PROFESSIONALLY MANAGED PORTFOLIOS, PRE 14A, 1996-07-23

PROFESSIONALLY MANAGED PORTFOLIOS
PRE 14A, 1996-07-23

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Professionally Managed Portfolios
CRESCENT FUND

11400 West Olympic Blvd.,
Los Angeles, California 90064
----------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 6, 1996

TO THE SHAREHOLDERS OF CRESCENT FUND
(the "Fund") a series of Professionally Managed Portfolios (the "Trust"):

You are cordially invited to the Special Meeting (the "Meeting") of the
Shareholders of the Fund to be held on Friday, September 6, 1996 at 10:00 a.m.,
local time, at the offices of the Fund, 11400 West Olympic Blvd., Los Angeles,
California 90064, for the purpose of considering the proposal set forth below
and for the transaction of such other business as may be properly brought before
the meeting or any adjournment(s) thereof, including any adjournment(s)
necessary to obtain requisite quorums and/or approvals.

Proposal 1: To approve a proposed Agreement and Plan of Reorganization
and the transactions contemplated thereby, which include: (a) the
transfer of all assets of the Fund to a newly-formed series -- the FPA
Crescent Portfolio (the "Series") of UAM Funds Trust, a Delaware
business trust, in exchange for shares of the Series, and the
assumption by the Series of liabilities of the Fund; and (b) the
distribution to Fund shareholders of such Series' shares.

Shareholders of record at the close of business on July 15, 1996 are entitled to
notice of, and to vote at, the Meeting or any adjournment thereof.

ALL SHAREHOLDERS OF THE FUND ARE CORDIALLY INVITED TO ATTEND THE SPECIAL
MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID RETURN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD
AS SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED. YOUR PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.

By Order of the Board of Trustees

Robin Berger, Secretary

______________, 1996

<PAGE>

PROFESSIONALLY MANAGED PORTFOLIOS
Crescent Fund
11400 West Olympic Blvd.,
Los Angeles, California 90064

PROXY STATEMENT

SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
September 6, 1996

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Trustees of Professionally Managed Portfolios (the "Trust")
for use at the Special Meeting of Shareholders of the Trust's Crescent Fund (the
"Fund") to be held at 10:00 a.m., local time, on Friday, September 6, 1996 or at
any adjournment thereof (the "Meeting"), and is intended to be mailed to
shareholders on or about ____________, 1996. The Meeting will be held at the
offices of the Fund, 11400 West Olympic Blvd., Los Angeles, California 90064.

IF THE ACCOMPANYING FORM OF PROXY IS EXECUTED PROPERLY AND RETURNED,
SHARES WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS ON THE
PROXY. IF NO INSTRUCTIONS ARE SPECIFIED, SHARES WILL BE VOTED FOR THE APPROVAL
OF THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION.

If you sign and return the accompanying proxy but later wish to change
your vote or vote in person, you may revoke it by giving written notice of such
revocation to the Secretary of the Trust prior to the Meeting or by delivering a
subsequently dated proxy or by attending and voting at the Meeting in person.
The Trust expects to solicit proxies principally by mail. In addition to the
solicitation of proxies by mail, directors and officers of the Trust, and
officers and employees of First Pacific Advisors, Inc. ("First Pacific
Advisors"), the Fund's advisor, may solicit proxies in person or by telephone.
The costs of solicitation will be borne by First Pacific Advisors.

On July 15, 1996, the record date for the determination of the
shareholders entitled to notice of, and to vote at, the Meeting, there were
issued and outstanding 1,800,796.082 shares of the Fund. Each outstanding share
is entitled to one vote on each matter to come before the Meeting, and any
fractional share outstanding is entitled to a proportional fractional vote.

Financial information about the Fund has been provided to shareholders
in the form of an audited annual report for the fiscal year ended March 31,
1996. Shareholders voting on the Reorganization should have received this
report. Any shareholder wanting a copy of the annual report in connection with
this Shareholder Meeting should contact First Pacific Advisors at (310)
996-5440.

The Meeting has been called for the purpose of considering the proposal
set forth below. More than 50 percent of the Fund's shares outstanding and
entitled to vote is required for the approval of the proposed Agreement and Plan
of Reorganization (the "Reorganization Plan"). Abstentions and "broker
non-votes" will not be counted for or against any proposal to which they relate,
but will be counted for purposes of determining whether a quorum is present. A
quorum is considered to be present if more than 40% of the Fund's shares
outstanding and entitled to vote is present or represented at the meeting.
Abstentions will be counted as votes present for purposes of determining if a
quorum is present at the Meeting but will not be voted in favor of the
Reorganization, and will therefore have the effect of counting against the
proposal.

Because the current Trust is organized as a Massachusetts business
trust, it is not required to hold annual shareholders' meetings. Similarly,
Delaware business trust law does not require registered investment companies
such as UAM Funds Trust (the "New Trust") to hold annual shareholders' meetings.

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<PAGE>

PROPOSAL 1. THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION

General Information

The Board of Trustees of the Trust has approved the Reorganization Plan
substantially in the form attached to this Proxy Statement as Exhibit A and was
requested by First Pacific Advisors to submit the Reorganization Plan to
shareholders. The Reorganization Plan provides for a reorganization of the Fund
(the "Reorganization") pursuant to which all assets of the Trust allocated to
the Fund and the liabilities of the Fund will be transferred to a newly-formed
series (the "Series") of the New Trust, in exchange for shares of beneficial
interest of the Series. The preliminary prospectus for the Series is attached to
this Proxy Statement as Exhibit B. Following this exchange, the Fund will
distribute to its shareholders shares of the Series in liquidation of the Fund.
The Series will have substantially the same investment objective and policies as
the Fund, and the investment restrictions of the Series will be substantially
the same as those of the Fund. The net asset value of shares of the Series
immediately following the Reorganization will be the same as the net asset value
of shares of the Fund prior to the Reorganization.

FIRST PACIFIC ADVISORS HAS AGREED TO PAY ALL COSTS ASSOCIATED WITH THE
REORGANIZATION INCLUDING THE FUND'S UNAMORTIZED DEFERRED ORGANIZATION COSTS
REMAINING ON THE DATE OF THE REORGANIZATION. Therefore, shareholders will bear
NONE of these costs. In addition, the Reorganization will be a tax-free
transaction as described below.

The Reorganization is intended to facilitate the consolidation of all
mutual funds advised by affiliates of United Asset Management Corporation
("UAM") in the same family of funds, the UAM Funds (comprised of two registered
investment companies, UAM Funds Trust and UAM Funds, Inc.), thereby to benefit
shareholders of the Fund through reduction of expenses of the Fund and
improvement in services. As a result of the reorganization, the Fund will join
other series of UAM Funds as part of the New Trust. The total expenses for the
Series are projected to be lower than the current expenses for the Fund. This is
possible because of the benefits derived by economics of scale with having the
Series to be part of a larger fund family. Also administrative fees are
projected to be lower than the current level. Furthermore, The New Trust, being
an affiliate of UAM, which manages more than $140 billion in assets with
extensive marketing experience, hopes to increase the asset size of the Series
to further spread fixed costs over a even larger asset base. It is also
anticipated that more comprehensive shareholder services would be provided as a
result of the Reorganization. The new transfer agent and custodian of the
Series, The Chase Manhattan Bank, is very experienced in the fund service area
and has an excellent reputation for providing high quality service. In addition,
it is anticipated that the total operating expenses of the Series, as a
percentage of average daily net assets, will be reduced. There is no guarantee
that the total operating expenses of the Series will be as specified.

The net asset value of shares of the Fund will not be materially
affected by the Reorganization, although there are costs associated with the
Reorganization as discussed below. The Reorganization will have no effect on the
management of the Fund's investments and the Fund's other affairs. It is
expected that First Pacific Advisors, as the sole initial shareholder of the new
Series, will approve the Proposed Advisory Agreement and take other actions for
the Series. If the shareholders of the Fund vote to approve the Reorganization
Plan, the several actions described below will occur without the need for
further shareholder involvement, with the result that the Reorganization will
become effective on or about October 1, 1996 (the "Reorganization Date"). The
various services currently provided to shareholders of the other series of the
Trust will not be affected by the Reorganization.

First Pacific Advisors has agreed to pay out of its own resources any
remaining unamortized organizational expenses of the Fund at the time of the
Reorganization. These expenses are estimated to be approximately $6,500. The
Series will not incur any additional deferred organizational expenses as a
result of the Reorganization.

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The following table provides a pro forma comparative analysis of
expenses for the Fund and for the Series (after the proposed Reorganization).
This analysis assumes that the total assets in the Fund and the Series for the
periods indicated are the approximate current total assets of the Fund.

Pro Forma Comparison of Annual Shareholder Expenses
(based on assets of $22 million)

Current Expenses of Fund As a %
(based on March 31, 1996 Financial Statements) of Assets
- ---------------------------------------------- ---------

Advisory Fee 1.00%

Other Operating Expenses 0.59%

Total Net Operating Expenses* 1.59%

Anticipated Expenses of Series As a %
(if Proposal 1 approved) of Assets
Advisory Fee 1.00%

Other Operating Expenses 0.49%

Total Net Operating Expenses 1.49%

Net Reduction in Operating Expenses (0.10%)

- ----------------------

* Since March 31, 1996, expenses have increased/decreased to _____% of
average daily net assets.

Comparison of Shareholder Transaction Expenses

An investor would pay the following charges when buying or redeeming
shares of the Fund and the Institutional Class of the Series.

Current Fund New Series

Sales charge on purchases None None

Sales charge on reinvested dividends None None

Redemption fee None None

Exchange fee None None

12b-1 fee None None

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<PAGE>

Summary of the Reorganization Plan

ALL INFORMATION REGARDING THE NEW TRUST, ITS OPERATIONS AND THE VARIOUS
AGREEMENTS BETWEEN THE NEW TRUST AND ITS SEVERAL SERVICE PROVIDERS HAS BEEN
SUPPLIED BY FIRST PACIFIC ADVISORS AND NEITHER THE TRUST NOR ANY OF ITS TRUSTEES
OR OFFICERS HAS INDEPENDENTLY VERIFIED THE ACCURACY OF SUCH INFORMATION.

Effect of Shareholders Approval of the Reorganization. A company
registered under the Investment Company Act of 1940 (the "1940 Act") is required
by the 1940 Act to submit any proposed investment advisory agreement to the
shareholders of the company for their approval. The Board of Trustees of the
Trust and the Board of Trustees of the New Trust believe that it is in the
interest of the shareholders of the Fund (who will become shareholders of the
Series if the Reorganization is approved) to avoid the expense of another
shareholders' meeting to approve the investment advisory agreement shortly after
the Reorganization. To provide an investment advisory agreement, which has been
approved in compliance with the 1940 Act, prior to the effective time of the
Reorganization, the Reorganization Plan authorizes the issuance of a single
share to First Pacific Advisors. Pursuant to the Reorganization Plan, First
Pacific Advisors, as the sole shareholder of the Series, will approve the
Proposed Advisory Agreement. Promptly thereafter, and prior to the effective
time of the Reorganization, the Series share held by First Pacific Advisors will
be redeemed and canceled by the New Trust.

Procedures for Reorganization. At the effective time of the
Reorganization, the Fund will transfer all of its assets and liabilities to the
Series of the New Trust in exchange for a number of shares of the Series of the
New Trust equal to the number of shares of beneficial interest of the Fund
outstanding immediately prior to the Reorganization. Immediately thereafter, the
Fund will distribute its shares of the Series to its shareholders in complete
liquidation of the Fund. Upon completion of the Reorganization, each shareholder
of the Fund will own full and fractional shares of the Series equal in number
and aggregate net asset value to the shares he or she held in the Fund
immediately prior to the Reorganization.

The obligations of the Trust on behalf of the Fund and the New Trust
under the Reorganization Plan are subject to various conditions as stated
therein. In order to provide for unforeseen events, the Reorganization Plan may
be terminated at any time prior to the closing of the Reorganization by action
of either the Board of Trustees of the Trust or the Board of Trustees of the New
Trust, notwithstanding the approval of the Reorganization Plan by the
shareholders of the Fund. The Board of Trustees of the Trust may at any time
waive the Board of Trustees of the New Trust's obligation to comply with any of
the covenants and conditions contained in the Reorganization Plan. Similarly,
the Board of Trustees of the New Trust may at any time waive the Board of
Trustees of the Trust's obligation to comply with any of the covenants and
conditions contained in the Reorganization Plan.

Investment Advisory Services. As noted above, the Reorganization Plan
authorizes First Pacific Advisors, as sole shareholder of the Series of the New
Trust prior to the effective time of the Reorganization, to approve the Proposed
Advisory Agreement. The Proposed Advisory Agreement is set forth as Exhibit C
and is substantially similar in all material terms to the current investment
advisory agreement between the Trust, on behalf of the Fund, and First Pacific
Advisors dated March 1, 1996 (the "Current Advisory Agreement").

Continuation of Shareholder Accounts and Plans. The New Trust's
transfer agent will establish an account for each shareholder containing the
appropriate number of shares. Such accounts will be identical in all respects to
the accounts currently maintained by the Fund's transfer agent for each
shareholder of the Fund. At the current time, it is not expected that any
further action will be necessary in order to continue any retirement plan
currently maintained by a shareholder with respect to Fund shares. Shareholders
will be contacted if action is necessary.

Tax Consequences. Consummation of the Reorganization Plan is subject to
receipt by the Boards of Trustees of the Trust and the New Trust have received
an opinion of Stradley, Ronon, Stevens & Young,

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<PAGE>

counsel to the New Trust, that the transactions contemplated by the
Reorganization Plan will constitute a tax-free reorganization for federal income
tax purposes pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of
1986, as amended and will not affect the federal tax status of shares held prior
to the Reorganization. Therefore, shareholders should not recognize any gain or
loss on their shares for federal income tax purposes as a result of the
Reorganization. The management of the New Trust has not obtained an Internal
Revenue Service ("IRS") private letter ruling, and the IRS is not bound by
advice of counsel. While the Fund is not aware of any adverse state or local tax
consequences of the proposed Reorganization, it has not made any investigation
as to such consequences. Shareholders may wish to consult their own tax advisors
with respect to such matters.

Certain Comparative Information About the Trust and the New Trust

Structure of the New Trust and Trust. The New Trust was established
pursuant to an Agreement and Declaration of Trust (the "New Trust's Declaration
of Trust") under Delaware law, and its operations are governed by the New
Trust's Declaration of Trust and applicable Delaware law. The fiscal year of the
New Trust's Series ends March 31 of each year. The current Trust was established
pursuant to an Agreement and Declaration of Trust (the "Trust's Declaration of
Trust") under Massachusetts law, and its operations are governed by the Trust's
Declaration of Trust and applicable Massachusetts law. The Trust's fiscal year
ends March 31 of each year.

Certain differences between the two forms of organization are
summarized below. The operations of the New Trust, like those of the Trust, are
subject to the provisions of the 1940 Act, and to the rules and regulations of
the Securities and Exchange Commission thereunder.

Trustees and Officers of the New Trust and Trust. Subject to the
provisions of its Declaration of Trust, the business of the New Trust is managed
by its Trustees, who serve for indefinite terms and have all powers necessary or
convenient to carry out their responsibilities. The responsibilities, powers and
fiduciary duties of the New Trust Trustees are substantially the same as those
of the Trustees of the current Trust under its Declaration of Trust. The
Trustees of the current Trust also serve for indefinite terms.

State of Organization. The New Trust is organized as a Delaware
business trust; the Trust is organized as a Massachusetts business trust. Under
Delaware law, trustees and shareholders of a business trust are generally
afforded by statute the same limited liability as their corporate counterparts
and are permitted liberal indemnification. However, some states do not recognize
the liability limitation provided by Delaware law. This type of statutory
assurance of limited liability does not exist under Massachusetts law because
Massachusetts does not address the status of shareholders of a business trust by
statute. Because of this omission, many commentators believe that Massachusetts
business trust shareholders under certain circumstances could be held personally
liable for trust obligations. Although the potential for liability is remote,
the uncertainty created has prompted the inclusion of provisions in contracts
disclaiming this potential liability. The New Trust, however, as a Delaware
business trust, may provide more protection in this regard because of the
clearer statutory protection afforded to shareholders.

Voting Rights. The 1940 Act provides that shareholders of each series
of an investment company vote separately on matters concerning only that series
and vote on a trust-wide basis on matters that affect the trust as a whole, such
as electing trustees or amending the Declaration of Trust. Currently, under the
Trust's Declaration of Trust and the New Trust's Declaration of Trust, each
share is entitled to one vote, regardless of the relative value of the shares of
each series of the Trust.

The foregoing is only a brief summary of certain of the differences
between the Trust's Declaration of Trust and Massachusetts law, and the New
Trust's Declaration of Trust and Delaware law. It is not a complete list of the
differences. Shareholders should refer to the provisions of the Trust's
Declaration of Trust, Massachusetts law, the New Trust's Declaration of Trust
and Delaware law directly for a more thorough comparison. Copies of the New
Trust's Declaration of Trust and By-Laws are available to shareholders without
charge upon written request to the New Trust at the address set forth on the
Notice of Meeting of Shareholders accompanying this Proxy Statement.

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<PAGE>

Multiple Classes. Under the New Trust's Declaration of Trust, the Board
of Trustees has the power to classify or reclassify any unissued shares of the
Series into one or more additional classes by setting or changing in any one or
more respects their relative rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption. The Board
of Trustees of the New Trust may also increase the number of authorized shares
of the Series. The Board of Trustees of the New Trust have indicated it is their
intention to establish two classes of shares for the Series -- regular shares
known as "Institutional Class Shares" and Institutional Service Class Shares.
Shares of the Fund will be exchanged into the Institutional Class Shares of the
Series. The primary difference between the Institutional Class and the
Institutional Service Class is that the Institutional Class is a no-load no
12b-1 fee class whereas the Institutional Service Class imposes a 12b-1 fee on
its shares.

Statement of Investment Objective and Policies. There is no substantive
difference between the investment objectives, policies and practices of the Fund
and the Series. Both the Fund and the Series share the same investment
objective, which is to provide, through a combination of income and capital
appreciation, a total return consistent with reasonable investment risk. The
Fund and the Series both seek to achieve their objectives by investment in a
combination of equity securities and fixed income obligations.

This is only a summary comparison of the investment policies of the
Fund and the Series. Certain minor differences exist in their non-fundamental
investment policies and restrictions. Shareholders are encouraged to review the
current prospectus for the Fund (dated August 1, 1996) and the preliminary
prospectus for the Series (Exhibit B hereto) for additional information.

Change of Fund Service Providers.

The Fund has a contract with Investment Company Administration Corp.
(the "Administrator") to act as the Fund's Administrator under an Administration
Agreement. Under the agreement, the Administrator prepares various federal and
state regulatory filings, reports and returns for the Fund, prepares reports and
materials to be supplied to the trustees, monitors the activities of the Fund's
custodian, transfer agent, and accountants, and coordinates the preparation and
payment of Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receives a fee at the annual rate of $30,000 per
year of the first $15 million of the Fund's average daily net assets, plus 0.20%
of the Fund's average daily net assets in excess of $15 million and up to $50
million, plus 0.15% of the Fund's average daily net assets in excess of $50
million and up to $100 million, plus 0.10% of the Fund's average daily net
assets in excess of $100 million and up to $150 million, plus 0.05% of the
Fund's average daily net assets in excess of $150 million. The Fund is
responsible for its own operating expenses.

First Fund Distributors, Inc. (the "Distributor") served as the Fund's
distributor pursuant to a distribution agreement. No compensation is paid to the
Distributor for distribution services for the shares of the Fund.

Star Bank, Cincinnati, Ohio acts as custodian ("Custodian") for the
Fund. As Custodian, it holds cash, securities and other assets of the Fund as
required by the 1940 Act. For the fiscal year ended March 31, 1996, The Star
Bank received a total of $________ in fees.

American Data Services, Fort Lee, New Jersey, acts as transfer agent
for the Fund. For the fiscal year ended March 31, 1996, American Data Services
received a total of $________ in fees.

If a reorganization occurs, these agreements will be terminated. UAM
Fund Services, Inc., 211 Congress Street, Boston, Massachusetts 02110 (the
"Manager"), a wholly-owned subsidiary of UAM, will be responsible for performing
and overseeing administration, fund accounting, dividend disbursing and transfer
agency services. The New Trust pays UAM Fund Services, Inc. a monthly fee for
its services which on an annual basis equals: 0.19% of 1% of the first $200
million of the aggregate net assets of the New Trust; 0.11% of 1% of the next
$800 million of the aggregate net assets of the New Trust; 0.07% of 1% of the
aggregate net assets in excess of $1 billion but less than $3 billion; and 0.05%
of 1% of the aggregate assets in excess of $3 billion. The fees are allocated
among the series of the New Trust on the basis of their

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relative assets and are subject to a graduated minimum fee schedule per Series
of $1,250 per month upon inception of a Series to $70,000 annually after two
years. The New Trust, with respect to the New Trust or any Series or Class of
the New Trust, may enter into other or additional arrangements for transfer or
subtransfer agency, record-keeping or other shareholder services with
organizations other than the Administrator. If a separate class of shares is
added to a Series, the minimum annual fee payable to UAM Fund Services, Inc. by
that Series may be increased by up to $20,000. [The Series will pay to UAM Fund
Services, Inc. a fund-specific fee of between 0.02% to 0.06% of the aggregate
net assets of the Series.]

The Trustees of the New Trust have also approved a Mutual Funds Service
Agreement dated April 15, 1996 between UAM Funds Services, Inc. and Chase Global
Funds Services Company, an affiliate of The Chase Manhattan Bank under which
Chase Global Funds Services Company provides the New Trust and its series with
certain services, including, but not limited to, fund accounting, transfer
agency, maintenance of records, preparation of reports, assistance in the
preparation of the New Trust's registration statements and general day-to-day
administration of matters related to the New Trust's existence. UAM Fund
Services, Inc. pays Chase Global Funds Services Company a monthly fee for its
services from the fees that UAM Fund Services, Inc. receives from the New Trust
under its Fund Administration Agreement. Chase Global Funds Services Company is
located at 73 Tremont Street, Boston, MA 02178-3913.

After the Reorganization, The Chase Manhattan Bank, Four Chase
MetroTech Center, Brooklyn, NY 11245, will serve as the Series' custodian.

The Series' distributor will be UAM Fund Distributors, Inc., a
wholly-owned subsidiary of UAM with its principal office located at 211 Congress
Street, Boston, Massachusetts 02110 (the "New Distributor"). Under the New
Trust's Distribution Agreement, the New Distributor, as agent of the New Trust,
agrees to use its best efforts as sole distributor of the New Trust's shares.
The New Distributor does not receive any fees or other compensation under the
Distribution Agreement with respect to the Series. The Distribution Agreement
continues in effect as long as the New Trust's Board of Trustees, including a
majority of the Trustees who are not parties to the Distribution Agreement or
interested persons of any such party, approve it on an annual basis. The
Distribution Agreement provides that the New Trust will bear the costs of the
registration of its shares with the Securities and Exchange Commission and
various states and the printing of its prospectuses, statement of additional
information and reports to shareholders.

Financial Information. The new Series is being organized as a separate
series of the New Trust and will have no assets, liabilities or operations prior
to the Reorganization. The Reorganization Plan provides for the new Series to
issue Institutional Class Shares in exchange for the assets and liabilities of
the current Fund, which shares will then be effectively transferred to
shareholders to replace the then outstanding shares of the Fund. The Fund will
then be terminated. Shareholders should review the financial data presented in
the preliminary Prospectus that accompanies this Proxy Statement.

If the Reorganization Plan is not approved by the shareholders of the
Fund at the Meeting, the Fund will continue to operate as a series of the Trust
and the current service providers will continue to provide services to the Fund.

Requests for Redemption

Any request to redeem shares of the Fund received and processes prior
to the effective time of the Reorganization will be treated as a redemption of
shares of the Fund. Any request to redeem shares received or processed after the
effective time of the Reorganization will be treated as a request for the
redemption of a like number of shares of the Series.

The Proposed Investment Advisory Agreement for the Series

First Pacific Advisors has acted as investment advisor to the Fund pursuant
to the Current Advisory Agreement by and between the Trust and First Pacific
Advisors, Inc. dated March 1, 1996. The Fund commenced operations on June 2,
1993. The Current Advisory Agreement was approved by the Fund's

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<PAGE>

shareholders on February 29, 1996. Prior to that, Crescent Management served as
the Fund's advisor pursuant to a prior advisory agreement substantially similar
in terms to the Current Advisory Agreement.

At a meeting held on July 20, 1996, the Board of Trustees of New Trust
approved the Proposed Advisory Agreement between First Pacific Advisors and the
New Trust by a majority vote of the Trustees and of the "Independent Trustees".

Comparison of the Current and Proposed Advisory Agreements

Under the Proposed Advisory Agreement, First Pacific Advisors will be
responsible for providing substantially the same services to the Series that it
now provides to the Fund under the Current Advisory Agreement. The Proposed
Advisory Agreement contains the same provisions as the Current Advisory
Agreement regarding renewal. Also, both the Proposed Advisory Agreement provides
for similar notice provisions. The Proposed Advisory Agreement may be terminated
by the Series, and the Current Advisory Agreement may be terminated by the Fund,
on not more than 60 days' notice from the New Trust (in the case of the Proposed
Advisory Agreement) or from the Trust (in the case of the Current Advisory
Agreement) to the Advisor. Furthermore, the Proposed Advisory Agreement allows
First Pacific Advisors to terminate the agreement on 90 days' notice to the
Series, whereas the Current Advisory Agreement allows for termination by First
Pacific Advisors on not more than 60 days' notice to the Fund.

Pursuant to both the Current Advisory Agreement and the Proposed
Advisory Agreement, the Fund and the Series, as the case may be, will pay to
First Pacific Advisors an advisory fee at an annual rate equal to 1.00% of the
Fund or the Series' average daily net assets. During the fiscal year ended March
31, 1996, the Fund paid $________ in advisors fees to First Pacific Advisors.

The Current Advisory Agreement includes a provision for a reduction in
the fee paid to First Pacific Advisors in the amount by which certain defined
operating expenses of the Fund (including such advisory fee) for any fiscal year
exceed the limits set by applicable regulations in states where the Fund's
shares are registered or qualified for sale. Operating expenses, as defined in
the Current Advisory Agreement, exclude (i) interest, (ii) taxes, (iii)
expenditures for brokerage services, (iv) any extraordinary expenses and (v)
sales charges and any distribution fees.

Both the Current Advisory Agreement and the Proposed Advisory Agreement
provide that First Pacific Advisors will not be liable to the Trust or to the
Fund, or the New Trust or the Series, as the case may be, in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of First
Pacific Advisors' obligations or duties under the agreement.

Portfolio Transactions. Pursuant to the Current Advisory Agreement,
First Pacific Advisors selects the brokers and dealers through which the Fund
executes its portfolio transactions. Similarly, First Pacific Advisors will,
pursuant to the Proposed Advisory Agreement, select the brokers and dealers that
will execute portfolio transactions for the Series. First Pacific Advisors'
determinations are subject to policies established by the Board of Trustees of
the Trust, and, for the Series, will be subject to policies established by the
Board of Trustees of the New Trust.

First Pacific Advisors will seek to obtain the most favorable net
results by taking into account various factors, including the best net price
available, the reliability, integrity and financial condition of the
broker-dealer, the size of and difficulty in executing the order, and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. While First Pacific Advisors generally seeks
reasonably competitive spreads or commissions, the Fund (and the Series) will
not necessarily pay the lowest spread or commission available. First Pacific
Advisors seeks to select brokers or dealers that offer the Fund (and the Series)
best price and execution or other services which benefit the Fund (or the
Series).

First Pacific Advisors may, consistent with the interests of the Fund
(or the Series), select brokers on the basis of the research services they
provide to First Pacific Advisors. Information so received by First

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Pacific Advisors will be in addition to and not in lieu of the services required
to be performed by First Pacific Advisors under the Current Advisory Agreement
or the Proposed Advisory Agreement.

Information about First Pacific Advisors

First Pacific Advisors, together with its predecessors, has been in the
investment advisory business since 1954. Presently, First Pacific Advisors
manages assets of approximately $4.0 billion for five investment companies,
including one closed-end investment company, and more than 50 institutional
accounts. First Pacific Advisors is an indirect wholly owned subsidiary of
United Asset Management Corporation, a New York Stock Exchange listed holding
company principally engaged, through affiliated firms, in providing
institutional investment management and acquiring institutional investment
management firms.

First Pacific Advisors' principal executive officers are shown below.
The address of each, as it relates to his duties at First Pacific Advisors, is
11400 West Olympic Boulevard, Los Angeles, CA 90064.

________________ Chairman, Chief Executive Officer and Chief Investment Officer

________________ President

________________ Executive Vice President

________________Executive Vice President, Chief Financial Officer, Treasurer and
Chief Administrative Officer

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ADOPTION OF THE PROPOSAL

GENERAL INFORMATION

Information Regarding Officers and Trustees of the New Trust

Information regarding the Trustees, including his or her position with
the New Trust, is set forth in the table below. The address of each Trustee and
principal executive officer is ________________.

Mary Rudie Barneby* Trustee and Executive Vice President of the New Trust;
President of Regis 1135 Avenue of the Americas Retirement Plan Services since
1993; Former President of UAM Fund New York, NY 10036 Distributors, Inc.;
formerly responsible for Defined Contribution Plan Age 43 Services at a division
of the Equitable Companies, Dreyfus Corporation and Merrill Lynch.

John T. Bennett, Jr.
College Road-RFD 3
Meredith, NH 03253
Age 67

Trustee of the New Trust; President of Squam Investment Management
Company, Inc. and Great Island Investment Company, Inc.; President of
Bennett Management Company from 1988 to 1993.

J. Edward Day Trustee of the New Trust, Retired Partner in the Washington office
of the 5804 Brookside Drive law firm Squire, Sanders & Dempsey; Director,
Medical Mutual Liability Chevy Chase, MD 20815 Insurance Society of Maryland;
Formerly, Chairman of The Montgomery Age 81 County, Maryland, Revenue Authority.

Philip D. English
16 West Madison Street
Baltimore, MD 21201
Age 47

Trustee of the New Trust; President and Chief Executive Officer of
Broventure Company, Inc.; Chairman of the Board of Chektec Corporation
and Cyber Scientific, Inc.

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<PAGE>

William A. Humenuk
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Age 54

Trustee of the New Trust; Partner in the Philadelphia office of the law firm
Dechert Price & Rhoads; Director, Hofler Corp.

Norton H. Reamer* Trustee, President and Chairman of the New Trust; President,
Chief One International Place Executive Officer and a Director of United Asset
Management Boston, MA 02110 Corporation; Director, Partner or Trustee of each of
the Investment Age 60 Companies of the Eaton Vance Group of Mutual Funds.

Peter M. Whitman, Jr.*
One Financial Center
Boston, MA 02111
Age 52

Trustee of the New Trust; President and Chief Investment Officer of
Dewey Square Investors Corporation ("DSI") since 1988; director and Chief
Executive Officer of H.T. Investors, Inc. formerly a subsidiary of DSI.

William H. Park*
One International Place
Boston, MA 02110
Age 49

Vice President of the New Trust; Executive Vice President and Chief
Financial Officer of United Asset Management Corporation.

Gary L. French* Treasurer of the New Trust; President and Chief Executive
Officer of 211 Congress Street UAM Fund Services, Inc.; formerly Vice President
- - Operations Boston, MA 02110 Development and Control of Fidelity Investment
Institutional Services from Age 44 February 1995 to August 1995; Treasurer of
the Fidelity Group of Funds from 1991 to February 1995.

Michael DeFao* Secretary of the New Trust, Vice President and General Counsel to
UAM 211 Congress Street Fund Services, Inc., and UAM Fund Distributors, Inc.;
formerly an Boston, MA 02110 Associate of Ropes & Gray (a law firm) from 1993 to
November 1995.
Age 28

Robert R. Flaberty* Assistant Treasurer of the New Trust; Manager of Fund
Administration 73 Tremont Street and Compliance of the Sub-Administrator since
March 1995; formerly Boston, MA 02108 Senior Manager of Deloitte & Touche LLP
from 1985 to 1995.
Age 32

Karl O. Hartmann* Assistant Secretary of the New Trust; Senior Vice President
and General 73 Tremont Street Counsel of the Sub-Administrator; Senior Vice
President, Secretary and Boston, MA 02108 General Counsel of Leland, O'Brien,
Rubinstein Associates, Inc. from Age 41 November 1990 to November 1991.

* These people are deemed to be "interested persons" of the New Trust as
that term is defined in the 1940 Act. Share Ownership

To the best of the Trust's knowledge, as of July 11, 1996, the Fund's
shareholders of record and beneficial owners who owned more than 5% of the
Fund's shares are as follows:

Shareholder Shares Owned Percentage of Fund's
Outstanding Shares

[Shareholder Name] ________ _____%
[Address]

As of July 11, 1996, the officers and trustees of the Trust, as a
group, beneficially owned less than 1% of the outstanding shares of the Fund.

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<PAGE>

Shareholders' Proposals

As stated above, as a Massachusetts business trust, the current Trust
is not required to hold annual shareholder meetings. Similarly, the New Trust is
not required to hold annual meetings. Accordingly, the New Trust does not expect
to hold annual meetings of shareholders. Shareholders who wish to present a
proposal for action at the next meeting or suggestions as to nominees for the
Trust's Board of Trustees or, following the Reorganization, the New Trust's
Board of Trustees, should submit the proposal or suggestions to the Trust (or
the New Trust) to be considered for inclusion in the proxy statement and form of
proxy for such meeting as is held. It is recommended that shareholders submit
their proposals by Certified Mail Return Receipt Requested. In order for a
shareholder's proposal to be eligible to be considered for inclusion in a proxy
statement for such meeting, that proposal must be received by the New Trust at
least 120 days before the date of the meeting. The submission of a proposal by a
shareholder does not ensure that such proposal will be included in the proxy
statement because such proposal would need to comply with certain rules and
regulations applicable to shareholders' proposals.

Other Matters

The Trustees do not know of any matters to be presented at the Meeting
other than those set forth in this Proxy Statement. If any other business should
come before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment.

By Order of the Trustees,

-----------------------
Robin Berger, Secretary
Crescent Fund

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<PAGE>

EXHIBIT A

Agreement and Plan of Reorganization

<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION dated as of , 1996 (the
"Agreement") between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business
trust (the "PMP Trust"), and UAM FUNDS TRUST, a Delaware business trust (the
"UAM Trust").

WHEREAS, the PMP Trust was organized under Massachusetts law as a
business trust under a Declaration of Trust dated ____________. The PMP Trust is
an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). The PMP Trust has authorized
capital consisting of an unlimited number of shares of beneficial interest, par
value of [$.01] per share, of separate series of the PMP Trust; and

WHEREAS, the UAM Trust has been organized under Delaware law as a
business trust under an Agreement and Declaration of Trust dated May 18, 1994.
The UAM Trust is an open-end, management investment company registered under the
1940 Act. The UAM Trust has authorized capital consisting of an unlimited number
of shares of beneficial interest without par value of separate series of the UAM
Trust.

NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree to effect the conversion of the Crescent
Fund (the "Fund"), a series of the PMP Trust, into the FPA Crescent Portfolio
(the "Crescent Series"), a newly-created shell series of the UAM Trust as
follows:

1. Plan of Reorganization. At the Effective Time of the Reorganization (as
defined in Section 11), the PMP Trust shall transfer all of the assets of the
Fund, and assign all of the Fund's liabilities, to the UAM Trust, and the UAM
Trust shall acquire all such assets, and shall assume all such liabilities of
the Fund, in exchange for delivery to the Fund by the UAM Trust of a number of
units of beneficial interest of the Crescent Series (the "Crescent Series
Shares") (both full and fractional) equivalent to the number of shares of
beneficial interest of the Fund outstanding immediately prior to the Effective
Time of the Reorganization (the "Fund Shares") (the "Reorganization").

2. Assumption of Liabilities. All debts, liabilities, obligations and duties of
the Fund, to the extent that they exist at or after the Effective Time of the
Reorganization, shall after the Effective Time of the Reorganization be assumed
by the UAM Trust and may be enforced against the UAM Trust -- Crescent Series to
the same extent as if the same had been incurred by the UAM Trust -- Crescent
Series.

3. Transfer of Assets. The assets of the Fund to be acquired by the UAM Trust on
behalf of the Crescent Series and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable), any claims or rights of action or rights to
register shares under applicable securities laws, any books or records of the
Fund and other property owned by the Fund on the books of the Fund at the
Effective Time of the Reorganization.

<PAGE>

4. Liquidation of the Fund. At the Effective Time of the Reorganization, the
Fund will liquidate and the Crescent Series Shares (both full and fractional)
received by the Fund will be distributed to the shareholders of record as of the
Effective Time of the Reorganization of the Fund in exchange for their
respective Fund Shares. Each shareholder of the Fund will receive a number of
Crescent Series Shares equal to the number of Fund Shares held by that
shareholder. UAM Trust shall establish an open account on the share records of
the Crescent Series in the name of each shareholder of the Fund and representing
the respective number of Crescent Series Shares due such shareholder. At the
Effective Time of the Reorganization, the net asset value per share of the
Crescent Series shall be deemed to be the same as the net asset value per share
of the Fund. As soon as practicable after the Effective Time of the
Reorganization, the PMP Trust shall take, in accordance with Massachusetts law,
all steps as shall be necessary and proper to effect a complete termination of
the Fund.

5. Issued Share. Prior to the Effective Time of the Reorganization, a single
share of the UAM Trust/Crescent Series shall be issued to First Pacific
Advisors, Inc. ("First Pacific Advisors") which will then take certain
shareholder actions as authorized by shareholders of the Fund pursuant to
Section 10(e) hereof. Promptly thereafter and prior to the Effective Time of the
Reorganization, the Crescent Series Share held by First Pacific Advisors shall
be redeemed and canceled by the UAM Trust.

6. Representations, Warranties and Covenants of the UAM Trust. The UAM
Trust represents and warrants to the Fund and the PMP Trust as follows:

(a) Organization Existence. etc. The UAM Trust is a business trust duly
established and validly existing in conformity with 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. The UAM Trust 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 UAM Trust's Crescent Series
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization will be validly issued,
fully paid and nonassessable. Except for the share issued pursuant to Section 5
above, there shall be no issued and outstanding Crescent Series Shares or any
other securities issued by the Crescent Series prior to the Effective Time of
the Reorganization.

(d) Authority Relative to this Agreement. The UAM Trust has the power to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the UAM Trust's
Board of Trustees and no other proceedings by the UAM Trust are necessary to
authorize its officers to effectuate this Agreement and the transactions
contemplated hereby. The UAM Trust is not a party to or obligated under any

-2-

<PAGE>

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 the UAM Trust, whether or not
determined or determinable, other than liabilities incurred in the ordinary
course of business or otherwise previously disclosed to the Fund in writing.
There are no liabilities of the UAM Trust of any kind for which the holders of
the Fund Shares shall become responsible as the result of this Agreement or the
consummation of the transactions contemplated hereby or otherwise.

(f) Litigation. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the UAM Trust, threatened which would adversely affect
the UAM Trust or its assets or business or which would prevent or hinder
consummation of the transactions contemplated hereby or which upon such
consummation would adversely affect the Crescent Series.

(g) Contracts. Except for this Agreement and contracts and agreements
disclosed on Schedule 6(g) hereto, under which no default exists, the UAM Trust
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
specifically with respect to the Crescent Series.

(h) Taxes. As of the Effective Time of the Reorganization, all Federal and
other tax returns and reports of the UAM Trust required by law to have been
filed shall have been filed, and all 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 UAM Trust's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.

(i) Formation of New Crescent Series. Prior to the Effective Time of the
Reorganization, the UAM Trust will take all steps necessary to cause the
formation of a new series, to be called the FPA Crescent Portfolio (defined
herein as the Crescent Series). The Crescent Series will have substantially the
same investment objective and policies, and the same investment adviser as the
Fund.

(j) Proxy Statement. All information contained in the proxy statement to be
supplied to shareholders of the Fund in connection with the Reorganization that
relates to the UAM Trust, the Crescent Series, the Investment Advisory Agreement
between the UAM Trust and First Pacific Advisors, the agreements between the UAM
Trust and other service providers, the effects, tax and otherwise, of the
Reorganization on Fund shareholders and other matters known primarily to UAM
Trust (i) is true and correct in all material respects and (ii) does not contain
(and will not contain at the time the proxy statement is mailed to Fund
shareholders) any untrue statement of a material fact or omit to state a

-3-

<PAGE>

material fact required to be stated therein or necessary to make the
statements therein not misleading.

7. Representations. Warranties and Covenants of the PMP Trust. The PMP
Trust represents and warrants to the UAM Trust as follows:

(a) Organization, Existence, etc. The PMP Trust is a business trust
duly organized, validly existing and in good standing 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. The PMP Trust 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. The Fund is a separate series of the PMP Trust. All
registration statements and filings required to be filed with any state
securities commission has been filed and are effective.

(c) Financial Statements. The financial statements of the Fund for the
fiscal year ended March 31, 1996 (the "Fund Financial Statements") were
audited by independent public accountants whose report dated April 26,
1996 expressed an unqualified opinion thereon.

(d) Authority Relative to this Agreement. The PMP Trust on behalf of
the Fund has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been
duly authorized by the PMP Trust's Board of Trustees, and, except for
approval by the shareholders of the Fund, no other proceedings by the
PMP Trust or the Fund are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby.
Neither the PMP Trust nor the Fund is 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. Except as to matters known to First Pacific Advisors
but not known or disclosed to the PMP Trust, there are no material
liabilities of the Fund whether or not determined or determinable,
other than liabilities disclosed or provided for in the Fund Financial
Statements and liabilities incurred in the ordinary course of business
subsequent to March 31, 1996.

(f) Litigation. There are no claims, actions, suits or proceedings
pending or, to the knowledge of the PMP Trust, threatened which would
adversely affect the Fund or its assets or business or which would
prevent or hinder consummation of the transactions contemplated hereby
or which upon such consummation would adversely affect the Crescent
Series.

-4-

<PAGE>

(g) Contracts. Except for contracts and agreements disclosed on
Schedule 7(g) hereto, under which no default exists, the Fund is not a
party to or, as a series of PMP Trust or otherwise, subject to any
material contract, debt instrument, plan, lease, franchise, license or
permit of any kind or nature whatsoever.

(h) Taxes. As of the Effective Time of the Reorganization, all Federal
and other tax returns and reports of the Fund required by law to have
been filed shall have been filed, and all taxes of the Fund shall have
been paid so far as due, or provision shall have been made for the
payment thereof, and to the best of the PMP Trust's knowledge, no such
return is currently under audit and no assessment has been asserted
with respect to any of such returns.

8. Conditions Precedent to Obligations of the PMP Trust.

(a) All representations and warranties of the UAM Trust 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 of the
Reorganization, with the same force and effect as if made on and as of
the Effective Time of the Reorganization.

(b) An indemnification agreement satisfactory to the PMP Trust and its
Board of Trustees shall have been entered into by and between PMP Trust
and First Pacific Advisors.

9. Conditions Precedent to Obligations of the UAM Trust. All
representations and warranties of the PMP Trust 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 of the
Reorganization, with the same force and effect as if made on and as of
the Effective Time of the Reorganization.

10. Further Conditions Precedent to Obligations of the PMP Trust and the
UAM Trust. The obligations of the PMP Trust and the UAM Trust to
effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:

(a) Such authority from the Securities and Exchange Commission (the
"SEC") and state securities commissions as may be necessary to permit
the parties to carry out the transactions contemplated by this
Agreement shall have been received.

(b) A post-effective amendment to the Registration Statement of the UAM
Trust and all other necessary state registration statements with
respect to the Crescent Series shall have been filed with the SEC and
all necessary state securities commissions and shall have become
effective, and no stop-order suspending the effectiveness the
Registration Statement or amendment thereto shall have been issued, and
no proceeding for that purpose shall have been

-5-

<PAGE>

initiated or threatened by the SEC or any state securities commission (and
not withdrawn or terminated).

(c) The shares of the UAM Trust of the Crescent Series shall have been
duly qualified for offering to the public in all states or
jurisdictions of the United States where required to permit the
transfer contemplated by this Agreement to be consummated.

(d) The UAM Trust and the PMP Trust shall have been advised by
Stradley, Ronon, Stevens & Young on or before the Effective Time of the
Reorganization substantially to the effect that for federal income tax
purposes:

(1) No gain or loss will be recognized to the Fund upon the
transfer of its assets to the UAM Trust in exchange solely for
the Crescent Series Shares and the assumption by the UAM Trust
on behalf of the Crescent Series of the Fund's liabilities;

(2) No gain or loss will be recognized to the Crescent Series
on the UAM Trust's receipt of the Fund's assets in exchange
for the Crescent Series Shares and the assumption by the
Crescent Series of the Fund's liabilities;

(3) The basis of the Fund's assets in the Crescent Series
hands will be the same as the basis of those assets in the
Fund's hands immediately before the Reorganization;

(4) The Crescent Series' holding period for the assets
transferred to the UAM Trust by the Fund will include the
holding period of those assets in the Fund's hands immediately
before the Reorganization;

(5) No gain or loss will be recognized to the Fund on the
distribution of the Crescent Series Shares to the Fund
shareholders in exchange for their Fund Shares;

(6) No gain or loss will be recognized to a Fund shareholder
as a result of the Fund's distribution of Crescent Series
Shares to that Fund shareholder in exchange for the Fund
shareholder's Fund Shares;

(7) The basis of the Crescent Series Shares received by a Fund
shareholder will be the same as the adjusted basis of that
Fund shareholder's Fund Shares surrendered in exchange
therefor; and

(8) The holding period of the Crescent Series Shares received
by a Fund shareholder will include the Fund shareholder's
holding period for the Fund shareholder 's Fund Shares
surrendered in exchange therefor, provided that said Fund
Shares were held as capital assets on the date of the
Reorganization.

-6-

<PAGE>

(e) This Agreement and the Reorganization contemplated hereby shall
have been approved by the affirmative vote of holders of at least a
majority of the outstanding shares of the Fund entitled to vote at an
annual or special meeting and the Fund shall have voted as the sole
shareholder of the Crescent Series, to approve an Investment Management
Agreement relating to the Crescent Series (the "Advisory Agreement")
between the UAM Trust and First Pacific Advisors.

(f) The Board of Trustees of the PMP Trust shall have made the
determinations required by Rule 17a-8 under the 1940 Act and taken such
other actions as may be necessary to consummate the transactions
described herein.

(g) The Board of Trustees of the UAM Trust shall have taken the
following actions at a meeting duly called for such purposes:

(1) approval of the Advisory Agreement with respect to
the Crescent Series;

(2) approval of the Underwriting/Distribution Agreement
between the UAM Trust and UAM Fund Distributors, Inc., a
wholly-owned subsidiary of United Asset Management Corporation
("UAM"), with respect to the Crescent Series;

(3) approval of a Fund Administration Agreement between the
UAM Trust and UAM Fund Services, Inc., a wholly owned
subsidiary of UAM, with respect to the Crescent Series;

(4) approval of the Custodian Agreement between the UAM
Trust and The Chase Manhattan Bank with respect to the
Crescent Series;

(5) authorization of the issuance by the UAM Trust, prior to
the Effective Time of the Reorganization, of one share of the
Crescent Series to the Fund in consideration for the current
net asset value of such share for the purpose of enabling the
Fund to vote on the matters referred to in Paragraph (e) of
this Section 10;

(6) submission of the matters referred to in Paragraph (e) of this Section
10 to the Fund as the sole shareholder of the Crescent Series; and

(7) authorization of the issuance by the UAM Trust of Crescent
Series Shares at the Effective Time of the Reorganization in
exchange for the assets of the Fund pursuant to the terms and
provisions of this Agreement.

(h) A dividend shall have been declared for the shareholders of the
Fund in an amount sufficient to enable the Fund to qualify as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended, for the Fund's current tax year.

-7-

<PAGE>

At any time prior to the Effective Time of the Reorganization, any of
the foregoing conditions may be waived by the Boards of Trustees of the PMP
Trust and the UAM Trust.

11. Effective Time of the Reorganization. The exchange of the Fund's assets for
Crescent Series Shares of the UAM Trust shall be effective as of the close of
business on September 10, 1996 or at such other time and date as fixed by the
mutual consent of the parties (the "Effective Time of the Reorganization").

12. Termination This Agreement and the transactions contemplated hereby, whether
or not they have been approved by the shareholders of the Fund, may be
terminated and abandoned by resolution of the Board of Trustees of the PMP Trust
or the Board of Trustees of the UAM Trust, at any time prior to the Effective
Time of the Reorganization, if circumstances should develop that, in the opinion
of such Board, make proceeding with the Agreement inadvisable.

13. 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, that following the Shareholders' Meeting called on behalf of the Fund
pursuant to Section 10(e) hereof, no such amendment may have the effect of
changing the provisions for determining the number of Crescent Series Shares to
be paid to the Fund shareholders under this Agreement to the detriment of the
Fund shareholders without their further approval.

14. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.

15. Headings, Counterparts, Assignments.

(a) The article and paragraph headings contained in this
Agreement are for reference purposes only and shall not effect
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 parties hereto and their respective successors and
assigns, but no assign 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.

16. Entire Agreement. This Agreement constitutes the entire agreement the
parties as to the subject matter hereof. The representations, warranties and
covenants contained

-8-

<PAGE>

herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder until
December 31, 1996.

17. Further Assurances. The UAM Trust and the PMP Trust shall take such
further action as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.

18. Binding Nature of Agreement. As provided in the PMP Trust's Declaration of
Trust on file with the Secretary of the Commonwealth of Massachusetts, this
Agreement was executed by the undersigned officer of the PMP Trust, on behalf of
the PMP Trust, as officer and not individually and the obligations of this
Agreement are not binding upon the undersigned officer individually, but are
binding only upon the assets and property of the PMP Trust.

19. Covenants of the PMP Trust. The PMP Trust shall deliver to the UAM Trust
prior to noon on the first business day after the Effective Time of the
Reorganization a statement of the Fund's assets and liabilities as of ________,
1996 as reflected on the books of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

PROFESSIONALLY MANAGED PORTFOLIOS
on behalf of the CRESCENT FUND

By: ___________________________
Title:__________________________

UAM FUNDS TRUST on behalf of
the FPA CRESCENT PORTFOLIO

By: ___________________________
Title:__________________________

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<PAGE>

Schedule 6(g)

Investment Advisory Agreement between UAM Funds Trust on behalf of the FPA
Crescent Portfolio and First Pacific Advisors, Inc. (a wholly owned subsidiary
of UAM) (effective ________, 1996).

Custody Agreement between UAM Funds Trust on behalf of the FPA Crescent Portflio
and The Chase Manhattan Bank (effective July 17, 1996).

Fund Administration Agreement between UAM Funds Trust on behalf of the FPA
Crescent Portfolio and UAM Fund Services, Inc. (a wholly owned subsidiary of
UAM) (dated April 15, 1996).

Mutual Fund Service Agreement between UAM Funds Trust on behalf of the FPA
Crescent Portfolio and UAM Funds Services, Inc. and Chase Global Funds Services
Company (an affiliate of The Chase Manhattan Bank) (dated April 15, 1996).

Distribution Agreement between UAM Funds Trust on behalf of the FPA Crescent
Portfolio and UAM Fund Distributors, Inc. (a wholly owned subsidiary of UAM)
(effective ________, 1996).

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<PAGE>

Schedule 7(g)

Investment Advisory Contract between the PMP Trust on behalf of the Fund and
First Pacific Advisors dated ____________.

Custody Agreement between the PMP Trust on behalf of the Fund and The Star Bank,
dated ____________.

Administration Agreement between the PMP Trust on behalf of the Fund and
Investment Company Administration Corp. dated _________________.

Distribution Agreement between the PMP Trust on behalf of the Fund and
First Fund Distributors, Inc. dated __________________.

Transfer Agency Agreement between the PMP Trust on behalf of the Fund and
_______________ dated ___________________.

-11-

<PAGE>

EXHIBIT B

Preliminary Prospectus for the Series

<PAGE>
DRAFT: July 19, 1996

UAM FUNDS
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798
1-800-638-7983

FPA CRESCENT PORTFOLIO
Institutional Class Shares
Investment Adviser: First Pacific Advisors, Inc.

Prospectus - October 1, 1996

FPA Crescent Portfolio is one of a series of investment
portfolios available through UAM Funds Trust (the "Fund"), an
open-end investment company known as a "mutual fund." Each of the
Portfolios that make up the Fund have different investment
objectives and policies. In addition, several of the Fund's
Portfolios offer two separate classes of shares: Institutional
Class Shares and Institutional Service Class Shares ("Service
Class Shares"). FPA Crescent Portfolio currently offers two
classes of shares. The securities offered in this Prospectus are
Institutional Class Shares of one diversified, no-load Portfolio
of the Fund managed by First Pacific Advisors, Inc.

The FPA Crescent Portfolio's investment objective is to
provide, through a combination of income and capital
appreciation, a total return consistent with reasonable risk. The
Portfolio seeks to achieve its objective by investing primarily
in equity securities (common and preferred stocks) and fixed
income obligations. There can be no assurance that the Portfolio
will achieve its objective.

Please keep this Prospectus for future reference, since it
contains information that you should understand before you
invest. You may also wish to review the FPA Crescent Portfolio's
"Statement of Additional Information" dated October 1, 1996 which
was filed with the Securities and Exchange Commission and has
been incorporated by reference into this Prospectus. (It is
legally considered to be a part of this Prospectus). Please call
or write the Fund at the above address to obtain a free copy of
this Statement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

TABLE OF CONTENTS

Page
Fees and Expenses 3
Summary: About the Portfolio 5
Risk Factors 6
Performance Calculations 7
Details on Investment Policies 9
Buying, Selling and Exchanging Shares 14
How Share Prices are Determined 20
Dividends, Capital Gains Distributions and Taxes 21
Fund Management and Administration 22
General Fund Information 24
UAM Funds - Institutional Class Shares 26

FEES AND EXPENSES

Investors will be charged various fees and expenses incurred
in operating the FPA Crescent Portfolio (the "Portfolio")
including:

Shareholder Transaction Expenses: These are the costs
entailed in buying, selling or exchanging shares of the
Portfolio. The Portfolio does not charge investors for
shareholder transaction expenses. However, transaction fees may
be charged if you are a customer of a broker-dealer or other
financial intermediary who has established a shareholder
servicing relationship with the Fund on behalf of their
customers. Please see "Service and Distribution Plans" for
further information.

Sales Load Imposed on Purchases: NONE
Sales Load Imposed on Reinvested Dividends: NONE
Deferred Sales Load: NONE
Redemption Fees: NONE
Exchange Fees: NONE

Annual Fund Operating Expenses: These expenses, which cover
the cost of administration, marketing and shareholder
communication, and are usually quoted as a percentage of net
assets, are factored into the Portfolio's share price and not
billed directly to shareholders. They include:

Investment Advisory Fees: 1.00%
Administrative Fees: 0.19%
12b-1 Fees: (Including Shareholder Servicing Fees) NONE
Other Expenses: 0.19%

Total Operating Expenses 1.38%
___________

The purpose of the above table is to assist the investor in
understanding the various expenses that an investor in the FPA
Crescent Portfolio's Institutional Class Shares will bear
directly or indirectly. The fees and expenses set forth above are
estimates based upon the Portfolio's operations during the fiscal
year ended March 31, 1996 except that such information has been
restated to reflect estimated current administrative fees and
operating expenses for assets of approximately $22 million and
the offering of a second class of shares to be known as the
Institutional Service Class Shares.

Investors can get a better idea of how the Portfolio's
operating expenses will affect their own investments by examining
the following chart. The chart shows how much a hypothetical
investor would pay in expenses, assuming that he or she made an
initial investment of $1,000, earned a 5% annual rate of return
and redeemed his or her investment at the end of the time period
indicated.

1 3 5 10
Year Years Years Years
Expenses: $14 $44 $76 $166

This example should not be considered a representation of
past or future expenses or performance. Actual expenses may be
greater or lesser than those shown above.

The information set forth in the above table and example
relates only to Institutional Class Shares of the Portfolio,
which shares are subject to different total fees and expenses
than Service Class Shares. Service Agents may charge fees to
their customers who are beneficial owners of Institutional
Class Shares in connection with their customer accounts. (See
"Other Purchase Information.")
FINANCIAL HIGHLIGHTS*
For a capital share outstanding throughout the period.

The following information has been audited by Tait, Weller &
Baker, independent accountants, whose unqualified report covering
the periods indicated below is incorporated by reference herein
and appears in the annual report to shareholders. This
information should be read in conjunction with the financial
statements and accompanying notes which appear in the Annual
Report to shareholders. Further information about the Portfolio's
performance is contained in its annual report, which may be
obtained without charge by writing or calling the address or
telephone number on the Prospectus cover page.
<TABLE>
<CAPTION>
Year Ended Year Ended June 2, 1993**
March 31, March 31, through
1996 1995 March 31, 1994
<C> <C> <C>

Net asset value, beginning of period.......................... $11.23 $10.96 $10.00
Income from investment operations:
Net investment income................................ .40 .21 .13
Net realized and unrealized gain on investments...... 2.29 .77 .99
Total from investment operations.............................. 2.69 .98 1.12
Less distributions:
Dividends from net investment income................. (.37) (.18) (.10)
Distributions from net capital gains................. (.88) (.53) (.06)
Total distributions........................................... (1.25) (.71) (.16)
Net asset value, end of period................................ $12.67 $11.23 $10.96
Total return.................................................. 24.71% 9.35% 13.73%***
Ratios/supplemental data:
Net assets, end of period (millions).......................... $22.0 $16.0 $10.2
Ratio of expenses to average net assets:
Before expense reimbursement......................... 1.59% 1.65% 1.86%***
After expense reimbursement.......................... 1.59% 1.65% 1.85%***
Ratio of net investment income to average net assets:
Before expense reimbursement......................... 3.35% 2.16% 1.60%***
After expense reimbursement.......................... 3.35% 2.16% 1.61%***
Portfolio turnover rate....................................... 99.98% 101.41% 88.88%

</TABLE>

*From commencement of operations through , 1996 the
Portfolio operated as a series of the Professionally Managed
Portfolios. Effective , 1996, the Portfolio became a
portfolio of the UAM Funds Trust and assumed its current name
(it was formerly called the UAM/FPA Crescent Fund).

** Commencement of operations.

*** Annualized.
SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE

WHO MANAGES THE PORTFOLIO?

First Pacific Advisors, Inc. (the "Adviser") acts as the
Portfolio's Adviser and has its origins dating back to 1954. It
currently has over $4.0 billion in assets under management. The
Adviser is an indirect wholly-owned subsidiary of United Asset
Management Corporation. (See "Fund Management and
Administration.")

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who wish to
diversify their assets in a balanced portfolio of stocks and
fixed-income securities. Like any investment involving stocks and
longer-term bonds, this Portfolio should be considered primarily
for long-term investment by investors who are willing to tolerate
short-term swings in the value of their assets in seeking for
long-term returns.

HOW TO INVEST

The Fund offers Institutional Class Shares of the Portfolio
to investors at net asset value without a sales commission or 12b-
1 fee. Investors should complete the Account Registration Form
accompanying this Prospectus and send it with a check or wire
money to the Fund. The minimum initial investment is $2,500 with
certain exceptions as may be determined from time to time by the
Officers of the Fund. The minimum for subsequent investments is
$100. (See "Buying, Selling and Exchanging Shares.")

DIVIDENDS AND DISTRIBUTIONS

The Portfolio will normally distribute substantially all of
its net investment income in the form of dividends in June and
December. Any realized net capital gains will also be distributed
annually or more often if necessary. Distributions will be
reinvested in the Portfolio's shares automatically unless an
investor elects to receive cash distributions. (See "Dividends,
Capital Gains Distributions and Taxes.")

HOW TO REDEEM

Shares of the Portfolio may be redeemed on any business day
when the New York Stock Exchange ("NYSE") is open, without cost,
at the net asset value of the Portfolio next determined after
receipt of the redemption request in proper order. The
Portfolio's share price will fluctuate with market and economic
conditions. Therefore, your investment may be worth more or less
when redeemed than when purchased. (See "Buying, Selling and
Exchanging Shares.")

ADMINISTRATIVE SERVICES

UAM Fund Services, Inc. (the "Administrator"), a
wholly-owned subsidiary of United Asset Management Corporation
("UAM"), is responsible for performing and overseeing
administration, dividend disbursing and transfer agency services
provided to the Fund and its Portfolios by third-party service
providers. (See "Administrative Services".)

RISK FACTORS

Prospective investors should understand that the
Portfolio's performance will be affected by a variety of factors
since it invests in both stocks and fixed-income securities. The
value of the Portfolio's investments will vary from day to day,
generally reflecting global market, economic and political
developments; conditions in global and national markets; changes
in currency exchange rates; factors affecting individual stocks
in the Portfolio; and shifts in interest rates.

The Portfolio may invest significantly in lower rated
fixed-income securities, which typically offer higher coupon
interest rates than investment grade securities, but also involve
greater risks of default and market volatility. Such securities
are sometimes referred to as "junk bonds" and are considered
speculative by rating agencies.

The Portfolio may engage in short sales of securities,
which involve the risk of loss if the securities increase in
price between when the Portfolio sells them short and repurchases
them.

The Portfolio may invest in repurchase agreements which
entail a risk of loss should the seller default on its
transaction.

The Portfolio may lend its investment securities which
entails a risk of loss should a borrower fail financially.

The Portfolio may purchase securities on a when-issued
basis which do not earn interest until issued and may decline or
appreciate in market value prior to their delivery to the
Portfolio.

The Portfolio may engage in various hedging, currency
and related strategies to seek to hedge its investments against
movements in security prices, interest rates, and exchange rates
by the use of derivatives, including forward contracts, options
and futures as well as options on futures. These strategies
involve the risk of imperfect correlation in movements in the
price of options and futures and movements in the price of
securities, interest rates or currencies which are the subject of
the hedge. These transactions are also subject to the risk
factors associated with foreign investments generally. There can
be no assurance that a liquid secondary market for these hedging
techniques will exist at any specific time.

The Portfolio may enter into interest rate hedging
strategies commonly referred to as derivatives which, if employed
incorrectly, may adversely affect the Portfolio.

Further information about each of the above risk factors and
others is contained in the "Objective and Investment Approach of
the Portfolio" section of this Prospectus.

PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating total
return. Total return includes all interest and dividend payments
plus the net change in value of all securities in the Portfolio
over a specific period of time. To find out the average annual
return, we simply divide this aggregate number by the number of
years in the period in question. In calculating total return, we
always assume that all interest and dividend payments have been
reinvested in the Portfolio.

The Portfolio's performance may be compared to data prepared
by independent services which monitor the performance of
investment companies, data reported in financial and industry
publications, and various indices, all as further described in
the Portfolio's Statement of Additional Information.

Performance will be calculated separately for Institutional
Class and Service Class Shares. Dividends paid by the Portfolio
with respect to Institutional Class and Service Class Shares, to
the extent any dividends are paid, will be calculated in the same
manner at the same time on the same day and will be in the same
amount, except that service fees, distribution charges and any
incremental transfer agency costs relating to Service
Class Shares will be borne exclusively by that class.

The Portfolio's Annual Report to Shareholders, for its most
recent fiscal year end contains additional performance
information that includes comparisons with appropriate indices.
The Annual Report is available without charge upon request to the
Fund. Write to "UAM Funds Trust" at the address on the front
cover of this Prospectus or call 1-800-638-7983 to obtain your
free copy of the Portfolio's Annual Report to Shareholders.

OBJECTIVE AND INVESTMENT APPROACH OF THE PORTFOLIO

The investment objective of the Portfolio is to provide,
through a combination of income and capital appreciation, a total
return consistent with reasonable investment risk. The Portfolio
seeks to achieve its objective by investing in a combination of
equity securities and fixed income obligations. There is, of
course, no assurance that the Portfolio's objective will be
achieved. Because prices of common stocks and fixed-income
securities fluctuate, the value of an investment in the Portfolio
will vary, as the market value of its investment portfolio
changes.

INVESTMENT APPROACH-EQUITY SECURITIES

The Adviser selects equity securities for the Portfolio
which it believes offer superior investment value. The Adviser
looks for securities of quality companies with characteristics
such as:

Projected corporate earnings growth rate exceeding that of
the stock market average
High return on capital
Solid balance sheet
Meaningful cash flow
High relative profit margin
Increasing dividend
Active share repurchase program
Superior management, seeking to maximize shareholder value

In the Adviser's view, the stock market prices securities
efficiently in the long term, rewarding companies who
successfully grow their earnings and penalizing those who do not.
The Adviser's investment philosophy is based on the conviction
that the market valuation of securities is often inefficient in
the short term. When reacting to current economic or company
information, investors frequently make purchase or sale decisions
hastily. These decisions could cause a particular security,
industry group or the entire market to become underpriced or
overpriced in the short term thereby creating an excellent
opportunity to either buy or sell.

Fundamental analysis is the foundation of the Adviser's
investment approach. The Adviser makes use of computer screens,
company reports, research and personal contacts to determine the
prospects for a particular industry or company. Specific
considerations affecting an industry or company are reviewed, as
well as macroeconomic factors affecting financial markets.

In addition to common stocks, equity securities purchased
for the Portfolio may include preferred stocks, convertible
preferred stocks and warrants.

INVESTMENT APPROACH-FIXED INCOME OBLIGATIONS

Through fixed-income investments, the Adviser seeks a
reliable and recurring stream of income for the Portfolio, while
preserving its capital. The Adviser attempts to identify the
current interest rate and invests funds accordingly. Usually, a
defensive strategy is employed, with investments made at
different points along the yield curve in an attempt to keep the
average maturity of fixed-income investments less than or equal
to ten years.

The Adviser's approach is to invest in U.S. Treasury
obligations, U.S. Government Agency and mortgage-backed
securities, corporate and convertible bonds. The Adviser
considers yield spread relationships and their underlying factors
such as credit quality, investor perception and liquidity on a
continuous basis to determine which sector offers the best
investment value.

The Portfolio may purchase investment grade corporate debt
securities. Securities rated BBB by Standard & Poor's Corporation
("S&P") or Moody's Investors Service ("Moody's") are investment
grade, but Moody's considers securities rated Baa to have
speculative characteristics. Changes in economic conditions or
other circumstances are more likely to lead to a weakened
capacity for such securities to make principal and interest
payments than is the case for higher-rated debt securities.

ADDITIONAL INVESTMENT POLICIES

Lower Rated Securities. The Portfolio may invest in debt
securities that are rated below investment grade, but will limit
that investment to no more than 30% of its total assets. Such
securities, sometimes referred to as "junk bonds," typically
carry higher coupon rates than investment grade securities but
also involve higher risks and are described as speculative by
both Moody's and S&P. They may be subject to greater market price
fluctuations, less liquidity, and greater risk of income or
principal, including a greater possibility of default or
bankruptcy of the issuer of such securities, than are more highly
rated debt securities. Lower rated fixed income securities also
are likely to be more sensitive to adverse economic or company
developments and more subject to price fluctuations in response
to changes in interest rates. The market for lower-rated debt
issues generally is thinner and less active than that for higher
quality securities, which may limit the Portfolio's ability to
sell such securities at fair value in response to changes in the
economy or financial markets.

The Adviser seeks to reduce the risk associated with
investing in such securities by limiting the Portfolio's holdings
in such securities and by the depth of its own credit analysis.
In selecting below investment grade securities, the Adviser seeks
securities in companies with improving cash flows and balance
sheet prospects, whose credit ratings the Adviser views as likely
to be upgraded. The Adviser believes that such securities can
produce returns similar to equities, but with less risk. See the
Statement of Additional Information.

Repurchase Agreements. The Portfolio may enter into
repurchase agreements in order to earn additional income on
available cash, or as a defensive investment in periods when the
Fund is primarily in short-term maturities. A repurchase
agreement is a short-term investment in which the purchaser
(i.e., the Portfolio) acquires ownership of a U.S. Government
security (which may be of any maturity) and the seller agrees to
repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding
period (usually not more than seven days from the date of
purchase). Any repurchase transaction in which the Portfolio
engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In
the event of a bankruptcy or other default of the seller, the
Portfolio could experience both delays in liquidating the
underlying security and losses in value. However, the Portfolio
intends to enter into repurchase agreements only with banks with
assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation and the most creditworthy
registered securities dealers pursuant to procedures adopted and
regularly reviewed by the Fund's Board of Trustees. The Adviser
monitors the creditworthiness of the banks and securities dealers
with whom the Portfolio engages in repurchase transactions.

Illiquid and Restricted Securities. The Portfolio may not
invest more than 15% of its net assets in illiquid securities,
including (i) securities for which there is no readily available
market; (ii) securities the disposition of which would be subject
to legal restrictions (so-called "restricted securities"); and
(iii) repurchase agreements having more than seven days to
maturity. A considerable period of time may elapse between the
Portfolio's decision to dispose of such securities and the time
when the Portfolio is able to dispose of them, during which time
the value of the securities could decline. Restricted securities
do not include those which meet the requirements of Securities
Act Rule 144A and which the Trustees have determined to be liquid
based on the applicable trading markets.

Foreign Securities. The Portfolio may invest up to 20% of
its total assets in securities of foreign issuers. The Adviser
usually buys securities of larger foreign companies that have
well recognized franchises and are selling at a discount to the
securities of similar domestic businesses.

There may be less publicly available information about these
issuers than is available about companies in the U.S. and foreign
auditing requirements may be not comparable to those in the U.S.
In addition, the value of the foreign securities may be adversely
affected by movements in the exchange rates between foreign
currencies and the U.S. dollar, as well as other political and
economic developments, including the possibility of
expropriation, confiscatory taxation, exchange controls or other
foreign governmental restrictions. The Portfolio may also invest
without limit in securities of foreign issuers which are listed
on a domestic national securities exchange.

Short Sales. The Portfolio may engage in short sales of
securities. In a short sale, the Portfolio sells stock which it
does not own, making delivery with securities "borrowed" from a
broker. The Portfolio is then obligated to replace the security
borrowed by purchasing it at the market price at the time of
replacement. This price may or may not be less than the price at
which the security was sold by the Portfolio. Until the security
is replaced, the Portfolio is required to pay to the lender any
dividends or interest which accrue during the period of the loan.
In order to borrow the security, the Portfolio may also have to
pay a premium which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker, to
the extent necessary to meet margin requirements, until the short
position is closed out.

The Portfolio also must deposit in a segregated account an
amount of cash or U.S. Government Securities equal to the
difference between (a) the market value of the securities short
at the time they were sold short and (b) the value of the
collateral deposited with the broker in connection with the short
sale (not including the proceeds from the short sale). While the
short position is open, the Portfolio must maintain daily the
segregated account at such a level that (1) the amount deposited
in it plus the amount deposited with the broker as collateral
equals the current market value of the securities sold short and
(2) the amount deposited in it plus the amount deposited with the
broker as collateral is not less than the market value of the
securities at the time they were sold short.

The Portfolio will incur a loss as a result of the short
sale if the price of the security increases between the date of
the short sale and date on which the Portfolio replaces the
borrowed security. The Portfolio will realize a gain if the
security declines in price between those dates. The amount of any
gain will be decreased and the amount of any loss will be
increased by any interest the Portfolio may be required to pay in
connection with the short sale. The dollar amount of short sales
at any one time (not including short sales against the box) may
not exceed 25% of the net assets of the Portfolio.

A short sale is "against-the-box" if at all times when the
short position is open the Portfolio owns an equal amount of the
securities or securities convertible into, or exchangeable
without further consideration for, securities of the same issue
as the securities sold short. Such a transaction serves to defer
a gain or loss for Federal income tax purposes.

Options and Futures. The Portfolio may purchase and write
call and put options on securities, securities indexes and on
foreign currencies, and enter into futures contracts and use
options on futures contracts. The Portfolio may use these
techniques to hedge against changes in interest rates, foreign
currency exchange rates or securities prices or as part of its
overall investment strategies. The Portfolio is subject to
regulatory limitations on the use of such techniques and is
required to maintain segregated accounts consisting of cash, U.S.
Government securities, or other high grade debt obligations (or,
as permitted by applicable regulation, enter into certain
offsetting positions) to cover its obligations under options and
futures contracts to avoid leveraging of the Portfolio.

The Portfolio may buy or sell interest rate futures
contracts, options on interest rate futures contracts and options
on debt securities for the purpose of hedging against changes in
the value of securities which the Fund owns or anticipates
purchasing due to anticipated changes in interest rates. The
Portfolio also may engage in currency exchange transactions by
means of buying or selling foreign currency on a spot basis,
entering into foreign currency forward contracts, and buying and
selling foreign currency options, futures and options on futures.
Foreign currency exchange transactions may be entered into for
the purpose of hedging against foreign currency exchange risk
arising from the Portfolio's investment or anticipated investment
in securities denominated in foreign currencies.

See the Statement of Additional Information for further
information regarding characteristics of and risks involved in
the use of these instruments.

U.S. Government Securities. The Portfolio may invest in
U.S. Government securities. U.S. Government securities include
direct obligations issued by the U.S. Treasury, such as Treasury
bills, certificates of indebtedness, notes and bonds. U.S.
Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal National
Mortgage Association, Government National Mortgage Association,
Federal Home Loan Banks, Federal Financing Bank, and Student Loan
Marketing Association.

All Treasury securities are backed by the full faith and
credit of the United States. Obligations of U.S. Government
agencies and instrumentalities may or may not be supported by the
full faith and credit of the United States. Some, such as the
Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as
securities issued by the Federal National Mortgage Association,
are supported only by the credit of the instrumentality and not
by the Treasury. If the securities are not backed by the full
faith and credit of the United States, the owner of the
securities must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or
instrumentality does not meet its commitment.

Mortgage-Related Securities. Mortgage pass-through
securities are securities representing interests in pools of
mortgages in which payments of both interest and principal on the
securities are generally made monthly, in effect "passing
through" monthly payments made by the individual borrowers on the
residential mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities). Early
repayment of principal on mortgage pass-through securities
(arising from prepayments of principal due to the sale of
underlying property, refinancing, or foreclosure, net of fees and
costs which may be incurred) may expose a Portfolio to a lower
rate of return upon reinvestment of principal. Also, if a
security subject to repayment has been purchased at a premium, in
the event of prepayment the value of the premium would be lost.

As noted above, payment of principal and interest on some
mortgage related securities (but not the market value of the
securities themselves) may be guaranteed by the full faith and
credit of the U.S. Government (in the case of securities
guaranteed by GNMA), by agencies or instrumentalities of the U.S.
Government (in the case of securities guaranteed by FNMA or the
Federal Home Loan Mortgage Corporation ("FHLMC"), which are
supported only by the discretionary authority of the U.S.
Government to purchase the agency's obligations). Mortgage pass-
through securities created by non-governmental issuers (such as
commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard
insurance, and letters of credit, which may be issued by
governmental entities, private insurers or the mortgage poolers.

Collateralized mortgage obligations ("CMO's") are hybrid
instruments with characteristics of both mortgage-backed bonds
and mortgage pass-through securities. Similar to a bond, interest
and prepaid principal on a CMO are paid, in most cases, semi-
annually. CMO's may be collaterialized by whole mortgage loans
but are more typically collaterialized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC, or FNMA. CMO's
are structured into multiple classes, with each class bearing a
different stated maturity. Monthly payments of principal,
including prepayments, are first returned to investors holding
the shortest maturity class. Investors holding the longer
maturity classes receive principal only after the first class has
been retired. Other mortgage related securities include those
that directly or indirectly represent a participation in or are
secured by and payable from mortgage loans on real property, such
as CMO residuals or stripped mortgage-backed securities, and may
be structured in classes with rights to receive varying
proportions of principal and interest.

Portfolio Turnover. The annual rate of portfolio turnover
is not expected to exceed 100%. In general, the Adviser will not
consider the rate of portfolio turnover to be a normally limiting
factor in determining when or whether to purchase or sell
securities in order to achieve the Portfolio's objective.

The Portfolio has adopted certain investment restrictions,
which are described fully in the Statement of Additional
Information. Like the Portfolio's investment objective, several
of these restrictions are fundamental and may be changed only by
a majority vote of the Portfolio's outstanding shares.

OTHER INVESTMENT POLICIES

Short-Term Investments. In order to earn a return on
uninvested assets, meet anticipated redemptions, or for temporary
defensive purposes, the Portfolio may invest a portion of its
assets in domestic and foreign money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S.
Government obligations, U.S. Government agency securities,
short-term corporate debt securities, and commercial paper rated
A-1 or A-2 by Standard & Poor's Corporation or Prime-1 or Prime-2
by Moody's Investors Service, Inc. or if unrated, determined by
the Adviser to be of comparable quality.

The Fund has applied to the Securities and Exchange
Commission (the "Commission") for and received permission to
deposit the daily uninvested cash balances of the Fund's
Portfolios, as well as cash for investment purposes, into one or
more joint accounts and to invest the daily balance of the joint
accounts in the following short-term investments: fully
collateralized repurchase agreements, interest-bearing or
discounted commercial paper including dollar-denominated
commercial paper of foreign issuers, and any other short-term
money market instruments including variable rate demand notes and
other tax-exempt money instruments. By entering into these
investments on a joint basis, it is expected that a Portfolio may
earn a higher rate of return on investments relative to what it
could earn individually. While the Fund expects to receive
permission from the Commission, there can be no assurance that
the requested relief will be granted.

When-Issued, Forward Delivery and Delayed Settlement
Securities. Occasionally the Portfolio will invest in securities
whose terms and characteristics are already known but which have
not yet been issued. These are called "when-issued" or "forward
delivery" securities. Usually these securities are purchased
within a month of their issue date. "Delayed settlements" occur
when the Portfolio agrees to buy or sell securities at some time
in the future, making no payment until the transaction is
actually completed.

The Portfolio will maintain a separate account of cash, U.S.
Government securities or other high-grade debt obligations at
least equal to the value of the purchase commitments until
payment is made. Typically, no income accrues on securities
purchased on a delayed delivery basis prior to the time delivery
of the securities is made although the Portfolio may earn income
on securities it has deposited in a segregated account.

The Portfolio engages in these types of purchases in order
to buy securities that fit with its investment objectives at
attractive prices - not to increase its investment leverage.

Securities purchased on a when-issued basis may decline or
appreciate in market value prior to their actual delivery to the
Portfolio.

Lending of Portfolio Securities. The Portfolio may lend its
investment securities to qualified institutional investors who
need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to
deliver securities or completing arbitrage operations. The
Portfolio will not loan portfolio securities to the extent that
greater than one-third of its assets at fair market value, would
be committed to loans. By lending its investment securities, the
Portfolio attempts to increase its income through the receipt of
interest on the loan. Any gain or loss in the market price of the
securities loaned that might occur during the term of the loan
would be for the account of the Portfolio. The Portfolio may lend
its investment securities to qualified brokers, dealers, domestic
and foreign banks or other financial institutions, so long as the
terms, the structure and the aggregate amount of such loans are
not inconsistent with the Investment Company Act of 1940 (the
"1940 Act") or the Rules and Regulations or interpretations of
the Securities and Exchange Commission (the "Commission")
thereunder, which currently require that (a) the borrower pledge
and maintain with the Portfolio collateral consisting of cash, an
irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the U.S. Government having a
value at all times not less than 100% of the value of the
securities loaned, (b) the borrower add to such collateral
whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be
made subject to termination by the Portfolio at any time, and
(d) the Portfolio receives reasonable interest on the loan (which
may include the Portfolio investing any cash collateral in
interest bearing short-term investments). As with other
extensions of credit there are risks of delay in recovery or even
loss of rights in the securities loaned if the borrower of the
securities fails financially. These risks are similar to the ones
involved with repurchase agreements as discussed above. All
relevant facts and circumstances, including the creditworthiness
of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities,
subject to review by the Fund's Board of Trustees.

At the present time, the Staff of the Commission does not
object if an investment company pays reasonable negotiated fees
in connection with loaned securities so long as such fees are set
forth in a written contract and approved by the investment
company's Board of Trustees. The Portfolio will continue to
retain any voting rights with respect to the loaned securities.
If a material event occurs affecting an investment on a loan, the
loan must be called and the securities voted.

Investment Companies. As permitted by the 1940 Act, the
Portfolio reserves the right to invest up to 10% of its total
assets, calculated at the time of investment, in the securities
of other open-end or closed-end investment companies. No more
than 5% of the investing Portfolio's total assets may be invested
in the securities of any one investment company nor may it
acquire more than 3% of the voting securities of any other
investment company. The Portfolio will indirectly bear its
proportionate share of any management fees paid by an investment
company in which it invests in addition to the advisory fee paid
by the Portfolio.

The Fund has received an Order from the Commission, which
permits each of its Portfolios to invest the greater of 5% of its
total assets or $2.5 million in the UAM Fund's DSI Money Market
Portfolio for cash management purposes provided that the
investment is consistent with the Portfolio's investment policies
and restrictions. Based upon the Portfolio's assets invested in
the DSI Money Market Portfolio, the investing Portfolio's adviser
will waive its investment advisory fee and any other fees earned
as a result of the Portfolio's investment in the DSI Money Market
Portfolio. The investing Portfolio will bear expenses of the DSI
Money Market Portfolio on the same basis as all of its other
shareholders.

Portfolio Transactions. The Portfolio's Investment Advisory
Agreement authorizes the Adviser to select the brokers or dealers
that will execute the purchases and sales of investment
securities for the Portfolio. The Investment Advisory Agreement
directs the Adviser to use its best efforts to obtain the best
available price and most favorable execution for all the
Portfolio's transactions.

It is not the Fund's practice to allocate brokerage or
effect principal transactions with dealers on the basis of sales
of shares which may be made through broker-dealer firms. However,
the Adviser may place Portfolio orders with qualified
broker-dealers who recommend the Portfolio or who act as agents
in the purchase of shares of the Portfolio for their clients.

Some securities considered for investment by the Portfolio
may also be appropriate for other clients served by the Adviser.
If a purchase or sale of securities is consistent with the
investment policies of the Portfolio and one or more of these
other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated
among the Portfolio and clients in a fair and reasonable manner.
Although there is no specified formula for allocating such
transactions, the various allocation methods used by the Adviser,
and the result of such allocations, are subject to periodic
review by the Fund's Board of Trustees.

BUYING, SELLING AND EXCHANGING SHARES

Shares of each Portfolio and Class may be purchased through
any Service Agent having selling or service agreements with UAM
Fund Distributors, Inc. (the "Distributor") without a sales
commission, at the net asset value per share next determined
after an order is received by the Fund or the designated Service
Agent. See "How Share Prices are Determined." The required
minimum initial investment for the Portfolio is $2,500, with
certain exceptions determined from time to time by the Officers
of the Fund. The minimum for subsequent investments is $100. The
Portfolio issues two classes of shares: Institutional Class and
Service Class. The two classes of shares each represent interests
in the same portfolio of investments, have the same rights and
are identical in all respects, except that the Service
Class Shares bear shareholder servicing expenses and distribution
plan expenses, and have exclusive voting rights with respect to
the Rule 12b-1 Distribution Plan pursuant to which the
distribution fee may be paid. The two classes have different
exchange privileges. See "How to Exchange Shares." The net
income attributable to Service Class Shares and the dividends
payable on Service Class Shares will be reduced by the amount of
the shareholder servicing and distribution fees; accordingly, the
net asset value of the Service Class Shares will be reduced by
such amount to the extent the Portfolio has undistributed net
income. The Institutional Class Shares offered by this Prospectus
are not subject to shareholder servicing and distribution plan
expenses.

HOW TO BUY SHARES BY MAIL

An account may be opened by completing and signing an
Account Registration Form, and forwarding it, together with a
check payable to "UAM Funds Trust," through your Service Agent
to:

UAM Funds Trust
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

The carbon copy (manually signed) of the Account
Registration Form must be mailed to:

UAM Fund Distributors, Inc.
211 Congress Street
Boston, MA 02110

Payment for the purchase of shares received by mail will be
credited to your account at the net asset value per share of the
Portfolio next determined after receipt. Such payment need not be
converted into Federal Funds (monies credited to the Fund's
Custodian Bank, by a Federal Reserve Bank) before acceptance by
the Fund.

HOW TO BUY SHARES BY WIRE

Shares of the Portfolio may also be purchased by wiring
Federal Funds to the Fund's Custodian Bank (see instructions
below). In order to insure prompt crediting of the Federal Funds
wire, it is important to follow these steps:

(a) Telephone the Fund's Transfer Agent (1-800-638-7983) and
provide the account name, address, telephone number, social
security or taxpayer identification number, the Portfolio and
Class selected (FPA Crescent Portfolio Institutional
Class Shares), the amount being wired and the name of the bank
wiring the funds. (Investors with existing accounts should also
notify the Transfer Agent prior to wiring funds.) An account
number will then be provided to you.

(b) Instruct your bank to wire the specified amount to the
Fund's Custodian;

The Chase Manhattan Bank
New York, NY
ABA #
DDA Acct. #
F/B/O UAM Funds Trust
Ref: FPA Crescent Portfolio - Institutional Class Shares
Your Account Number
Your Account Name

(c) A completed Account Registration Form must be forwarded to
the UAM Funds Service Center and UAM Fund Distributors, Inc. at
the addresses shown thereon as soon as possible. Federal Funds
purchases will be accepted only on a day on which the New York
Stock Exchange and the Custodian Bank are open for business.

ADDITIONAL INVESTMENTS

You may add to your account at any time (minimum additional
investment is $100) by purchasing shares at net asset value by
mailing a check to the UAM Funds Service Center (payable to "UAM
Funds Trust") at the above address or by wiring monies to the
Custodian Bank using the instructions outlined above. It is very
important that your account number, account name, class of
shares, and the Portfolio to be purchased, are specified on the
check or wire to insure proper crediting to your account. In
order to insure that your wire orders are invested promptly, you
are requested to notify the Fund (1-800-638-7983) prior to the
wire date. Mail orders should include, when possible, the "Invest
by Mail" stub which accompanies any Fund confirmation statement.

OTHER PURCHASE INFORMATION

The purchase price of the shares of the Portfolio is the net
asset value next determined after the order and payment is
received. (See "How Share Prices are Determined.") An order and
payment received prior to the close of the New York Stock
Exchange (the "NYSE") will be executed at the price computed on
the date of receipt; an order received after the close of the
NYSE will be executed at the price computed on the next day the
NYSE is open.

The Fund reserves the right, in its sole discretion, to
suspend the offering of shares of either Class of the Portfolio
or reject purchase orders when, in the judgment of management,
such suspension or rejection is in the best interests of the
Fund.

Purchases of shares will be made in full and fractional
shares of the Portfolio calculated to three decimal places. In
the interest of economy and convenience, certificates for shares
will not be issued except at the written request of the
shareholder. Certificates for fractional shares, however, will
not be issued.

Shares of the Portfolios may be purchased by customers of
brokers-dealers or other financial intermediaries ("Service
Agents") which have established a shareholder servicing
relationship with the Fund on behalf of their customers. Service
Agents may impose additional or different conditions on the
purchase or redemption of Portfolio shares by their customers and
may charge their customers transaction or other account fees on
the purchase and redemption of Portfolio shares. Each Service
Agent is responsible for transmitting to its customers a schedule
of any such fees and information regarding any additional or
different conditions regarding purchases and redemptions.
Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and
conditions. Amounts paid to Service Agents may include
transaction fees and/or service fees paid by the Fund from the
Fund assets attributable to the Service Agent, and which would
not be imposed if shares of the Portfolio were purchased directly
from the Fund or the Distributor. The Service Agents may provide
shareholder services to their customers that are not available to
a shareholder dealing directly with the Fund. A salesperson and
any other person entitled to receive compensation for selling or
servicing Portfolio shares may receive different compensation
with respect to one particular class of shares over another in
the Fund.

Service Agents may enter confirmed purchase orders on behalf
of their customers. If you buy shares of a Portfolio in this
manner, the Service Agent must receive your investment order
before the close of trading on the NYSE, and transmit it to the
Fund's Transfer Agent prior to the close of the Transfer Agent's
business day and to the Distributor to receive that day's share
price. Proper payment for the order must be received by the
Transfer Agent no later than the time when the Portfolio is
priced on the following business day. Service Agents are
responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and
redemption requests, investment information, documentation and
money.

The Distributor, United Asset Management Corporation
("UAM"), the parent company of the Adviser, the Adviser, or any
of their affiliates, may, at its own expense, compensate a
Service Agent or other person for marketing, shareholder
servicing, record-keeping and/or other services performed with
respect to the Fund, a Portfolio or any Class of Shares of a
Portfolio. The person making such payments may do so out of its
revenues, its profits or any other source available to it. Such
services arrangements, when in effect, are made generally
available to all qualified service providers. The Adviser may
compensate its affiliated companies for referring investors to
the Portfolios.

IN-KIND PURCHASES

Under certain circumstances, investors who own securities
may be able to exchange them directly for shares of the Portfolio
without converting their investments into cash first. The
Portfolio will accept such in-kind purchases only if the
securities offered for exchange meet the Portfolio's investment
criteria, which are set forth in the "Details on Investment
Policies" section of this Prospectus. Once accepted, the shares
will be valued according to the process described in "How Share
Prices are Determined" at the same time the Portfolio's shares
are valued. Once a value has been determined for both, an
exchange will be made. All dividends, interest, subscription, or
other rights pertaining to these securities become the Fund's
property; if you receive any such items, you must deliver them to
the Fund immediately. Securities acquired through an in-kind
purchase will be acquired for investment and not for resale.

The Fund will not accept securities for exchange unless they
meet the following criteria:

The securities are eligible to be included in the
Portfolio and market quotes can readily be obtained for them as
evidenced by a listing on the American Stock Exchange, the NYSE
or NASDAQ.

The investor assures the Fund that the securities are
liquid and not subject to any restrictions under the Securities
Act of 1933 or any other law or regulation.

The value of the securities exchanged does not increase
the Portfolio's position in any specific issuer's security to
more than 5% of the Portfolio's net assets.

For tax purposes, the IRS generally treats any exchange of
securities for Portfolio shares as a sale of the securities. This
means that if you exchange securities which have appreciated in
value since you bought them, you will realize capital gains and
incur a tax liability. If you are interested in such an exchange,
we suggest you discuss any potential tax liability with your tax
adviser before proceeding. Investors interested in such exchanges
should contact the Adviser.

HOW TO SELL SHARES

You may sell shares by telephone or mail at any time, free
of charge. Your shares will be valued at the next price
calculated after we receive your instructions to sell.

BY MAIL:

To redeem by mail, include

your share certificates, if we have issued them to you;

a letter which tells us how many shares you wish to
redeem or, alternatively, what dollar amount you wish to receive;

a signature guaranteed by your bank, broker or other
financial institution (see "Signature Guarantees" below); and

any other necessary legal documents, in the case of
estates, trusts, guardianships, custodianships, corporations,
pension and profit- sharing plans and other organizations.

Your request should be addressed to:

UAM Funds Trust
UAM Funds Service Center
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

If you are not sure which documents to send, please contact
the UAM Funds Service Center at 1-800-638-7983.

BY TELEPHONE

To redeem shares by telephone, you must have completed an
Account Registration Form and have returned it to the Fund. Once
this form is on file, simply call the Fund and request the
redemption amount to be mailed to you or wired to your bank. The
Fund and the Fund's Transfer Agent will employ reasonable
precautions to make sure that the instructions communicated by
telephone are genuine, and they may be liable for losses if they
fail to do so. You will be asked to provide certain personal
identification when you open an account, and again, when you
request a telephone redemption. In addition, all telephone
transaction requests will be recorded, and investors may be
required to provide additional telecopied written instructions of
such transaction requests. Neither the Fund nor the Transfer
Agent will be responsible for any loss, additional cost or
expense for following transaction instructions received by
telephone that they reasonably believes are genuine.

To change the commercial bank or the account designated to
receive redemption proceeds, a written request must be sent to
the Fund at the address on the cover of this Prospectus. Requests
to change the bank or account must be signed by each shareholder
and each signature must be guaranteed. You cannot redeem shares
by telephone if you hold stock certificates for these shares.
Please contact one of the Fund's representatives at
1-800-638-7983 for further details.

SIGNATURE GUARANTEES

To protect your account, the Fund and the Fund's Transfer
Agent from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are used to verify that the
person who authorizes a redemption is, in fact, the registered
shareholder. They are required whenever you:

redeem shares and request that the proceeds be sent to
someone other than the registered shareholder(s) or to an address
which is not the registered address; or

transfer shares from one Portfolio to another.

Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934. (The UAM Funds Service Center can provide
you with a full definition of the term.) You can obtain a
signature guarantee at almost any bank, as well as through most
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations. Broker- dealers guaranteeing signatures must be a
member of a clearing corporation or maintain net capital of at
least $100,000. Credit unions must be authorized to issue
signature guarantees. Signature guarantees will be accepted from
any eligible guarantor institution which participates in a
signature guarantee program. A notary public can not provide a
signature guarantee.

The signature guarantee must appear either:

on the written request for redemption; or

on a separate instrument for assignment (a "stock
power") which should specify the total number of shares to be
redeemed; or

on all stock certificates tendered for redemption, and,
if shares held by the Fund are also being redeemed, then on the
letter or stock power.

FURTHER INFORMATION ON SELLING SHARES

Normally, the Fund will make payment for all shares sold
under this procedure within one business day after we receive a
request. In no event will payment be made more than seven days
after receipt of a redemption (sale) request in good order. The
Fund may suspend the right of redemption or postpone the date at
times when both the NYSE and Custodian Bank are closed, or under
any emergency circumstances as determined by the Commission.

If the Fund's Board of Trustees determines that it would be
detrimental to the best interests of the remaining shareholders
of the Fund to make payments wholly or partly in cash, the Fund
may pay the redemption proceeds in whole or in part by a
distribution in-kind of liquid securities held by the Portfolio
instead of cash in conformity with applicable rules of the
Commission. Investors may incur brokerage charges when they sell
portfolio securities received in payment of redemptions.

HOW TO EXCHANGE SHARES

You may exchange Institutional Class Shares of the Portfolio
for any other Institutional Class Shares of a Portfolio included
in the UAM Funds which is comprised of UAM Funds, Inc. and UAM
Funds Trust. (See the list of Portfolios of the UAM Funds -
Institutional Class Shares at the end of this Prospectus.) When
you exchange shares you sell your old shares and buy new ones,
both at the price calculated after the next market close. There
is no sales charge for exchanges. Exchange requests may be made
by mail, telephone or through a Service Agent. Telephone
exchanges may be made only if the Fund holds all share
certificates and if the registration of the two accounts is
identical. Telephone exchanges received before 4:00 p.m. Eastern
Time will be processed at the share price set after the market
closes on the same day. Exchanges received after 4:00 p.m.
Eastern Time will be executed at the share price determined at
the market close on the following day. For additional information
regarding responsibility for the authenticity of telephone
instructions, see "How to Sell Shares - By Telephone" above. The
Fund may also limit both the frequency and the amount of
exchanges permitted if it is in the interest of the Fund's
shareholders. The exchange privilege is only available with
respect to Portfolios that are registered for sale in a
shareholder's state of residence.

Please review a Portfolio's investment objective before
shifting money into it. Make sure its objective and strategies
fit with your long-term goals. Before exchanging into a
Portfolio, read its Prospectus. You may obtain one for the
Portfolio(s) you are interested in by calling the UAM Funds
Service Center at 1-800-638-7983. Remember, every time you
exchange shares of one Portfolio for another, your transaction is
counted as a sale of the first security and a purchase of the
second. As a result, you may incur a tax liability by exchanging
shares if your investment has appreciated since you bought it.
Consult your tax adviser to determine your liability for capital
gains taxes.

HOW SHARE PRICES ARE DETERMINED

The net asset value per share of each Class of the Portfolio
is calculated every day that the NYSE is open. This means that
shares are revalued after the market closes, generally at
4:00 p.m. Eastern Time on Monday through Friday, except for major
holidays when the NYSE is closed. The per share net asset value
of the Service Class Shares may be lower than the per share net
asset value of the Institutional Class Shares reflecting the
daily expense accruals of the shareholder servicing, distribution
and transfer agency fees applicable to the Service Class Shares.

The net asset values of the Portfolio's shares for each
Class is determined by adding up the total market value of all
the securities in the Portfolio plus cash and other assets,
deducting liabilities and then dividing by the total number of
shares outstanding of each Class.

For stocks, we use the last quoted trading price as the
market value. For listed stocks, we use the price quoted by the
exchange on which the stock is primarily traded. Unlisted stocks
and listed stocks which have not been traded on the valuation
date or for which market quotations are not readily available are
valued at a price between the last price asked and the last price
bid. For valuation purposes, quotations of foreign securities in
a foreign currency are converted to U.S. dollar equivalents based
upon the bid price of such currencies against U.S. dollars quoted
by any major bank or by a broker. The value of other assets and
securities for which no quotations are readily available
(including restricted securities) is determined in good faith at
fair value using methods determined by the Fund's Board of
Trustees.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

Stocks generate income in the form of dividends. The
Portfolio will normally distribute substantially all of its net
investment income to shareholders of both of its classes in the
form of dividends in June and December. If any net capital gains
are realized, the Portfolio will normally distribute such gains
annually in June, with a supplemental distribution in December of
any undistributed capital gains earned during the 12-month period
ended each October. This means that the amount of income net of
expenses each share has earned over the past year will be
determined and subtracted from the total share value. The net
income is then either distributed in cash or reinvested in
Portfolio shares at the new after-dividend price, depending on
your instructions to the Portfolio. Unless you specifically tell
us to distribute dividend income in cash, however, we will assume
you want this income reinvested. The per share dividends and
distributions on Service Class Shares generally will be lower
than the per share dividends and distributions on Institutional
Class Shares as a result of the shareholder servicing,
distribution and any transfer agency fees, applicable to the
Service Class Shares.

Reinvested dividend distributions will affect your tax
liability. By law, you must pay taxes on any dividend or interest
income you receive on your investments whether distributed in
cash or reinvested in shares. The Portfolio will send you a
statement at the end of the year telling you exactly how much
dividend income you have earned for tax purposes. Investors
should note that a dividend or distribution paid on shares
purchased shortly before such dividend or distribution was
declared will be subject to income taxes as discussed below even
though the dividend or distribution represents, in substance, a
partial return of capital to the shareholder.

CAPITAL GAINS

Capital gains are another source of appreciation for the
Portfolio. Basically, a capital gain is an increase in the value
of a stock or bond. However, for tax purposes, the Portfolio does
not "realize" a capital gain unless it sells a stock or bond
which has appreciated.

You can incur capital gains in two ways. First, if the
Portfolio buys a stock or bond at one price, then sells it at a
higher price, it will realize a capital gain. At the end of the
year, the capital gains the Portfolio has made are added up and
capital losses are subtracted. If any net capital gains are
realized, the Portfolio will normally distribute such gains
annually. You will receive a statement at the end of the year
informing you of your share of the Portfolio's capital gains.

The second way to incur capital gains is to sell or exchange
your shares. If you sell shares at a higher price than you bought
them at, you will be responsible for paying taxes on your gain.
There are several ways to determine your tax liability, and we
suggest you contact a qualified tax adviser to help you decide
which is best for you.

TAXES

The Portfolio intends to qualify each year as a "regulated
investment company" under Federal tax law, and if it qualifies,
the Portfolio will not be liable for Federal income taxes,
because it will have distributed all its net investment income
and net realized capital gains to shareholders. Shareholders will
then have to pay taxes on dividends, whether they are distributed
as cash or are reinvested in shares, and on net short-term
capital gains. Dividends and short-term capital gains will be
taxed as ordinary income. Long-term capital gains distributions
are taxed as long-term capital gains. Such dividends and
distributions may be subject to state and local taxes.
Redemptions of shares in the Portfolio are taxable events for
Federal income tax purposes. A shareholder may also be subject to
state and local taxes on such redemptions.

Dividends declared in October, November and December to
shareholders of record in such a month will be treated as if they
had been paid by the Fund and received by the shareholders on
December 31 of the same calendar year, provided that the
dividends are paid before February of the following year.

The Fund is required by Federal law to withhold 31% of
reportable payments (which may include dividends, capital gains
distributions and redemptions) paid to shareholders who have not
complied with IRS regulations. In order to avoid this withholding
requirement, you must certify on the Account Registration Form or
on a separate form supplied by the Fund that your Social Security
or Taxpayer Identification Number you have provided is correct
and that you are not currently subject to backup withholding or
that you are exempt from backup withholding.

Dividends and interest received by the Portfolio may give
rise to withholding and other taxes imposed by foreign countries.
These taxes reduce the Portfolio's dividends but are included in
the taxable income reported on your tax statement if the
Portfolio qualifies for this tax treatment and elects to pass it
through to you. You may be able to claim an offsetting tax credit
or itemized deduction for foreign taxes paid by the Portfolio.
Your tax statement will generally show the amount of foreign tax
for which a credit or deduction may be available.

FUND MANAGEMENT AND ADMINISTRATION

INVESTMENT ADVISER

The Board of Trustees of the Trust establishes the
Portfolio's policies and supervises and reviews the management of
the Portfolio. First Pacific Advisors, Inc., located at 11400
West Olympic Blvd., Suite 1200, Los Angeles, CA 90064, acts as
the Portfolio's Adviser; Mr. Steven Romick is responsible for
management of the Fund's portfolio.

Under the Investment Advisory Agreement, the Adviser
provides the Portfolio with advice on buying and selling
securities, manages the investments of the Portfolio, furnishes
the Portfolio with office space and certain administrative
services, and provides most of the personnel needed by the
Portfolio. As compensation, the Portfolio pays the Adviser a
monthly management fee (accrued daily) based upon the average
daily net assets of the Portfolio at the rate of 1.00% annually.

The Adviser, together with its predecessors, has been in the
investment advisory business since 1954. Presently, the Adviser
manages assets of approximately $4.0 billion for five investment
companies, including one closed-end investment company, and more
than 50 institutional accounts. The Adviser is an indirect wholly
owned subsidiary of United Asset Management Corporation, a New
York Stock Exchange listed holding company principally engaged,
through affiliated firms, in providing institutional investment
management and acquiring institutional investment management
firms.

The Portfolio is responsible for its own operating expenses.
The Adviser has agreed to reduce its fees or reimburse the
Portfolio for its annual operating expenses which exceed the most
stringent limits prescribed by any state in which the Portfolio's
shares are offered for sale. The Adviser also may reimburse
additional amounts to the Portfolio at any time in order to
reduce the Portfolio's expenses, or to the extent required by
applicable securities laws. To the extent the Adviser performs a
service for which the Portfolio is obligated to pay, the
Portfolio shall reimburse the Adviser for its costs incurred in
rendering such service.

The Adviser considers a number of factors in determining
which brokers or dealers to use for the Fund's portfolio
transactions. While these are more fully discussed in the
Statement of Additional Information, the factors include, but at
not limited to, the reasonableness of commissions, quality of
services and execution, and the availability of research which
the Adviser may lawfully and appropriately use in its investment
management and advisory capacities. Provided the Portfolio
receives prompt execution at competitive prices, the Adviser may
also consider the sale of Portfolio shares as a factor in
selecting broker-dealers for the Fund's portfolio transactions.

ADMINISTRATOR

Pursuant to a Fund Administration Agreement dated April 15,
1996, which was approved by the Fund's Directors, UAM Fund
Services, Inc., a wholly-owned subsidiary of UAM, with its
principal office located at 211 Congress Street, Boston, MA
02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer
agency services provided to the Fund and its Portfolios. The Fund
pays UAM Fund Services, Inc. a monthly fee for its services which
on an annual basis equals: 0.19 of 1% of the first $200 million
of the aggregate net assets of the Fund; 0.11 of 1% of the next
$800 million of the aggregate net assets of the Fund; 0.07 of 1%
of the aggregate net assets in excess of $1 billion but less than
$3 billion; and 0.05 of 1% of the aggregate assets in excess of
$3 billion. The fees are allocated among the Portfolios on the
basis of their relative assets and are subject to a graduated
minimum fee schedule per Portfolio of $1,250 per month upon
inception of a Portfolio to $70,000 annually after two years. The
Fund, with respect to the Fund or any Portfolio or Class of the
Fund, may enter into other or additional arrangements for
transfer or subtransfer agency, record-keeping or other
shareholder services with organizations other than the
Administrator. If a separate class of shares is added to a
Portfolio, the minimum annual fee payable to UAM Fund
Services, Inc. by that Portfolio may be increased by up to
$20,000. In addition, each Portfolio pays to UAM Fund
Services, Inc. a Fund-specific fee of 0.02% to 0.06% of the
average net assets of each Portfolio. The Trustees of the Fund
have also approved a Mutual Funds Service Agreement dated
April 15, 1996 between UAM Funds Services, Inc. and Chase Global
Funds Services Company, an affiliate of The Chase Manhattan Bank
under which Chase Global Funds Services Company provides the Fund
and its Portfolios with certain services, including, but not
limited to, fund accounting, transfer agency, maintenance of Fund
records, preparation of reports, assistance in the preparation of
the Fund's registration statements and general day-to-day
administration of matters related to the Fund's existence. UAM
Fund Services, Inc. pays Chase Global Funds Services Company a
monthly fee for its services from the fees that UAM Fund
Services, Inc. receives from the Fund under its Fund
Administration Agreement. Chase Global Funds Services Company is
located at 73 Tremont Street, Boston, MA 02108-3913.

DISTRIBUTOR

UAM Fund Distributors, Inc. a wholly-owned subsidiary of UAM
with its principal office located at 211 Congress Street, Boston,
Massachusetts 02110, distributes the shares of the Fund. Under
the Fund's Distribution Agreement (the "Agreement"), the
Distributor, as agent of the Fund, agrees to use its best efforts
as sole distributor of the Fund's shares. The Distributor does
not receive any fee or other compensation under the Agreement
with respect to this Portfolio. The Agreement continues in effect
as long as the Fund's Board of Trustees, including a majority of
the Trustees who are not parties to the Agreement or interested
persons of any such party, approve it on an annual basis. This
Agreement provides that the Fund will bear the costs of the
registration of its shares with the Commission and various states
and the printing of its prospectuses, statements of additional
information and reports to shareholders.

CUSTODIAN

The Chase Manhattan Bank serves as custodian of the Fund's
assets.

ACCOUNTANTS

Price Waterhouse LLP acts as the independent accountants for
the Fund and audits its financial statements annually.

SUB-ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Chase Global Funds Services Company, 73 Tremont Street,
Boston, MA 02108, acts as sub-administrator, transfer agent and
dividend disbursing agent for the Fund.

REPORTS

Investors will receive unaudited semi-annual financial
statements and annual financial statements audited by Price
Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at
the address listed on the cover of this Prospectus or by calling
1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

GENERAL FUND INFORMATION

The Portfolio is one of a series of investment portfolios
available through UAM Funds Trust, an open-end investment company
known as a "mutual fund." Each of the Portfolios which make up
the Fund have different investment objectives and policies.
Together, the Portfolios offer a diverse set of risk and return
characteristics to suit a wide range of investor needs. The Fund
was organized under the name "The Regis Fund II" on May 18, 1994
as a Delaware business trust. On October 31, 1995, the name was
changed to "UAM Funds Trust." Prior to
, 1996 the Portfolio operated as a series of the Professionally
Managed Portfolios and operated under the name UAM/FPA Crescent
Fund (the "Fund"). On , 1996, after
approval by its shareholders, the Fund was reorganized by moving
it to the UAM Funds Trust.

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Officers of the Fund manage its day-to-day operations
and are responsible to the Fund's Board of Trustees. The Trustees
set broad policies for the Fund and elect its Officers.

The Fund's Agreement and Declaration of Trust permits the
Fund to issue an unlimited number of shares of beneficial
interest, without par value. The Trustees have the power to
designate one or more series ("Portfolios") or Classes of shares
of beneficial interest without further action by shareholders.

The shares of each Portfolio and Class of the Fund have
non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees if they choose to do so. [As of
August 31, 1996,
held of record % of the UAM/FPA Crescent Fund Shares,
now known as Institutional Class Shares. The persons or
organizations owning 25% or more of the outstanding shares of a
Portfolio may be presumed to "control" (as that term is defined
in the 1940 Act) such Portfolio. As a result, those persons or
organizations could have the ability to vote a majority of the
shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio.] 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 of the Fund. Both Institutional Class and Service
Class Shares represent an interest in the same assets of a
Portfolio and are identical in all respects except that the
Service Class Shares bear certain expenses related to shareholder
servicing, and the distribution of such shares and have exclusive
voting rights with respect to matters relating to such
distribution expenditures. Information about the Institutional
Service Class Shares of the Portfolios along with the fees and
expenses associated with such shares is available upon request by
contacting the Fund at 1-800-638-7983. The Fund will not
ordinarily hold shareholder meetings except as required by the
1940 Act and other applicable laws. The Fund has undertaken that
its Trustees will call a meeting of shareholders if such a
meeting is requested in writing by the holders of not less than
10% of the outstanding shares of the Fund. To the extent required
by the undertaking, the Fund will assist shareholder
communications in such matters.

No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus or in the Portfolio's Statement of Additional
Information, in connection with the offering made by this
Prospectus and, if given or made, such information or its
representations must not be relied upon as having been authorized
by the Fund. this Prospectus does not constitute an offering by
the Fund in any jurisdiction in which such offering may not be
lawfully made.

UAM FUNDS - INSTITUTIONAL CLASS SHARES

ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
BHM&S Total Return Bond Portfolio

CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio

COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio

C. S. MCKEE & COMPANY, INC.
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

INVESTMENT RESEARCH COMPANY
IRC Enhanced Index Portfolio

MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio

NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's Equity Portfolio

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

RICE, HALL JAMES & ASSOCIATES
Rice, Hall, James Small Cap Portfolio
Rice, Hall, James Mid Cap Portfolio

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Equity Portfolio
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio
Enhanced Monthly Income Portfolio

STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

THOMPSON, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

EXHIBIT C

Proposed Advisory Agreement

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<PAGE>

FORM OF INVESTMENT ADVISORY AGREEMENT

UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO

AGREEMENT made this day of , 1996 by and

between UAM Funds Trust, a Delaware business trust, (the "Fund")

and First Pacific Advisors, Inc., a California corporation, (the

"Adviser").

1. Duties of Adviser. The Fund hereby appoints the

Adviser to act as investment adviser to the Fund's FPA Crescent

Portfolio (the "Portfolio") for the period and on such terms as

set forth in this Agreement. The Fund employs the Adviser to

manage the investment and reinvestment of the assets of the

Portfolio, to continuously review, supervise and administer the

investment program of the Portfolio, to determine in its

discretion the securities to be purchased or sold and the portion

of the Portfolio's assets to be held uninvested, to provide the

Fund with records concerning the Adviser's activities which the

Fund is required to maintain, and to render regular reports to

the Fund's officers and Board of Trustees concerning the

Adviser's discharge of the foregoing responsibilities. The

Adviser shall discharge the foregoing responsibilities subject to

the control of the officers and the Board of Trustees of the

Fund, and in compliance with the objectives, policies and

limitations set forth in the Portfolio's prospectus and

applicable laws and regulations. The Adviser accepts such

employment and agrees to render the services and to provide, at

its own expense, the office space, furnishings and equipment and

the personnel required by it to perform the services on the terms

and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to

select the brokers or dealers that will execute the purchases and

sales of securities of the Portfolio and is directed to use its

best efforts to obtain the best available price and most

favorable execution, except as prescribed herein. Subject to

policies established by the Board of Trustees of the Fund, the

Adviser may also be authorized to effect individual securities

transactions at commission rates in excess of the minimum

commission rates available, if the Adviser determines in good

faith that such amount of commission is reasonable in relation to

the value of the brokerage or research services provided by such

broker or dealer, viewed in terms of either that particular

transaction or the Adviser's overall responsibilities with

respect to the Fund. The execution of such transactions shall

not be deemed to represent an unlawful act or breach of any duty

created by this Agreement or otherwise. The Adviser will

promptly communicate to the officers and Trustees of the Fund

such information relating to portfolio transactions as they may

reasonably request.

3. Compensation of the Adviser. For the services to be

rendered by the Adviser as provided in Section 1 of this

Agreement, the Fund shall pay to the Adviser in monthly

installments, an advisory fee calculated by applying the

following annual percentage rates to the Portfolio's average

daily net assets for the month: 1.00%.

In the event of termination of this Agreement, the fee

provided in this Section shall be computed on the basis of the

period ending on the last business day on which this Agreement is

in effect subject to a pro rata adjustment based on the number of

days elapsed in the current fiscal month as a percentage of the

total number of days in such month.

4. Other Services. At the request of the Fund, the

Adviser in its discretion may make available to the Fund office

facilities, equipment, personnel and other services. Such office

facilities, equipment, personnel and services shall be provided

for or rendered by the Adviser and billed to the Fund at the

Adviser's cost.

5. Reports. The Fund and the Adviser agree to furnish to

each other current prospectuses, proxy statements, reports to

shareholders, certified copies of their financial statements, and

such other information with regard to their affairs as each may

reasonably request.

6. Status of Adviser. The services of the Adviser to the

Fund are not to be deemed exclusive, and the Adviser shall be

free to render similar services to others so long as its services

to the Fund are not impaired thereby.

7. Liability of Adviser. In the absence of (i) willful

misfeasance, bad faith or gross negligence on the part of the

Adviser in performance of its obligations and duties hereunder,

(ii) reckless disregard by the Adviser of its obligations and

duties hereunder, or (iii) a loss resulting from a breach of

fiduciary duty with respect to the receipt of compensation for

services (in which case any award of damages shall be limited to

the period and the amount set forth in Section 36(b)(3) of the

Investment Company Act of 1940, as amended ("1940 Act"), the

Adviser shall not be subject to any liability whatsoever to the

Fund, or to any shareholder of the Fund, for any error or

judgment, mistake of law or any other act or omission in the

course of, or connected with, rendering services hereunder

including, without limitation, for any losses that may be

sustained in connection with the purchase, holding, redemption or

sale of any security on behalf of the Portfolio.

8. Permissible Interests. Subject to and in accordance

with the Declaration of Trust of the Fund and the Articles of

Incorporation of the Adviser, Trustees, officers, agents and

shareholders of the Fund are or may be interested in the Adviser

(or any successor thereof) as Directors, officers, agents,

shareholders or otherwise; Directors, officers, agents and

shareholders of the Adviser are or may be interested in the Fund

as Trustees, officers, agents, shareholders or otherwise; and the

Adviser (or any successor) is or may be interested in the Fund as

a shareholder or otherwise; and the effect of any such

interrelationships shall be governed by said Declaration of Trust

and Articles of Incorporation and the provisions of the 1940 Act.

9. Duration and Termination. This Agreement, unless

sooner terminated as provided herein, shall continue until the

earlier of , 1998 or the date of the first annual

or special meeting of the shareholders of the Portfolio and, if

approved by a majority of the outstanding voting securities of

the Portfolio, thereafter shall continue for periods of one year

so long as such continuance is specifically approved at least

annually (a) by the vote of a majority of those members of the

Board of Trustees of the Fund who are not parties to this

Agreement or interested persons of any such party, cast in person

at a meeting called for the purpose of voting on such approval,

and (b) by the Board of Trustees of the Fund or (c) by vote of a

majority of the outstanding voting securities of the Portfolio;

provided however, that if the shareholders of the Portfolio fail

to approve the Agreement as provided herein, the Adviser may

continue to serve in such capacity in the manner and to the

extent permitted by the 1940 Act and rules thereunder. This

Agreement may be terminated by the Portfolio at any time, without

the payment of any penalty, by vote of a majority of the entire

Board of Trustees of the Fund or by vote of a majority of the

outstanding voting securities of the Portfolio on 60 days'

written notice to the Adviser. This Agreement may be terminated

by the Adviser at any time, without the payment of any penalty,

upon 90 days' written notice to the Fund. This Agreement will

automatically and immediately terminate in the event of its

assignment. Any notice under this Agreement shall be given in

writing, addressed and delivered or mailed postpaid, to the other

party at the principal office of such party.

As used in this Section 9, the terms "assignment",

"interested persons", and "a vote of a majority of the

outstanding voting securities" shall have the respective meanings

set forth in Section 2(a)(4), Section 2(a)(19) and Section

2(a)(42) of the 1940 Act.

10. Amendment of Agreement. This Agreement may be amended

by mutual consent, but the consent of the Fund must be approved

(a) by vote of a majority of those members of the Board of

Trustees of the Fund who are not parties to this Agreement or

interested persons of any such party, cast in person at a meeting

called for the purpose of voting on such amendment, and (b) by

vote of a majority of the outstanding voting securities of the

Portfolio.

11. Severability. If any provisions of this Agreement

shall be held or made invalid by a court decision, statute, rule

or otherwise, the remainder of this Agreement shall not be

affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be executed as of this ______ day of

, 1996.

FIRST PACIFIC ADVISORS, INC. UAM FUNDS TRUST

By By
Julio de Puzo, Jr. Norton H.
Reamer
Chief Executive Officer President and Chairman of
the Board

<PAGE>

PROXY
CRESCENT FUND
A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
SPECIAL MEETING OF SHAREHOLDERS

SEPTEMBER 6, 1996

SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES

The undersigned hereby appoints ________________ and
________________, and each of them, as proxies of the undersigned, each with the
power to appoint his substitute, for the Special Meeting of Shareholders of the
Crescent Fund (the "Fund"), a separate series of Professionally Managed
Portfolios (the "Trust"), to be held on [September 6, 1996] at the offices of
________________, [Address], at 10:00 a.m. local time, or at any and all
adjournments thereof (the "Meeting"), to vote, as designated below, all shares
of the Fund, held by the undersigned at the close of business on ________, 1996.
Capitalized terms used without definition have the meanings given to them in the
accompanying Proxy Statement.

A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL LISTED BELOW UNLESS YOU
HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY. YOU
MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF BUSINESS ON
________, 1996. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN THEIR
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING,
INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

<PAGE>

1. Approval of the Proposed Agreement and Plan of Reorganization and the
transactions contemplated thereby, which include: (a) the transfer of
all assets of the Fund to a newly-formed series (the "Series") of UAM
Funds Trust, a Delaware business trust (the "New Trust"), in exchange
for shares of the Series, and the assumption by the Series of
liabilities of the Fund; and (b) the distribution to Fund shareholders
of such Series' shares.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

Dated: ______________, 1996
-----------------------------------
Signature

-----------------------------------
Title (if applicable)

-----------------------------------
Signature (if held jointly)

-----------------------------------
Title (if applicable)

Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.

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