic
Balanced Portfolio, Sirach Special Equity Portfolio, TS&W Equity Portfolio, TS&W
Fixed Income Portfolio, TS&W International Equity Portfolio, Analytic Defensive
Equity Fund, Analytic International Fund, Analytic Short-Term Income Fund,
Cambiar Opportunity Portfolio, Chicago Asset Management Value/Contrarian
Portfolio (the "UAM Portfolios") and the Dwight Limited Maturity Bond Portfolio
(the "Dwight Portfolio") that require a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING TO THE UAM PORTFOLIOS AND THE DWIGHT PORTFOLIO?
A. THE UAM PORTFOLIOS REORGANIZATION:
The UAM Portfolios, subject to your approval, will be reorganized into new
portfolios (the "AIC Portfolios") of The Advisors' Inner Circle Fund (the
"AIC Trust"). The assets of each UAM Portfolio will be transferred to a
corresponding AIC Portfolio, and shareholders of each UAM Portfolio will
receive shares of equivalent value and number in that AIC Portfolio. The
investment adviser to each UAM Portfolio will continue to make all
investment decisions for each corresponding AIC Portfolio. SEI Investments
Mutual Funds Services will serve as administrator and SEI Investments
Distribution Co. will serve as the distributor to the AIC Portfolios.
THE DWIGHT PORTFOLIO'S LIQUIDATION:
The Dwight Portfolio, subject to your approval, will be liquidated (the
"Liquidation"). After thorough discussions and consideration, the Board of
Directors of UAM Funds, Inc. recommended the Liquidation because of the
portfolio's relatively small size and its limited prospect for growth of
assets. Proxy statements asking shareholders to vote on the Liquidation at
special meetings were mailed on September 27, 2001 and December 21, 2001.
At both special meetings of shareholders and their subsequent adjournments,
there were not enough shareholders present, in person or by proxy, to
constitute a quorum for voting purposes. As a result, no action was taken
on the proposal to liquidate the Dwight Portfolio. UAM Funds, Inc. is
resoliciting your vote on this very important proposal and will return the
proceeds of the liquidation to shareholders if the proposal is approved.
THE DISSOLUTION OF UAM FUNDS:
Shareholders of the UAM Portfolios in UAM Funds, Inc. and the Dwight
Portfolio also will be asked to approve the dissolution of UAM Funds, Inc.
The dissolution of UAM Funds, Inc. will not occur unless a majority of the
shareholders of the Dwight Portfolio
and each of the UAM Portfolios in UAM Funds, Inc. approve the proposal that
affects their portfolios. Shareholders of the UAM Portfolios of UAM Funds,
Inc. II will be asked to approve the dissolution of UAM Funds, Inc. II. The
dissolution of UAM Funds, Inc. II will not occur unless a majority of the
shareholders of each of the UAM Portfolios in UAM Funds, Inc. II approve
the proposal that affects their portfolios.
The following pages give you additional information about the
reorganization of the UAM Portfolios, the liquidation of the Dwight
Portfolio and the proposals on which you are being asked to vote. THE
BOARDS OF DIRECTORS OF UAM FUNDS, INC. AND UAM FUNDS, INC. II AND THE BOARD
OF TRUSTEES OF UAM FUNDS TRUST (TOGETHER, THE "BOARD" AND UAM FUNDS, INC.,
UAM FUNDS, INC. II AND UAM FUNDS TRUST ARE THE "UAM FUNDS") INCLUDING THOSE
WHO ARE NOT AFFILIATED WITH THE UAM FUNDS, OLD MUTUAL (US) HOLDINGS INC.,
THE INVESTMENT ADVISERS TO THE UAM PORTFOLIOS OR THEIR RESPECTIVE
AFFILIATES, UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.
Q. WHAT HAPPENS IF THE PROPOSALS ARE NOT APPROVED?
A. IF THE SHAREHOLDERS OF ONE OR MORE OF THE PORTFOLIOS DO NOT VOTE FOR THE
REORGANIZATION INTO THE AIC TRUST OR THE LIQUIDATION, THE BOARD WILL TAKE
SUCH FURTHER ACTION AS IT DEEMS TO BE IN THE BEST INTEREST OF THAT UAM
FUND'S SHAREHOLDERS.
Q. WHY ARE THE UAM PORTFOLIOS REORGANIZING INTO THE AIC TRUST?
A. Old Mutual (US) Holdings Inc., the parent company of several of the
investment advisers for the UAM Funds, made a strategic business decision
to discontinue its mutual fund administrative support for the UAM Funds.
The Board of UAM Funds then explored opportunities for continuation of the
portfolios of UAM Funds, and identified the centralized administrative
services, asset growth opportunities and investment adviser independence
available to portfolios of the AIC Trust. As a result, the Board approved
the reorganization of the UAM Portfolios into AIC Trust. Each AIC Portfolio
will continue the operations of its corresponding UAM Portfolio and have
substantially similar investment objectives, strategies, restrictions, fees
and expenses (after fee waivers).
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 UAM Funds portfolio(s).
Q. WHY ARE MULTIPLE CARDS ENCLOSED?
A. If you own shares of more than one UAM Funds portfolio you will receive a
proxy card for each portfolio in which you own shares because each UAM
Portfolio is being asked
to approve a reorganization between that UAM Portfolio and its
corresponding AIC Portfolio, and the Dwight Portfolio is being asked to
approve a liquidation.
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED REORGANIZATION AND/OR
LIQUIDATION?
A. The proposed Reorganization requires shareholder approval under governing
laws because the assets and liabilities of the UAM Portfolios will be
transferred to the new AIC Portfolios under the AIC Trust.
Similarly, the Liquidation requires shareholder approval under governing
laws because the assets of the portfolio will be liquidated and distributed
to the portfolio's shareholders.
Q. HOW WILL THE PROPOSED REORGANIZATION AFFECT ME?
A. If the Reorganization is approved by shareholders, you will become a
shareholder of the AIC Portfolio that corresponds to your current UAM
Portfolio. The AIC Portfolios will not be, however, part of the UAM Funds.
The AIC Portfolios are separate series of the AIC Trust. Each AIC
Portfolio's investment objective, strategy, restrictions, fees and expenses
(after fee waivers) are expected to be substantially similar to those of
its corresponding UAM Portfolio. The total expense ratios (after fee
waivers) for the AIC Independence Small Cap Portfolio, AIC McKee
International Equity Portfolio and AIC TS&W International Equity Portfolio
will increase by 0.03%, 0.01% and 0.02%, respectively. Subject to certain
limitations that are discussed in the proxy statement, a fee waiver may be
cancelled by a portfolio's investment adviser at any time. The
Reorganization will not be taxable for federal income tax purposes for the
shareholders of the UAM Portfolios.
Q. HOW DOES THE BOARD RECOMMEND THAT I VOTE?
A. After careful consideration, the Boards, including those Board members who
are not affiliated with the UAM Funds, Old Mutual (US) Holdings Inc., their
respective affiliated companies, the investment advisers of each of the UAM
Portfolios or their affiliated companies, recommend that you vote FOR the
proposals on the enclosed proxy card(s).
Q. HOW DO I PLACE MY VOTE AND WHOM DO I CALL FOR MORE INFORMATION?
A. You may mail your proxy card using the enclosed postage-paid envelope. You
may also vote easily and quickly by telephone or through the Internet as
described in the enclosed proxy card. To do so, please follow the
instructions included on your enclosed proxy card. 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. THANK YOU FOR PROMPTLY RECORDING YOUR VOTE.
UAM FUNDS, INC.
UAM FUNDS, INC. II
UAM FUND TRUST
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
UAM FUNDS, INC.
ACADIAN EMERGING MARKETS PORTFOLIO
DWIGHT LIMITED MATURITY BOND PORTFOLIO
FMA SMALL COMPANY PORTFOLIO
ICM SMALL COMPANY PORTFOLIO
INDEPENDENCE SMALL CAP FUND
MCKEE INTERNATIONAL EQUITY PORTFOLIO
RICE, HALL JAMES MICRO CAP PORTFOLIO
RICE, HALL JAMES SMALL/MID CAP PORTFOLIO
SIRACH BOND PORTFOLIO
SIRACH GROWTH PORTFOLIO
SIRACH EQUITY PORTFOLIO
SIRACH STRATEGIC BALANCED PORTFOLIO
SIRACH SPECIAL EQUITY PORTFOLIO
TS&W EQUITY PORTFOLIO
TS&W FIXED INCOME PORTFOLIO
TS&W INTERNATIONAL EQUITY PORTFOLIO
UAM FUNDS, INC. II
ANALYTIC DEFENSIVE EQUITY FUND
ANALYTIC INTERNATIONAL FUND
ANALYTIC SHORT-TERM INCOME FUND
UAM FUNDS TRUST
CAMBIAR OPPORTUNITY PORTFOLIO
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
TO BE HELD ON FRIDAY, JUNE 7, 2002
NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of shareholders of
UAM Funds, Inc., UAM Funds, Inc. II and certain portfolios of UAM Funds Trust,
including each of the above referenced portfolios (as defined herein, the "UAM
Portfolios" will refer to all of the portfolios except the Dwight Limited
Maturity Bond Portfolio, which is defined as the "Dwight Portfolio") will be
held at the offices of SEI Investments, the administrator of the UAM Portfolios,
One Freedom Valley Drive, Oaks, PA 19456 at 10:00 a.m. Eastern time on Friday,
June 7, 2002 for the following purpose:
1. To approve (i) the transfer of all of the assets and all of the liabilities
of each UAM Portfolio to a corresponding series of The Advisors' Inner
Circle Fund (the "AIC Trust") in exchange for certain shares of such series
of the AIC Trust (each, an "AIC Portfolio") as set forth in forms of
Agreements and Plans of Reorganization and Liquidation, copies of which are
attached to the proxy statement as Exhibits A, B and C; (ii) the
distribution of the shares of each AIC Portfolio so received to the
shareholders of the corresponding UAM Portfolio; (iii) the transfer of all
of the assets and all of the liabilities of UAM Funds, Inc. or UAM Funds,
Inc. II (to be approved by shareholders of UAM Funds, Inc. or UAM Funds,
Inc. II, as applicable) to the AIC Trust; and (iv) the subsequent
dissolution of UAM Funds, Inc. under Maryland law (by UAM Funds, Inc.
shareholders) and the subsequent dissolution of UAM Funds, Inc. II under
Maryland law (by UAM Funds, Inc. II shareholders). Shareholders of each UAM
Portfolio will vote separately on the Reorganization as it relates to that
UAM Portfolio.
2. To approve the (i) liquidation and termination of the Dwight Portfolio, as
set forth in a Plan of Liquidation adopted by the Board of Directors of UAM
Funds, Inc. (a copy of which is attached to the proxy statement as Exhibit
D) and (ii) the subsequent dissolution of UAM Funds, Inc. under Maryland
law, such dissolution to occur only if shareholders of the UAM Portfolios
approve the dissolution in the transaction described in proposal 1 above;
3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
The proposals above are discussed in the attached proxy statement. The Boards of
Directors of UAM Funds, Inc. and UAM Funds, Inc. II and the Board of Trustees of
UAM Funds Trust (the "Board of Directors") unanimously recommend that you vote
for each proposal that affects your portfolio.
Shareholders of record at the close of business on Monday April 8, 2002, 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 telephone, through the Internet or
in person.
By Order of the Board of Directors
Linda T. Gibson
Vice President and Secretary
Boston, Massachusetts
[__________, 2002]
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD(S), WHICH ARE BEING SOLICITED BY
THE BOARD OF DIRECTORS. YOU ALSO MAY VOTE EASILY AND QUICKLY BY TELEPHONE OR
THROUGH THE INTERNET AS DESCRIBED ON THE ENCLOSED PROXY CARD(S). VOTING IS
IMPORTANT TO ENSURE A QUORUM AT THE MEETING. PLEASE CALL 1-877-826-5465 FOR MORE
INFORMATION. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING TO THE UAM FUNDS A WRITTEN NOTICE OF REVOCATION, BY A SUBSEQUENTLY
EXECUTED PROXY, BY TELEPHONE, THROUGH THE INTERNET OR BY ATTENDING THE MEETING
AND VOTING IN PERSON. ATTENDANCE AT THE MEETING WILL NOT BY ITSELF SERVE TO
REVOKE A PROXY.
UAM FUNDS, INC.
UAM FUNDS, INC. II
UAM FUNDS TRUST
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS OF
UAM FUNDS, INC.
ACADIAN EMERGING MARKETS PORTFOLIO
DWIGHT LIMITED MATURITY BOND PORTFOLIO
FMA SMALL COMPANY PORTFOLIO
ICM SMALL COMPANY PORTFOLIO
INDEPENDENCE SMALL CAP FUND
MCKEE INTERNATIONAL EQUITY PORTFOLIO
RICE, HALL JAMES MICRO CAP PORTFOLIO
RICE, HALL JAMES SMALL/MID CAP PORTFOLIO
SIRACH BOND PORTFOLIO
SIRACH GROWTH PORTFOLIO
SIRACH EQUITY PORTFOLIO
SIRACH STRATEGIC BALANCED PORTFOLIO
SIRACH SPECIAL EQUITY PORTFOLIO
TS&W EQUITY PORTFOLIO
TS&W FIXED INCOME PORTFOLIO
TS&W INTERNATIONAL EQUITY PORTFOLIO
UAM FUNDS, INC. II
ANALYTIC DEFENSIVE EQUITY FUND
ANALYTIC INTERNATIONAL FUND
ANALYTIC SHORT-TERM INCOME FUND
UAM FUNDS TRUST
CAMBIAR OPPORTUNITY PORTFOLIO
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
TO BE HELD ON FRIDAY, JUNE 7, 2002
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THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES
BY THE BOARDS OF DIRECTORS OF UAM FUNDS, INC. AND UAM FUNDS, INC. II AND THE
BOARD OF TRUSTEES OF UAM FUNDS TRUST (together, the "UAM Funds") for use at the
special meeting of shareholders of UAM Funds, Inc., UAM Funds, Inc. II and
certain portfolios of UAM Funds Trust, including shareholders of the Acadian
Emerging Markets Portfolio, FMA Small Company Portfolio, ICM Small Company
Portfolio, Independence Small Cap Fund, McKee International Equity Portfolio,
Rice, Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid Cap Portfolio,
Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach Equity Portfolio, Sirach
Strategic Balanced Portfolio, Sirach Special Equity Portfolio, TS&W Equity
Portfolio, TS&W Fixed Income Portfolio, TS&W International Equity Portfolio,
Analytic Defensive Equity Fund, Analytic International Fund, Analytic Short-Term
Income Fund, Cambiar Opportunity Portfolio, Chicago Asset Management
Value/Contrarian Portfolio (each, a "UAM Portfolio" and, collectively, the "UAM
Portfolios") and the Dwight Limited Maturity Bond Portfolio (the "Dwight
Portfolio") to be held at the offices of SEI Investments, the administrator for
the UAM Funds, One Freedom Valley Drive, Oaks, PA 19456 on Friday June 7, 2002
at 10:00 a.m. Eastern Time (the "Meeting"), and at any and all adjournments
thereof. Shareholders of record at the close of business on Monday, April 8,
2002 (the "Record Date"), are entitled to notice of, and to vote at, the Meeting
or any adjournment thereof. This proxy statement and the accompanying notice of
special meeting and proxy card are first being mailed to shareholders on or
about Friday April 26, 2002.
UAM FUNDS IS SOLICITING YOUR VOTE FOR THE REORGANIZATION OF THE UAM PORTFOLIOS
INTO CORRESPONDING PORTFOLIOS OF THE ADVISORS INNER CIRCLE FUND (THE "AIC
TRUST"). ALSO, UAM FUNDS IS SOLICITING YOUR VOTE FOR THE LIQUIDATION OF THE
DWIGHT PORTFOLIO. UAM FUNDS, INC. FIRST MAILED A PROXY STATEMENT REGARDING ITS
PROPOSED LIQUIDATION OF THE DWIGHT PORTFOLIO ON OR ABOUT SEPTEMBER 27, 2001. UAM
FUNDS, INC. MAILED ANOTHER PROXY STATEMENT TO DWIGHT PORTFOLIO SHAREHOLDERS ON
OR ABOUT DECEMBER 21, 2001. AT THE SPECIAL MEETINGS OF SHAREHOLDERS OF THE
DWIGHT PORTFOLIO AND THEIR SUBSEQUENT ADJOURNMENTS, THERE WERE NOT ENOUGH
HOLDERS OF SHARES PRESENT, IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR
VOTING PURPOSES. AS A RESULT, NO ACTION WAS TAKEN ON THE PROPOSAL TO LIQUIDATE
AND TERMINATE THE DWIGHT PORTFOLIO. ACCORDINGLY, THE UAM FUNDS, INC. IS
RE-SOLICITING YOUR VOTE ON THIS VERY IMPORTANT PROPOSAL.
As used in this proxy statement, the term "Board" refers to the Boards of
Directors of UAM Funds, Inc. and UAM Funds, Inc. II and the Board of Trustees of
UAM Funds Trust. The term "Director" includes each director or trustee of the
Board. 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 principal underwriter of the UAM Funds. Directors who are not
interested persons of the UAM Funds are referred to in this proxy statement as
"Independent Directors."
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SUMMARY OF THE PROPOSALS REQUIRING SHAREHOLDER VOTE
SUMMARY OF PROPOSALS
- --------------------------------------- ----------------------------------------
PROPOSAL AFFECTED PORTFOLIOS (SHAREHOLDERS OF
EACH PORTFOLIO WILL VOTE SEPARATELY)
- --------------------------------------- ----------------------------------------
Proposal 1 - To approve a Acadian Emerging Markets Portfolio
reorganization between the AIC Trust FMA Small Company Portfolio
and UAM Funds on behalf of each of ICM Small Company Portfolio
the UAM Portfolios, forms of which Independence Small Cap Fund
are attached to this proxy McKee International Equity Portfolio
and the subsequent statement, Rice, Hall James Micro Cap Portfolio
dissolution of UAM Funds, Inc. and Rice, Hall James Small/Mid Cap Portfolio
UAM Funds, Inc. II Sirach Bond Portfolio
Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Strategic Balanced Portfolio
Sirach Special Equity Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
Analytic Defensive Equity Fund
Analytic International Fund
Analytic Short-Term Income Fund
Cambiar Opportunity Portfolio
Chicago Asset Management
Value/Contrarian Portfolio
- --------------------------------------- ----------------------------------------
Proposal 2 - To approve the Dwight Limited Maturity Bond Portfolio
liquidation and termination of the
Dwight Portfolio, as set forth in a
Plan of Liquidation, a copy of which
is attached to this proxy statement,
and the subsequent dissolution of
UAM Funds, Inc.
- --------------------------------------- ----------------------------------------
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 telephone, through the Internet 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 telephone, through the Internet, by submitting a
subsequent proxy, or by voting in person at the Meeting. Should you require
additional information regarding the proxy or replacement proxy cards, you
may contact the UAM Funds at 1-877-826-5465.
The UAM Funds expect that the solicitation of proxies from shareholders
will be made by mail, but solicitation also may be made by telephone
communications from officers or
3
employees of Old Mutual US or the investment adviser to your UAM Portfolio
or any of their respective affiliates, who will not receive any
compensation therefore from the UAM Portfolios. The costs of the
solicitation of proxies and the costs of holding the Meeting will be borne
by Old Mutual US, the parent company to certain of the investment advisers
to the UAM Portfolios, except that Dwight Asset Management Company will
bear the costs of soliciting the shareholders of the Dwight Portfolio.
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 the proposal.
If a quorum is not present at the Meeting for any of UAM Funds, Inc., UAM
Funds, Inc. II or UAM Funds Trust, or if a quorum is present at the Meeting
for any of these entities but sufficient votes to approve the proposed item
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 for any of UAM Funds, Inc., UAM Funds, Inc. II
or UAM Funds Trust to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those votes
entitled to be cast with respect to shares that are present at the Meeting
or represented by proxy. A shareholder vote may be taken on the proposal in
this proxy statement prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate. With respect to adjournment,
the persons named as proxies will vote in accordance with their best
judgment at the time.
QUORUM AND REQUIRED VOTE FOR EACH PORTFOLIO OF UAM FUNDS, INC. AND FOR UAM
FUNDS, INC.
The presence in person or by proxy of a majority of all votes entitled to
be cast at the Meeting for each portfolio of UAM Funds, Inc. and for UAM
Funds, Inc. shall constitute a quorum for the transaction of business at
the Meeting for each portfolio of UAM Funds, Inc. and for UAM Funds, Inc.
The approval of the proposals requires (i) with respect to the
reorganization of a particular portfolio of UAM Funds, Inc., the
affirmative vote of an absolute majority of the votes entitled to be cast
of such portfolio, (ii) with respect to the liquidation and termination of
the Dwight Portfolio, the affirmative vote of an absolute majority of the
votes entitled to be cast of the Dwight Portfolio entitled to vote, and
(iii) with respect to the transfer of all of the assets and liabilities of,
and the dissolution of, UAM Funds, Inc., the affirmative vote of an
absolute majority of votes entitled to be cast of UAM Funds, Inc.
QUORUM AND REQUIRED VOTE FOR EACH PORTFOLIO OF UAM FUNDS, INC. II AND FOR UAM
FUNDS, INC. II
The presence in person or by proxy of the holders of thirty percent of the
dollar value of the outstanding shares of stock entitled to vote at the
Meeting for each portfolio of UAM Funds, Inc. II and for UAM Funds, Inc. II
shall constitute a quorum for the transaction of
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business at the Meeting for each portfolio of UAM Funds, Inc. II and for
UAM Funds, Inc. II. The approval of the proposal requires (i) with respect
to the reorganization of a particular portfolio of UAM Funds, Inc. II, the
affirmative vote of an absolute majority of the votes entitled to be cast
of such portfolio, and (ii) with respect to the transfer of all of the
assets and liabilities of, and the dissolution of, UAM Funds, Inc. II, the
affirmative vote of an absolute majority of votes entitled to be cast by
UAM Funds, Inc. II.
QUORUM AND REQUIRED VOTE FOR EACH PORTFOLIO OF UAM FUNDS TRUST
The presence in person or by proxy of thirty percent of the shares entitled
to vote at the Meeting shall constitute a quorum for the transaction of
business at the Meeting for each portfolio of UAM Funds Trust. The approval
of the Proposal with respect to a particular portfolio of UAM Funds Trust
requires the affirmative vote of a "majority of the outstanding voting
securities" of such portfolio, which is the lesser of: (a) 67% or more of
the voting securities of a portfolio present at the Meeting or represented
by proxy if the holders of more than 50% of the outstanding shares of the
portfolio are present in person or by proxy, or (b) more than 50% of the
outstanding shares of the portfolio.
PROPOSAL 1 - APPROVAL OF THE REORGANIZATION
SUMMARY OF THE REORGANIZATION
Shareholders of the UAM Portfolios are being asked to vote on a
reorganization of the UAM Funds into the AIC Trust, pursuant to which each
of the UAM Portfolios will transfer all of its assets and liabilities to
one of twenty newly-organized portfolios (the "AIC Portfolios"), which are
series of the AIC Trust (the "Reorganization"). Each of the UAM Portfolios
and its corresponding AIC Portfolio is listed below. As a result of the
proposed Reorganization, each UAM Portfolio shareholder will become a
shareholder of the corresponding AIC Portfolio and immediately after the
Reorganization will hold shares of such AIC Portfolio with a total dollar
value and number equal to the total dollar value and number such
shareholder held in the UAM Portfolio immediately prior to the
Reorganization. The investment adviser to each UAM Portfolio will continue
to make all investment decisions for the corresponding AIC Portfolio and
SEI Investments Company and its affiliates will serve as administrator and
distributor. DST Systems, Inc. will serve as transfer agent to the AIC
Trust. Union Bank of California will serve as custodian for all of the AIC
Portfolios except for AIC TS&W Equity, AIC TS&W Fixed Income and AIC TS&W
International Equity Portfolios, for which First Union National Bank will
serve as custodian. The Agreement and Plan of Reorganization and
Liquidation between UAM Funds, Inc. and the AIC Trust and the Agreement and
Plan of Reorganization and Liquidation between UAM Funds, Inc. II and the
AIC Trust (each, the "Agreement") provide that UAM Funds, Inc. and UAM
Funds, Inc. II will subsequently dissolve under state law after the
Reorganization is completed. The Agreement and Plan of Reorganization and
Liquidation between UAM Funds Trust and the AIC Trust (the "Agreement" and
together with the Agreement and Plan of Reorganization and Liquidation
between UAM Funds, Inc. and the AIC Trust and the Agreement and Plan of
Reorganization and Liquidation between UAM Funds, Inc. II and the AIC
Trust, the
5
"Agreements") provides that UAM Funds Trust will take any and all steps as
is necessary and proper to effect a complete termination of its UAM
Portfolios. It is currently anticipated that the Reorganization will occur
in the second quarter of 2002.
UAM FUNDS AIC TRUST
--------- ---------
Acadian Emerging Markets Portfolio..........Acadian Emerging Markets Portfolio
FMA Small Company Portfolio.................FMA Small Company Portfolio
ICM Small Company Portfolio.................ICM Small Company Portfolio
Independence Small Cap Fund.................Independence Small Cap Portfolio
(formerly named Independence Small
Cap Fund)
McKee International Equity Portfolio........McKee International Equity Portfolio
Rice, Hall James Micro Cap Portfolio........Rice, Hall James Micro Cap Portfolio
Rice, Hall James Small/Mid Cap Portfolio....Rice, Hall James Small/Mid Cap
Portfolio
Sirach Bond Portfolio.......................Sirach Bond Portfolio
Sirach Growth Portfolio.....................Sirach Growth Portfolio
Sirach Equity Portfolio.....................Sirach Equity Portfolio
Sirach Strategic Balanced Portfolio.........Sirach Strategic Balanced Portfolio
Sirach Special Equity Portfolio.............Sirach Special Equity Portfolio
TS&W Equity Portfolio.......................TS&W Equity Portfolio
TS&W Fixed Income Portfolio.................TS&W Fixed Income Portfolio
TS&W International Equity Portfolio.........TS&W International Equity Portfolio
Analytic Defensive Equity Fund..............Analytic Defensive Equity Fund
Analytic International Fund.................Analytic International Fund
Analytic Short-Term Income Fund.............Analytic Short-Term Income Fund
Cambiar Opportunity Portfolio...............Cambiar Opportunity Portfolio
Chicago Asset Management Value/Contrarian
Portfolio...................................Chicago Asset Management Value
Portfolio (formerly named Chicago
Asset Management Value/Contrarian
Portfolio)
DESCRIPTION OF THE AGREEMENTS
THE AGREEMENT BETWEEN UAM FUNDS, INC. AND THE AIC TRUST. The Agreement
between UAM Funds, Inc. and the AIC Trust provides for: (i) the transfer of
all of the assets of each UAM Portfolio of UAM Funds, Inc. solely in
exchange for shares of beneficial interest of each corresponding AIC
Portfolio and the assumption by each corresponding AIC Portfolio of all
liabilities of the UAM Portfolio, followed by the distribution on the
closing date of the UAM Portfolio's shares to the holders of the UAM
Portfolio shares; and (ii) the transfer of all of the assets and
liabilities to the AIC Trust, and the subsequent dissolution of, UAM Funds,
Inc. On the closing date for the Reorganization, anticipated to be Monday,
June 24, 2002, if one or more UAM Portfolios of UAM Funds, Inc. obtain
shareholder approval for the Reorganization, each UAM Portfolio obtaining
such approval, shall assign, deliver, and otherwise transfer all of its
assets and assign all of the liabilities to the corresponding AIC Portfolio
free and clear of all liens and encumbrances, and such AIC Portfolio will
acquire all the assets and will assume all of the liabilities of
6
the corresponding UAM Portfolio, in exchange for shares of such AIC
Portfolio. In addition, the Agreement provides that the net asset value per
share of each UAM Portfolio and of each corresponding AIC Portfolio will be
equal and the number of shares of each AIC Portfolio issued in exchange for
shares of the corresponding UAM Portfolio will equal the number of shares
of such UAM Portfolio issued and outstanding at the time of the
Reorganization. Prior to the closing of the Reorganization, UAM Funds, Inc.
and the AIC Trust will file Articles of Transfer with the Maryland State
Department of Assessments and Taxation. UAM Funds Inc. will subsequently
dissolve under Maryland law. The Agreement also provides that in the event
an Agreement is approved by only one or some of the UAM Portfolios, the
failure of the other UAM Portfolio(s) to consummate the transactions
contemplated by the Agreement shall not affect the consummation or validity
of the Reorganization with respect to the other UAM Portfolio(s). The
dissolution of UAM Funds, Inc., however, cannot occur until the UAM
Portfolios and the Dwight Portfolio approve their proposals.
The Agreement between UAM Funds, Inc. and the AIC Trust also provides that
the AIC Trust will receive, prior to the closing, an opinion of counsel to
the effect that: (i) UAM Funds, Inc. is duly organized and validly existing
under the laws of the State of Maryland and the Acadian Emerging Markets
Portfolio, FMA Small Company Portfolio, ICM Small Company Portfolio,
Independence Small Cap Fund, McKee International Equity Portfolio, Rice,
Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid Cap Portfolio,
Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach Equity Portfolio,
Sirach Strategic Balanced Portfolio, Sirach Special Equity Portfolio, TS&W
Equity Portfolio, TS&W Fixed Income Portfolio and TS&W International Equity
Portfolio are validly existing series of the UAM Funds, Inc.; (ii) UAM
Funds, Inc. is an open-end management investment company registered under
the 1940 Act; (iii) the Agreement, the Reorganization provided for therein,
and the execution of that Agreement have been duly authorized and approved
by all requisite corporate action of UAM Funds, Inc. and has been duly
executed and delivered by UAM Funds, Inc. on behalf of its UAM Portfolios
and is a valid and binding obligation of UAM Funds, Inc. on behalf of its
UAM 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, with respect to the provision of
the Agreement intended to limit liability to a particular matter for a
particular UAM Portfolio and its assets, including but not limited to
Section 21 of the Agreement (Section 21 of the Agreement, which is attached
to this proxy statement, limits the liability for obligations under the
Agreement to the assets and property of the particular UAM Portfolio) or
with respect to the provisions of the Agreement relating to
indemnification; 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 UAM Funds, Inc. to
enter into the Agreement or carry out its terms on behalf of its UAM
Portfolios that has not been obtained other than where the failure to
obtain such consent, approval, order, or
7
authorization would not have a material adverse affect on the operations of
UAM Funds, Inc.
In addition, UAM Funds, Inc. shall have received, prior to the closing, an
opinion of counsel to the effect that: (i) the AIC Trust and its Acadian
Emerging Markets Portfolio, FMA Small Company Portfolio, ICM Small Company
Portfolio, Independence Small Cap Fund, McKee International Equity
Portfolio, Rice, Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid
Cap Portfolio, Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach
Equity Portfolio, Sirach Strategic Balanced Portfolio, Sirach Special
Equity Portfolio, TS&W Equity Portfolio, TS&W Fixed Income Portfolio and
TS&W International Equity Portfolio 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 that Agreement have been duly authorized and approved by all
requisite corporate action on behalf of each AIC Portfolio and the
Agreement has been duly executed and delivered by the AIC Trust and is a
valid and binding obligation of each 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 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 AIC Portfolios; and (v) the shares of each 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.
THE AGREEMENT BETWEEN UAM FUNDS, INC. II AND THE AIC TRUST. The Agreement
between UAM Funds, Inc. II and the AIC Trust provides for: (i) the transfer
of all of the assets of each UAM Portfolio of UAM Funds, Inc. II solely in
exchange for shares of beneficial interest of each corresponding AIC
Portfolio and the assumption by each corresponding AIC Portfolio of all
liabilities of the UAM Portfolio, followed by the distribution on the
closing date of the UAM Portfolio's shares to the holders of the UAM
Portfolio shares, and (ii) the transfer of all of the assets and
liabilities to the AIC Trust, and the subsequent dissolution of, UAM Funds,
Inc. II. On the closing date for the Reorganization, anticipated to be
Monday, June 24, 2002, if one or more UAM Portfolios of UAM Funds, Inc. II
obtain shareholder approval for the Reorganization, each UAM Portfolio
obtaining such approval, shall assign, deliver, and otherwise transfer all
of its assets and assign all of the liabilities to the corresponding AIC
Portfolio free and clear of all liens and encumbrances, and such AIC
Portfolio will acquire all of the assets and will assume all of the
liabilities of the corresponding UAM Portfolio, in exchange for shares of
such AIC Portfolio. In addition, the Agreement provides that the net asset
value per share of each UAM Portfolio and of each corresponding AIC
Portfolio will be equal and the number of shares of each AIC Portfolio
issued in exchange for shares of the corresponding UAM Portfolio will equal
the number of shares of such UAM Portfolio issued and outstanding
8
at the time of the Reorganization. Prior to the closing of the
Reorganization, UAM Funds, Inc. II and the AIC Trust will file Articles of
Transfer with the Maryland State Department of Assessments and Taxation.
UAM Funds, Inc. II will subsequently dissolve under Maryland law. The
Agreement also provides that in the event an Agreement is approved by only
one or some of the UAM Portfolios, the failure of the other UAM
Portfolio(s) to consummate the transactions contemplated by the Agreement
shall not affect the consummation or validity of the Reorganization with
respect to the other UAM Portfolio(s). The dissolution of UAM Funds, Inc.
II, however, cannot occur until each portfolio in the company approves the
transaction.
The Agreement between UAM Funds, Inc. II and the AIC Trust also provides
that the AIC Trust will receive, prior to the closing, an opinion of
counsel to the effect that: (i) UAM Funds, Inc. II is duly organized and
validly existing under the laws of the State of Maryland and the Analytic
Defensive Equity Fund, Analytic International Fund and Analytic Short-Term
Income Fund are validly existing series of UAM Funds, Inc. II; (ii) UAM
Funds Inc. II is an open-end management investment company registered under
the 1940 Act; (iii) the Agreement, the Reorganization provided for therein,
and the execution of that Agreement have been duly authorized and approved
by all requisite corporate action of UAM Funds, Inc. II and has been duly
executed and delivered by UAM Funds, Inc. II on behalf of its UAM
Portfolios and is a valid and binding obligation of UAM Funds, Inc. II on
behalf of its UAM 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, with respect
to the provision of each Agreement intended to limit liability to a
particular matter for a particular UAM Portfolio and its assets, including
but not limited to Section 21 of the Agreement (Section 21 of the
Agreement, which is attached to this proxy statement, limits the liability
for obligations under the Agreement to the assets and property of the
particular UAM Portfolio) or with respect to the provisions of the
Agreement relating to indemnification; 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 UAM Funds, Inc. II to enter into the Agreement or carry out its terms
on behalf of its UAM 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 UAM Funds, Inc. II.
In addition, UAM Funds, Inc. II shall have received, prior to the closing,
an opinion of counsel to the effect that: (i) the AIC Trust and its
Analytic Defensive Equity Fund, Analytic International Fund and Analytic
Short-Term Income Fund 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 that Agreement have been duly authorized and approved by all requisite
corporate action on behalf of each AIC Portfolio and the Agreement has been
duly executed and delivered by
9
the AIC Trust and is a valid and binding obligation of each 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 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 AIC Portfolios; and (v)
the shares of each AIC Portfolio to be issued in the Reorganization have
been duly authorized and upon issuance thereof in accordance with the
Agreements, will be validly issued, fully paid and non-assessable.
THE AGREEMENT BETWEEN UAM FUNDS TRUST AND THE AIC TRUST. The Agreement
between UAM Funds Trust and the AIC Trust provides for: (i) the transfer of
all of the assets of each UAM Portfolio of UAM Funds Trust solely in
exchange for shares of beneficial interest of each corresponding AIC
Portfolio and the assumption by each corresponding AIC Portfolio of all
liabilities of the UAM Portfolio, followed by the distribution on the
closing date of the UAM Portfolio's shares to the holders of the UAM
Portfolio shares, and (ii) the taking of any and all other steps as is
necessary and proper to effect a complete termination of each of its UAM
Portfolios. On the closing date for the Reorganization, anticipated to be
Monday, June 24, 2002, if one or more UAM Portfolios of UAM Funds Trust
obtain shareholder approval for the Reorganization, each UAM Portfolio
obtaining such approval, shall assign, deliver, and otherwise transfer all
of its assets and assign all of the liabilities to the corresponding AIC
Portfolio free and clear of all liens and encumbrances, and such AIC
Portfolio will acquire all of the assets and will assume all of the
liabilities of the corresponding UAM Portfolio, in exchange for shares of
such AIC Portfolio. In addition, the Agreement provides that the net asset
value per share of each UAM Portfolio and of each corresponding AIC
Portfolio will be equal and the number of shares of each AIC Portfolio
issued in exchange for shares of the corresponding UAM Portfolio will equal
the number of shares of such UAM Portfolio issued and outstanding at the
time of the Reorganization. The Agreement also provides that in the event
an Agreement is approved by only one UAM Portfolio, the failure of the
other UAM Portfolio to consummate the transactions contemplated by the
Agreement shall not affect the consummation or validity of the
Reorganization with respect to the other UAM Portfolio.
The Agreement between UAM Funds Trust and the AIC Trust also provides that
the AIC Trust will receive, prior to the closing, an opinion of counsel to
the effect that: (i) UAM Funds Trust is duly organized and validly existing
under the laws of the State of Delaware and the Cambiar Opportunity
Portfolio and Chicago Asset Management Value/Contrarian Portfolio are
validly existing series of the UAM Funds Trust; (ii) UAM Funds 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 that Agreement have been duly authorized and approved by all requisite
corporate action of UAM Funds Trust and has been duly executed and
delivered by UAM Funds Trust on behalf of its UAM Portfolios and is a valid
and binding obligation of UAM Funds Trust
10
on behalf of its UAM 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, with respect
to the provision of each Agreement intended to limit liability to a
particular matter for a particular UAM Portfolio and its assets, including
but not limited to Section 21 of the Agreement (Section 21 of the
Agreement, which is attached to this proxy statement, limits the liability
for obligations under the Agreement to the assets and property of the
particular UAM Portfolio) or with respect to the provisions of the
Agreement relating to indemnification; 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 UAM Funds Trust to enter into the Agreement or carry out its terms on
behalf of its UAM 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 UAM Funds Trust.
In addition, UAM Funds Trust shall have received, prior to the closing, an
opinion of counsel to the effect that: (i) the AIC Trust and its Cambiar
Opportunity Portfolio and Chicago Asset Management Value Portfolio 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 that Agreement
have been duly authorized and approved by all requisite corporate action on
behalf of each AIC Portfolio and the Agreement has been duly executed and
delivered by the AIC Trust and is a valid and binding obligation of each
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
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 AIC Portfolios;
and (v) the shares of each AIC Portfolio to be issued in the Reorganization
have been duly authorized and upon issuance thereof in accordance with the
Agreements, will be validly issued, fully paid and non-assessable.
TAX CONSEQUENCES OF THE REORGANIZATION
At the time of the closing, UAM Funds, Inc., UAM Funds, Inc. II, UAM Funds
Trust 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 UAM Portfolio upon the transfer of its assets in
exchange, solely for the corresponding shares and the assumption by such
AIC Portfolio of that UAM Portfolio's stated liabilities; (2) no gain or
loss will be
11
recognized by such AIC Portfolio on its receipt of such UAM Portfolio's
assets in exchange for that AIC Portfolio's shares and the assumption by
that AIC Portfolio of such UAM Portfolio's liabilities; (3) the adjusted
basis of such UAM Portfolio's assets in such AIC Portfolio's hands will be
the same as the adjusted basis of those assets in that UAM Portfolio's
hands immediately before the conversion; (4) such AIC Portfolio's holding
period for the assets transferred to the AIC Portfolios by such UAM
Portfolio will include the holding period of those assets in the UAM
Portfolio's hands immediately before the conversion; (5) no gain or loss
will be recognized by such UAM Portfolio on the distribution of such AIC
Portfolio's shares to that UAM Portfolio's shareholders in exchange for
their shares of the UAM Portfolio; (6) no gain or loss will be recognized
to a shareholder of such UAM Portfolio as a result of the UAM Portfolio's
distribution of such AIC Portfolio's shares to that UAM Portfolio's
shareholder in exchange for the UAM Portfolio's shareholder's shares of the
UAM Portfolio; (7) the adjusted basis of such AIC Portfolio's shares
received by such UAM Portfolio's shareholders will be the same as the
adjusted basis of that UAM Portfolio's shareholders' shares of the UAM
Portfolio surrendered in exchange therefor; (8) the holding period of such
AIC Portfolio's shares received by such UAM Portfolio's shareholders will
include the UAM Portfolio's shareholders' holding period for the UAM
Portfolio's shareholders' shares of the Portfolio surrendered in exchange
therefor, provided that such UAM Portfolio's shares were held as capital
assets on the date of the conversion; and (9) each AIC Portfolio will
succeed to and take into account the tax attributes of the corresponding
UAM Portfolio.
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 AIC Portfolios and the UAM
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 AIC Portfolios,
the UAM Portfolios and their respective shareholders.
The UAM Funds and the 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 tax
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, INC. AND ITS UAM PORTFOLIOS
UAM Funds, Inc. 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, Inc. is
located at One Freedom Valley Drive, Oaks, PA 19456. UAM Funds, Inc. 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
12
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 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, 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 Board of UAM Funds, Inc.
The Board of the UAM Funds, Inc. has authorized two classes of shares in
each portfolio: Institutional and Institutional Service. Each portfolio of
UAM Funds, Inc. has 25,000,000 Institutional Class and 10,000,000
Institutional Service Class Shares authorized by its charter, except that
the ICM Small Company Portfolio and Sirach Special Equity Portfolio each
have 50,000,000 Institutional Class Shares and 10,000,000 Institutional
Service Class Shares authorized by the charter. Currently, only
Institutional Class Shares have been issued.
ACADIAN EMERGING MARKETS PORTFOLIO. The Acadian Emerging Markets Portfolio
seeks long-term capital appreciation by investing primarily in common
stocks of emerging country issuers. The Acadian Emerging Markets Portfolio
invests primarily in common stocks, but also may invest in other types of
equity securities, including preferred stock. Normally, the portfolio
invests primarily (at least 80% of its net assets) in equity securities of
issuers that: have their principal securities trading market in an emerging
country; alone or on a consolidated basis derive 50% or more of annual
revenue from goods produced, sales made or services performed in emerging
countries, and are organized under the laws of, and have a principal office
in, an emerging country.
FMA SMALL COMPANY PORTFOLIO. The FMA Small Company Portfolio seeks maximum,
long-term total return, consistent with reasonable risk to principal, by
investing in common stocks of smaller companies in terms of revenues and/or
market capitalization. The portfolio invests primarily in common stocks of
domestic companies that are smaller or less established in terms of
revenues, assets and market capitalization. Under normal circumstances, the
portfolio invests primarily (at least 80% of its net assets) in companies
with small market capitalizations at the time of initial purchase. The
portfolio considers a company to have a small market capitalization when
its market capitalization is less than $2.0 billion. At any given time, the
portfolio may own a diversified group of stocks in several industries. The
portfolio invests mainly in common stocks, but it may also invest in other
types of equity securities.
13
ICM SMALL COMPANY PORTFOLIO. The ICM Small Company Portfolio seeks maximum,
long-term total return consistent with reasonable risk to principal, by
investing primarily in common stocks of smaller companies measured in terms
of revenues and assets and, more importantly, in terms of market
capitalization. The portfolio invests primarily (at least 80% of its net
assets) in common stocks of companies that have market capitalizations that
are under $2 billion. The portfolio invests mainly in common stocks, but it
may also invest in other types of equity securities.
INDEPENDENCE SMALL CAP FUND. The Independence Small Cap Fund (to be called
the Independence Small Cap Portfolio) seeks maximum capital appreciation
consistent with reasonable risk to principal by investing in primarily
smaller companies. The fund invests primarily (at least 80% of its net
assets) in equity securities of companies whose market capitalization is
under $2 billion. The adviser selects securities for the fund using a
bottom-up selection process that focuses on stocks of statistically
undervalued yet promising companies that it believes are likely to show
improving fundamental prospects with an identifiable catalyst for change.
MCKEE INTERNATIONAL EQUITY PORTFOLIO. The McKee International Equity
Portfolio seeks a superior long-term total return over a market cycle by
investing primarily in the equity securities of non-U.S. issuers. The
portfolio invests primarily (at least 80% of its net assets) in companies
located in at least three countries other than the U.S. The adviser looks
for companies with strong balance sheets, competent management and
comparative business advantages such as costs, products and geographical
location.
RICE, HALL JAMES MICRO CAP PORTFOLIO. The Rice, Hall James Micro Cap
Portfolio seeks maximum capital appreciation, consistent with reasonable
risk to principal by investing primarily in small market capitalization
companies. The portfolio invests primarily (at least 80% of its net assets)
in equity securities of companies with market capitalizations of $40
million to $500 million at the time of initial purchase. In selecting
securities for the fund, the adviser emphasizes smaller, emerging companies
possessing the potential to become market leaders in their industries.
RICE, HALL JAMES SMALL/MID CAP PORTFOLIO. The Rice, Hall James Small/Mid
Cap Portfolio seeks maximum capital appreciation, consistent with
reasonable risk to principal by investing primarily in small/mid market
capitalization (small/mid cap) companies. The portfolio invests primarily
(at least 80% of its net assets) in equity securities of companies with
market capitalizations of $300 million to $2.5 billion at the time of
initial purchase. The adviser believes that there are greater pricing
inefficiencies for small/mid cap securities than larger capitalization
securities because this range of the market has less analyst coverage.
SIRACH BOND PORTFOLIO. The Sirach Bond Portfolio seeks to achieve
above-average total return, consistent with reasonable risk to principal,
by investing primarily in dollar-denominated, investment-grade fixed-income
securities. The portfolio invests primarily (at least 80% of its net
assets) in a diversified mix of dollar-denominated, investment-grade debt
securities.
14
SIRACH GROWTH PORTFOLIO. The Sirach Growth Portfolio seeks to provide
long-term capital growth, consistent with reasonable risk to principal, by
investing primarily in common stocks of companies that offer long-term
growth potential. The portfolio invests primarily (at least 80% of its net
assets) in common stocks of companies of all sizes. While the portfolio
invests mainly in common stocks, it may also invest in other types of
equity securities.
SIRACH EQUITY PORTFOLIO. The Sirach Equity Portfolio seeks to provide
long-term capital growth, consistent with reasonable risk to principal, by
investing primarily in common stocks of companies that offer long-term
growth potential. The portfolio invests at least 80% of its assets in
equity securities (primarily in common stocks) of companies of all sizes.
While the portfolio invests primarily in common stocks, it also may invest
in other types of equity securities.
SIRACH STRATEGIC BALANCED PORTFOLIO. The Sirach Strategic Balanced
Portfolio seeks to provide long-term capital growth, consistent with
reasonable risk to principal, by investing in a diversified fund of common
stocks and fixed income securities. The Sirach Strategic Balanced Portfolio
invests in a combination of stocks, bonds and short-term cash equivalents.
Normally, the portfolio will invest approximately 35% to 70% of its assets
in equity securities, and 25% to 50% of its assets in debt securities.
While the adviser can vary the composition of the portfolio within those
ranges, it will typically invest approximately 55% to 60% of the fund's
assets in equity securities and 40% to 45% in debt securities. The
portfolio will invest at least 25% of its total assets in senior debt
securities, including preferred stock.
SIRACH SPECIAL EQUITY PORTFOLIO. The Sirach Special Equity Portfolio seeks
to provide maximum long-term growth of capital, consistent with reasonable
risk to principal, by investing in small capitalized companies with
particularly attractive financial characteristics. The portfolio invests
primarily (at least 80% of its net assets) in common stocks of companies
that have market capitalizations within the market capitalization range of
the Russell 2000 Growth Index at the time of purchase.
TS&W EQUITY PORTFOLIO. The TS&W Equity Portfolio seeks maximum long-term
total return consistent with reasonable risk to principal, by investing in
a diversified portfolio of common stocks of relatively large companies. The
portfolio invests primarily (at least 80% of its net assets) in a
diversified portfolio of common stocks of companies that are relatively
large in terms of revenues and assets, and a market capitalization that
exceeds $3 billion at time of purchase. Although the portfolio will
primarily draw its holdings from larger, more seasoned or established
companies, it may also invest in companies of varying size as measured by
assets, sales or capitalization. The adviser pursues a relative
value-oriented philosophy and attempts to be risk averse believing that
preserving capital in weak market environments should lead to above-average
returns over the long run.
TS&W FIXED INCOME PORTFOLIO. The TS&W Fixed Income Portfolio seeks maximum
long-term total return consistent with reasonable risk to principal, by
investing primarily
15
in investment grade debt securities of varying maturities. The portfolio
invests primarily (at least 80% of its net assets) in a diversified mix of
investment-grade debt securities. Although the portfolio currently intends
to limit its investments to investment-grade securities, it may invest up
to 20% of its total assets in debt securities rated below investment-grade
(junk bonds), preferred stocks and convertible securities, which have debt
characteristics. The adviser expects the weighted maturity of the portfolio
to range from six to twelve years and its duration to range from four to
six years.
TS&W INTERNATIONAL EQUITY PORTFOLIO. The TS&W International Equity
Portfolio seeks maximum long-term total return consistent with reasonable
risk to principal, by investing in a diversified portfolio of common stocks
of primarily non-U.S. issuers on a worldwide basis. The portfolio invests
primarily (at least 80% of its net assets) in equity securities of foreign
companies representing at least three countries other than the United
States and currently intends to invest in at least 12 countries other than
the United States. The adviser will emphasize established companies in
individual foreign markets and will attempt to stress companies and markets
that it believes are undervalued. The portfolio expects capital growth to
be the predominant component of its total return. The portfolio also may
invest in investment-grade debt securities when the adviser believes the
potential for total return from debt securities will equal or exceed that
available from investments in equity securities.
DESCRIPTION OF UAM FUNDS, INC. II AND ITS UAM PORTFOLIOS
UAM Funds, Inc. II was organized under the name "PBHG Advisor Funds, Inc."
as a Maryland corporation on January 9, 1998. On April 7, 1999, the name
was changed to "UAM Funds, Inc. II." The principal executive office of UAM
Funds, Inc. II is located at One Freedom Valley Drive, Oaks, PA 19456. UAM
Funds, Inc. II is an open-end management investment company registered
under the 1940 Act. The Articles of Incorporation, as amended, permit its
governing board to issue ten 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 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, 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 votes entitled to be
cast 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 dollar
(and each fraction of a dollar thereof) of net asset value of shares of
stock outstanding in such holders name on the books of UAM Funds, Inc. II.
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 Board of
UAM Funds, Inc. II.
16
The Board of the UAM Funds, Inc. II has authorized two classes of shares in
each portfolio: Institutional and Institutional Service. Each portfolio of
UAM Funds, Inc. II has 100,000,000 Institutional Class and 100,000,000
Institutional Service Class Shares authorized by its charter. Currently,
only Institutional Class Shares have been issued.
ANALYTIC DEFENSIVE EQUITY FUND. The Analytic Defensive Equity Fund seeks to
obtain a greater long-term total return and smaller fluctuations in
quarterly total return from a diversified, hedged common stock fund than
would be realized from the same fund unhedged. Through its proprietary
investment process, the adviser attempts to create a well-diversified and
significantly hedged portfolio by investing in a combination of stocks,
debt securities and options. The fund normally seeks to achieve its
objective by investing at least 80% of its net assets in equity securities.
ANALYTIC INTERNATIONAL FUND. The Analytic International Fund seeks
above-average total returns through investments in equity securities of
companies located in economies outside the United States. The fund normally
seeks to achieve its objective by investing at least 80% of its net assets
in equity securities of companies located outside the United States,
including American Depositary Receipts, European Depositary Receipts and
other similar global equity securities. While the portfolio may invest in
companies of any size, it usually invests in medium to large companies. The
portfolio does not intend to invest in securities of emerging markets.
ANALYTIC SHORT-TERM INCOME FUND. The Analytic Short-Term Income Fund seeks
to provide a high level of income consistent with both low fluctuations in
market value and low credit risk. The fund normally invests at least 80% of
its net assets in U.S. government securities. The portfolio may invest the
remainder of its assets in investment-grade debt securities. The portfolio
expects its dollar weighted average maturity to be two years and to invest
in debt securities with maturities of three years or less.
DESCRIPTION OF UAM FUNDS TRUST AND ITS UAM PORTFOLIOS
UAM Funds Trust was organized under the name "The Regis Fund II" as a
Delaware business trust on May 18, 1994. On October 31, 1995, the name was
changed to "UAM Funds Trust." The principal executive office of UAM Funds
Trust is located at One Freedom Valley Drive, Oaks, PA 19456. UAM Funds
Trust is an open-end management investment company registered under the
1940 Act. The Agreement and Declaration of Trust, as amended, permit it to
issue an unlimited number of shares of beneficial interest, of separate
series, with no par value. The governing board has the power to create and
designate one or more series or classes of shares of beneficial interest at
any time and 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, 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
17
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 Board of
UAM Funds Trust.
The Declaration of Trust of UAM Funds Trust authorizes the Trustees to
issue classes of shares. The Trustees have authorized Institutional Class
Shares, Institutional Service Class Shares and Advisor Class Shares for UAM
Funds Trust. Currently, each portfolio of UAM Funds Trust has only
Institutional Class Shares outstanding.
CAMBIAR OPPORTUNITY PORTFOLIO. The Cambiar Opportunity Portfolio seeks
capital growth and preservation by investing primarily in common stocks.
The portfolio seeks to provide above-average performance in both rising and
falling market periods by investing in stocks that have limited downside
risk and positive upside potential. Normally, the portfolio invests at
least 65% of its total assets in common stocks of companies that are
relatively large in terms of revenues and assets, and with market
capitalizations over $1 billion at the time of purchase.
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO (TO BE CALLED THE
CHICAGO ASSET MANAGEMENT VALUE PORTFOLIO). The Chicago Asset Management
Value/Contrarian Portfolio (to be called the Chicago Asset Management Value
Portfolio) seeks capital appreciation by investing in the common stock of
large companies. The portfolio invests primarily (at least 80% of its net
assets) in common stocks of companies with large market capitalizations
(typically over $1 billion at the time of purchase). The portfolio seeks to
outperform the market by identifying attractive stocks, but not by
attempting to time the market (i.e., trying to take advantage of shifts in
the overall direction of the market). The portfolio seeks to outperform the
market by investing primarily in established, high-quality companies whose
stocks are selling at attractive prices due to short-term market
misperceptions.
DESCRIPTION OF THE AIC TRUST AND 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" AIC
Portfolios will be duly organized and validly existing series of the AIC
Trust at the time of the Reorganization.
Shareholders of portfolios of the AIC Trust 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
18
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.
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 of a shareholder of a Maryland
corporation or a Delaware
19
business trust, the attributes of a share of beneficial interest of the AIC
Trust are substantially similar in all material respects to those of a
share of common stock of UAM Funds, Inc. or UAM Funds, Inc. II or a share
of beneficial interest of UAM Funds Trust. Each share of a portfolio of the
AIC Trust and the UAM Funds represents an equal proportionate interest in
the related investment portfolio with other shares of the same class and is
entitled to dividends and distributions on the assets belonging to such
investment portfolio as are declared in the discretion of the Boards of
Directors of UAM Funds, Inc. and UAM Funds, Inc. II and the Board of
Trustees of UAM Funds Trust or the Board of Trustees of the AIC Trust, as
the case may be. Shares of UAM Funds, Inc., UAM Funds Trust and the AIC
Trust are entitled to one vote for each full share held and fractional
votes for fractional shares held. Shares of UAM Funds, Inc. II are entitled
to one vote for each dollar (and each fraction of a dollar thereof) of net
asset value of shares of stock outstanding in such holders name on the
books of UAM Funds, Inc. II.
SUMMARY OF DIFFERENCES BETWEEN THE UAM PORTFOLIOS AND THE AIC PORTFOLIOS
Each AIC Portfolio's investment objective, strategy, restrictions, fees and
expenses (after fee waivers) are expected to be substantially similar to
those of its corresponding UAM Portfolio. A summary of the investment
objectives, strategies and policies are listed in the preceding sections.
The total expense ratios (after fee waivers) for the AIC Independence Small
Cap Portfolio, AIC McKee International Equity Portfolio and AIC TS&W
International Equity Portfolio will increase by 0.03%, 0.01% and 0.02%,
respectively. The AIC Portfolios also will have substantially similar
procedures for purchasing, redeeming and exchanging shares as the UAM
Portfolios. Shareholders of the UAM Portfolios currently are permitted to
exchange their shares for shares of any other portfolio of the UAM Funds at
no charge. Shareholders of the AIC Portfolios, however, will only be
permitted to exchange their shares at no charge for shares of other
portfolios advised by the same investment adviser, not for shares of the
other portfolios in the AIC Trust.
INFORMATION ON THE INVESTMENT ADVISERS
Following the conclusion of the Reorganization, the investment adviser to
each UAM Portfolio will continue to serve as investment adviser to the
corresponding AIC Portfolio pursuant to investment advisory agreements
between the AIC Trust and the investment advisers. For its services, each
investment adviser is entitled to a fee, which is calculated at a
percentage rate of average daily net assets of the portfolio(s) it advises.
The investment advisory agreements between the AIC Trust and the investment
advisers are identical in all material respects to those currently in place
with the UAM Portfolios, including with regard to the amount of fees paid
to the investment advisers for their services. These fees, which are listed
below, will be calculated daily and paid on a monthly basis. Certain
investment advisers have voluntarily agreed to limit the total expenses
(excluding interest, taxes, brokerage commissions and ordinary expenses) of
the portfolio(s) it advises. Due to these voluntary expense waivers, the
actual amount of management fees collected by an adviser may fluctuate
depending on the amount of expenses incurred by each portfolio.
20
Listed below is the name, address and corporate form of each investment
adviser:
o Acadian Asset Management, Inc. ("Acadian"), a Massachusetts
corporation located at Ten Post Office Square, Boston, Massachusetts
02109, is investment adviser to Acadian Emerging Markets Portfolio;
o Fiduciary Management Associates, Inc. ("FMA"), a Delaware corporation
located at 55 Monroe Street, Suite 2550, Chicago, Illinois 60603, is
investment adviser to FMA Small Company Portfolio;
o Investment Counselors of Maryland, LLC ("ICM"), a Delaware limited
liability company, located at 803 Cathedral Street, Baltimore,
Maryland 21201, is investment adviser to ICM Small Company Portfolio;
o Independence Investment, LLC ("Independence"), a Delaware limited
liability company located at 53 State Street, Boston, Massachusetts
02109, is investment adviser to Independence Small Cap Fund (to be
called Independence Small Cap Portfolio);
o C.S. McKee L.P. ("McKee"), a Pennsylvania limited partnership located
at One Gateway Center, Pittsburgh, Pennsylvania 15222, is investment
adviser to McKee International Equity Portfolio;
o Rice, Hall James & Associates ("Rice, Hall James"), a California
corporation located at 600 West Broadway, Suite 1000, San Diego,
California 92101, is investment adviser to Rice, Hall James Micro Cap
Portfolio and Rice, Hall James Small/Mid Cap Portfolio;
o Sirach Capital Management, Inc. ("Sirach"), a Washington corporation
located at 520 Pike Tower, 28th Floor, Seattle, Washington 98101, is
investment adviser to Sirach Bond Portfolio, Sirach Growth Portfolio,
Sirach Equity Portfolio, Sirach Strategic Balanced Portfolio and
Sirach Special Equity Portfolio;
o Thompson, Siegel & Walmsley, Inc. ("TS&W"), a Virginia corporation
located at 5000 Monument Avenue, Richmond, Virginia 23230, is
investment adviser to TS&W Equity Portfolio, TS&W Fixed Income
Portfolio and TS&W International Equity Portfolio;
o Analytic Investors, Inc. ("Analytic"), a California corporation
located at 700 South Flower Street, Los Angeles, California 90017, is
investment adviser to Analytic Defensive Equity Fund, Analytic
International Fund and Analytic Short-Term Income Fund;
21
o Cambiar Investors LLC ("Cambiar"), a Colorado limited liability
company located at 2401 East Second Avenue, Suite 400, Denver,
Colorado 80206, is investment adviser to Cambiar Opportunity
Portfolio; and
o Chicago Asset Management Company ("Chicago Asset Management"), a
Delaware corporation located at 70 West Madison Street, 56th Floor,
Chicago, Illinois 60602, is investment adviser to Chicago Asset
Management Value/Contrarian Portfolio (to be called the Chicago Asset
Management Value Portfolio).
Each of the investment advisers to the UAM Portfolios, except Cambiar,
Chicago Asset Management, Independence and McKee, are subsidiaries of Old
Mutual (US) Holdings Inc. (formerly United Asset Management Corporation).
In connection with the acquisition of United Asset Management Corporation
("UAM Corp.") on September 26, 2000 by Old Mutual plc (the "Acquisition"),
Old Mutual plc and UAM Corp. agreed not to take or recommend any action
that would constitute an unfair burden on any portfolio in the UAM Funds
complex within the meaning of Section 15(f) of the 1940 Act. In addition,
UAM Corp. and each of the investment advisers to the portfolios in the UAM
Funds complex, including those that are not affiliated with Old Mutual US,
agreed to maintain the maximum expense ratios disclosed in the then current
prospectuses for the portfolios in the UAM Funds complex on September 26,
2000, the date of the Acquisition, for a period of two years from that
date, consistent with and subject to the then existing conditions of any
voluntary fee waivers unrelated to the Acquisition. Old Mutual US and the
investment advisers will honor these commitments until September 26, 2002.
Specifically, each investment adviser will waive its fees and reimburse the
portfolio it advises to the extent necessary to assure that the management
fee charged to each AIC portfolio is no greater than the management fee
charged to its corresponding UAM Portfolio. In addition, for this period,
each investment adviser will waive its fees and reimburse the portfolio(s)
it advises to the extent necessary to ensure that each AIC Portfolio's
annualized total expense ratio will not materially increase as a result of
the Reorganization. The total expense ratios (after fee waivers) for the
Independence Small Cap Portfolio, McKee International Equity Portfolio and
TS&W International Equity Portfolio will increase by 0.03%, 0.01% and
0.02%, respectively.
FEES AND EXPENSES
The tables below set forth fee and expense information comparing the UAM
Portfolios' expenses as of October 31, 2001 and the estimated expenses of
AIC Portfolios following the Reorganization. The examples below set forth
the cost of investing in the UAM Portfolios and the AIC Portfolios. These
examples can help you to compare the cost of investing in a UAM Portfolio
or its corresponding AIC Portfolio to the cost of investing in other mutual
funds. The examples assume you invest $10,000 in a portfolio for the
periods shown and then redeem all of your shares at the end of those
periods. The example also assumes that you earned a 5% return on your
investment each year, that you reinvested all of your dividends and
distributions and that you paid the total expenses
22
stated above (which do not reflect any expense limitations) throughout the
period of your investment. Your actual costs may be higher or lower.
ACADIAN EMERGING MARKETS PORTFOLIO
===============================================================================================
UAM Acadian Emerging AIC Acadian Emerging
Markets Portfolio Markets Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee 1.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00%
Other Expenses 1.43% 1.42%
----- -----
Total Operating Expenses(1) 2.43% 2.42%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 2.43% 2.42%
===============================================================================================
(1) Acadian has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 2.50%. However,
no fee waivers by Acadian were necessary to keep portfolio expenses below the
cap for the period shown. The adviser may change or cancel this expense
limitation at any time, although it has committed to maintain the expense
limitation through September 26, 2002. In addition, "Other Expenses" includes
amounts related to any expense offset arrangement the portfolio may have that
would reduce its custodian fee based on the amount of cash the portfolio
maintains with its custodian. Further, Acadian may enter into arrangements with
certain broker-dealers who have agreed to pay certain portfolio expenses in
return for the direction of a portion of the portfolio's brokerage business. As
a result of these arrangements, the portfolio's expenses generally may be
reduced, which in turn reduces the cost to Acadian of its voluntary expense
limit.
--------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Acadian Emerging Markets
- --------------------------------------------------------------------------------
Before waiver $349 $758 $1,296 $2,766
- --------------------------------------------------------------------------------
After waiver $349 $758 $1,296 $2,766
- --------------------------------------------------------------------------------
AIC Acadian Emerging Markets
- --------------------------------------------------------------------------------
Before waiver $348 $755 $1,291 $2,756
- --------------------------------------------------------------------------------
After waiver $348 $755 $1,291 $2,756
- --------------------------------------------------------------------------------
23
FMA SMALL COMPANY PORTFOLIO
========================================================================================
UAM FMA Small AIC FMA Small
Company Portfolio Company Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75%
Other Expenses 0.39% 0.35%
----- -----
Total Operating Expenses(1) 1.14% 1.10%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.14% 1.10%
========================================================================================
(1) FMA has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 1.20%. However,
no fee waivers by FMA were necessary to keep portfolio expenses below the cap
for the period shown. The adviser may change or cancel this expense limitation
at any time, although it has committed to maintain the expense limitation
through September 26, 2002. In addition, "Other Expenses" include amounts
related to any expense offset arrangement the portfolio may have that would
reduce its custodian fee based on the amount of cash the portfolio maintains
with its custodian. Further, FMA may enter into arrangements with certain
broker-dealers who have agreed to pay certain portfolio expenses in return for
the direction of a portion of the portfolio's brokerage business. As a result of
these arrangements, the portfolio's expenses generally may be reduced, which in
turn may reduce the cost to FMA of any voluntary expense limit.
------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM FMA Small Company
- --------------------------------------------------------------------------------
Before waiver $116 $362 $628 $1,386
- --------------------------------------------------------------------------------
After waiver $116 $362 $628 $1,386
- --------------------------------------------------------------------------------
AIC FMA Small Company
- --------------------------------------------------------------------------------
Before waiver $112 $350 $606 $1,340
- --------------------------------------------------------------------------------
After waiver $112 $350 $606 $1,340
- --------------------------------------------------------------------------------
24
ICM SMALL COMPANY PORTFOLIO
==========================================================================================
UAM ICM Small AIC ICM Small
Company Portfolio Company Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70%
Other Expenses 0.20% 0.18%
----- -----
Total Operating Expenses(1) 0.90% 0.88%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 0.90% 0.88%
==========================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, ICM may enter
into arrangements with certain broker-dealers who have agreed to pay certain
portfolio expenses in return for the direction of a portion of the portfolio's
brokerage business. As a result of these arrangements, the portfolio's expenses
generally may be reduced, which in turn may reduce the cost to ICM of any
voluntary expense limit.
--------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM ICM Small Company
- --------------------------------------------------------------------------------
Before waiver $92 $287 $498 $1,101
- --------------------------------------------------------------------------------
After waiver $92 $287 $498 $1,101
- --------------------------------------------------------------------------------
AIC ICM Small Company
- --------------------------------------------------------------------------------
Before waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
After waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
25
INDEPENDENCE SMALL CAP FUND
(TO BE CALLED INDEPENDENCE SMALL CAP PORTFOLIO)
=================================================================================================
UAM Independence Small AIC Independence Small
Cap Fund Cap Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.85% 0.85%
Other Expenses 1.22% 1.63%
----- -----
Total Operating Expenses(1) 2.07% 3.22%
Voluntary Fee Waiver 0.10% (0.48)%
----- -----
Net Operating Expenses 1.97% 2.00%
=================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Independence has voluntarily agreed to limit the expenses of the portfolio to
the extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 2.00%. The
adviser may change or cancel this expense limitation at any time, although it
has committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" include amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with its custodian. In addition,
Independence may enter into arrangements with certain broker-dealers who have
agreed to pay certain portfolio expenses in return for the direction of a
portion of the portfolio's brokerage business. As a result of these
arrangements, the portfolio's expenses generally may be reduced, which in turn
may reduce the cost to Independence of any voluntary expense limit.
-------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Independence Small Cap
- --------------------------------------------------------------------------------
Before waiver $210 $649 $1,114 $2,400
- --------------------------------------------------------------------------------
After waiver $200 $618 $1,062 $2,296
- --------------------------------------------------------------------------------
AIC Independence Small Cap
- --------------------------------------------------------------------------------
Before waiver $251 $773 $1,321 $2,816
- --------------------------------------------------------------------------------
After waiver $203 $627 $1,078 $2,327
- --------------------------------------------------------------------------------
26
MCKEE INTERNATIONAL EQUITY PORTFOLIO
=========================================================================================================
UAM McKee International Equity AIC McKee International
Portfolio Equity Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee 1.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70%
Other Expenses 0.35% 0.36%
----- -----
Total Operating Expenses(1) 1.05% 1.06%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.05% 1.06%
=========================================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, McKee may enter
into arrangements with certain broker-dealers who have agreed to pay certain
portfolio expenses in return for the direction of a portion of the portfolio's
brokerage business. As a result of these arrangements, the portfolio's expenses
generally may be reduced, which in turn may reduce the cost to McKee of any
voluntary expense limit.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM McKee International Equity
- --------------------------------------------------------------------------------
Before waiver $107 $334 $579 $1,283
- --------------------------------------------------------------------------------
After waiver $107 $334 $579 $1,283
- --------------------------------------------------------------------------------
AIC McKee International Equity
- --------------------------------------------------------------------------------
Before waiver $108 $337 $585 $1,294
- --------------------------------------------------------------------------------
After waiver $108 $337 $585 $1,294
- --------------------------------------------------------------------------------
27
RICE, HALL JAMES MICRO CAP PORTFOLIO
===============================================================================================
UAM Rice, Hall James AIC Rice, Hall James
Micro Cap Portfolio Micro Cap Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75%
Other Expenses 0.46% 0.46%
----- -----
Total Operating Expenses(1) 1.21% 1.21%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.21% 1.21%
===============================================================================================
(1) Rice, Hall James has voluntarily agreed to limit the expenses of the
portfolio to the extent necessary to keep its total expenses (excluding
interest, taxes, brokerage commission and extraordinary expenses) from exceeding
1.40%. However, no fee waivers by Rice, Hall James were necessary to keep
portfolio expenses below the cap for the period shown. Rice, Hall James may
change or cancel this expense limitation at any time, although it has committed
to maintain the expense limitation through September 26, 2002. In addition,
"Other Expenses" include amounts related to any expense offset arrangement the
portfolio may have that would reduce its custodian fee based on the amount of
cash the portfolio maintains with its custodian. Further, Rice, Hall James may
enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Rice, Hall James of any voluntary expense limit.
---------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Rice, Hall James Micro Cap
- --------------------------------------------------------------------------------
Before waiver $123 $384 $665 $1,466
- --------------------------------------------------------------------------------
After waiver $123 $384 $665 $1,466
- --------------------------------------------------------------------------------
AIC Rice, Hall James Micro Cap
- --------------------------------------------------------------------------------
Before waiver $123 $384 $665 $1,466
- --------------------------------------------------------------------------------
After waiver $123 $384 $665 $1,466
- --------------------------------------------------------------------------------
28
RICE, HALL JAMES SMALL/MID CAP PORTFOLIO
====================================================================================================
UAM Rice, Hall James AIC Rice, Hall James
Small/Mid Cap Portfolio Small/Mid Cap Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.80% 0.80%
Other Expenses 0.59% 0.48%
----- -----
Total Operating Expenses(1) 1.39% 1.28%
Voluntary Fee Waiver (0.14%) (0.03%)
----- -----
Net Operating Expenses 1.25% 1.25%
====================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Rice, Hall James has voluntarily agreed to limit the expenses of the portfolio
to the extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 1.25%. Rice,
Hall James may change or cancel this expense limitation at any time, although it
has committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Rice,
Hall James may enter into arrangements with certain broker-dealers who have
agreed to pay certain portfolio expenses in return for the direction of a
portion of the portfolio's brokerage business. As a result of these
arrangements, the portfolio's expenses generally may be reduced, which in turn
may reduce the cost to Rice, Hall James of its voluntary expense limit.
---------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Rice, Hall James Small/Mid Cap
- --------------------------------------------------------------------------------
Before waiver $142 $440 $761 $1,669
- --------------------------------------------------------------------------------
After waiver $127 $397 $686 $1,511
- --------------------------------------------------------------------------------
AIC Rice, Hall James Small/Mid Cap
- --------------------------------------------------------------------------------
Before waiver $130 $406 $702 $1,545
- --------------------------------------------------------------------------------
After waiver $127 $397 $686 $1,511
- --------------------------------------------------------------------------------
29
SIRACH BOND PORTFOLIO
========================================================================================
UAM Sirach Bond AIC Sirach Bond
Portfolio Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.35% 0.35%
Other Expenses 0.39% 0.30%
----- -----
Total Operating Expenses(1) 0.74% 0.65%
Voluntary Fee Waiver (0.24%) (0.15%)
----- -----
Net Operating Expenses 0.50% 0.50%
========================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Sirach has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 0.50%. Sirach
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Sirach
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Sirach of its voluntary expense limit.
----------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Sirach Bond
- --------------------------------------------------------------------------------
Before waiver $76 $237 $411 $918
- --------------------------------------------------------------------------------
After waiver $51 $160 $280 $628
- --------------------------------------------------------------------------------
AIC Sirach Bond
- --------------------------------------------------------------------------------
Before waiver $66 $208 $362 $810
- --------------------------------------------------------------------------------
After waiver $51 $160 $280 $628
- --------------------------------------------------------------------------------
30
SIRACH GROWTH PORTFOLIO
========================================================================================
UAM Sirach Growth AIC Sirach Growth
Portfolio Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65%
Other Expenses 0.61% 0.58%
----- -----
Total Operating Expenses(1) 1.26% 1.23%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.26% 1.23%
========================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, Sirach may
enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Sirach of any voluntary expense limit.
----------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Sirach Growth
- --------------------------------------------------------------------------------
Before waiver $128 $400 $692 $1,523
- --------------------------------------------------------------------------------
After waiver $128 $400 $692 $1,523
- --------------------------------------------------------------------------------
AIC Sirach Growth
- --------------------------------------------------------------------------------
Before waiver $125 $390 $676 $1,489
- --------------------------------------------------------------------------------
After waiver $125 $390 $676 $1,489
- --------------------------------------------------------------------------------
31
SIRACH EQUITY PORTFOLIO
===========================================================================================
UAM Sirach Equity AIC Sirach Equity
Portfolio Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65%
Other Expenses 0.53% 0.52%
----- -----
Total Operating Expenses(1) 1.18% 1.17%
Voluntary Fee Waiver (0.28%) (0.27%)
----- -----
Net Operating Expenses 0.90% 0.90%
===========================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Sirach has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 0.90%. Sirach
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Sirach
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Sirach of its voluntary expense limit.
-------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Sirach Equity
- --------------------------------------------------------------------------------
Before waiver $120 $375 $649 $1,432
- --------------------------------------------------------------------------------
After waiver $92 $287 $498 $1,108
- --------------------------------------------------------------------------------
AIC Sirach Equity
- --------------------------------------------------------------------------------
Before waiver $119 $372 $644 $1,420
- --------------------------------------------------------------------------------
After waiver $92 $287 $498 $1,108
- --------------------------------------------------------------------------------
32
SIRACH STRATEGIC BALANCED PORTFOLIO
==============================================================================================
UAM Sirach Strategic AIC Sirach Strategic
Balanced Portfolio Balanced Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.65% 0.65%
Other Expenses 0.40% 0.36%
----- -----
Total Operating Expenses(1) 1.05% 1.01%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.05% 1.01%
==============================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, Sirach may
enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Sirach of any voluntary expense limit.
------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Sirach Strategic Balanced
- --------------------------------------------------------------------------------
Before waiver $107 $334 $579 $1,283
- --------------------------------------------------------------------------------
After waiver $107 $334 $579 $1,283
- --------------------------------------------------------------------------------
AIC Sirach Strategic Balanced
- --------------------------------------------------------------------------------
Before waiver $103 $322 $558 $1,236
- --------------------------------------------------------------------------------
After waiver $103 $322 $558 $1,236
- --------------------------------------------------------------------------------
33
SIRACH SPECIAL EQUITY PORTFOLIO
==========================================================================================
UAM Sirach Special AIC Sirach Special
Equity Portfolio Equity Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.70% 0.70%
Other Expenses 0.27% 0.27%
----- -----
Total Operating Expenses(1) 0.97% 0.97%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 0.97% 0.97%
==========================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, Sirach may
enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Sirach of any voluntary expense limit.
------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Sirach Special Equity
- --------------------------------------------------------------------------------
Before waiver $99 $309 $536 $1,190
- --------------------------------------------------------------------------------
After waiver $99 $309 $536 $1,190
- --------------------------------------------------------------------------------
AIC Sirach Special Equity
- --------------------------------------------------------------------------------
Before waiver $99 $309 $536 $1,190
- --------------------------------------------------------------------------------
After waiver $99 $309 $536 $1,190
- --------------------------------------------------------------------------------
34
TS&W EQUITY PORTFOLIO
=======================================================================================
UAM TS&W Equity AIC TS&W Equity
Portfolio Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.75% 0.75%
Other Expenses 0.44% 0.43%
----- -----
Total Operating Expenses(1) 1.19% 1.18%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.19% 1.18%
=======================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, TS&W may enter
into arrangements with certain broker-dealers who have agreed to pay certain
portfolio expenses in return for the direction of a portion of the portfolio's
brokerage business. As a result of these arrangements, the portfolio's expenses
generally may be reduced, which in turn may reduce the cost to TS&W of any
voluntary expense limit.
-----------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM TS&W Equity
- --------------------------------------------------------------------------------
Before waiver $121 $378 $654 $1,443
- --------------------------------------------------------------------------------
After waiver $121 $378 $654 $1,443
- --------------------------------------------------------------------------------
AIC TS&W Equity
- --------------------------------------------------------------------------------
Before waiver $120 $375 $649 $1,432
- --------------------------------------------------------------------------------
After waiver $120 $375 $649 $1,432
- --------------------------------------------------------------------------------
35
TS&W FIXED INCOME PORTFOLIO
========================================================================================
UAM TS&W Fixed AIC TS&W Fixed
Income Portfolio Income Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.45% 0.45%
Other Expenses 0.43% 0.43%
----- -----
Total Operating Expenses(1) 0.88% 0.88%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 0.88% 0.88%
========================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, TS&W may enter
into arrangements with certain broker-dealers who have agreed to pay certain
portfolio expenses in return for the direction of a portion of the portfolio's
brokerage business. As a result of these arrangements, the portfolio's expenses
generally may be reduced, which in turn may reduce the cost to TS&W of any
voluntary expense limit.
---------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM TS&W Fixed Income
- --------------------------------------------------------------------------------
Before waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
After waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
AIC TS&W Fixed Income
- --------------------------------------------------------------------------------
Before waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
After waiver $90 $281 $488 $1,084
- --------------------------------------------------------------------------------
36
TS&W INTERNATIONAL EQUITY PORTFOLIO
==================================================================================================
UAM TS&W International AIC TS&W International
Equity Portfolio Equity Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee 1.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00%
Other Expenses 0.43% 0.45%
----- -----
Total Operating Expenses(1) 1.43% 1.45%
Voluntary Fee Waiver N/A N/A
----- -----
Net Operating Expenses 1.43% 1.45%
==================================================================================================
(1) "Other Expenses" include amounts related to any expense offset arrangement
the portfolio may have that would reduce its custodian fee based on the amount
of cash the portfolio maintains with its custodian. In addition, TS&W may enter
into arrangements with certain broker-dealers who have agreed to pay certain
portfolio expenses in return for the direction of a portion of the portfolio's
brokerage business. As a result of these arrangements, the portfolio's expenses
generally may be reduced, which in turn may reduce the cost to TS&W of any
voluntary expense limit.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM TS&W International Equity
- --------------------------------------------------------------------------------
Before waiver $146 $452 $782 $1,713
- --------------------------------------------------------------------------------
After waiver $146 $452 $782 $1,713
- --------------------------------------------------------------------------------
AIC TS&W International Equity
- --------------------------------------------------------------------------------
Before waiver $148 $459 $792 $1,735
- --------------------------------------------------------------------------------
After waiver $148 $459 $792 $1,735
- --------------------------------------------------------------------------------
37
ANALYTIC DEFENSIVE EQUITY FUND
==================================================================================================
UAM Analytic Defensive AIC Analytic Defensive
Equity Fund Equity Fund
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.60% 0.60%
Other Expenses 0.82% 1.09%
----- -----
Total Operating Expenses(1) 1.42% 1.69%
Voluntary Fee Waiver (0.43%) (0.70%)
----- -----
Net Operating Expenses 0.99% 0.99%
==================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Analytic has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 0.99%. Analytic
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Analytic
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Analytic of its voluntary expense limit.
In addition, because the UAM expense ratio shown above is annualized based on
the portfolio's operating expenses as of October 31, 2001, the amount
constituting "Other Expenses" varies from the amount shown in the portfolio's
current prospectus, but, due to the voluntary fee waiver, does not have an
impact on the "Net Operating Expenses" for the portfolio. For the fiscal year
ended December 31, 2001, the "Other Expenses" and "Total Operating Expenses" for
the UAM Analytic Defensive Equity Fund, before fee waivers, were 0.55% and
1.15%, respectively.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Analytic Defensive Equity
- --------------------------------------------------------------------------------
Before waiver $145 $449 $776 $1,702
- --------------------------------------------------------------------------------
After waiver $101 $315 $547 $1,213
- --------------------------------------------------------------------------------
AIC Analytic Defensive Equity
- --------------------------------------------------------------------------------
Before waiver $172 $533 $918 $1,998
- --------------------------------------------------------------------------------
After waiver $101 $315 $547 $1,213
- --------------------------------------------------------------------------------
38
ANALYTIC INTERNATIONAL FUND
==================================================================================================
UAM Analytic International AIC Analytic International
Fund Fund
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00%
Other Expenses 3.89% 3.78%
----- -----
Total Operating Expenses(1) 4.89% 4.78%
Voluntary Fee Waiver (3.59%) (3.48%)
----- -----
Net Operating Expenses 1.30% 1.30%
==================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Analytic has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 1.30%. Analytic
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Analytic
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Analytic of its voluntary expense limit.
In addition, because the UAM expense ratio shown above is annualized based on
the portfolio's operating expenses as of October 31, 2001, the amount
constituting "Other Expenses" varies from the amount shown in the portfolio's
current prospectus, but, due to the voluntary fee waiver, does not have an
impact on the "Net Operating Expenses" for the portfolio. For the fiscal year
ended December 31, 2001, the "Other Expenses" and "Total Operating Expenses" for
the UAM Analytic International Fund, before fee waivers, were 3.20% and 4.20%,
respectively.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Analytic International
- --------------------------------------------------------------------------------
Before waiver $489 $1,469 $2,452 $4,917
- --------------------------------------------------------------------------------
After waiver $132 $412 $713 $1,568
- --------------------------------------------------------------------------------
AIC Analytic International
- --------------------------------------------------------------------------------
Before waiver $479 $1,439 $2,403 $4,833
- --------------------------------------------------------------------------------
After waiver $132 $412 $713 $1,568
- --------------------------------------------------------------------------------
39
ANALYTIC SHORT-TERM INCOME FUND
==================================================================================================
UAM Analytic Short-Term AIC Analytic Short-Term
Income Fund Income Fund
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.30% 0.30%
Other Expenses 3.58% 3.09%
----- -----
Total Operating Expenses(1) 3.88% 3.39%
Voluntary Fee Waiver (3.28%) (2.79%)
----- -----
Net Operating Expenses 0.60% 0.60%
==================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Analytic has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 0.60%. Analytic
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Analytic
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Analytic of its voluntary expense limit.
In addition, because the UAM expense ratio shown above is annualized based on
the portfolio's operating expenses as of October 31, 2001, the amount
constituting "Other Expenses" varies from the amount shown in the portfolio's
current prospectus, but, due to the voluntary fee waiver, does not have an
impact on the "Net Operating Expenses" for the portfolio. For the fiscal year
ended December 31, 2001, the "Other Expenses" and "Total Operating Expenses" for
the UAM Analytic Short-Term Income Fund, before fee waivers, were 3.15% and
3.45%, respectively.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Analytic Short-Term Income
- --------------------------------------------------------------------------------
Before waiver $390 $1,184 $1,995 $4,104
- --------------------------------------------------------------------------------
After waiver $61 $192 $335 $750
- --------------------------------------------------------------------------------
AIC Analytic Short-Term Income
- --------------------------------------------------------------------------------
Before waiver $342 $1,042 $1,765 $3,676
- --------------------------------------------------------------------------------
After waiver $61 $192 $335 $750
- --------------------------------------------------------------------------------
40
CAMBIAR OPPORTUNITY PORTFOLIO
==================================================================================================
UAM Cambiar Opportunity AIC Cambiar Opportunity
Portfolio Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 1.00% 1.00%
Other Expenses 1.27% 1.48%
----- -----
Total Operating Expenses(1) 2.27% 2.48%
Voluntary Fee Waiver (0.97%) (1.18%)
----- -----
Net Operating Expenses 1.30% 1.30%
==================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Cambiar has voluntarily agreed to limit the expenses of the portfolio to the
extent necessary to keep its total expenses (excluding interest, taxes,
brokerage commission and extraordinary expenses) from exceeding 1.30%. Cambiar
may change or cancel this expense limitation at any time, although it has
committed to maintain the expense limitation through September 26, 2002. In
addition, "Other Expenses" includes amounts related to any expense offset
arrangement the portfolio may have that would reduce its custodian fee based on
the amount of cash the portfolio maintains with the custodian. Further, Cambiar
may enter into arrangements with certain broker-dealers who have agreed to pay
certain portfolio expenses in return for the direction of a portion of the
portfolio's brokerage business. As a result of these arrangements, the
portfolio's expenses generally may be reduced, which in turn may reduce the cost
to Cambiar of its voluntary expense limit.
In addition, because the UAM expense ratio shown above is annualized based on
the portfolio's operating expenses as of October 31, 2001, the amount
constituting "Other Expenses" varies from the amount shown in the portfolio's
current prospectus, but, due to the voluntary fee waiver, does not have an
impact on the "Net Operating Expenses" for the portfolio. For the fiscal year
ended April 30, 2001, the "Other Expenses" and "Total Operating Expenses" for
the UAM Cambiar Opportunity Portfolio, before fee waivers, were 2.91% and 3.91%,
respectively.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Cambiar Opportunity
- --------------------------------------------------------------------------------
Before waiver $230 $709 $1,215 $2,605
- --------------------------------------------------------------------------------
After waiver $132 $412 $713 $1,568
- --------------------------------------------------------------------------------
AIC Cambiar Opportunity
- --------------------------------------------------------------------------------
Before waiver $251 $773 $1,321 $2,816
- --------------------------------------------------------------------------------
After waiver $132 $412 $713 $1,568
- --------------------------------------------------------------------------------
41
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
(TO BE CALLED CHICAGO ASSET MANAGEMENT VALUE PORTFOLIO)
==================================================================================================
UAM Chicago Asset Management AIC Chicago Asset
Value/Contrarian Portfolio Management Value Portfolio
SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Redemption Fee None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management Fees 0.625% 0.625%
Other Expenses 0.85% 0.81%
----- -----
Total Operating Expenses(1) 1.48% 1.44%
Voluntary Fee Waiver (0.23%) (0.19%)
----- -----
Net Operating Expenses 1.25% 1.25%
==================================================================================================
(1) "Total Operating Expenses" presented in the table above may be higher than
the expenses you would actually pay as a shareholder in the portfolio because
Chicago Asset Management has voluntarily agreed to limit the expenses of the
portfolio to the extent necessary to keep its total expenses (excluding
interest, taxes, brokerage commission and extraordinary expenses) from exceeding
1.25%. Chicago Asset Management may change or cancel this expense limitation at
any time, although it has committed to maintain the expense limitation through
September 26, 2002. In addition, "Other Expenses" includes amounts related to
any expense offset arrangement the portfolio may have that would reduce its
custodian fee based on the amount of cash the portfolio maintains with the
custodian. Further, Chicago Asset Management may enter into arrangements with
certain broker-dealers who have agreed to pay certain portfolio expenses in
return for the direction of a portion of the portfolio's brokerage business. As
a result of these arrangements, the portfolio's expenses generally may be
reduced, which in turn may reduce the cost to Chicago Asset Management of its
voluntary expense limit.
In addition, because the UAM expense ratio shown above is annualized based on
the portfolio's operating expenses as of October 31, 2001, the amount
constituting "Other Expenses" varies from the amount shown in the portfolio's
current prospectus, but, due to the voluntary fee waiver, does not have an
impact on the "Net Operating Expenses" for the portfolio. For the fiscal year
ended April 30, 2001, the "Other Expenses" and "Total Operating Expenses" for
the UAM Chicago Asset Management Value/Contrarian Portfolio, before fee waivers,
were 0.62% and 1.25%, respectively.
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
UAM Chicago Asset Management
Value/Contrarian
- --------------------------------------------------------------------------------
Before waiver $151 $468 $808 $1,768
- --------------------------------------------------------------------------------
After waiver $127 $397 $686 $1,511
- --------------------------------------------------------------------------------
AIC Chicago Asset Management
Value
- --------------------------------------------------------------------------------
Before waiver $146 $452 $782 $1,713
- --------------------------------------------------------------------------------
After waiver $127 $397 $686 $1,511
- --------------------------------------------------------------------------------
42
INFORMATION ON SEI INVESTMENTS MUTUAL FUNDS SERVICES ("ADMINISTRATOR")
The Administrator to the AIC Trust is a Delaware business trust. 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 AIC Portfolio, which is calculated daily and paid monthly
based on the asset level of the respective AIC Portfolio. Each AIC
Portfolio pays the Administrator at an annual rate of: 0.12% on the first
$250 million of average daily net assets; 0.10% on the next $250 million of
average daily net assets; 0.08% on the next $250 million of average daily
net assets; and 0.04% on average daily net assets over $750 million. Each
investment adviser to the AIC Portfolios will pay a minimum annual
administration fee of $125,000 for one portfolio with one class. The cost
for an adviser to add additional portfolios to the Administration Agreement
is $125,000 for a second portfolio, $100,000 for a third portfolio and
$75,000 for any additional portfolios. The cost for an adviser to add
additional classes to the Administration Agreement is $20,000 for each
additional class per portfolio. These fee schedules, and the Administration
Agreement between the Administrator and the AIC Trust, is in effect for a
two-year period beginning October 31, 2002.
The Administrator currently also provides administration services to UAM
Funds. Each UAM Portfolio pays the Administrator a base fee and a fee based
on the net assets of the portfolio. The base fee is $54,000 per portfolio
and each domestic portfolio pays the Administrator .073% of its average net
assets, each international portfolio pays the Administrator .093% of its
average net assets and the Chicago Asset Management Value/Contrarian
Portfolio, Sirach Strategic Balanced Portfolio, TS&W Equity Portfolio and
Analytic Defensive Equity Fund each pay the Administrator .093% of its
average net assets. This fee schedule and the Administration Agreement
between the Administrator and the UAM Funds is in effect for an
eighteen-month period.
The Administration Agreement between the Administrator and the AIC Trust
provides that the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the AIC Portfolios
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.
43
DIFFERENCES IN SERVICE PROVIDERS
------------------------------------------------------------------------------
UAM FUNDS AIC TRUST
- ------------------------------------------------------------------------------------------------------------
Administrator SEI Investments Mutual Funds Services SEI Investments Mutual Funds Services
One Freedom Valley Drive One Freedom Valley Drive
Oaks, PA 19456 Oaks, PA 19456
- ------------------------------------------------------------------------------------------------------------
Shareholder Servicing Agent PBHG Shareholder Services Center, Inc. N/A
825 Duportail Road
Wayne, PA 19087
- ------------------------------------------------------------------------------------------------------------
Principal Underwriter/ Funds Distributor, Inc. SEI Investments Distribution Co.*
Distributor 60 State Street One Freedom Valley Drive
Suite 1300 Oaks, PA 19456
Boston, MA 02109
- ------------------------------------------------------------------------------------------------------------
Transfer Agent DST Systems, Inc. DST Systems, Inc.
330 W. 9th Street 330 W. 9th Street
Kansas City, MO 64105 Kansas City, MO 64105
- ------------------------------------------------------------------------------------------------------------
Custodian First Union National Bank First Union National Bank**
125 Broad Street 125 Broad Street
Philadelphia, PA 19109 Philadelphia, PA 19109
(for UAM Funds, Inc. II) or
and Union Bank of California***
J.P. Morgan Chase & Co. 475 Sansome Street
4 Chase MetroTech Center Suite 1200
Brooklyn, NY 11245 San Francisco, CA 94111
(for UAM Funds, Inc. and
UAM Funds Trust)
- ------------------------------------------------------------------------------------------------------------
Auditor PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
Two Commerce Square 160 Federal Street
2001 Market Street Boston, MA 02110
Philadelphia, PA 19103
- ------------------------------------------------------------------------------------------------------------
* The Distributor for the AIC Trust is a wholly-owned subsidiary of SEI
Investments. The Distributor for the AIC Trust will not receive compensation
for distribution of shares of the AIC Portfolios.
** For the TS&W Equity, TS&W Fixed Income and TS&W International Equity
Portfolios.
***For the Acadian Emerging Markets, FMA Small Company, ICM Small Company,
Independence Small Cap, McKee International Equity, Rice, Hall James Micro
Cap, Rice, Hall James Small/Mid Cap, Sirach Bond, Sirach Growth, Sirach
Equity, Sirach Strategic Balanced, Sirach Special Equity, Analytic Defensive
Equity, Analytic International, Analytic Short-Term Income, Cambiar
Opportunity and Chicago Asset Management Value Portfolios.
RECOMMENDATION OF DIRECTORS
Over a series of Board meetings, including those held on November 14, 2001,
January 17, 2002 and February 11, 2002, the Board met with and without the
investment advisers to the UAM Portfolios, representatives of SEI
Investments and Old Mutual US to consider the Reorganization. On February
11, 2002, representatives of SEI Investments and Old Mutual US, on behalf
of each investment adviser participating in the Reorganization, advised the
Independent Directors that the investment advisers agreed to
44
terms of the Reorganization, pursuant to which the assets of each UAM
Portfolio would be transferred to the new AIC Portfolios, which are series
of the AIC Trust, and recommended consummation of the proposed
transactions. At that time, representatives of SEI Investments and Old
Mutual US, on behalf of each investment adviser participating in the
Reorganization, described the general terms of the proposed Reorganization
and the perceived benefits for each UAM Portfolio. The Independent
Directors discussed the transactions with representatives from Old Mutual
US and SEI Investments. Counsel to the UAM Portfolios advised the
Independent Directors, among other things, that the Board should make a
reasonable determination, based upon all information presented to them in
connection with the transactions, that they do not expect the proposed
Reorganization to have an adverse effect on the operations of the UAM
Portfolios or their shareholders.
On February 11, 2002, 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) each AIC Portfolio
will have substantially similar investment objectives, strategies, policies
and limitations as those of its corresponding UAM Portfolio; and (2) the
same investment advisers who manage each UAM Portfolio will continue to
manage the corresponding AIC Portfolio after the Reorganization.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF
THE REORGANIZING PORTFOLIOS VOTE TO APPROVE PROPOSAL 1
PROPOSAL 2 - APPROVAL OF THE PLAN OF LIQUIDATION OF THE DWIGHT PORTFOLIO
================================================================================
BACKGROUND
The Dwight Portfolio began operations as a UAM Funds, Inc. portfolio on
December 18, 1989. The Dwight Portfolio seeks maximum total return
consistent with reasonable risk to principal and has invested primarily in
investment grade debt securities since its inception.
Notwithstanding the marketing of the Dwight Portfolio's shares, growth in
the Dwight Portfolio's assets has been unsatisfactory. During the period
from commencement of operations through October 31, 1998, the Dwight
Portfolio's assets reached a level of $35.9 million; however, assets have
decreased to less than $_________ as of March 31, 2002. Several marketing
efforts were not adequate to significantly increase the size of the Dwight
Portfolio and the Dwight Portfolio's investment adviser believes that the
prospect for growth is limited. The Board of Directors of UAM Funds, Inc.
has considered the total asset level of the Dwight Portfolio and the
performance of the Dwight Portfolio before and after deducting certain
expenses arising from the operation of the Dwight Portfolio and the impact
of such expenses on the investment results of the Dwight Portfolio.
45
Sales of the Dwight Portfolio shares have not been sufficient to allow the
Dwight Portfolio to reach a size adequate, in the judgment of the Board, to
spread expenses over a sufficient asset base to provide a satisfactory
return to shareholders. As a result, the Board instructed the officers of
UAM Funds, Inc. 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. It appeared to management that the relatively small size of
the Dwight Portfolio, the time required to effect a transaction, and
regulatory expenses involved in either a merger or transfer of the assets
to another mutual fund, and current market conditions could make such a
course more expensive than the benefit which could be expected by the
shareholders. The officers investigated the steps required for liquidation
of the Dwight Portfolio, subject to presentation of a final report to the
Board.
BOARD CONSIDERATIONS
At its September 7, 2001 meeting, the Board reviewed the limited prospects
for renewed growth of the assets of the Dwight Portfolio, the efforts and
expenses of the distributor to distribute shares of the Dwight Portfolio,
and the effect of the operating expenses on the historic and anticipated
returns of shareholders. At the time of the September 7, 2001 meeting, the
expenses of the Dwight Portfolio were 1.34% of its average daily net
assets. For the most recent fiscal year, the expenses of the Dwight
Portfolio were 2.50% of its average net assets. The expense ratio of the
Dwight Portfolio is expected to be substantially the same for the present
fiscal year, and is expected to increase for the next fiscal year at the
current net asset level. Moreover, the presence of larger funds with
similar investment objectives better able to operate on an efficient basis
and provide higher returns to shareholders made it unlikely that the Dwight
Portfolio could achieve a significant increase in asset size and achieve
economies of scale. On September 7, 2001, the Board concluded that it would
be in the interest of the shareholders of the Dwight Portfolio to liquidate
the Dwight Portfolio promptly, in accordance with a Plan of Liquidation.
The Board reaffirmed this decision on December 4, 2001 and again on March
21, 2002. (See "General Tax Consequences" below.)
Because the Dwight Portfolio will now be in existence at the time the
dissolution of UAM Funds, Inc. is submitted to shareholders, on March 21,
2002, the Board authorized the revision of the Plan to allow shareholders
of UAM Funds, Inc. to vote on the dissolution, as required by Maryland law.
Therefore, if the UAM Portfolios of UAM Funds, Inc. and the Dwight
Portfolio approve their respective proposals, the reorganization of the
respective UAM Portfolios into the AIC Trust and the liquidation of the
Dwight Portfolio will occur and UAM Funds, Inc. will be dissolved under
state law.
PLAN OF LIQUIDATION
The Board of Directors has approved the Plan of Liquidation (the "Plan")
summarized in this section and set forth as Exhibit D to this proxy
statement.
46
1. EFFECTIVE DATE OF THE PLAN AND CESSATION OF THE BUSINESS OF THE DWIGHT
PORTFOLIO. The Plan will become effective on the date of its adoption and
approval by a majority of the shares of the Dwight Portfolio entitled to
vote. Following this approval, the Dwight Portfolio (i) will cease to
invest its assets in accordance with its investment objective and will sell
the portfolio securities it owns in order to convert its assets to cash;
(ii) will not engage in any business activities except for the purposes of
winding up the business and affairs of the Dwight Portfolio, preserving the
value of assets of the Dwight Portfolio and distributing its assets to
shareholders after the payment to (or reservation of assets for payment to)
all creditors of the Dwight Portfolio; and (iii) the Dwight Portfolio will
terminate in accordance with governing laws and the Articles of
Incorporation of the Fund. (Plan, Sections 1, 2 and 3)
2. CLOSING OF BOOKS AND RESTRICTION OF TRANSFER AND REDEMPTION OF SHARES. The
proportionate interests of shareholders in the assets of the Dwight
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 Dwight Portfolio
will be closed and the shareholders' respective assets will not be
transferable by the negotiation of stock certificates. (Plan, Section 4)
3. LIQUIDATING DISTRIBUTION. As soon as possible after approval of the Plan,
and in any event within fourteen days thereafter, UAM Funds, Inc. on behalf
of the Dwight Portfolio will mail the following to each shareholder of
record of the Dwight Portfolio on the effective date of the Plan: (i) to
each shareholder not holding stock certificates of the Dwight Portfolio,
liquidating cash distribution equal to the shareholder's proportionate
interest in the net assets of the Dwight Portfolio, (ii) to each
shareholder holding stock certificates of the Dwight Portfolio, a
confirmation showing such shareholder's proportionate interest in the net
assets of the Dwight Portfolio with advice that such shareholder will be
paid in cash upon return of the stock certificates; and (iii) information
concerning the sources of the liquidating distribution. (Plan, Section 7)
4. EXPENSES. Dwight Asset Management Company, the Dwight Portfolio's
investment adviser, will bear all expenses incurred by it in carrying out
the Plan. It is expected that other liabilities of the Dwight Portfolio
incurred or expected to be incurred prior to the date of the liquidating
distribution will be paid by the Dwight Portfolio, or set aside for
payment, prior to the mailing of the liquidating distribution. The
liabilities of the Dwight Portfolio relating to the Plan are estimated at
no more than $2,000, which includes legal and auditing expenses and
printing, mailing, soliciting and miscellaneous expenses arising from the
liquidation, which the Dwight Portfolio normally would not incur if it were
to continue in business. The total liabilities of the Dwight Portfolio
prior to the liquidating distribution are estimated to be $20,000
(including proxy costs). This amount includes the termination expenses
referred to above and amounts accrued, or anticipated to be accrued, for
custodial and transfer agency services, legal, audit and directors fees and
printing costs. Any expenses and liabilities attributed to the Dwight
Portfolio subsequent to the mailing of the liquidating distribution will be
borne by Dwight Asset Management Company. (Plan, Section 6 and 9)
47
5. CONTINUED OPERATION OF THE DWIGHT PORTFOLIO AND UAM FUNDS, INC. Subject to
the requisite shareholder approval of the Plan and subject to the approval
of the Reorganization by the UAM Portfolios' shareholders, UAM Funds, Inc.
will be dissolved in accordance with applicable Maryland law. 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 Dwight Portfolio and
to effect the complete liquidation and termination of the existence of the
Dwight Portfolio and the purposes to be accomplished by the Plan. (Plan,
Sections 8 and 11)
GENERAL TAX CONSEQUENCES
In general, each shareholder of the Dwight Portfolio who receives a
liquidating distribution will recognize a gain or loss for federal income
tax purposes equal to the excess of the amount of the distribution over the
shareholder's tax basis in the Dwight Portfolio shares. Assuming that the
shareholder holds such shares as capital assets, such gain or loss will be
capital gain or loss and will be long-term or short-term capital gain
depending on the shareholder's holding period for the shares. Shareholders
who own Dwight Portfolio shares in individual retirement accounts may be
subject to a 10% tax penalty if they receive proceeds in cash.
The tax consequences discussed herein may affect shareholders differently
depending upon their particular tax situations unrelated to the liquidating
distribution, and accordingly, this summary is not a substitute for careful
tax planning on an individual basis. SHAREHOLDERS SHOULD CONSULT THEIR
PERSONAL TAX ADVISORS CONCERNING TAX-FREE ROLLOVERS BEFORE RECEIPT OF THE
LIQUIDATION DISTRIBUTION (FOR INDIVIDUAL RETIREMENT ACCOUNTS). SHAREHOLDERS
SHOULD ALSO CONSULT THEIR PERSONAL TAX ADVISORS 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, Inc. anticipates that it will retain its qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, during the liquidation period and, therefore, will not be taxed on
any of its net income from the sale of its assets.
Representatives of PricewaterhouseCoopers LLP, independent accountants for
the Dwight Portfolio, are not expected to be present at the Meeting.
Shareholders of the Dwight Portfolio 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.
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR FOR THE DWIGHT
PORTFOLIO
48
The investment adviser to the Dwight Portfolio is Dwight Asset Management
Company, 100 Bank Street, Suite 800, Burlington, VT 05401, a subsidiary of
Old Mutual US, a Delaware corporation. The Portfolio's principal
underwriter is Funds Distributor, Inc., 60 State Street, Boston, MA 02109.
The Portfolio's administrator is SEI Investments Mutual Funds Services,
located at One Freedom Valley Drive, Oaks, PA 19456. UAM Shareholder
Services Center, Inc., an affiliate of Old Mutual US, located at 825
Duportail Road, Wayne, Pennsylvania 19087 serves as shareholder servicing
agent.
THE BOARD OF DIRECTORS OF UAM FUNDS, INC. RECOMMENDS APPROVAL OF PROPOSAL 2
ADDITIONAL INFORMATION
================================================================================
PAYMENT OF EXPENSES
Old Mutual US will pay the expenses of the preparation, printing and
mailing of this proxy statement and its enclosures, except for certain
expenses related to the Dwight Portfolio, which will be paid by Dwight
Asset Management Company. In addition, Old Mutual US will pay the legal
fees in connection with the proxy statement. AIC Trust will pay all Federal
and state registration fees for the AIC Portfolios. Neither the UAM Funds
nor the AIC Trust will bear the expense of this proxy solicitation.
BENEFICIAL OWNERSHIP OF SHARES
The following table contains information about the beneficial ownership by
shareholders of five percent or more of each UAM Portfolio's and the Dwight
Portfolio's outstanding Shares as of April 8, 2002. On that date, the
Directors and officers of the UAM Funds, together as a group, "beneficially
owned" less than one percent of each UAM Portfolio's and the Dwight
Portfolio's outstanding shares.
NAME AND ADDRESS PERCENT OF NUMBER OF
OF SHAREHOLDER SHARES OWNED SHARES OWNED PORTFOLIO
---------------- ------------ ------------ ---------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
49
As of April 8, 2002, the UAM Portfolios and the Dwight Portfolio had the
following number of shares outstanding:
- --------------------------------------------------------------------------------
NUMBER OF INSTITUTIONAL
PORTFOLIO CLASS SHARES OUTSTANDING
- --------------------------------------------------------------------------------
Acadian Emerging Markets Portfolio
- --------------------------------------------------------------------------------
Dwight Limited Maturity Bond Portfolio
- --------------------------------------------------------------------------------
FMA Small Company Portfolio
- --------------------------------------------------------------------------------
ICM Small Company Portfolio
- --------------------------------------------------------------------------------
Independence Small Cap Fund
- --------------------------------------------------------------------------------
McKee International Equity Portfolio
- --------------------------------------------------------------------------------
Rice, Hall James Micro Cap Portfolio
- --------------------------------------------------------------------------------
Rice, Hall James Small/Mid Cap Portfolio
- --------------------------------------------------------------------------------
Sirach Bond Portfolio
- --------------------------------------------------------------------------------
Sirach Growth Portfolio
- --------------------------------------------------------------------------------
Sirach Equity Portfolio
- --------------------------------------------------------------------------------
Sirach Strategic Balanced Portfolio
- --------------------------------------------------------------------------------
Sirach Special Equity Portfolio
- --------------------------------------------------------------------------------
TS&W Equity Portfolio
- --------------------------------------------------------------------------------
TS&W Fixed Income Portfolio
- --------------------------------------------------------------------------------
TS&W International Equity Portfolio
- --------------------------------------------------------------------------------
Analytic Defensive Equity Fund
- --------------------------------------------------------------------------------
Analytic International Fund
- --------------------------------------------------------------------------------
Analytic Short-Term Income Fund
- --------------------------------------------------------------------------------
Cambiar Opportunity Portfolio
- --------------------------------------------------------------------------------
Chicago Asset Management Value/Contrarian Portfolio
- --------------------------------------------------------------------------------
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 the UAM Funds' transfer agent.
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS
For a free copy of your UAM Funds portfolio's most recent annual report
(and most recent semi-annual report succeeding the annual report, if any),
shareholders of the UAM Portfolios may call 1-877-826-5465 or write to the
UAM Funds at P.O. Box 219081, Kansas City, MO 64121.
50
SHAREHOLDER PROPOSALS
The UAM Funds do not hold regular shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent meeting should send their written proposals to Secretary of the
UAM Funds c/o SEI Investments Company, Legal Department, One Freedom Valley
Drive, Oaks, Pennsylvania 19456.
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 special meeting is currently
scheduled for the UAM Portfolios or the Dwight 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 for UAM Funds, Inc. and UAM Funds, Inc. II or
Delaware law for UAM Funds Trust.
THE DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMEND APPROVAL OF THE
PROPOSALS. ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE
VOTED IN FAVOR OF APPROVAL OF THE PROPOSALS
51
<page>
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
__________, 2002 (the "Agreement"), between and among UAM Funds, Inc. ("UAM") a
Maryland corporation, with its principal place of business at One Freedom Valley
Drive, Oaks, PA 19456, with regard to its Acadian Emerging Markets Portfolio,
FMA Small Company Portfolio, ICM Small Company Portfolio, Independence Small Cap
Fund, McKee International Equity Portfolio, Rice, Hall James Micro Cap
Portfolio, Rice, Hall James Small/Mid Cap Portfolio, Sirach Bond Portfolio,
Sirach Growth Portfolio, Sirach Equity Portfolio, Sirach Strategic Balanced
Portfolio, Sirach Special Equity Portfolio, TS&W Equity Portfolio, TS&W Fixed
Income Portfolio and TS&W International Equity Portfolio (each, an "Acquired
Fund" and, collectively, the "Acquired Funds") and The Advisors' Inner Circle
Fund ("AIC"), a Massachusetts business trust, with its principal place of
business at 101 Federal Street, Boston, MA 02110, with regard to its Acadian
Emerging Markets Portfolio, FMA Small Company Portfolio, ICM Small Company
Portfolio, Independence Small Cap Fund, McKee International Equity Portfolio,
Rice, Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid Cap Portfolio,
Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach Equity Portfolio, Sirach
Strategic Balanced Portfolio, Sirach Special Equity Portfolio, TS&W Equity
Portfolio, TS&W Fixed Income Portfolio and TS&W International Equity Portfolio
(each, an "Acquiring Fund" and, collectively, the "Acquiring Funds").
WHEREAS, UAM was organized as a Maryland corporation on October 11, 1988.
UAM is an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). UAM has authorized capital
consisting of 3 billion shares of common stock with $0.001 par value. The
Acquired Funds are validly existing series of UAM. Each Acquired Fund, other
than UAM's ICM Small Company Portfolio and Sirach Special Equity Portfolio, has
25,000,000 Institutional Class Shares and 10,000,000 Institutional Service Class
Shares authorized by its Charter. UAM's ICM Small Company Portfolio and Sirach
Special Equity Portfolio each have 50,000,000 Institutional Class Shares and
10,000,000 Institutional Service Class Shares authorized by UAM's charter. Each
Acquired Fund has only Institutional Class Shares issued and outstanding;
WHEREAS, AIC was organized on July 18, 1991 under Massachusetts law as a
business trust under an Agreement and Declaration of Trust. AIC is an open-end
management investment company registered under the 1940 Act. AIC has authorized
capital consisting of an unlimited number of shares of beneficial interest with
no par value of separate series of AIC. The Acquiring Funds are duly organized
and validly existing series of AIC;
NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound hereby, the parties hereto agree to effect the
transfer of all of the assets of each Acquired Fund solely in exchange for the
assumption by each corresponding Acquiring Fund of all of the liabilities of
each Acquired Fund and shares of beneficial interest of the Institutional Class
of each corresponding Acquiring Fund ("Acquiring Fund Shares")
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followed by the distribution, at the Effective Time (as defined in Section 12 of
this Agreement), of such Acquiring Fund Shares to the holders of Institutional
Class Shares of each Acquired Fund ("Acquired Fund Shares") on the terms and
conditions hereinafter set forth in liquidation of the Acquired Funds. The
parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, each Acquired Fund will
assign, deliver and otherwise transfer all of its assets and good and marketable
title thereto, and assign all of the liabilities as are set forth in a statement
of assets and liabilities, to be prepared as of the Valuation Time (the
"Statement of Assets and Liabilities") to the respective Acquiring Fund free and
clear of all liens, encumbrances and adverse claims except as provided in this
Agreement, and its respective Acquiring Fund shall acquire all assets, and shall
assume all liabilities of its respective Acquired Fund, in exchange for delivery
to the Acquired Fund by its respective Acquiring Fund of a number of Acquiring
Fund Shares (both full and fractional) equivalent in number and value to the
Acquired Fund Shares outstanding immediately prior to the Effective Time.
Shareholders of record of Institutional Class Shares of an Acquired Fund at the
Effective Time will be credited with full and fractional Institutional Class
Shares of an Acquiring Fund. The assets and liabilities of each Acquired Fund
shall be exclusively assigned to and assumed by its respective Acquiring Fund.
All debts, liabilities, obligations and duties of an Acquired Fund, to the
extent that they exist at or after the Effective Time shall after the Effective
Time attach to its respective Acquiring Fund and may be enforced against that
Acquiring Fund to the same extent as if the same had been incurred by the
Acquiring Fund. The events outlined in this Section 1 are the "Reorganization."
2. TRANSFER OF ASSETS. The assets of each Acquired Fund to be acquired by
its corresponding Acquiring Funds and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable) as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of the Acquired
Fund and other property owned by the Acquired Fund at the Effective Time. UAM
and AIC will file Articles of Transfer, in accordance with Maryland law, with
the Maryland State Department of Assessments and Taxation, effective as of the
Effective Time (the "Articles of Transfer").
3. CALCULATIONS.
(a) The number of Acquiring Fund Shares issued to an Acquired Fund
pursuant to Section 1 hereof will be the number of issued and outstanding
Acquired Fund Shares at the Valuation Time.
(b) The net asset value of the Acquiring Fund Shares shall be the net
asset value of its respective Acquired Fund's shares at the Valuation Time.
The net asset value of shares of an Acquired Fund shall be computed at the
Valuation Time in the manner set forth in such Acquired Fund's then current
prospectus under the Securities Act of 1933 (the "1933 Act").
4. VALUATION OF ASSETS. The value of the assets of an Acquired Fund shall
be the value of such assets computed as of the time at which the Acquired Fund's
net asset value is calculated at the Valuation Time (as hereinafter defined).
The net asset value of the assets of an Acquired Fund to be transferred to its
respective Acquiring Fund shall be computed by UAM or
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its designee (and shall be subject to adjustment by the amount, if any, agreed
to by UAM and the Acquired Fund and AIC and the respective Acquiring Fund). In
determining the value of the securities transferred by an Acquired Fund to its
respective Acquiring Fund, each security shall be priced in accordance with the
pricing policies and procedures of the Acquired Fund as described in its then
current prospectus and statement of additional information. For such purposes,
price quotations and the security characteristics relating to establishing such
quotations shall be determined by UAM, provided that such determination shall be
subject to the approval of AIC. UAM and AIC agree to use all commercially
reasonable efforts to resolve, prior to the Valuation Time, any material pricing
differences between the prices of portfolio securities determined in accordance
with the pricing policies and procedures of the Acquiring Fund and those
determined in accordance with the pricing policies and procedures of the
Acquired Fund.
5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern Time, on
[_______, 2002], or such earlier or later date and time as may be mutually
agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything herein to the contrary, in the event
that at the Valuation Time, (a) the New York Stock Exchange shall be closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of AIC or UAM, accurate appraisal of the value of the net assets of an
Acquiring Fund or an Acquired Fund is impracticable, the Valuation Time shall be
postponed until the first business day after the day when trading shall have
been fully resumed without restriction or disruption, reporting shall have been
restored and accurate appraisal of the value of the net assets of the Acquiring
Fund is practicable.
6. LIQUIDATION OF THE ACQUIRED FUNDS AND CANCELLATION OF SHARES;
DISSOLUTION. At the Effective Time, each Acquired Fund will liquidate and the
Acquiring Fund Shares (both full and fractional) received by the Acquired Fund
will be distributed to the shareholders of record of the Acquired Fund as of the
Effective Time in exchange for its respective Acquired Fund Shares and in
complete liquidation of the Acquired Fund. Each shareholder of the Acquired Fund
will receive a number of Acquiring Fund Shares equal in number and value to the
Acquired Fund Shares held by that shareholder, and each Acquiring Fund Share and
its respective Acquired Fund Share will be of equivalent net asset value per
share. Such liquidation and distribution will be accompanied by the
establishment of an open account on the share records of each Acquiring Fund in
the name of each shareholder of its respective Acquired Fund that represents the
respective number of Acquiring Fund Shares due to such shareholder. All of the
issued and outstanding shares of each Acquired Fund shall be cancelled on the
books of UAM at the Effective Time and shall thereafter represent only the right
to receive Acquiring Fund Shares. Each Acquired Fund's transfer books shall be
closed permanently. As long as the Dwight Limited Maturity Bond Portfolio of UAM
also has liquidated its assets, UAM will, thereafter, dissolve under Maryland
law.
7. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUNDS. Each Acquiring
Fund represents and warrants to its respective Acquired Fund as follows:
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(a) ORGANIZATION, EXISTENCE, ETC. AIC is a business trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts and has
the power to carry on its business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. AIC is registered under the 1940
Act as an open-end management investment company; such registration has not been
revoked or rescinded and is in full force and effect.
(c) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund Shares to
be issued by the Acquiring Fund in connection with the Reorganization have been
duly authorized and upon consummation of the Reorganization will be validly
issued, fully paid and non-assessable. Prior to the Effective Time, there shall
be no issued and outstanding Acquiring Fund Shares or any other securities
issued by the Acquiring Fund.
(d) AUTHORITY RELATIVE TO THIS AGREEMENT. AIC, on behalf of each Acquiring
Fund, has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by AIC's Board of Trustees, and no other proceedings by the
Acquiring Funds are necessary to authorize AIC's officers to effectuate this
Agreement and the transactions contemplated hereby. Each of the Acquiring Funds
is not a party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(e) LIABILITIES. There are no liabilities of each Acquiring Fund, whether
or not determined or determinable, other than liabilities incurred in the
ordinary course of business subsequent to the Effective Time or otherwise
disclosed to its respective Acquired Fund, none of which has been materially
adverse to the business, assets or results of operations of the Acquiring Fund.
AIC's Registration Statement, which is on file with the Securities and Exchange
Commission (the "SEC"), does not contain an untrue statement of material fact or
omit a material fact that is required to be stated therein or that is necessary
to make the statements therein not misleading.
(f) LITIGATION. Except as disclosed to an Acquired Fund, there are no
claims, actions, suits or proceedings pending or, to the actual knowledge of its
respective Acquiring Fund, threatened which would materially adversely affect
the Acquiring Fund or its assets or business or which would prevent or hinder in
any material respect consummation of the transactions contemplated hereby.
(g) CONTRACTS. Except for contracts and agreements disclosed to an Acquired
Fund, under which no default exists, its respective Acquiring Fund is not a
party to or subject to any material contract, debt instrument, plan, lease,
franchise, license or permit of any kind or nature whatsoever with respect to
the Acquiring Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of each Acquiring Fund required by law to have been filed shall have
been filed, and all other taxes
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shall have been paid so far as due, or provision shall have been made for the
payment thereof, and to the best of the Acquiring Fund's knowledge, no such
return is currently under audit and no assessment has been asserted with respect
to any of such returns.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. Each Acquired Fund
represents and warrants to its respective Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. UAM is a corporation duly organized
and validly existing under the laws of the State of Maryland and has the
power to carry on its business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. UAM is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of UAM
relating to the Acquired Funds for the fiscal year ended October 31, 2001
(the "Acquired Funds Financial Statements"), as delivered to the Acquiring
Funds, fairly present the financial position of the Acquired Funds as of
the dates thereof, and the results of its operations and changes in its net
assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. Each of the Acquired Funds will have,
at the Effective Time, good and marketable title to, and full right, power
and authority to sell, assign, transfer and deliver, the assets to be
transferred to its respective Acquiring Fund. Upon delivery and payment for
such assets and the effectiveness of any Articles of Transfer, each of the
Acquiring Funds will have good and marketable title to such assets without
restriction on the transfer thereof free and clear of all liens,
encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. UAM, on behalf of the
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by UAM's Board of Directors, and, except for
approval by the shareholders of each Acquired Fund, no other proceedings by
that Acquired Fund are necessary to authorize UAM's officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquired Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of each Acquired Fund,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquired Fund's Financial Statements and liabilities
incurred in the ordinary course of business prior to the Effective Time, or
otherwise disclosed to its respective Acquiring Fund, none of which has
been materially adverse to the business, assets or results of
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operations of the Acquired Fund. UAM's Registration Statement, which is on
file with the SEC, does not contain an untrue statement of a material fact
or omit a material fact that is required to be stated therein or that is
necessary to make the statements therein not misleading.
(g) LITIGATION. Except as disclosed to an Acquiring Fund, there are no
claims, actions, suits or proceedings pending or, to the knowledge of the
Acquired Fund, threatened which would materially adversely affect the
Acquired Fund or its assets or business or which would prevent or hinder in
any material respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to an
Acquiring Fund, under which no default exists, its respective Acquired
Fund, at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
(a) All representations and warranties of each Acquired Fund contained
in this Agreement shall be true and correct in all material respects as of
the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time. At the
Effective Time, AIC shall have received a certificate from the President or
Vice President of UAM, dated as of such date, certifying on behalf of UAM
that as of such date that the conditions set forth in this clause (a) have
been met.
(b) The Acquiring Funds shall have received an opinion of counsel on
behalf of the Acquired Funds, dated as of the Effective Time, addressed and
in form and substance satisfactory to counsel for the Acquiring Funds, to
the effect that (i) UAM is duly organized under the laws of the State of
Maryland and the Acquired Funds are validly existing series of UAM; (ii)
UAM is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and
the execution of this Agreement have been duly authorized and approved by
all requisite corporate action on behalf of UAM and this Agreement has been
duly executed and delivered by UAM on behalf of the Acquired Funds and is a
valid and binding obligation of UAM on behalf of the Acquired Funds,
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
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at law or in equity, as to the enforceability of any provision of this
Agreement relating to remedies after default, as to availability of any
specific or equitable relief of any kind, with respect to the provisions of
this Agreement intended to limit liability for a particular matter to a
particular Acquired Fund and its assets, including but not limited to
Section 21 of this Agreement or with respect to the provisions of this
Agreement relating to indemnification; 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 UAM to enter into this Agreement on behalf of the Acquired Funds or
carry out its terms that has not 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 Acquired Funds. Such
opinion may rely upon opinions of Venable, Baetjer and Howard, LLP with
respect to matters of Maryland law to the extent set forth in such opinion.
(c) Each Acquired Fund shall have delivered to its respective
Acquiring Fund at the Effective Time the Acquired Fund's Statement of
Assets and Liabilities, prepared in accordance with generally accepted
accounting principles consistently applied, together with a certificate of
the Treasurer or Assistant Treasurer of UAM as to the aggregate asset value
of the Acquired Fund's portfolio securities.
(d) At the Effective Time, UAM shall have performed and complied in
all material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by UAM prior to or at the
Effective Time and AIC shall have received a certificate from the President
or Vice President of UAM, dated as of such date, certifying on behalf of
UAM that the conditions set forth in this clause (d) have been, continue to
be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of each Acquiring Fund
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time, with
the same force and effect as if made on and as of the Effective Time. At
the Effective Time, UAM shall have received a certificate from the
President or Vice President of AIC, dated as of such date, certifying on
behalf of AIC that as of such date that the conditions set forth in this
clause (a) have been met.
(b) The Acquired Funds shall have received an opinion of counsel on
behalf of the Acquiring Funds, dated as of the Effective Time, addressed
and in form and substance satisfactory to counsel for the Acquired Funds,
to the effect that: (i) the Acquiring Funds are duly organized and validly
existing series of AIC under the laws of the Commonwealth of Massachusetts;
(ii) AIC is an open-end management investment company registered under the
1940 Act; (iii) this Agreement and the Reorganization provided for herein
and the execution of this Agreement have been duly authorized and approved
by all requisite corporate action of AIC on behalf of each of the Acquiring
Funds and this Agreement has been duly executed and delivered by the
Acquiring Funds
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and is a valid and binding obligation of the Acquiring Funds, 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 administrative or
regulatory agency is required for each of the Acquiring Funds to enter into
this Agreement or carry out its terms 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 Acquiring Funds; and (v) the Acquiring Fund Shares to be issued in the
Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
non-assessable.
(c) At the Effective Time, AIC shall have performed and complied in
all material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by AIC prior to or at the
Effective Time and UAM shall have received a certificate from the President
or Vice President of AIC, dated as of such date, certifying on behalf of
AIC that the conditions set forth in this clause (c) have been, and
continue to be, satisfied.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND
THE ACQUIRING FUNDS. The obligations of each Acquired Fund and each Acquiring
Fund to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:
(a) With respect to the Acquired Funds, UAM will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization, the termination of the Acquired Funds
and the dissolution of UAM if the Reorganization is consummated. UAM has
prepared or will prepare a notice of meeting, form of proxy, and proxy
statement (collectively, the "Proxy Materials") to be used in connection
with such meeting; provided that each Acquiring Fund has furnished or will
furnish information relating to it as is reasonably necessary for the
preparation of the Proxy Materials.
(b) The Registration Statement on Form N-1A of each Acquiring Fund
shall be effective under the 1933 Act and, to the best knowledge of the
Acquiring Funds, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933
Act.
(c) The shares of the Acquiring Funds shall have been duly qualified
for offering to the public in all states of the United States, the
Commonwealth of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(d) The Acquired Funds and the Acquiring Funds shall have received on
or before the Effective Time an opinion of counsel satisfactory to the
Acquired Funds and the
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Acquiring Funds, based on 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 any Acquired Fund upon
the transfer of its assets in exchange solely for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
stated liabilities;
(2) No gain or loss will be recognized by any Acquiring Fund on
its receipt of Acquired Fund assets in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities;
(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets
in the Acquired Fund's hands immediately before the Effective Time;
(4) Each Acquiring Fund's holding period for the assets received
from the corresponding Acquired Fund will include the holding period
of those assets in the Acquired Fund's hands immediately before the
Effective Time;
(5) No gain or loss will be recognized by any Acquired Fund on
the distribution of Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized by any Acquired Fund
shareholder as a result of the Acquired Fund's distribution of
Acquiring Fund Shares to such shareholder in exchange for such
shareholder's Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by each
Acquired Fund shareholder will be the same as the adjusted basis of
that Acquired Fund shareholder's Acquired Fund Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received by
each Acquired Fund shareholder will include such shareholder's holding
period for the Acquired Fund Shares surrendered in exchange therefor,
provided that said Acquired Fund Shares were held as capital assets as
of the Effective Time.
(e) This Agreement and the Reorganization contemplated hereby shall have
been approved by at least a majority of the outstanding shares of each of the
Acquired Funds entitled to vote on the matter. However, the failure of one
Acquired Fund to consummate the transactions contemplated hereby shall not
affect the consummation or validity of the Reorganization with respect to the
other Acquired Funds. The provisions of this Agreement shall be construed to
effect this intent.
(f) The Board of Trustees of AIC shall have approved this Agreement and
authorized the issuance by each of the Acquiring Funds of Acquiring Fund Shares
at the
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Effective Time in exchange for the assets of its respective Acquired Fund
pursuant to the terms and provisions of this Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of each Acquired
Fund's assets for its respective Acquiring Fund Shares shall be effective as of
opening of business on [_________, 2002], or at such other time and date as
fixed by the mutual consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated hereby
may be terminated and abandoned without penalty by resolution of the Board of
Directors of UAM and/or by resolution of the Board of Trustees of AIC, at any
time prior to the Effective Time, if circumstances should develop that, in the
opinion of both or either Board, make proceeding with the Agreement inadvisable.
14. AMENDMENT. This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; provided,
however, no such amendment may have the effect of changing the provisions for
determining the number or value of Acquiring Fund Shares to be paid to the
respective Acquired Fund's shareholders under this Agreement to the detriment of
such Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
16. NOTICES. Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds: if to the Acquired Funds:
William E. Zitelli, Esq. Linda T. Gibson, Esq.
SEI Investments Company Old Mutual (US) Holdings Inc.
One Freedom Valley Drive One International Place
Oaks, PA 19456 Boston, MA 02110
with a copy to: with a copy to:
Richard W. Grant, Esq. Audrey C. Talley, Esq.
Morgan, Lewis & Bockius LLP Drinker Biddle & Reath LLP
1701 Market Street One Logan Square
Philadelphia, PA 19103 18th & Cherry Streets
Philadelphia, PA 19103
17. FEES AND EXPENSES.
(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
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(b) Except as otherwise provided for herein, all expenses of the
reorganization contemplated by this Agreement will be borne by UAM, on behalf of
the Acquired Funds. Such expenses include, without limitation, (i) expenses
incurred in connection with the entering into and the carrying out of the
provisions of this Agreement; (ii) expenses associated with the preparation and
filing of the Proxy Materials under the 1934 Act; (iii) registration or
qualification fees and expenses of preparing and filing such forms as are
necessary under applicable state securities laws to qualify the Acquiring Fund
Shares to be issued in connection herewith in each state in which the respective
Acquired Fund's shareholders are resident as of the date of the mailing of the
Proxy Materials to such shareholders; (iv) postage; (v) printing; (iv)
accounting fees; (vii) legal fees; and (viii) solicitation costs related to
obtaining shareholder approval of the transactions contemplated by this
Agreement. Notwithstanding the foregoing, each Acquiring Fund shall pay its own
Federal and state registration fees.
18. INDEMNIFICATION.
(a) AIC and the Acquiring Funds shall indemnify, defend and hold harmless
the Acquired Funds, UAM, its Board of Directors, officers, employees and agents
(collectively "Acquired Funds Indemnified Parties") against all losses, claims,
demands, liabilities and expenses, including reasonable legal and other expenses
incurred in defending third-party claims, actions, suits or proceedings, whether
or not resulting in any liability to such Acquired Funds Indemnified Parties,
including amounts paid by any one or more of the Acquired Funds Indemnified
Parties in a compromise or settlement of any such claim, action, suit or
proceeding, or threatened third party claim, suit, action or proceeding made
with the consent of AIC and the Acquiring Funds, arising from any untrue
statement or alleged untrue statement of a material fact contained in the Proxy
Materials, as filed and in effect with the SEC, or any application prepared by
AIC and the Acquiring Funds with any state regulatory agency in connection with
the transactions contemplated by this Agreement under the securities laws
thereof ("Application"); or which arises out of or is based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however,
that AIC and the Acquiring Funds shall only be liable in such case to the extent
that any such loss, claim, demand, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission about AIC and/or the Acquiring Funds or the transactions
contemplated by this Agreement made in the Proxy Materials or any Application.
(b) UAM, on behalf of the Acquired Funds, shall indemnify, defend, and hold
harmless the Acquiring Funds, AIC, its Board of Trustees, officers, employees
and agents ("Acquiring Funds Indemnified Parties") against all losses, claims,
demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending third-party claims, actions, suits or
proceedings, whether or not resulting in any liability to such Acquiring Funds
Indemnified Parties, including amounts paid by any one or more of the Acquiring
Funds Indemnified Parties in a compromise or settlement of any such claim, suit,
action or proceeding made with the consent of UAM, on behalf of the Acquired
Funds (if the Acquired Funds still exist), arising from any untrue statement or
alleged untrue statement of a material fact contained in the Proxy Materials, as
filed and in effect with the SEC or any Application; or which arises
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out of or is based upon any omission or alleged omission to state therein a
material fact required to be stated therein and necessary to make the statements
therein not misleading; provided, however, that UAM and the Acquired Funds shall
only be liable in such case to the extent that any such loss, claim, demand,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission about UAM and/or the
applicable Acquired Funds or about the transactions contemplated by this
Agreement made in the Proxy Materials or any Application.
(c) A party seeking indemnification hereunder is hereinafter called the
"indemnified party" and the party from whom the indemnified party is seeking
indemnification hereunder is hereinafter called the "indemnifying party." Each
indemnified party shall notify the indemnifying party in writing within ten (10)
days of the receipt by one or more of the indemnified parties of any notice of
legal process of any suit brought against or claim made against such indemnified
party as to any matters covered by this Section 18, but the failure to notify
the indemnifying party shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under this
Section 18. The indemnifying party shall be entitled to participate at its own
expense in the defense of any claim, action, suit, or proceeding covered by this
Section 18, or, if it so elects, to assume at its own expense the defense
thereof with counsel satisfactory to the indemnified parties; provided, however,
if the defendants in any such action include both the indemnifying party and any
indemnified party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it which are different from or
additional to those available to the indemnifying party, the indemnified party
shall have the right to select separate counsel to assume such legal defense and
to otherwise participate in the defense of such action on behalf of such
indemnified party.
(d) Upon receipt of notice from the indemnifying party to the indemnified
parties of the election by the indemnifying party to assume the defense of such
action, the indemnifying party shall not be liable to such indemnified parties
under this Section 18 for any legal or other expenses subsequently incurred by
such indemnified parties in connection with the defense thereof unless (i) the
indemnified parties shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the provision of the immediately
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel); (ii)
the indemnifying party does not employ counsel reasonably satisfactory to the
indemnified parties to represent the indemnified parties within a reasonable
time after notice of commencement of the action; or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified parties at its
expense.
(e) This Section 18 shall survive the termination of this Agreement and for
a period of five years following the Effective Date.
19. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of this
Agreement.
20. ENTIRE AGREEMENT. Each of the Acquiring Funds and the Acquired Funds
agree that neither party has made any representation, warranty or covenant not
set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
21. FURTHER ASSURANCES. Each of the Acquiring Funds and the Acquired Funds
shall take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
22. BINDING NATURE OF AGREEMENT. As provided in AIC's Declaration of Trust
on file with the Secretary of State of the Commonwealth of Massachusetts, this
Agreement was executed by the undersigned officers of AIC, on behalf of each of
the Acquiring Funds, as officers and not individually, and the obligations of
this Agreement are not binding upon the undersigned officers individually, but
are binding only upon the assets and property of AIC. Moreover, no series of AIC
shall be liable for the obligations of any other series of that trust. This
Agreement was executed by the undersigned officers of UAM, on behalf of the
Acquired Funds, as officers and not individually, and the obligations of this
Agreement are not binding upon the undersigned officers individually, but are
binding only upon the assets and property of UAM. Moreover, no series of UAM
shall be liable for the obligations of any other series of that corporation.
UAM FUNDS, INC., on behalf of its series, the Acadian Emerging Markets
Portfolio, FMA Small Company Portfolio, ICM Small Company Portfolio,
Independence Small Cap Fund, McKee International Equity Portfolio, Rice,
Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid Cap Portfolio,
Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach Equity Portfolio,
Sirach Strategic Balanced Portfolio, Sirach Special Equity Portfolio, TS&W
Equity Portfolio, TS&W Fixed Income Portfolio and TS&W International Equity
Portfolio
By:_____________________
Title:__________________
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THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the Acadian
Emerging Markets Portfolio, FMA Small Company Portfolio, ICM Small Company
Portfolio, Independence Small Cap Fund, McKee International Equity
Portfolio, Rice, Hall James Micro Cap Portfolio, Rice, Hall James Small/Mid
Cap Portfolio, Sirach Bond Portfolio, Sirach Growth Portfolio, Sirach
Equity Portfolio, Sirach Strategic Balanced Portfolio, Sirach Special
Equity Portfolio, TS&W Equity Portfolio, TS&W Fixed Income Portfolio and
TS&W International Equity Portfolio
By:_____________________
Title:____________________
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EXHIBIT B
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
__________, 2002 (the "Agreement"), between and among UAM Funds, Inc. II
("UAM"), a Maryland corporation, with its principal place of business at One
Freedom Valley Drive, Oaks, PA 19456, with regard to its Analytic Defensive
Equity Fund, Analytic International Fund and Analytic Short-Term Income Fund
(each, an "Acquired Fund" and, collectively, the "Acquired Funds") and The
Advisors' Inner Circle Fund ("AIC"), a Massachusetts business trust, with its
principal place of business at 101 Federal Street, Boston, MA 02110, with regard
to its Analytic Defensive Equity Fund, Analytic International Fund and Analytic
Short-Term Income Fund (each, an "Acquiring Fund" and, collectively, the
"Acquiring Funds").
WHEREAS, UAM was organized as a Maryland corporation on January 8, 1998.
UAM is an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). UAM has authorized capital
consisting of 10 billion shares of common stock with $0.001 par value. The
Acquired Funds are validly existing series of UAM. Each Acquired Fund has
100,000,000 Institutional Class Shares and 100,000,000 Institutional Service
Class Shares authorized by its Charter. Each Acquired Fund has only
Institutional Class Shares issued and outstanding;
WHEREAS, AIC was organized on July 18, 1991 under Massachusetts law as a
business trust under an Agreement and Declaration of Trust. AIC is an open-end
management investment company registered under the 1940 Act. AIC has authorized
capital consisting of an unlimited number of shares of beneficial interest with
no par value of separate series of AIC. The Acquiring Funds are duly organized
and validly existing series of AIC;
NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound hereby, the parties hereto agree to effect the
transfer of all of the assets of each Acquired Fund solely in exchange for the
assumption by each corresponding Acquiring Fund of all of the liabilities of
each Acquired Fund and shares of beneficial interest of the Institutional Class
of each corresponding Acquiring Fund ("Acquiring Fund Shares") followed by the
distribution, at the Effective Time (as defined in Section 12 of this
Agreement), of such Acquiring Fund Shares to the holders of Institutional Class
Shares of each Acquired Fund ("Acquired Fund Shares") on the terms and
conditions hereinafter set forth in liquidation of the Acquired Funds. The
parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, each Acquired Fund will
assign, deliver and otherwise transfer all of its assets and good and marketable
title thereto, and assign all of the liabilities as are set forth in a statement
of assets and liabilities, to be prepared as of the Valuation Time (the
"Statement of Assets and Liabilities") to the respective Acquiring Fund free and
clear of all liens, encumbrances and adverse claims except as provided in this
Agreement, and its respective Acquiring Fund shall acquire all assets, and shall
assume all liabilities of its respective Acquired Fund, in exchange for delivery
to the Acquired Fund by its respective Acquiring Fund of a number of Acquiring
Fund Shares (both full and fractional) equivalent in number and value to the
Acquired Fund Shares outstanding immediately prior to the Effective
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Time. Shareholders of record of Institutional Class Shares of an Acquired Fund
at the Effective Time will be credited with full and fractional Institutional
Class Shares of an Acquiring Fund. The assets and liabilities of each Acquired
Fund shall be exclusively assigned to and assumed by its respective Acquiring
Fund. All debts, liabilities, obligations and duties of an Acquired Fund, to the
extent that they exist at or after the Effective Time shall after the Effective
Time attach to its respective Acquiring Fund and may be enforced against that
Acquiring Fund to the same extent as if the same had been incurred by the
Acquiring Fund. The events outlined in this Section 1 are the "Reorganization."
2. TRANSFER OF ASSETS. The assets of each Acquired Fund to be acquired by
its corresponding Acquiring Funds and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable) as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of the Acquired
Fund and other property owned by the Acquired Fund at the Effective Time. UAM
and AIC will file Articles of Transfer, in accordance with Maryland law, with
the Maryland State Department of Assessments and Taxation, effective as of the
Effective Time (the "Articles of Transfer").
3. CALCULATIONS.
(a) The number of Acquiring Fund Shares issued to an Acquired Fund
pursuant to Section 1 hereof will be the number of issued and outstanding
Acquired Fund Shares at the Valuation Time.
(b) The net asset value of the Acquiring Fund Shares shall be the net
asset value of its respective Acquired Fund's shares at the Valuation Time.
The net asset value of shares of an Acquired Fund shall be computed at the
Valuation Time in the manner set forth in such Acquired Fund's then current
prospectus under the Securities Act of 1933 (the "1933 Act").
4. VALUATION OF ASSETS. The value of the assets of an Acquired Fund shall
be the value of such assets computed as of the time at which the Acquired Fund's
net asset value is calculated at the Valuation Time (as hereinafter defined).
The net asset value of the assets of an Acquired Fund to be transferred to its
respective Acquiring Fund shall be computed by UAM (and shall be subject to
adjustment by the amount, if any, agreed to by UAM and the Acquired Fund and AIC
and the respective Acquiring Fund). In determining the value of the securities
transferred by an Acquired Fund to its respective Acquiring Fund, each security
shall be priced in accordance with the pricing policies and procedures of the
Acquired Fund as described in its then current prospectus and statement of
additional information. For such purposes, price quotations and the security
characteristics relating to establishing such quotations shall be determined by
UAM, provided that such determination shall be subject to the approval of AIC.
UAM and AIC agree to use all commercially reasonable efforts to resolve, prior
to the Valuation Time, any material pricing differences between the prices of
portfolio securities determined in accordance with the pricing policies and
procedures of the Acquiring Fund and those determined in accordance with the
pricing policies and procedures of the Acquired Fund.
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5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern Time, on
[________, 2002], or such earlier or later date and time as may be mutually
agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything herein to the contrary, in the event
that at the Valuation Time, (a) the New York Stock Exchange shall be closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of AIC or UAM, accurate appraisal of the value of the net assets of an
Acquiring Fund or an Acquired Fund is impracticable, the Valuation Time shall be
postponed until the first business day after the day when trading shall have
been fully resumed without restriction or disruption, reporting shall have been
restored and accurate appraisal of the value of the net assets of the Acquiring
Fund is practicable.
6. LIQUIDATION OF THE ACQUIRED FUNDS AND CANCELLATION OF SHARES;
DISSOLUTION. At the Effective Time, each Acquired Fund will liquidate and the
Acquiring Fund Shares (both full and fractional) received by the Acquired Fund
will be distributed to the shareholders of record of the Acquired Fund as of the
Effective Time in exchange for its respective Acquired Fund Shares and in
complete liquidation of the Acquired Fund. Each shareholder of the Acquired Fund
will receive a number of Acquiring Fund Shares equal in number and value to the
Acquired Fund Shares held by that shareholder, and each Acquiring Fund Share and
its respective Acquired Fund Share will be of equivalent net asset value per
share. Such liquidation and distribution will be accompanied by the
establishment of an open account on the share records of each Acquiring Fund in
the name of each shareholder of its respective Acquired Fund that represents the
respective number of Acquiring Fund Shares due such shareholder. All of the
issued and outstanding shares of each Acquired Fund shall be cancelled on the
books of UAM at the Effective Time and shall thereafter represent only the right
to receive Acquiring Fund Shares. Each Acquired Fund's transfer books shall be
closed permanently. UAM will, thereafter, dissolve under Maryland law.
7. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUNDS. Each Acquiring
Fund represents and warrants to its respective Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. AIC is a business trust duly
organized and validly existing under the laws of the Commonwealth of
Massachusetts and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. AIC is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund Shares
to be issued by the Acquiring Fund in connection with the Reorganization
have been duly authorized and upon consummation of the Reorganization will
be validly issued, fully paid and non-assessable. Prior to the Effective
Time, there shall be no issued and outstanding Acquiring Fund Shares or any
other securities issued by the Acquiring Fund.
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(d) AUTHORITY RELATIVE TO THIS AGREEMENT. AIC, on behalf of each
Acquiring Fund, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by AIC's Board of Trustees, and no other
proceedings by the Acquiring Funds are necessary to authorize AIC's
officers to effectuate this Agreement and the transactions contemplated
hereby. Each of the Acquiring Funds is not a party to or obligated under
any charter, by-law, indenture or contract provision or any other
commitment or obligation, or subject to any order or decree, which would be
violated by its executing and carrying out this Agreement.
(e) LIABILITIES. There are no liabilities of each Acquiring Fund,
whether or not determined or determinable, other than liabilities incurred
in the ordinary course of business subsequent to the Effective Time or
otherwise disclosed to its respective Acquired Fund, none of which has been
materially adverse to the business, assets or results of operations of the
Acquiring Fund. AIC's Registration Statement, which is on file with the
Securities and Exchange Commission (the "SEC"), does not contain an untrue
statement of material fact or omit a material fact that is required to be
stated therein or that is necessary to make the statements therein not
misleading.
(f) LITIGATION. Except as disclosed to an Acquired Fund, there are no
claims, actions, suits or proceedings pending or, to the actual knowledge
of its respective Acquiring Fund, threatened which would materially
adversely affect the Acquiring Fund or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(g) CONTRACTS. Except for contracts and agreements disclosed to an
Acquired Fund, under which no default exists, its respective Acquiring Fund
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever
with respect to the Acquiring Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of each Acquiring Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. Each Acquired Fund
represents and warrants to its respective Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. UAM is a corporation duly organized
and validly existing under the laws of the State of Maryland and has the
power to carry on its business as it is now being conducted.
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(b) REGISTRATION AS INVESTMENT COMPANY. UAM is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of UAM
relating to its Acquired Funds for the fiscal year ended December 31, 2001
(the "Acquired Funds Financial Statements"), as delivered to the Acquiring
Funds, fairly present the financial position of the Acquired Funds as of
the dates thereof, and the results of its operations and changes in its net
assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. Each of the Acquired Funds will have,
at the Effective Time, good and marketable title to, and full right, power
and authority to sell, assign, transfer and deliver, the assets to be
transferred to its respective Acquiring Fund. Upon delivery and payment for
such assets and effectiveness of any Articles of Transfer, each of the
Acquiring Funds will have good and marketable title to such assets without
restriction on the transfer thereof free and clear of all liens,
encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. UAM, on behalf of the
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by UAM's Board of Directors, and, except for
approval by the shareholders of each Acquired Fund, no other proceedings by
that Acquired Fund are necessary to authorize UAM's officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquired Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of each Acquired Fund,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquired Fund's Financial Statements and liabilities
incurred in the ordinary course of business prior to the Effective Time, or
otherwise disclosed to its respective Acquiring Fund, none of which has
been materially adverse to the business, assets or results of operations of
the Acquired Fund. UAM's Registration Statement, which is on file with the
SEC, does not contain an untrue statement of a material fact or omit a
material fact that is required to be stated therein or that is necessary to
make the statements therein not misleading.
(g) LITIGATION. Except as disclosed to an Acquiring Fund, there are no
claims, actions, suits or proceedings pending or, to the knowledge of the
Acquired Fund, threatened which would materially adversely affect the
Acquired Fund or its assets or business or which would prevent or hinder in
any material respect consummation of the transactions contemplated hereby.
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(h) CONTRACTS. Except for contracts and agreements disclosed to an
Acquiring Fund, under which no default exists, its respective Acquired
Fund, at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
(a) All representations and warranties of each Acquired Fund contained
in this Agreement shall be true and correct in all material respects as of
the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time. At the
Effective Time, AIC shall have received a certificate from the President or
Vice President of UAM, dated as of such date, certifying on behalf of UAM
that as of such date that the conditions set forth in this clause (a) have
been met.
(b) The Acquiring Funds shall have received an opinion of counsel on
behalf of the Acquired Funds, dated as of the Effective Time, addressed and
in form and substance satisfactory to counsel for the Acquiring Funds, to
the effect that (i) UAM is duly organized under the laws of the State of
Maryland and the Acquired Funds are validly existing series of UAM; (ii)
UAM is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and
the execution of this Agreement have been duly authorized and approved by
all requisite corporate action on behalf of UAM and this Agreement has been
duly executed and delivered by UAM on behalf of the Acquired Funds and is a
valid and binding obligation of UAM on behalf of the Acquired Funds,
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 this Agreement
relating to remedies after default, as to availability of any specific or
equitable relief of any kind, with respect to the provisions of this
Agreement intended to limit liability for a particular matter to a
particular Acquired Fund and its assets, including but not limited to
Section 21 of this Agreement or with respect to the provisions of this
Agreement relating to indemnification; 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 UAM to enter into this Agreement on behalf of the Acquired Funds or
carry out its terms that has not 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 Acquired Funds. Such
opinion may rely upon opinions of
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Venable, Baetjer and Howard, LLP with respect to matters of Maryland law to
the extent set forth in such opinion.
(c) Each Acquired Fund shall have delivered to its respective
Acquiring Fund at the Effective Time the Acquired Fund's Statement of
Assets and Liabilities, prepared in accordance with generally accepted
accounting principles consistently applied, together with a certificate of
the Treasurer or Assistant Treasurer of UAM as to the aggregate asset value
of the Acquired Fund's portfolio securities.
(d) At the Effective Time, UAM shall have performed and complied in
all material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by UAM prior to or at the
Effective Time and AIC shall have received a certificate from the President
or Vice President of UAM, dated as of such date, certifying on behalf of
UAM that the conditions set forth in this clause (d) have been, continue to
be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of each Acquiring Fund
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time, with
the same force and effect as if made on and as of the Effective Time. At
the Effective Time, UAM shall have received a certificate from the
President or Vice President of AIC, dated as of such date, certifying on
behalf of AIC that as of such date that the conditions set forth in this
clause (a) have been met.
(b) The Acquired Funds shall have received an opinion of counsel on
behalf of the Acquiring Funds, dated as of the Effective Time, addressed
and in form and substance satisfactory to counsel for the Acquired Funds,
to the effect that: (i) the Acquiring Funds are duly organized and validly
existing series of AIC under the laws of the Commonwealth of Massachusetts;
(ii) AIC is an open-end management investment company registered under the
1940 Act; (iii) this Agreement and the Reorganization provided for herein
and the execution of this Agreement have been duly authorized and approved
by all requisite corporate action of AIC on behalf of each of the Acquiring
Funds and this Agreement has been duly executed and delivered by the
Acquiring Funds and is a valid and binding obligation of the Acquiring
Funds, 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
administrative or regulatory agency is required for each of the Acquiring
Funds to enter into this Agreement or carry out its terms 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 Acquiring Funds; and (v) the Acquiring Fund
Shares to be issued in the Reorganization have been duly authorized and
upon issuance thereof in accordance with this Agreement will be validly
issued, fully paid and non-assessable.
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(c) At the Effective Time, AIC shall have performed and complied in all
material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by AIC prior to or at the
Effective Time and UAM shall have received a certificate from the President
or Vice President of AIC, dated as of such date, certifying on behalf of
AIC that the conditions set forth in this clause (c) have been, and
continue to be, satisfied.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND
THE ACQUIRING FUNDS. The obligations of each Acquired Fund and each Acquiring
Fund to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:
(a) With respect to the Acquired Funds, UAM will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization, the termination of the Acquired Funds
and dissolution of UAM if the Reorganization is consummated. UAM has
prepared or will prepare a notice of meeting, form of proxy, and proxy
statement (collectively, the "Proxy Materials") to be used in connection
with such meeting; provided that each Acquiring Fund has furnished or will
furnish information relating to it as is reasonably necessary for the
preparation of the Proxy Materials.
(b) The Registration Statement on Form N-1A of each Acquiring Fund
shall be effective under the 1933 Act and, to the best knowledge of the
Acquiring Funds, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933
Act.
(c) The shares of the Acquiring Funds shall have been duly qualified
for offering to the public in all states of the United States, the
Commonwealth of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(d) The Acquired Funds and the Acquiring Funds shall have received on
or before the Effective Time an opinion of counsel satisfactory to the
Acquired Funds and the Acquiring Funds, based on 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 any Acquired Fund upon
the transfer of its assets in exchange solely for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
stated liabilities;
(2) No gain or loss will be recognized by any Acquiring Fund on
its receipt of Acquired Fund assets in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities;
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(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets
in the Acquired Fund's hands immediately before the Effective Time;
(4) Each Acquiring Fund's holding period for the assets received
from the corresponding Acquired Fund will include the holding period
of those assets in the Acquired Fund's hands immediately before the
Effective Time;
(5) No gain or loss will be recognized by any Acquired Fund on
the distribution of Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized by any Acquired Fund
shareholder as a result of the Acquired Fund's distribution of
Acquiring Fund Shares to such shareholder in exchange for the
shareholder's Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by each
Acquired Fund shareholder will be the same as the adjusted basis of
that Acquired Fund shareholder's Acquired Fund Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received by
each Acquired Fund shareholder will include such shareholder's holding
period for the Acquired Fund Shares surrendered in exchange therefor,
provided that said Acquired Fund Shares were held as capital assets as
of the Effective Time.
(e) This Agreement and the Reorganization contemplated hereby shall
have been approved by at least a majority of the votes entitled to be cast
of each of the Acquired Funds entitled to vote on the matter. However, the
failure of one Acquired Fund to consummate the transactions contemplated
hereby shall not affect the consummation or validity of the Reorganization
with respect to the other Acquired Funds. The provisions of this Agreement
shall be construed to effect this intent.
(f) The Board of Trustees of AIC shall have approved this Agreement
and authorized the issuance by each of the Acquiring Funds of Acquiring
Fund Shares at the Effective Time in exchange for the assets of its
respective Acquired Fund pursuant to the terms and provisions of this
Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of each Acquired
Fund's assets for its respective Acquiring Fund Shares shall be effective as of
opening of business on [_________, 2002], or at such other time and date as
fixed by the mutual consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated hereby
may be terminated and abandoned without penalty by resolution of the Board of
Directors of UAM and/or by resolution of the Board of Trustees of AIC, at any
time prior to the Effective Time, if
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circumstances should develop that, in the opinion of both or either Board, make
proceeding with the Agreement inadvisable.
14. AMENDMENT. This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; provided,
however, no such amendment may have the effect of changing the provisions for
determining the number or value of Acquiring Fund Shares to be paid to the
respective Acquired Fund's shareholders under this Agreement to the detriment of
such Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
16. NOTICES. Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds: if to the Acquired Funds:
William E. Zitelli, Esq. Linda T. Gibson
SEI Investments Company Old Mutual (US) Holdings Inc.
One Freedom Valley Drive One International Place
Oaks, PA 19456 Boston, MA 02110
with a copy to: with a copy to:
Richard W. Grant, Esq. Audrey C. Talley, Esq.
Morgan, Lewis & Bockius LLP Drinker Biddle & Reath LLP
1701 Market Street One Logan Square
Philadelphia, PA 19103 18th & Cherry Streets
Philadelphia, PA 19103
17. FEES AND EXPENSES.
(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for
herein.
(b) Except as otherwise provided for herein, all expenses of the
reorganization contemplated by this Agreement will be borne by UAM, on
behalf of the Acquired Funds. Such expenses include, without limitation,
(i) expenses incurred in connection with the entering into and the carrying
out of the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Proxy Materials under the 1934 Act; (iii)
registration or qualification fees and expenses of preparing and filing
such forms as are necessary under applicable state securities laws to
qualify the Acquiring Fund Shares to be issued in connection herewith in
each state in which the respective Acquired Fund's shareholders are
resident as of the date of the mailing of the Proxy
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Materials to such shareholders; (iv) postage; (v) printing; (iv) accounting
fees; (vii) legal fees; and (viii) solicitation costs related to obtaining
shareholder approval of the transactions contemplated by this Agreement.
Notwithstanding the foregoing, each Acquiring Fund shall pay its own
Federal and state registration fees.
18. INDEMNIFICATION.
(a) AIC and the Acquiring Funds shall indemnify, defend and hold
harmless the Acquired Funds, UAM, its Board of Directors, officers,
employees and agents (collectively "Acquired Funds Indemnified Parties")
against all losses, claims, demands, liabilities and expenses, including
reasonable legal and other expenses incurred in defending third-party
claims, actions, suits or proceedings, whether or not resulting in any
liability to such Acquired Funds Indemnified Parties, including amounts
paid by any one or more of the Acquired Funds Indemnified Parties in a
compromise or settlement of any such claim, action, suit or proceeding, or
threatened third party claim, suit, action or proceeding made with the
consent of AIC and the Acquiring Funds, arising from any untrue statement
or alleged untrue statement of a material fact contained in the Proxy
Materials, as filed and in effect with the SEC, or any application prepared
by AIC and the Acquiring Funds with any state regulatory agency in
connection with the transactions contemplated by this Agreement under the
securities laws thereof ("Application"); or which arises out of or is based
upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that AIC and the Acquiring Funds shall
only be liable in such case to the extent that any such loss, claim,
demand, liability or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission about
AIC and/or the Acquiring Funds or the transactions contemplated by this
Agreement made in the Proxy Materials or any Application.
(b) UAM, on behalf of the Acquired Funds, shall indemnify, defend, and
hold harmless the Acquiring Funds, AIC, its Board of Trustees, officers,
employees and agents ("Acquiring Funds Indemnified Parties") against all
losses, claims, demands, liabilities, and expenses, including reasonable
legal and other expenses incurred in defending third-party claims, actions,
suits or proceedings, whether or not resulting in any liability to such
Acquiring Funds Indemnified Parties, including amounts paid by any one or
more of the Acquiring Funds Indemnified Parties in a compromise or
settlement of any such claim, suit, action or proceeding made with the
consent of UAM, on behalf of the Acquired Funds (if the Acquired Funds
still exist), arising from any untrue statement or alleged untrue statement
of a material fact contained in the Proxy Materials, as filed and in effect
with the SEC or any Application; or which arises out of or is based upon
any omission or alleged omission to state therein a material fact required
to be stated therein and necessary to make the statements therein not
misleading; provided, however, that UAM and the Acquired Funds shall only
be liable in such case to the extent that any such loss, claim, demand,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission about UAM and/or
the applicable Acquired Funds or about the transactions contemplated by
this Agreement made in the Proxy Materials or any Application.
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(c) A party seeking indemnification hereunder is hereinafter called
the "indemnified party" and the party from whom the indemnified party is
seeking indemnification hereunder is hereinafter called the "indemnifying
party." Each indemnified party shall notify the indemnifying party in
writing within ten (10) days of the receipt by one or more of the
indemnified parties of any notice of legal process of any suit brought
against or claim made against such indemnified party as to any matters
covered by this Section 18, but the failure to notify the indemnifying
party shall not relieve the indemnifying party from any liability which it
may have to any indemnified party otherwise than under this Section 18. The
indemnifying party shall be entitled to participate at its own expense in
the defense of any claim, action, suit, or proceeding covered by this
Section 18, or, if it so elects, to assume at its own expense the defense
thereof with counsel satisfactory to the indemnified parties; provided,
however, if the defendants in any such action include both the indemnifying
party and any indemnified party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it which
are different from or additional to those available to the indemnifying
party, the indemnified party shall have the right to select separate
counsel to assume such legal defense and to otherwise participate in the
defense of such action on behalf of such indemnified party.
(d) Upon receipt of notice from the indemnifying party to the
indemnified parties of the election by the indemnifying party to assume the
defense of such action, the indemnifying party shall not be liable to such
indemnified parties under this Section 18 for any legal or other expenses
subsequently incurred by such indemnified parties in connection with the
defense thereof unless (i) the indemnified parties shall have employed such
counsel in connection with the assumption of legal defenses in accordance
with the provision of the immediately preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel); (ii) the indemnifying
party does not employ counsel reasonably satisfactory to the indemnified
parties to represent the indemnified parties within a reasonable time after
notice of commencement of the action; or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified parties at its
expense.
(e) This Section 18 shall survive the termination of this Agreement
and for a period of five years following the Effective Date.
19. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
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(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
20. ENTIRE AGREEMENT. Each of the Acquiring Funds and the Acquired Funds
agree that neither party has made any representation, warranty or covenant not
set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
21. FURTHER ASSURANCES. Each of the Acquiring Funds and the Acquired Funds
shall take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
22. BINDING NATURE OF AGREEMENT. As provided in AIC's Declaration of Trust
on file with the Secretary of State of the Commonwealth of Massachusetts, this
Agreement was executed by the undersigned officers of AIC, on behalf of each of
the Acquiring Funds, as officers and not individually, and the obligations of
this Agreement are not binding upon the undersigned officers individually, but
are binding only upon the assets and property of AIC. Moreover, no series of AIC
shall be liable for the obligations of any other series of that trust. This
Agreement was executed by the undersigned officers of UAM, on behalf of the
Acquired Funds, as officers and not individually, and the obligations of this
Agreement are not binding upon the undersigned officers individually, but are
binding only upon the assets and property of UAM. Moreover, no series of UAM
shall be liable for the obligations of any other series of that corporation.
UAM FUNDS, INC. II, on behalf of its series, the Analytic Defensive Equity
Fund, Analytic International Fund and Analytic Short-Term Income Fund
By:_____________________
Title:____________________
THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the Analytic
Defensive Equity Fund, Analytic International Fund and Analytic Short-Term
Income Fund
By:_____________________
Title:____________________
B-13
EXHIBIT C
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
__________, 2002 (the "Agreement"), between and among UAM Funds Trust ("UAM"), a
Delaware business trust, with its principal place of business at One Freedom
Valley Drive, Oaks, PA 19456, with regard to its Cambiar Opportunity Portfolio
and Chicago Asset Management Value/Contrarian Portfolio (each, an "Acquired
Fund" and, collectively, the "Acquired Funds") and The Advisors' Inner Circle
Fund ("AIC"), a Massachusetts business trust, with its principal place of
business at 101 Federal Street, Boston, MA 02110, with regard to its Cambiar
Opportunity Portfolio and Chicago Asset Management Value Portfolio (each, an
"Acquiring Fund" and, collectively, the "Acquiring Funds").
WHEREAS, UAM was organized as a Delaware business trust on May 18, 1994.
UAM is an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). UAM has authorized three
classes of shares: Institutional Class Shares, Institutional Service Class
Shares and Advisor Class Shares. The Acquired Funds are validly existing series
of UAM and have only Institutional Class Shares issued and outstanding;
WHEREAS, AIC was organized on July 18, 1991 under Massachusetts law as a
business trust under an Agreement and Declaration of Trust. AIC is an open-end
management investment company registered under the 1940 Act. AIC has authorized
capital consisting of an unlimited number of shares of beneficial interest with
no par value of separate series of AIC. The Acquiring Funds are duly organized
and validly existing series of AIC;
NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound hereby, the parties hereto agree to effect the
transfer of all of the assets of each Acquired Fund solely in exchange for the
assumption by each corresponding Acquiring Fund of all of the liabilities of
each Acquired Fund and shares of beneficial interest of the appropriate class of
each corresponding Acquiring Fund ("Acquiring Fund Shares") followed by the
distribution, at the Effective Time (as defined in Section 12 of this
Agreement), of such Acquiring Fund Shares to the holders of Institutional Class
Shares of each Acquired Fund ("Acquired Fund Shares") on the terms and
conditions hereinafter set forth in liquidation of the Acquired Funds. The
parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, each Acquired Fund will
assign, deliver and otherwise transfer all of its assets and good and marketable
title thereto, and assign all of the liabilities as are set forth in a statement
of assets and liabilities, to be prepared as of the Valuation Time (the
"Statement of Assets and Liabilities") to the respective Acquiring Fund free and
clear of all liens, encumbrances and adverse claims except as provided in this
Agreement, and its respective Acquiring Fund shall acquire all assets, and shall
assume all liabilities of its respective Acquired Fund, in exchange for delivery
to the Acquired Fund by its respective Acquiring Fund of a number of Acquiring
Fund Shares (both full and fractional) equivalent in number and value to the
Acquired Fund Shares outstanding immediately prior to the Effective Time.
Shareholders of record of Institutional Class Shares of an Acquired Fund at the
Effective
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Time will be credited with full and fractional Institutional Class Shares of an
Acquiring Fund. The assets and liabilities of each Acquired Fund shall be
exclusively assigned to and assumed by its respective Acquiring Fund. All debts,
liabilities, obligations and duties of an Acquired Fund, to the extent that they
exist at or after the Effective Time shall after the Effective Time attach to
its respective Acquiring Fund and may be enforced against that Acquiring Fund to
the same extent as if the same had been incurred by the Acquiring Fund. The
events outlined in this Section 1 are the "Reorganization."
2. TRANSFER OF ASSETS. The assets of each Acquired Fund to be acquired by
its corresponding Acquiring Funds and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable) as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of the Acquired
Fund and other property owned by the Acquired Fund at the Effective Time.
3. CALCULATIONS.
(a) The number of Acquiring Fund Shares issued to an Acquired Fund
pursuant to Section 1 hereof will be the number of issued and outstanding
Acquired Fund Shares at the Valuation Time.
(b) The net asset value of each class of the Acquiring Fund Shares
shall be the net asset value of its respective Acquired Fund's shares at
the Valuation Time. The net asset value of shares of each class of an
Acquired Fund shall be computed at the Valuation Time in the manner set
forth in such Acquired Fund's then current prospectus under the Securities
Act of 1933 (the "1933 Act").
4. VALUATION OF ASSETS. The value of the assets of an Acquired Fund shall
be the value of such assets computed as of the time at which the Acquired Fund's
net asset value is calculated at the Valuation Time (as hereinafter defined).
The net asset value of the assets of a class of an Acquired Fund to be
transferred to its respective Acquiring Fund shall be computed by UAM (and shall
be subject to adjustment by the amount, if any, agreed to by UAM and the
Acquired Fund and AIC and the respective Acquiring Fund). In determining the
value of the securities transferred by an Acquired Fund to its respective
Acquiring Fund, each security shall be priced in accordance with the pricing
policies and procedures of the Acquired Fund as described in its then current
prospectus and statement of additional information. For such purposes, price
quotations and the security characteristics relating to establishing such
quotations shall be determined by UAM, provided that such determination shall be
subject to the approval of AIC. UAM and AIC agree to use all commercially
reasonable efforts to resolve, prior to the Valuation Time, any material pricing
differences between the prices of portfolio securities determined in accordance
with the pricing policies and procedures of the Acquiring Fund and those
determined in accordance with the pricing policies and procedures of the
Acquired Fund.
5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern Time, on
[________, 2002], or such earlier or later date and time as may be mutually
agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything
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herein to the contrary, in the event that at the Valuation Time, (a) the New
York Stock Exchange shall be closed to trading or trading thereon shall be
restricted or (b) trading or the reporting of trading on such exchange or
elsewhere shall be disrupted so that, in the judgment of AIC or UAM, accurate
appraisal of the value of the net assets of an Acquiring Fund or an Acquired
Fund is impracticable, the Valuation Time shall be postponed until the first
business day after the day when trading shall have been fully resumed without
restriction or disruption, reporting shall have been restored and accurate
appraisal of the value of the net assets of the Acquiring Fund is practicable.
6. LIQUIDATION OF THE ACQUIRED FUNDS AND CANCELLATION OF SHARES. At the
Effective Time, each Acquired Fund will liquidate and the Acquiring Fund Shares
(both full and fractional) received by the Acquired Fund will be distributed to
the shareholders of record of the Acquired Fund as of the Effective Time in
exchange for its respective Acquired Fund Shares and in complete liquidation of
the Acquired Fund. Each shareholder of the Acquired Fund will receive a number
of Acquiring Fund Shares equal in number and value to the Acquired Fund Shares
held by that shareholder, and each Acquiring Fund Share and its respective
Acquired Fund Share will be of equivalent net asset value per share. Such
liquidation and distribution will be accompanied by the establishment of an open
account on the share records of each Acquiring Fund in the name of each
shareholder of its respective Acquired Fund that represents the respective
number of Acquiring Fund Shares due such shareholder. All of the issued and
outstanding shares of each Acquired Fund shall be cancelled on the books of UAM
at the Effective Time and shall thereafter represent only the right to receive
Acquiring Fund Shares. Each Acquired Fund's transfer books shall be closed
permanently. UAM also shall take any and all other steps as shall be necessary
and proper to effect a complete termination of the Acquired Funds.
7. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUNDS. Each Acquiring
Fund represents and warrants to its respective Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. AIC is a business trust duly
organized and validly existing under the laws of the Commonwealth of
Massachusetts and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. AIC is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund Shares
to be issued by the Acquiring Fund in connection with the Reorganization
have been duly authorized and upon consummation of the Reorganization will
be validly issued, fully paid and non-assessable. Prior to the Effective
Time, there shall be no issued and outstanding Acquiring Fund Shares or any
other securities issued by the Acquiring Fund.
(d) AUTHORITY RELATIVE TO THIS AGREEMENT. AIC, on behalf of each
Acquiring Fund, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the
C-3
consummation of the transactions contemplated hereby, have been duly
authorized by AIC's Board of Trustees, and no other proceedings by the
Acquiring Funds are necessary to authorize AIC's officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquiring Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(e) LIABILITIES. There are no liabilities of each Acquiring Fund,
whether or not determined or determinable, other than liabilities incurred
in the ordinary course of business subsequent to the Effective Time or
otherwise disclosed to its respective Acquired Fund, none of which has been
materially adverse to the business, assets or results of operations of the
Acquiring Fund. AIC's Registration Statement, which is on file with the
Securities and Exchange Commission (the "SEC"), does not contain an untrue
statement of material fact or omit a material fact that is required to be
stated therein or that is necessary to make the statements therein not
misleading.
(f) LITIGATION. Except as disclosed to an Acquired Fund, there are no
claims, actions, suits or proceedings pending or, to the actual knowledge
of its respective Acquiring Fund, threatened which would materially
adversely affect the Acquiring Fund or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(g) CONTRACTS. Except for contracts and agreements disclosed to an
Acquired Fund, under which no default exists, its respective Acquiring Fund
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever
with respect to the Acquiring Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of each Acquiring Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. Each Acquired Fund
represents and warrants to its respective Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. UAM is a business trust duly
organized and validly existing under the laws of the State of Delaware and
has the power to carry on its business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. UAM is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
C-4
(c) FINANCIAL STATEMENTS. The audited financial statements of UAM
relating to the Acquired Funds for the fiscal year ended April 30, 2001 and
unaudited financial statements of UAM relating to the Acquired Funds for
the semi-annual period ended October 31, 2001 (the "Acquired Funds
Financial Statements"), as delivered to the Acquiring Funds, fairly present
the financial position of the Acquired Funds as of the dates thereof, and
the results of its operations and changes in its net assets for the periods
indicated.
(d) MARKETABLE TITLE TO ASSETS. Each of the Acquired Funds will have,
at the Effective Time, good and marketable title to, and full right, power
and authority to sell, assign, transfer and deliver, the assets to be
transferred to its respective Acquiring Fund. Upon delivery and payment for
such assets, each of the Acquiring Funds will have good and marketable
title to such assets without restriction on the transfer thereof free and
clear of all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. UAM, on behalf of the
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by UAM's Board of Trustees, and, except for
approval by the shareholders of each Acquired Fund, no other proceedings by
that Acquired Fund are necessary to authorize UAM's officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquired Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of each Acquired Fund,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquired Fund's Financial Statements and liabilities
incurred in the ordinary course of business prior to the Effective Time, or
otherwise disclosed to its respective Acquiring Fund, none of which has
been materially adverse to the business, assets or results of operations of
the Acquired Fund. UAM's Registration Statement, which is on file with the
SEC, does not contain an untrue statement of a material fact or omit a
material fact that is required to be stated therein or that is necessary to
make the statements therein not misleading.
(g) LITIGATION. Except as disclosed to an Acquiring Fund, there are no
claims, actions, suits or proceedings pending or, to the knowledge of the
Acquired Fund, threatened which would materially adversely affect the
Acquired Fund or its assets or business or which would prevent or hinder in
any material respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to an
Acquiring Fund, under which no default exists, its respective Acquired
Fund, at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
C-5
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
(a) All representations and warranties of each Acquired Fund contained
in this Agreement shall be true and correct in all material respects as of
the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time. At the
Effective Time, AIC shall have received a certificate from the President or
Vice President of UAM, dated as of such date, certifying on behalf of UAM
that as of such date that the conditions set forth in this clause (a) have
been met.
(b) The Acquiring Funds shall have received an opinion of counsel on
behalf of the Acquired Funds, dated as of the Effective Time, addressed and
in form and substance satisfactory to counsel for the Acquiring Funds, to
the effect that (i) UAM is duly organized under the laws of the State of
Delaware and the Acquired Funds are validly existing series of UAM; (ii)
UAM is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and
the execution of this Agreement have been duly authorized and approved by
all requisite corporate action on behalf of UAM and this Agreement has been
duly executed and delivered by UAM on behalf of the Acquired Funds and is a
valid and binding obligation of UAM on behalf of the Acquired Funds,
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 this Agreement
relating to remedies after default, as to availability of any specific or
equitable relief of any kind, with respect to the provisions of this
Agreement intended to limit liability for a particular matter to a
particular Acquired Fund and its assets, including but not limited to
Section 21 of this Agreement or with respect to the provisions of this
Agreement relating to indemnification; 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 UAM to enter into this Agreement on behalf of the Acquired Funds or
carry out its terms that has not 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 Acquired Funds.
(c) Each Acquired Fund shall have delivered to its respective
Acquiring Fund at the Effective Time the Acquired Fund's Statement of
Assets and Liabilities, prepared in accordance with generally accepted
accounting principles consistently applied,
C-6
together with a certificate of the Treasurer or Assistant Treasurer of UAM
as to the aggregate asset value of the Acquired Fund's portfolio
securities.
(d) At the Effective Time, UAM shall have performed and complied in
all material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by UAM prior to or at the
Effective Time and AIC shall have received a certificate from the President
or Vice President of UAM, dated as of such date, certifying on behalf of
UAM that the conditions set forth in this clause (d) have been, continue to
be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of each Acquiring Fund
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time, with
the same force and effect as if made on and as of the Effective Time. At
the Effective Time, UAM shall have received a certificate from the
President or Vice President of AIC, dated as of such date, certifying on
behalf of AIC that as of such date that the conditions set forth in this
clause (a) have been met.
(b) The Acquired Funds shall have received an opinion of counsel on
behalf of the Acquiring Funds, dated as of the Effective Time, addressed
and in form and substance satisfactory to counsel for the Acquired Funds,
to the effect that: (i) the Acquiring Funds are duly organized and validly
existing series of AIC under the laws of the Commonwealth of Massachusetts;
(ii) AIC is an open-end management investment company registered under the
1940 Act; (iii) this Agreement and the Reorganization provided for herein
and the execution of this Agreement have been duly authorized and approved
by all requisite corporate action of AIC on behalf of each of the Acquiring
Funds and this Agreement has been duly executed and delivered by the
Acquiring Funds and is a valid and binding obligation of the Acquiring
Funds, 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
administrative or regulatory agency is required for each of the Acquiring
Funds to enter into this Agreement or carry out its terms 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 Acquiring Funds; and (v) the Acquiring Fund
Shares to be issued in the Reorganization have been duly authorized and
upon issuance thereof in accordance with this Agreement will be validly
issued, fully paid and non-assessable.
(c) At the Effective Time, AIC shall have performed and complied in
all material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by AIC prior to or at the
Effective Time and UAM shall have received a certificate from the President
or Vice President of AIC, dated as of
C-7
such date, certifying on behalf of AIC that the conditions set forth in
this clause (c) have been, and continue to be, satisfied.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND
THE ACQUIRING FUNDS. The obligations of each Acquired Fund and each Acquiring
Fund to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:
(a) With respect to the Acquired Funds, UAM will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization and the termination of the Acquired
Funds if the Reorganization is consummated. UAM has prepared or will
prepare a notice of meeting, form of proxy, and proxy statement
(collectively, the "Proxy Materials") to be used in connection with such
meeting; provided that each Acquiring Fund has furnished or will furnish
information relating to it as is reasonably necessary for the preparation
of the Proxy Materials.
(b) The Registration Statement on Form N-1A of each Acquiring Fund
shall be effective under the 1933 Act and, to the best knowledge of the
Acquiring Funds, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933
Act.
(c) The shares of the Acquiring Funds shall have been duly qualified
for offering to the public in all states of the United States, the
Commonwealth of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(d) The Acquired Funds and the Acquiring Funds shall have received on
or before the Effective Time an opinion of counsel satisfactory to the
Acquired Funds and the Acquiring Funds, based on 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 any Acquired Fund upon
the transfer of its assets in exchange solely for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
stated liabilities;
(2) No gain or loss will be recognized by any Acquiring Fund on
its receipt of Acquired Fund assets in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities;
(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets
in the Acquired Fund's hands immediately before the Effective Time;
C-8
(4) Each Acquiring Fund's holding period for the assets received
by the corresponding Acquired Fund will include the holding period of
those assets in the Acquired Fund's hands immediately before the
Effective Time;
(5) No gain or loss will be recognized by any Acquired Fund on
the distribution of Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized by any Acquired Fund
shareholder as a result of the Acquired Fund's distribution of
Acquiring Fund Shares to such shareholder in exchange for such
shareholder's Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by each
Acquired Fund shareholder will be the same as the adjusted basis of
that Acquired Fund shareholder's Acquired Fund Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received by
each Acquired Fund shareholder will include such shareholder's holding
period for the Acquired Fund Shares surrendered in exchange therefor,
provided that said Acquired Fund Shares were held as capital assets as
of the Effective Time.
(e) This Agreement and the Reorganization contemplated hereby shall
have been approved by at least a majority of the outstanding shares of each
of the Acquired Funds entitled to vote on the matter. However, the failure
of one Acquired Fund to consummate the transactions contemplated hereby
shall not affect the consummation or validity of the Reorganization with
respect to the other Acquired Funds. The provisions of this Agreement shall
be construed to effect this intent.
(f) The Board of Trustees of AIC shall have approved this Agreement
and authorized the issuance by each of the Acquiring Funds of Acquiring
Fund Shares at the Effective Time in exchange for the assets of its
respective Acquired Fund pursuant to the terms and provisions of this
Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of each Acquired
Fund's assets for its respective Acquiring Fund Shares shall be effective as of
opening of business on [__________, 2002], or at such other time and date as
fixed by the mutual consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated hereby
may be terminated and abandoned without penalty by resolution of the Board of
Trustees of UAM and/or by resolution of the Board of Trustees of AIC, at any
time prior to the Effective Time, if circumstances should develop that, in the
opinion of both or either Board, make proceeding with the Agreement inadvisable.
C-9
14. AMENDMENT. This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; provided,
however, no such amendment may have the effect of changing the provisions for
determining the number or value of Acquiring Fund Shares to be paid to the
respective Acquired Fund's shareholders under this Agreement to the detriment of
such Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
16. NOTICES. Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds: if to the Acquired Funds:
William E. Zitelli, Esq. Linda T. Gibson
SEI Investments Company Old Mutual (US) Holdings Inc.
One Freedom Valley Drive One International Place
Oaks, PA 19456 Boston, MA 02110
with a copy to: with a copy to:
Richard W. Grant, Esq. Audrey C. Talley, Esq.
Morgan, Lewis & Bockius LLP Drinker Biddle & Reath LLP
1701 Market Street One Logan Square
Philadelphia, PA 19103 18th & Cherry Streets
Philadelphia, PA 19103
17. FEES AND EXPENSES.
(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for
herein.
(b) Except as otherwise provided for herein, all expenses of the
reorganization contemplated by this Agreement will be borne by UAM, on
behalf of the Acquired Funds. Such expenses include, without limitation,
(i) expenses incurred in connection with the entering into and the carrying
out of the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Proxy Materials under the 1934 Act; (iii)
registration or qualification fees and expenses of preparing and filing
such forms as are necessary under applicable state securities laws to
qualify the Acquiring Fund Shares to be issued in connection herewith in
each state in which the respective Acquired Fund's shareholders are
resident as of the date of the mailing of the Proxy Materials to such
shareholders; (iv) postage; (v) printing; (iv) accounting fees; (vii) legal
fees; and (viii) solicitation costs related to obtaining shareholder
approval of the
C-10
transactions contemplated by this Agreement. Notwithstanding the foregoing,
each Acquiring Fund shall pay its own Federal and state registration fees.
18. INDEMNIFICATION.
(a) AIC and the Acquiring Funds shall indemnify, defend and hold
harmless the Acquired Funds, UAM, its Board of Directors, officers,
employees and agents (collectively "Acquired Funds Indemnified Parties")
against all losses, claims, demands, liabilities and expenses, including
reasonable legal and other expenses incurred in defending third-party
claims, actions, suits or proceedings, whether or not resulting in any
liability to such Acquired Funds Indemnified Parties, including amounts
paid by any one or more of the Acquired Funds Indemnified Parties in a
compromise or settlement of any such claim, action, suit or proceeding, or
threatened third party claim, suit, action or proceeding made with the
consent of AIC and the Acquiring Funds, arising from any untrue statement
or alleged untrue statement of a material fact contained in the Proxy
Materials, as filed and in effect with the SEC, or any application prepared
by AIC and the Acquiring Funds with any state regulatory agency in
connection with the transactions contemplated by this Agreement under the
securities laws thereof ("Application"); or which arises out of or is based
upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that AIC and the Acquiring Funds shall
only be liable in such case to the extent that any such loss, claim,
demand, liability or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission about
AIC and/or the Acquiring Funds or the transactions contemplated by this
Agreement made in the Proxy Materials or any Application.
(b) UAM, on behalf of the Acquired Funds, shall indemnify, defend, and
hold harmless the Acquiring Funds, AIC, its Board of Trustees, officers,
employees and agents ("Acquiring Funds Indemnified Parties") against all
losses, claims, demands, liabilities, and expenses, including reasonable
legal and other expenses incurred in defending third-party claims, actions,
suits or proceedings, whether or not resulting in any liability to such
Acquiring Funds Indemnified Parties, including amounts paid by any one or
more of the Acquiring Funds Indemnified Parties in a compromise or
settlement of any such claim, suit, action or proceeding made with the
consent of UAM, on behalf of the Acquired Funds (if the Acquired Funds
still exist), arising from any untrue statement or alleged untrue statement
of a material fact contained in the Proxy Materials, as filed and in effect
with the SEC or any Application; or which arises out of or is based upon
any omission or alleged omission to state therein a material fact required
to be stated therein and necessary to make the statements therein not
misleading; provided, however, that UAM and the Acquired Funds shall only
be liable in such case to the extent that any such loss, claim, demand,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission about UAM and/or
the applicable Acquired Funds or about the transactions contemplated by
this Agreement made in the Proxy Materials or any Application.
(c) A party seeking indemnification hereunder is hereinafter called
the "indemnified party" and the party from whom the indemnified party is
seeking
C-11
indemnification hereunder is hereinafter called the "indemnifying party."
Each indemnified party shall notify the indemnifying party in writing
within ten (10) days of the receipt by one or more of the indemnified
parties of any notice of legal process of any suit brought against or claim
made against such indemnified party as to any matters covered by this
Section 18, but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 18. The indemnifying
party shall be entitled to participate at its own expense in the defense of
any claim, action, suit, or proceeding covered by this Section 18, or, if
it so elects, to assume at its own expense the defense thereof with counsel
satisfactory to the indemnified parties; provided, however, if the
defendants in any such action include both the indemnifying party and any
indemnified party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it which are different from
or additional to those available to the indemnifying party, the indemnified
party shall have the right to select separate counsel to assume such legal
defense and to otherwise participate in the defense of such action on
behalf of such indemnified party.
(d) Upon receipt of notice from the indemnifying party to the
indemnified parties of the election by the indemnifying party to assume the
defense of such action, the indemnifying party shall not be liable to such
indemnified parties under this Section 18 for any legal or other expenses
subsequently incurred by such indemnified parties in connection with the
defense thereof unless (i) the indemnified parties shall have employed such
counsel in connection with the assumption of legal defenses in accordance
with the provision of the immediately preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel); (ii) the indemnifying
party does not employ counsel reasonably satisfactory to the indemnified
parties to represent the indemnified parties within a reasonable time after
notice of commencement of the action; or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified parties at its
expense.
(e) This Section 18 shall survive the termination of this Agreement
and for a period of five years following the Effective Date.
19. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the
C-12
written consent of the other party. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any person, firm or
corporation other than the parties hereto and their respective successors
and assigns any rights or remedies under or by reason of this Agreement.
20. ENTIRE AGREEMENT. Each of the Acquiring Funds and the Acquired Funds
agree that neither party has made any representation, warranty or covenant not
set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
21. FURTHER ASSURANCES. Each of the Acquiring Funds and the Acquired Funds
shall take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
22. BINDING NATURE OF AGREEMENT. As provided in AIC's Declaration of Trust
on file with the Secretary of State of the Commonwealth of Massachusetts, this
Agreement was executed by the undersigned officers of AIC, on behalf of each of
the Acquiring Funds, as officers and not individually, and the obligations of
this Agreement are not binding upon the undersigned officers individually, but
are binding only upon the assets and property of AIC. Moreover, no series of AIC
shall be liable for the obligations of any other series of that trust. This
Agreement was executed by the undersigned officers of UAM, on behalf of the
Acquired Funds, as officers and not individually, and the obligations of this
Agreement are not binding upon the undersigned officers individually, but are
binding only upon the assets and property of UAM. Moreover, no series of UAM
shall be liable for the obligations of any other series of that trust.
UAM FUNDS TRUST, on behalf of its series, the Cambiar Opportunity Portfolio
and Chicago Asset Management Value/Contrarian Portfolio
By:_____________________
Title:__________________
THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the Cambiar
Opportunity Portfolio and Chicago Asset Management Value Portfolio
By:_____________________
Title:____________________
C-13
EXHIBIT D
UAM FUNDS, INC.
DWIGHT LIMITED MATURITY BOND PORTFOLIO
PLAN OF LIQUIDATION
This Plan of Liquidation ("Plan") concerns the Dwight Limited Maturity Bond
Portfolio (the "Portfolio"), a series of UAM Funds, Inc. (the "Fund"), which is
a corporation organized and existing under the laws of the State of Maryland.
The Portfolio began operations on December 18, 1989. The Fund is registered as
an open-end management investment company registered under the Investment
Company Act of 1940, as amended ("Act"). The Plan is intended to accomplish the
complete liquidation and termination of the Portfolio in conformity with all
provisions of Maryland law and the Fund's Articles of Incorporation and allow
the Fund, in connection with the reorganization of certain portfolios of the
Fund into The Advisors' Inner Circle Fund (the "AIC Transaction"), to dissolve
under Maryland law. Approval of the Plan will also constitute approval of the
dissolution of the Fund. Dissolution of the Fund will only occur if the
Portfolio's shareholders approve the Plan and the remaining portfolios of the
Fund separately vote in favor of the AIC Transaction, which includes approval of
the dissolution of the Fund. If the shareholders of the Portfolio or one or more
of the portfolios of the Fund do not vote for the respective Plan or AIC
Transaction, as the case may be, the Board will take such appropriate action as
it deems to be in the best interest of that portfolio's shareholders and those
Fund portfolios whose shareholders approved the Plan or the AIC Transaction will
proceed to liquidate or reorganize.
WHEREAS, the Fund's Board of Directors, on behalf of the Portfolio, has
determined that it is in the best interests of the Portfolio and its
shareholders to liquidate and terminate the Portfolio, and for the Fund to
dissolve under state law;
WHEREAS, at a meeting of the Board of Directors on September 7, 2001, the Board
considered and adopted a form of this Plan as the method of liquidating and
terminating the Portfolio and directed that this Plan be submitted to
shareholders of the Portfolio for approval;
WHEREAS, a form of this Plan was reapproved by the Fund's Board of Directors on
December 4, 2001;
WHEREAS, on March 21, 2002, the Fund's Board of Directors approved and amended a
form of this Plan, authorized the Fund's officers to modify the Plan to add the
dissolution of the Fund under state law and directed that this Plan be submitted
to shareholders of the Portfolio for approval;
NOW THEREFORE, the liquidation and termination of the Portfolio shall be carried
out in the manner hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall be and become effective only upon the
adoption and approval of the Plan, at a meeting of shareholders called for the
purpose of voting upon the Plan, by the affirmative vote of the holders of a
majority of the votes entitled to be cast of the Portfolio. The day of such
adoption and approval by shareholders is hereinafter called the "Effective
Date."
2. LIQUIDATION AND TERMINATION. The Portfolio shall be liquidated and terminated
as promptly as practicable, in accordance with the laws of the State of Maryland
and the Fund's Articles of Incorporation.
D-1
3. CESSATION OF BUSINESS. After the Effective Date of the Plan, the Portfolio
shall cease its business as an investment company and shall not engage in any
business activities except for the purposes of winding up its business and
affairs, marshalling and preserving the value of its assets and distributing its
assets to shareholders of the Portfolio in accordance with the provisions of the
Plan after the payment to (or reservation of assets for payment to) all
creditors of the Portfolio.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF SHARES. The proportionate interests
of shareholders in the assets of the Portfolio shall be fixed on the basis of
their respective shareholdings at the close of business on the Effective Date of
the Plan. On the Effective Date, the books of the Portfolio shall be closed.
Thereafter, unless the books are reopened because the Plan cannot be carried
into effect under the laws of the State of Maryland or otherwise, the
shareholders' respective interests in the Portfolio's assets shall not be
transferable by the negotiation of stock certificates.
5. LIQUIDATION OF ASSETS. As soon as is reasonable and practicable after the
Effective Date, all portfolio securities of the Portfolio shall be converted to
cash or cash equivalents.
6. PAYMENT OF DEBTS. As soon as practicable after the Effective Date, the
Portfolio shall determine and pay, or set aside in cash equivalent, the amount
of all known or reasonably ascertainable liabilities of the Portfolio incurred
or expected to be incurred prior to the date of liquidating distribution
provided for in Section 7, below.
7. LIQUIDATING DISTRIBUTION. As soon as possible after the Effective Date of the
Plan, and in any event within 14 days thereafter, the Portfolio shall mail the
following to each shareholder of record on the Effective Date: (1) to each
shareholder not holding stock certificates of the Portfolio, a liquidating
distribution equal to the shareholder's proportionate interest in the net assets
of the Portfolio; (2) to each shareholder holding stock certificates of the
Portfolio, a confirmation showing such shareholder's proportionate interest in
the net assets of the Portfolio with an advice that such shareholder will be
paid in cash upon return of the stock certificate; and (3) information
concerning the sources of the liquidating distribution.
8. TERMINATION OF THE FUND. Subject to the requisite shareholder approval of the
Plan and subject further to the approval of the AIC Transaction by the Fund's
shareholders entitled to vote thereon, the Fund will be dissolved in accordance
with applicable Maryland law.
9. MANAGEMENT AND EXPENSES OF THE PORTFOLIO SUBSEQUENT TO THE LIQUIDATING
DISTRIBUTION. Dwight Asset Management Company shall bear all expenses incurred
by the Portfolio in carrying out this Plan of Liquidation including, but not
limited to, all printing, legal, accounting, custodian and transfer agency fees,
and the expenses of any reports to or meeting of shareholders. Any expenses and
liabilities attributed to the Portfolio subsequent to the mailing of the
liquidating distribution will be borne by Dwight Asset Management Company.
10. POWER OF BOARD OF DIRECTORS. The Board, and subject to the directors, the
officers, shall have authority to do or authorize any or all acts and things as
provided for in the Plan and any and all such further acts and things as they
may consider necessary or desirable to carry out the purposes of the Plan,
including the execution and filing of all certificates, documents, information
returns, tax returns and other papers which may be necessary or appropriate to
implement the Plan. The death, resignation or disability of any director or any
officer of the
D-2
Fund shall not impair the authority of the surviving or remaining directors or
officers to exercise any of the powers provided for in the Plan.
11. AMENDMENT OF PLAN. The Board shall have the authority to authorize such
variations from or amendments of the provisions of the Plan as may be necessary
or appropriate to effect the marshalling of Portfolio assets and the complete
liquidation and termination of the existence of the Portfolio, and the
distribution of its net assets to shareholders in accordance with the laws of
the State of Maryland and the purposes to be accomplished by the Plan.
UAM FUNDS, INC.
On behalf of Dwight Limited Maturity Bond Portfolio
For the Board of Directors
By: ______________________
Name: Scott F. Powers
Title: Chairman
Accepted:
DWIGHT ASSET MANAGEMENT COMPANY
By: ______________________
Name:
Title:
D-3
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
ACADIAN EMERGING MARKETS PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Acadian
Emerging Markets Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Acadian Emerging
Markets Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its Acadian Emerging Markets Portfolio and
the other AIC Trust Portfolios (the "Agreement") and, in accordance with their
own discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Acadian Emerging Markets Portfolio to the
AIC Trust's Acadian Emerging Markets Portfolio in exchange for
certain shares of such portfolio, as set forth in the Agreement;
(ii) the distribution of the shares of the AIC Trust's Acadian
Emerging Markets Portfolio so received to the shareholders of
UAM's Acadian Emerging Markets Portfolio; (iii) the transfer of
all of the assets and all of the liabilities of UAM to the AIC
Trust; and (iv) the subsequent dissolution of UAM under Maryland
law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
DWIGHT LIMITED MATURITY BOND PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Dwight
Limited Maturity Bond Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Plan of liquidation, which
calls for the liquidation and termination of the Dwight Limited Maturity Bond
Portfolio and, in accordance with their own discretion, any other matters
properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the liquidation and termination of the Dwight Limited
Maturity Bond Portfolio, as set forth in a Plan of Liquidation
adopted by the Board of Directors of UAM; and (ii) the subsequent
dissolution of UAM Funds, Inc. under Maryland law, such
dissolution to occur only if the shareholders of the other series
of UAM approve the dissolution of UAM.
____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 PROPOSAL 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.
-1-
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
FMA SMALL COMPANY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the FMA Small
Company Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its FMA Small Company
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its FMA Small Company Portfolio and the other AIC
Trust Portfolios (the "Agreement") and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's FMA Small Company Portfolio to the AIC
Trust's FMA Small Company Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's FMA Small Company
Portfolio so received to the shareholders of UAM's FMA Small
Company Portfolio; (iii) the transfer of all of the assets and
all of the liabilities of UAM and the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
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: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
ICM SMALL COMPANY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the ICM Small
Company Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its ICM Small Company
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its ICM Small Company Portfolio and the other AIC
Trust Portfolios (the "Agreement") and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's ICM Small Company Portfolio to the AIC
Trust's ICM Small Company Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's ICM Small Company
Portfolio so received to the shareholders of UAM's ICM Small
Company Portfolio; (iii) the transfer of all of the assets and
all of the liabilities of UAM to the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
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: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
INDEPENDENCE SMALL CAP FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the
Independence Small Cap Fund of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Independence Small
Cap Fund and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its Independence Small Cap Portfolio and the other
AIC Trust Portfolios (the "Agreement") and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Independence Small Cap Fund to the AIC
Trust's Independence Small Cap Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's Independence Small
Cap Portfolio so received to the shareholders of UAM's
Independence Small Cap Fund; (iii) the transfer of all of the
assets and all of the liabilities of UAM to the AIC Trust; and
(iv) the subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
MCKEE INTERNATIONAL EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the McKee
International Equity Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its McKee International
Equity Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its McKee International Equity Portfolio
and the other AIC Trust Portfolios (the "Agreement") and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's McKee International Equity Portfolio to the
AIC Trust's McKee International Equity Portfolio in exchange for
certain shares of such portfolio, as set forth in the Agreement;
(ii) the distribution of the shares of the AIC Trust's McKee
International Equity Portfolio so received to the shareholders of
UAM's McKee International Equity Portfolio; (iii) the transfer of
all of the assets and all of the liabilities of UAM to the AIC
Trust; and (iv) the subsequent dissolution of UAM under Maryland
law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
RICE, HALL JAMES MICRO CAP PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Rice,
Hall James Micro Cap Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Rice, Hall James
Micro Cap Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its Rice, Hall James Micro Cap Portfolio
and the other AIC Trust Portfolios (the "Agreement") and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Rice, Hall James Micro Cap Portfolio to the
AIC Trust's Rice, Hall James Micro Cap Portfolio in exchange for
certain shares of such portfolio, as set forth in the Agreement;
(ii) the distribution of the shares of the AIC Trust's Rice, Hall
James Micro Cap Portfolio so received to the shareholders of
UAM's Rice, Hall James Micro Cap Portfolio; (iii) the transfer of
all of the assets and all of the liabilities of UAM to the AIC
Trust; and (iv) the subsequent dissolution of UAM under Maryland
law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
RICE, HALL JAMES SMALL/MID CAP PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Rice,
Hall James Small/Mid Cap Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Rice, Hall James
Small/Mid Cap Portfolio and the other UAM Portfolios, and The Advisors' Inner
Circle Fund (the "AIC Trust"), on behalf of its Rice, Hall James Small/Mid Cap
Portfolio and the other AIC Trust Portfolios (the "Agreement") and, in
accordance with their own discretion, any other matters properly brought before
the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Rice, Hall James Small/Mid Cap Portfolio to
the AIC Trust's Rice, Hall James Small/Mid Cap Portfolio in
exchange for certain shares of such portfolio, as set forth in
the Agreement; (ii) the distribution of the shares of the AIC
Trust's Rice, Hall James Small/Mid Cap Portfolio so received to
the shareholders of UAM's Rice, Hall James Small/Mid Cap
Portfolio; (iii) the transfer of all of the assets and all of the
liabilities of UAM to the AIC Trust; and (iv) the subsequent
dissolution of UAM under Maryland law.
____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 PROPOSAL 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: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
SIRACH BOND PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Sirach
Bond Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Sirach Bond
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its Sirach Bond Portfolio and the other AIC Trust
Portfolios (the "Agreement") and, in accordance with their own discretion, any
other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Sirach Bond Portfolio to the AIC Trust's
Sirach Bond Portfolio in exchange for certain shares of such
portfolio, as set forth in the Agreement; (ii) the distribution
of the shares of the AIC Trust's Sirach Bond Portfolio so
received to the shareholders of UAM's Sirach Bond Portfolio;
(iii) the transfer of all of the assets and all of the
liabilities of UAM to the AIC Trust; and (iv) the subsequent
dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
SIRACH GROWTH PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Sirach
Growth Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Sirach Growth
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its Sirach Growth Portfolio and the other AIC Trust
Portfolios (the "Agreement") and, in accordance with their own discretion, any
other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Sirach Growth Portfolio to the AIC Trust's
Sirach Growth Portfolio in exchange for certain shares of such
portfolio, as set forth in the Agreement; (ii) the distribution
of the shares of the AIC Trust's Sirach Growth Portfolio so
received to the shareholders of UAM's Sirach Growth Portfolio;
(iii) the transfer of all of the assets and all of the
liabilities of UAM to the AIC Trust; and (iv) the subsequent
dissolution of UAM under Maryland law.
____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 PROPOSAL 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.
-1-
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
SIRACH EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Sirach
Equity Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Sirach Equity
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its Sirach Equity Portfolio and the other AIC Trust
Portfolios (the "Agreement") and, in accordance with their own discretion, any
other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Sirach Equity Portfolio to the AIC Trust's
Sirach Equity Portfolio in exchange for certain shares of such
portfolio, as set forth in the Agreement; (ii) the distribution
of the shares of the AIC Trust's Sirach Equity Portfolio so
received to the shareholders of UAM's Sirach Equity Portfolio;
(iii) the transfer of all of the assets and all of the
liabilities of UAM to the AIC Trust; and (iv) the subsequent
dissolution of UAM under Maryland law.
____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 PROPOSAL 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.
-1-
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
SIRACH STRATEGIC BALANCED PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Sirach
Strategic Balanced Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Sirach Strategic
Balanced Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its Sirach Strategic Balanced Portfolio and
the other AIC Trust Portfolios (the "Agreement") and, in accordance with their
own discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Sirach Strategic Balanced Portfolio to the
AIC Trust's Sirach Strategic Balanced Portfolio in exchange for
certain shares of such portfolio, as set forth in the Agreement;
(ii) the distribution of the shares of the AIC Trust's Sirach
Strategic Balanced Portfolio so received to the shareholders of
UAM's Sirach Strategic Balanced Portfolio; (iii) the transfer of
all of the assets and all of the liabilities of UAM to the AIC
Trust; and (iv) the subsequent dissolution of UAM under Maryland
law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
SIRACH SPECIAL EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the Sirach
Special Equity Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Sirach Special
Equity Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its Sirach Special Equity Portfolio and the
other AIC Trust Portfolios (the "Agreement") and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Sirach Special Equity Portfolio to the AIC
Trust's Sirach Special Equity Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's Sirach Special
Equity Portfolio so received to the shareholders of UAM's Sirach
Special Equity Portfolio; (iii) the transfer of all of the assets
and all of the liabilities of UAM to the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
TS&W EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. ("UAM") and the TS&W
Equity Portfolio of UAM to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its TS&W Equity
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its TS&W Equity Portfolio and the other AIC Trust
Portfolios (the "Agreement") and, in accordance with their own discretion, any
other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's TS&W Equity Portfolio to the AIC Trust's
TS&W Equity Portfolio in exchange for certain shares of such
portfolio, as set forth in the Agreement; (ii) the distribution
of the shares of the AIC Trust's TS&W Equity Portfolio so
received to the shareholders of UAM's TS&W Equity Portfolio;
(iii) the transfer of all of the assets and all of the
liabilities of UAM to the AIC Trust; and (iv) the subsequent
dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
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: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
TS&W FIXED INCOME PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of the UAM Funds, Inc. ("UAM") and the TS&W
Fixed Income Portfolio of UAM to be held in the offices of UAM's administrator,
SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m.,
Eastern time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said UAM that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its TS&W Fixed Income
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its TS&W Fixed Income Portfolio and the other AIC
Trust Portfolios (the "Agreement") and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's TS&W Fixed Income Portfolio to the AIC
Trust's TS&W Fixed Income Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's TS&W Fixed Income
Portfolio so received to the shareholders of UAM's TS&W Fixed
Income Portfolio; (iii) the transfer of all of the assets and all
of the liabilities of UAM to the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
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: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC.
One Freedom Valley Drive
Oaks, PA 19456-1100
TS&W INTERNATIONAL EQUITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of the UAM Funds, Inc. ("UAM") and the TS&W
International Equity Portfolio of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its TS&W International
Equity Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its TS&W International Equity Portfolio and
the other AIC Trust Portfolios (the "Agreement") and, in accordance with their
own discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's TS&W International Equity Portfolio to the
AIC Trust's TS&W International Equity Portfolio in exchange for
certain shares of such portfolio, as set forth in the Agreement;
(ii) the distribution of the shares of the AIC Trust's TS&W
International Equity Portfolio so received to the shareholders of
UAM's TS&W International Equity Portfolio; (iii) the transfer of
all of the assets and all of the liabilities of UAM to the AIC
Trust; and (iv) the subsequent dissolution of UAM under Maryland
law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC. II
One Freedom Valley Drive
Oaks, PA 19456-1100
ANALYTIC DEFENSIVE EQUITY FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. II ("UAM") and the
Analytic Defensive Equity Fund of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Analytic Defensive
Equity Fund and the other UAM Portfolios, and The Advisors' Inner Circle Fund
(the "AIC Trust"), on behalf of its Analytic Defensive Equity Fund and the other
AIC Trust Portfolios (the "Agreement") and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Analytic Defensive Equity Fund to the AIC
Trust's Analytic Defensive Equity Fund in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's Analytic Defensive
Equity Fund so received to the shareholders of UAM's Analytic
Defensive Equity Fund; (iii) the transfer of all of the assets
and all of the liabilities of UAM to the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC. II
One Freedom Valley Drive
Oaks, PA 19456-1100
ANALYTIC INTERNATIONAL FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. II ("UAM") and the
Analytic International Fund of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Analytic
International Fund and the other UAM Portfolios, and The Advisors' Inner Circle
Fund (the "AIC Trust"), on behalf of its Analytic International Fund and the
other AIC Trust Portfolios (the "Agreement") and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Analytic International Fund to the AIC
Trust's Analytic International Fund in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's Analytic
International Fund so received to the shareholders of UAM's
Analytic International Fund; (iii) the transfer of all of the
assets and all of the liabilities of UAM to the AIC Trust; and
(iv) the subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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.
-1-
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS, INC. II
One Freedom Valley Drive
Oaks, PA 19456-1100
ANALYTIC SHORT-TERM INCOME FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of UAM Funds, Inc. II ("UAM") and the
Analytic Short-Term Income Fund of UAM to be held in the offices of UAM's
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456, at
10:00 a.m., Eastern time on June 7, 2002, and any adjournments or postponements
thereof (the "Meeting") all shares of stock of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Analytic Short-Term
Income Fund and the other UAM Portfolios, and The Advisors' Inner Circle Fund
(the "AIC Trust"), on behalf of its Analytic Short-Term Income Fund and the
other AIC Trust Portfolios (the "Agreement") and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Analytic Short-Term Income Fund to the AIC
Trust's Analytic Short-Term Income Fund in exchange for certain
shares of such portfolio, as set forth in the Agreement; (ii) the
distribution of the shares of the AIC Trust's Analytic Short-Term
Income Fund so received to the shareholders of UAM's Analytic
Short-Term Income Fund; (iii) the transfer of all of the assets
and all of the liabilities of UAM to the AIC Trust; and (iv) the
subsequent dissolution of UAM under Maryland law.
____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 PROPOSAL 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS TRUST
One Freedom Valley Drive
Oaks, PA 19456-1100
CAMBIAR OPPORTUNITY PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of the Cambiar Opportunity Portfolio of UAM
Funds Trust ("UAM") to be held in the offices of UAM's administrator, SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456, at 10:00 a.m., Eastern
time on June 7, 2002, and any adjournments or postponements thereof (the
"Meeting") all shares of beneficial interest of said UAM that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below with respect to the proposed Agreement and Plan of
Reorganization and Liquidation between UAM, on behalf of its Cambiar Opportunity
Portfolio and the other UAM Portfolios, and The Advisors' Inner Circle Fund (the
"AIC Trust"), on behalf of its Cambiar Opportunity Portfolio and the other AIC
Trust Portfolios (the "Agreement") and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Cambiar Opportunity Portfolio to the AIC
Trust's Cambiar Opportunity Portfolio in exchange for certain
shares of such portfolio, as set forth in the Agreement; and (ii)
the distribution of the shares of the AIC Trust's Cambiar
Opportunity Portfolio so received to the shareholders of UAM's
Cambiar Opportunity Portfolio.
____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 PROPOSAL 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 Trustees. 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.
-1-
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-
UAM FUNDS TRUST
One Freedom Valley Drive
Oaks, PA 19456-1100
CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 7, 2002
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 of the Chicago Asset Management
Value/Contrarian Portfolio of UAM Funds Trust ("UAM") to be held in the offices
of UAM's administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA
19456, at 10:00 a.m., Eastern time on June 7, 2002, and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of said
UAM that the undersigned would be entitled to vote if personally present at the
Meeting ("Shares") on the proposal set forth below with respect to the proposed
Agreement and Plan of Reorganization and Liquidation between UAM, on behalf of
its Chicago Asset Management Value/Contrarian Portfolio and the other UAM
Portfolios, and The Advisors' Inner Circle Fund (the "AIC Trust"), on behalf of
its Chicago Asset Management Value Portfolio and the other AIC Trust Portfolios
(the "Agreement") and, in accordance with their own discretion, any other
matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF UAM RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL Approve (i) the transfer of all of the assets and all of the
liabilities of UAM's Chicago Asset Management Value/Contrarian
Portfolio to the AIC Trust's Chicago Asset Management Value
Portfolio in exchange for certain shares of such portfolio, as
set forth in the Agreement; and (ii) the distribution of the
shares of the AIC Trust's Chicago Asset Management Value
Portfolio so received to the shareholders of UAM's Chicago Asset
Management Value/Contrarian Portfolio.
____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 PROPOSAL 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 Trustees. 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
-1-
should indicate the full title and capacity in which they are signing.
Dated: _____________________, 2002 ___________________________
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.
TELEPHONE AND INTERNET VOTING INSTRUCTIONS:
To vote by Telephone:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call ___________
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
To vote by Internet:
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to web site at WWW.PROXYVOTE.COM.
3) Enter the 12-digit control number set forth on this Proxy card and follow
the simple instructions.
-2-